MeetKai Inc. as a whole, holds the intellectual property rights over, and makes available, (a) the MeetKai Inc. Client, the Desktop Client, the Mobile Client,, the Editor Builder, the Blog, Events, Forum, any other additional tool used to create the MeetKai Metaverse, the Rewards tool which, with any other features, tools and/or materials made available from time to time by MeetKai Inc., are referred to herein as the "Tools" and (b) the website https://meetkai.com/ (the "Site"). Please read these Terms of Use (the "Terms" or "Terms of Use") carefully before using the Tools and the Site. By using or otherwise accessing the Tools and the Site, you: (1) accept and agree to be bound by these Terms; (2) accept that the Tools are still in testing phase and that you use at your own risk, as further explained in Section 2 below; (3) represent that you are old enough to use the Tools and the Site pursuant to Sections 3 and 9 below; (4) consent to the collection, use, disclosure and other handling of information as described in the Privacy Policy, available here https://meetkai.com/privacy ; (5) accept and agree (5.1.) the Content Policy, available here https://meetkai.com/tos, and (5.2.) any additional terms and conditions of participation issued by MeetKai Inc. from time to time. If you do not agree to the Terms, then you must not access or use the Tools or the Site.
The Tools are provided on an "as is" and "as available" basis and may contain defects and software bugs. You are advised to safeguard important data, property and content, to use caution, and not to rely in any way on the correct or secure functionality or performance of the Tools.
Except for Section 17, providing for binding arbitration and waiver of class action rights, as detailed in Section 7, MeetKai Inc. reserves the right, at the sole discretion of the Company, to modify or replace the Terms of Use at any time. The most current version of these Terms will be posted on the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Tools by you after any modification to the Terms constitutes your acceptance of the Terms of Use as modified.
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. MeetKai Inc. is a global platform and by accessing the Content, the Site or Tools, you are representing and warranting that you are of the legal age of majority in your jurisdiction as is required to access such Tools and Content and enter into arrangements as provided by the Tools. You further represent that you are otherwise legally permitted to use the Tools in your jurisdiction including owning cryptographic tokens, and interacting with the Site, Tools or Content in any way. You further represent that you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that MeetKai Inc. is not liable for your compliance or failure to comply with such laws. You further represent and warrant that all funds or assets used by you have been lawfully obtained by you in compliance with all applicable laws.
MeetKai Inc. shall bear no responsibility for any breach of security or unauthorized access to your account (the "Account"). You are advised to: (a) avoid any use of the same password with your selected third party private key manager that you have ever used outside of the third party private key manager; and (b) keep your password and any related secret information secure and confidential and do not share them with anyone else.
You are solely responsible for all activities conducted through your Account whether or not you authorize the activity. In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) that is connected with your Account, MeetKai Inc. may suspend or block your Account (or Accounts) as described in Section 15.
You are solely responsible for maintaining the confidentiality of your password and for restricting access to your devices. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your password or from any person's use of your password to gain access to your Account. You acknowledge that in the event of any unauthorized use of or access to your Account, password or other breach of security, you accept that due to the nature of the Tools and the platform itself, MeetKai Inc. will be unable to remedy any issues that arise.
MeetKai Inc. will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations, or for any reason whatsoever, except fraud on our part.
MeetKai Inc. cannot and will not be liable for any loss or damage arising from your sharing or other loss of your private key or related information, or any other damage or loss arising from unauthorized access to your Account.
If you reside in a jurisdiction where online gambling is banned (such as the United States of America, China and South Korea) you must refrain from accessing Content which includes online gambling.
You acknowledge and agree that your use of the Tools and the Site is at your sole risk. The Tools and the Site are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge and agree that MeetKai Inc. has no obligation to take any action regarding: which users gain access to or use the Tools; what effects the Tools may have on you; how you may interpret or use the Tools; or what actions you may take or fail to take as a result of having been exposed to the Tools. You release MeetKai Inc. from all liability for your inability to access to the Site, Tools or any Content therein. MeetKai Inc. is not and cannot be responsible for and makes no representations, warranties or covenants concerning any Content contained in or accessed through the Site, Tools, and MeetKai Inc. will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Tools.
You acknowledge and agree that the Site, the Tools and related applications are software code and are subject to flaws and acknowledge that you are solely responsible for evaluating any smart contract, code provided by the Site, Tools or Content and the trustworthiness of any third-party websites, products, smart-contracts, or Content you access or use through the Tools. You further expressly acknowledge and agree that Ethereum applications can be written maliciously or negligently, that MeetKai Inc. cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or even identity. This warning and others later provided by MeetKai Inc. in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Tools or the Site.
MeetKai Inc., neither own nor any Provider or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Tools. MeetKai Inc. shall not be liable for the acts or omissions of any such third parties, nor shall MeetKai Inc. be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
You are solely responsible for determining what, if any, Taxes apply to your related transactions, and any other transaction conducted by you. MeetKai Inc. does not, and will not, have any insight into or control over any transactions conducted by you in MeetKai Inc., and thus is not responsible for determining the Taxes that apply to your transactions entered through the Tools or otherwise involving any purchases or sales, or any other related transaction, and is not to act as a withholding Tax agent in any circumstances whatsoever.
6.1 MeetKai Inc. will have no insight into or control over these payments or transactions, nor does it have the ability to reverse any transactions. With that in mind, MeetKai Inc. will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Tools.
MeetKai Inc. may approve changes to the Terms from time to time. When MeetKai Inc. approves changes, MeetKai Inc. will make available the updated Terms through the Site and update the "Last Updated" date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Tools or the Site after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you must not access or use the Tools or the Site.
You affirm that you are over the age of 13, as the Tools are not intended for children under 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE TOOLS OR THE SITE, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
TO ACCESS CERTAIN CONTENTS, YOU WILL NEED TO HAVE A MINIMUM AGE AS DETAILED IN THE CONTENT POLICY.
IN ALL CASES INVOLVING ONLINE GAMBLING YOU MUST BE OLDER THAN 18 YEARS (OR THE MINIMUM LEGAL AGE IN YOUR PLACE OF RESIDENCE).
You shall release and indemnify, defend and hold harmless MeetKai Inc., and its officers, directors, employees and representatives from and against any and all losses, liabilities, expenses, damages, costs (including attorneys' fees and court costs) claims or actions of any kind whatsoever arising or resulting from your use of the Tools or the Site, your violation of these Terms of Use, and any of your acts or omissions. MeetKai Inc. reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with MeetKai Inc. in the defense of such matter.
10.1 YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND TOOLS. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE AND TOOLS MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND TOOLS IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE TOOLS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MEEETKAI INC., ITS DIRECTORS, OFFICERS AND EMPLOYEES,, NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY OR THEFT OR MISAPPROPRIATION OF PROPERTY OR ANY OTHER THEORY (EVEN IF MEETKAI INC. HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR TOOLS; THE USE OR THE INABILITY TO USE THE SITE OR TOOLS; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS, CONTENT OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR TOOLS; ANY ACTIONS MEETKAI INC. TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE TOOLS); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITE OR TOOLS OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITE OR TOOLS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10.2 MEETKAI INC. HEREBY EXPRESSLY DISCLAIMS, WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT.
10.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEETKAI INC., ITS DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE TOOLS WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE TOOLS WILL BE ACCURATE, (III) THE TOOLS OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE TOOLS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE TOOLS WILL BE SECURE.
10.4 YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT MEETKAI INC., ITS DIRECTORS, OFFICERS AND EMPLOYEES HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO ITS GROSS NEGLIGENCE.
10.5 MEETKAI INC. ITS DIRECTORS, OFFICERS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE NETWORK, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) INTELLECTUAL PROPERTY INFRINGEMENT BY THE USERS; (E) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE TOOLS.
10.6. SOME TOOLS, AS THE CLIENT PROVIDES YOU WITH FASTER ACCESS AND INTERACTION WITH MEETKAI INC. CONTENT AVAILABLE IN MEETKAI INC. MAY REDIRECT YOU TO THIRD-PARTY LINKS FOR WHICH MEETKAI INC. ARE NOT RESPONSIBLE. YOU ARE SOLELY RESPONSIBLE FOR ALL DOWNLOADS OF THIRD-PARTY CONTENT AND DATA, AND FOR ALL THIRD-PARTY LINKS CLICKED ON. PLEASE NOTE THAT BY CREATING A USER ON THE WEBSITE YOU RELEASE MEETKAI INC. FROM ANY AND ALL LIABILITY REGARDING THE ABOVE-MENTIONED CONTENT, DATA OR LINKS AND ASSUME THE RISKS DESCRIBED ABOVE.
11.1 YOU UNDERSTAND AND AGREE THAT MEETKAI INC., ITS OFFICERS, EMPLOYEES, DIRECTORS, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF MEETKAI INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 YOU AGREE THAT MEETKAI INC. TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE TOOLS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY YOU TO MEETKAI INC. UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.
11.3 YOU ACKNOWLEDGE AND AGREE THAT MEETKAI INC. HAS MADE THE TOOLS AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. MEETKAI INC. WOULD NOT BE ABLE TO PROVIDE THE TOOLS TO YOU WITHOUT THESE LIMITATIONS.
11.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
12.1 All title, ownership and Intellectual Property Rights in and to the Site and the Tools are owned exclusively by MeetKai Inc. or its licensors. MeetKai Inc. holds these Intellectual Property Rights for the benefit of the MeetKai Inc. community as a whole. You acknowledge and agree that the Site and Tools contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized in Section 13, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create Derivative Works based on the Site and the Tools, in whole or in part. MeetKai Inc.’s exclusive ownership shall include all elements of the Site and Tools, and all Intellectual Property Rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with Tools), design, systems, methods, information, computer code, software, "look and feel", organization, compilation of the content, code, data, and all other elements of the Site and the Tools (collectively, MeetKai Inc. Materials") are owned by MeetKai Inc., and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All MeetKai Inc. Materials are the copyrighted property of MeetKai Inc. or its licensors, and all trademarks, logos, service marks, and trade names contained in MeetKai Inc. Materials are proprietary to MeetKai Inc. or its licensors. Except as expressly set forth herein, your use of the Site and the Tools does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Site and the Tools. MeetKai Inc. reserves all rights in and to MeetKai Inc. Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that any "purchase", whether via the Tools or otherwise, does not give you any rights or licenses in or to MeetKai Inc. Materials (including, without limitation, the MeetKai Inc.’s copyright in and to the art and drawings associated with the Tools and content therein) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of MeetKai Inc. Materials (including, without limitation, MeetKai Inc.’s copyright in and to the art and drawings associated with the Tools and content therein) in any way without MeetKai Inc.’s prior written consent in each case, which consent MeetKai Inc. may withhold in its sole and absolute discretion.
12.2 You may choose to submit comments, bug reports, ideas or other feedback about the Site or the Tools, including without limitation about how to improve the Tools (collectively, "Feedback"). By submitting any Feedback, you agree that MeetKai Inc. is free to use such Feedback at MeetKai Inc.’s discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant MeetKai Inc. a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for MeetKai Inc. to incorporate and use your Feedback for any purpose.
12.3 You acknowledge and agree that you are responsible for your own conduct while accessing or using the Site and the Tools, and for any consequences thereof. You agree to use the Site and the Tools only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, post, upload, transmit, distribute, disseminate or otherwise make available any Content in violation of the Content Policy approved by MeetKai Inc., including without limitation, Content that infringes the Intellectual Property Rights of any party and any Content that contains any hate-related or violent content or contains any other material or products that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (ii) distribute viruses, worms, defects, Trojan horses, spyware, time bombs, cancelbots, corrupted files, hoaxes, or any other items of a destructive or deceptive nature, or that may harvest or collect any data or information about other users without their consent; (iii) impersonate another person (via the use of an email address or otherwise); (iv) use the Site or the Tools to violate the legal rights (such as rights of privacy and publicity) of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users' enjoyment of the Site or the Tools; (vii) exploit the Site or the Tools for any unauthorized commercial purpose; (viii) post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other similar form of solicitation; (ix) modify, adapt, translate, or reverse engineer any portion of the Tools; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or the Tools or any part of it; (xi) reformat or frame any portion of the Site or the Tools; (xii) stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors on the Site or the Tools; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site, the Tools or the Content posted on the Tools, or to collect information about its users for any unauthorized purpose; (xiv) use any cheats, hacks, or any other unauthorized techniques or unauthorized third-party software to cheat in any competition or game that may be offered on the Tools by other Users, or to otherwise disrupt or modify the Tools or the experience of any users on the Tools; (xv) create user accounts by automated means or under false or fraudulent pretenses; (xvi) attempt to gain unauthorized access to any other user's Account, password or Content; or (xvii) access or use the Tools for the purpose of creating a product or service that is competitive with the Tools.
12.4 The use of MeetKai Inc. logo and trademarks are regulated in the Terms of use available at https://meetkai.com/tos
The Site and the Tools provide, or third parties may provide, links to other World Wide Web or accessible sites, applications or resources. Because MeetKai Inc. has no control over such sites, applications and resources, you acknowledge and agree that MeetKai Inc., its officers, and employees are not responsible for the availability of such external sites, applications or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that MeetKai Inc., its officers, and employees shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
You shall have a right to terminate your Account at any time by canceling and discontinuing your access to and use of the Tools. MeetKai Inc. may decide to terminate or suspend all or part of the Site and the Tools and your access to the Site and the Tools immediately, without prior notice or liability. You will not receive any refunds if you cancel your Account, or if these Terms are otherwise terminated. You agree that MeetKai Inc., in its sole discretion and for any or no reason, may terminate these Terms and suspend your Account(s) for the Tools. You agree that any suspension of your access to the Site or the Tools may be without prior notice, and that MeetKai Inc. (and its officers and employees) will not be liable to you or to any third party for any such suspension.
In the event of your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, MeetKai Inc. may, without limitation, suspend your Account, block any infringing Content and adopt any other action deemed necessary to prevent future breaches, in addition to any other remedies MeetKai Inc. and/or any User may have at law or in equity.
Upon any termination or suspension of your Account, you may no longer have access to information that you have posted on the Tools or that is related to your Account, and you acknowledge that MeetKai Inc. will have no obligation to maintain any such information in the relevant databases or to forward any such information to you or to any third party. Upon termination of your Account, your right to use the Tools will immediately cease. The following provisions of these Terms survive any termination of these Terms: REPRESENTATIONS AND RISKS; TRANSACTION AND FEES; INDEMNITY; DISCLAIMERS; LIMITATION ON LIABILITY; PROPRIETARY RIGHTS; LINKS; TERMINATION AND SUSPENSION; NO THIRD-PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms.
If you believe that your Intellectual Property Rights (as this term is defined in the Content Policy) or the Intellectual Property Rights of a person on whose behalf you are authorized to act has been infringed, you are encouraged to contact the infringing party directly. Additionally, you may also contact MeetKai Inc. providing the following information:
● an electronic or physical signature of the person authorized to act on behalf of the owner of the Intellectual Property Right;
● a description of the Intellectual Property Right that you claim has been infringed; ● description of where the material that you claim is infringing is located on the Tools;
● your address, telephone number, and email address;
● a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the Intellectual Property Right, its agent, or the law;
● a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are Intellectual Property owner or authorized to act on the owner's behalf.
MeetKai Inc. can be reached at email: [email protected]
To the extent possible, MeetKai Inc. may try to reach the would-be infringing party to forward your concerns. MeetKai Inc. is not in a position to assess the legal merits of the claims.
As MeetKai Inc. does not control the Content being uploaded by the users, if the user does not agree with your claim and/or does not accept to withdraw the infringing content, MeetKai Inc. may take any of the following measures, (i) block the infringing Content so as to render it inaccessible through the Tools (although it could be still accessible through other clients); (ii) block the infringing user's Account. Any further action, claim or remedy against the infringing user must be undertaken by the aggrieved user.
Although not at the core of its role or responsibilities, to the extent technically possible, MeetKai Inc. may also, at its sole discretion, (i) block any kind of Content uploaded by users; (ii) suspend user Accounts; and/or (iii) request documents evidencing the right of the contributor to use Intellectual Property Rights embedded in the Content.
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below.
Specifically, any dispute that is not resolved under the Initial Dispute Resolution provision shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. The following shall apply in respect of such arbitration: (i) the number of arbitrators shall be three (one nominated by each party); (ii) the decision of the arbitrators will be binding and enforceable against the parties and a judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereto (provided that in no event will the arbitrator have the authority to make any award that provides for punitive or exemplary damages or to award damages excluded by these Terms or in excess of the limitations contained in these Terms); (iii) the seat, or legal place, of arbitration shall be the State of Delaware; and (iv) the language to be used in the arbitral proceedings shall be English, any documents submitted as evidence that are in another language must be accompanied by an English translation and the award will be in the English language. Claimants and respondents shall bear its or their own costs of the arbitration, including attorney's fees, and share equally the arbitrators' fees and administrative costs. For purposes of cost sharing, all claimants shall be considered one party and all respondents shall be considered one party. The parties shall maintain strict confidentiality with respect to all aspects of any arbitration commenced pursuant to these Terms and shall not disclose the fact, conduct or outcome of the arbitration to any non-parties or non-participants, except to the extent required by applicable Law or to the extent necessary to recognize, confirm or enforce the final award or decision in the arbitration, without the prior written consent of all parties to the arbitration.
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND MEETKAI INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
4-exception-litigation of Intellectual Property and Small Court Claims
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email address: [email protected]. Your notice must be sent within 30 days of your first use of the Tools, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, MeetKai Inc. also will not be bound by them.
MeetKai Inc. will provide 60-days' notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day.
These Terms and the relationship between you and MeetKai Inc. shall be governed by the laws of Delaware, without regard to conflict of law provisions.
For any dispute not subject to arbitration you and MeetKai Inc. agree to submit to the exclusive jurisdiction of the courts with seat in the state of Delaware, United States. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
These Terms (and any additional terms, rules and conditions of participation that MeetKai Inc. may post on the Site or on the Tools) constitute the entire agreement between you and MeetKai Inc. with respect to the Tools and supersedes any prior agreements, oral or written, between you and MeetKai Inc.. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.
The failure of MeetKai Inc. to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site, the Tools or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the Terms are for convenience only and have no legal or contractual effect.
Users with questions, complaints or claims with respect to the Site or the Tools may contact us using the relevant contact information set forth above and at [email protected].
The following definitions shall apply only to Section 13 of the Terms:
"Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."
"Contributor" shall mean MeetKai Inc. and/or any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.
"Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.
"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"License" shall mean the terms and conditions for the use, reproduction, and distribution of the open source, as defined by Section 13.
"Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.
"Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.
"Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.
"Work" shall mean the work of authorship of the Tools, made available under the License, as indicated by a copyright notice that is included in or attached to the Work.
