These General Terms of Use (the “Terms”) apply to your access to and use of the websites, platform, software, technologies, content, features, and other online products and services provided or made available by Horizen Labs, Inc. (““Horizen” or “we”) on the website located at https://www.horizenlabs.io/ (collectively, the “Site”).
For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Site. If you use the Site on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE.
If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use the Site. By continuing to access or use the Site, you indicate that you are eighteen (18) years of age or older or have the capacity to enter legally binding contracts under applicable law where you reside and are located.
Please refer to our Privacy Policy for more details on the information that Horizen may collect, use and disclose and under what circumstances. You acknowledge and agree that your use of the Site is subject to this Privacy Policy.
The Site provides information regarding various products, tools, and professional services developed or offered by Horizen Labs from time to time (collectively, the “Services”). The description of Services on the Site is for marketing and informational purposes only and does not constitute a binding offer, a warranty or a guarantee of availability of any particular aspect of the Services.
To inquire about or procure Services, users must contact Horizen Labs directly as further provided on the Site. We reserve the right to refuse to provide Services to any party at our sole discretion.
Your use of any Services, to the extent applicable, will be governed exclusively by a separate, written master services agreement, software license, or other definitive agreement (a “Definitive Agreement”) executed between you and Horizen Labs. These Terms do not govern the use of such Services. In the event of any conflict between these Terms and a Definitive Agreement, the terms of the Definitive Agreement shall prevail regarding the specific product or service in question.
Horizen may update the Terms at any time, at its sole discretion. If it does so, Horizen will deliver a notice either by posting the updated Terms on its website, on any applicable blog or forum used for sharing information or through other communications. It’s important that you review any and all updated Terms. If you continue to access or use the Site after Horizen has posted updated Terms, you agree to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not access or use the Site anymore.
The Site, including the “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, Horizen Labs brands, logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of us or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates and licensors, as applicable, reserve all rights in connection with the Site and its content, including, without limitation, the exclusive right to create derivative works.
Horizen’s name, logo, trademarks, and any of Horizen’s product or service names, designs, logos and slogans are the intellectual property of Horizen or our affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Horizen,” “Horizen Labs” or any other name, trademark or product or service name of our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Site constitutes the service mark, trademark, or trade dress of Horizen and may not be copied, imitated or used, in whole or in part, without our prior written permission.
All other third-party trademarks, registered trademarks, and product names mentioned in the Site or contained in the content linked to or associated with the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation.
Horizen may collect usage information that allows us to collect information regarding how users access and use the Site (“Usage Data”). We use this information to analyze trends, administer the Site, troubleshoot any user problems, and to enhance and update the Site. We may conduct this Usage Data collection by using third parties. Our use of Usage Data will be conducted in accordance with the terms of our Privacy Policy.
You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Site or as part of your systems, to the extent applicable. Horizen assumes no responsibility for any losses resulting from any compromise of your systems, usernames or passwords.
We may make any improvement, modifications or updates to the Site, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (the “Updates”) from time to time. Your continued access and use of the Site are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although Horizen is not obligated to monitor access to or participation in its Site, it has the right to do so for the purpose of operating the Site, to ensure compliance with the Terms and to comply with applicable law or other legal requirements.
By utilizing the Site, you do not gain any rights thereto. All right, title, and interest in and to our Site, including all modifications, improvements, and enhancements made thereto, and all proprietary rights therein, shall be and remain Horizen’s sole and exclusive property.
Horizen welcomes feedback, comments and suggestions for improvements to the Site and the Services described therein (“Feedback”). You grant to Horizen a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose, in any form, format, media or media channels now known or later developed or discovered.
You will not (in each case except as otherwise contemplated as part of these Terms):
You agree to comply with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries and all applicable privacy and data collection laws and regulations) in connection with your use of the Site. To the extent required by law, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.
YOU MAY NOT USE THE SITE TO ENGAGE IN, OR FACILITATE, ANY UNLAWFUL ACTIVITY, INCLUDING BUT NOT LIMITED TO MONEY LAUNDERING, TERRORIST FINANCING, SANCTIONS EVASION, OR THE DISTRIBUTION OF INFRINGING OR HARMFUL CONTENT. HORIZEN RESERVES THE RIGHT TO DENY OR TERMINATE SERVICE TO USERS IN RESTRICTED JURISDICTIONS.
HORIZEN AND ITS AFFILIATES MAKE NO, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE. THE SITE IS PROVIDED “AS IS” AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, HORIZEN EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALUE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Horizen has made no promises or guarantees with respect to the delivery of any future features or functions. Any discussions of any future features or functions, either prior to or following the agreement to these Terms, are for informational purposes only, and Horizen has no obligation to provide any such features or functions. You acknowledge that you have not relied on any statement, promise, assurance, or warranty that is not set out in the Terms.
Horizen makes no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis or free of viruses, errors, or defects. Horizen makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or materials offered in connection with the Site.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF USE, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF SITE, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF US, OUR SUPPLIERS, AND OUR LICENSORS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE EXCEED ONE HUNDRED DOLLARS ($100). Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HORIZEN AND YOU.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold Horizen and/or subsidiaries and affiliates harmless, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Horizen Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Site; (b) your violation of these Terms; and (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights) You agree to promptly notify Horizen Parties of any third-party Claims, cooperate with Horizen Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that Horizen Parties will have control of the defense or settlement, at Horizen sole option, of any third-party Claims.
These Terms are governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof. Any legal suit, action, or proceeding arising out of, or related to, these Terms shall be instituted exclusively in the courts of New York although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Horizen’s sole discretion, it may require you to submit any disputes arising from the use of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the American Arbitration Association.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No waiver by Horizen of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Horizen to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Any ambiguities herein will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. These Terms will not be construed against any party by reason of its preparation. In the event any suit or other action is commenced by Horizen to construe or enforce any provision of these Terms, in addition to all other amounts, Horizen shall be entitled to receive from you, Horizen shall recover its reasonable attorneys’ fees and court costs, to the extent permitted by applicable law.
You may not sell, assign or transfer any of your rights, duties or obligations under these Terms without our prior written consent. Any attempt by you to assign or transfer the Terms, without such consent, will be null and void. We reserve the right to assign or transfer these Terms or any of its rights, duties and obligations hereunder to any third party. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.
Nothing herein shall constitute an employment, consultancy, joint venture, or partnership relationship between you and Horizen. If any provision of the Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Terms will remain in full force and effect. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”
Horizen’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Horizen. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: info@horizenlabs.io.
