Terms and Conditions

Acceptance of Terms

BY ACCESSING THE CINDEX SERVICE(S), YOU AGREE TO THE CINDEX TERMS OF USE AND THE CINDEX PRIVACY POLICY.

THESE TERMS OF USE IS A LEGAL AGREEMENT BETWEEN YOU AND CINDEX AND GOVERNS YOUR USE OF THE SERVICES. BY USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ AND

AGREE TO THESE TERMS OF USE AND CINDEX’S PRIVACY POLICY (“PRIVACY POLICY”) AND,

IF APPLICABLE, CINDEX’S END USER LICENSE AGREEMENTS (“EULA”), AND ANY OTHER

RELATED TERMS AND CONDITIONS LOCATED ON CINDEX’S WEBSITE, ALL OF WHICH ARE

INCORPORATED HEREIN BY THIS REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF

USE, DO NOT USE THE SERVICES.

In addition, when using the Services, you shall be subject to any posted guidelines, rules, or terms applicable to such Services, which may be posted from time to time. All such guidelines, rules, or terms (including, without limitation, Cindex’s Privacy Policy) are hereby incorporated by reference into the Terms of Use.

In the event the terms of these Terms of Use conflict with the Privacy Policy, applicable EULA, or any other agreement between you and Cindex, the terms of the applicable Privacy Policy, EULA, or other agreement shall govern as to the conflicting terms. If you have any questions regarding these terms and conditions, please contact customer service, which is provided via Cindex’s website.

By accessing the Cindex Website and use of the Services, you agree to these Terms of Use, and you acknowledge that you have read and understood these Terms of Use. If you do not agree with the terms and conditions in these Terms of Use, please exit the Website and discontinue any use of the Services.

Please note the following:

  • You agree that you will only use the Website and Services for lawful purposes and pursuant to these Terms of Use.

  • You represent and warrant that you are not subject to sanctions by United States, and are not a citizen or resident of a state, country, territory, or other jurisdiction that is embargoed by United States or where your use of the Website would be illegal or otherwise violate any domestic or foreign law, rule, statute, or regulation (“Applicable Law”).

  • You agree that you will not use the Website and Services if you do not agree to be bound by these Terms of Use.

  • At various times in the future, we may revise these Terms of Use, and you agree that you will be bound by, and will comply with, any revised terms, as of the date of publication of any revision.

  • You agree that Cindex may also offer other services that are governed by these or different terms of use.

Scope of Use

The services that Cindex provides to you through its website: https://cindex.finance (the “Website”), and, together with tools to access the Ethereum-based protocol for decentralized on-chain asset management known as the “Cindex” or “Cindex Finance” online app/platform, and related services (collectively, the “Services”) are subject to the following Terms of Use, regardless of what device is used to access the Services. Cindex reserves the right to update these Terms of Use at any time without notice to you. The most current version of these Terms of Use can be reviewed by clicking on the “Terms and Conditions” hypertext link located at the bottom of the Website(s) located at https://cindex.finance/terms. Cindex shall have the right at any time to change or discontinue any aspect or feature of the Services, including, but not limited to, content, access, or use.

Modifications to Services

Cindex may change or modify the Services at any time, without notice. Cindex will use its best efforts to not materially reduce or eliminate any of the core functionalities of the Services, unless for scheduled maintenance or if we notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of maintenance or changes on our Telegram & Twitter channels.

License Grant from Cindex

Cindex hereby grants you a single, non-exclusive, non-transferable, and limited license, personal to you, to access and use the Service. This license grant is conditioned on your acceptance and adherence to these Terms of Use and Privacy Policy.

License Grant to Cindex

Unless otherwise agreed upon by you and Cindex, any communications or material of any kind that you e-mail, post, or otherwise transmit through the Service, including data, performance, graphs, charts, prices, questions,

comments, or suggestions (your “Communications”) will be treated as non-confidential and non-proprietary. You hereby grant to Cindex a license to reproduce, disclose, transmit, publish, broadcast, or post your Communications either on the Cindex website or elsewhere with no liability or obligation to you. Cindex is free to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose, including, but not limited to, developing and marketing products using such information.

Use of the Services

You agree to use the Services for lawful purposes only, and solely in a manner consistent

with the intent of Cindex as described in these Terms of Use.

  • You agree that while using the Service, You will not engage in any activities that are in violation of any applicable laws of any jurisdiction that applies. You further agree to not offer any interests, tokens, or equity in any fund owned or managed by You to a person who does not qualify to participate or purchase such interests, tokens, or equity in the applicable jurisdiction.

  • You agree that you will not use the Service for, or to promote or facilitate, illegal activity (including, without limitation, money laundering, financing terrorism, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons).

  • You agree that you will not use the Service for uploading or transmitting viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services.

  • You agree that you will not use the Service for attempting to or actually copying or making unauthorized use of all or any portion of the Services, including by attempting to reverse compile, reformatting or framing, disassemble, reverse engineer any part of the Services.

  • You agree that you will not use the Service under false or fraudulent pretenses or otherwise being deceitful.

  • You agree that you will not use the Service for interfering with other users’ access to or use of the Services.

  • You agree that you will not use the Service for interfering with or circumventing the security features of the Services or any third party’s systems, networks, or resources used in the provision of Services.

  • You agree that you will not use the Service for engaging in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract in connection with the use of the Service (and operations performed by a user that are technically permitted by a smart contract may nevertheless be a violation of our Agreement, including these Terms, and the law).

  • You agree that you will not use the Service for engaging in any anticompetitive behavior or other misconduct.

  • You agree that you will not use any electronic communication feature of the Services for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.

  • You agree you will not upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws, unless you own or control the rights thereto or have received all necessary consent to do the same.

  • You will only invest in a vault or other financial instrument offered through the Services after carefully reviewing and assessing the terms of the investment. You will be solely responsible for complying with applicable law regarding any transaction, including determining whether any investor is qualified to invest in the offering, and whether any investment complies with the terms of local law. You understand that you must retain your own professional counsel, including legal, tax, accounting, and other advice.

  • Cindex reserves the right to terminate your access to the Services at any time, without notice, for any reason, and you agree that Cindex will not be liable to you or to any third party for any termination, suspension, or modification to your account.

  • Cindex reserves the right to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or remove any information or materials, in whole or in part, in its sole discretion. Materials uploaded to the Services may be subject to posted limitations on usage, reproduction, and/or dissemination; You are responsible for adhering to such limitations if you download the materials.

  • Always use caution when giving out any personally identifiable information in any service. Cindex does not control or endorse the third-party content, messages, or information found in the Services. Cindex disclaims any liability regarding the Services and any actions resulting from your participation in the Services. Managers and hosts are not authorized Cindex spokespersons, and their views do not necessarily reflect those of Cindex.

Digital Assets

Cindex does not custody any digital assets and does not have access to, or retain the electronic private keys of Cindex Vaults. As the custodian of the digital assets in your Cindex Vaults, trench Managers shall bear all risk of loss of such digital assets and assume all legal risks associated with ownership of the assets.

Risks Associated with Digital Assets

By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital tokens such as Bitcoin (BTC), Ether (ETH), and other digital assets such as those following the Ethereum Token Standard (ERC-20). Cindex does not control the underlying software protocols of any digital assets accessible via the Services. You agree that Cindex is not responsible for the operation, functionality, or security of the underlying protocols and is not liable for any loss of asset value you may encounter due to any operating change, malfunction, or failure of the underlying protocols. You further understand that the markets for these digital assets are highly volatile, and that there are risks associated with digital assets including (but not limited to) those related to adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You understand and agree to assume full responsibility for all of the risks of accessing and using the Services and interacting with Ethereum, Polygon, and other blockchains, and agree that Cindex is not responsible for any loss you may experience as a result of these risks. You further assume all legal risks associated with ownership of digital assets, including but not limited to, any investigation or enforcement action brought by applicable regulators and/or any other enforcement agency or organization, and any private litigation based on violations of applicable securities laws and regulations. You should be aware that anyone can create digital assets (such as ERC-20 tokens on Ethereum). We make no representation about the nature, quality, or legal categorization of the token or associated project. You are responsible for doing your own research as well as ensuring that you may legally transact in relevant assets in the jurisdiction where you reside.

User Account, Password, Private Key, and Security

Electronic (including wired and wireless) communications through the Services may not be encrypted. You understand and acknowledge the risk that data, including e-mail, and other communications, along with personal data, may be accessed by unauthorized third parties when communicated in this way.

If you wish to interact with the Services, you will be required to connect a digital asset wallet, and you represent that you have the requisite authority to connect the digital asset wallet to the Services. You are entirely responsible for maintaining the confidentiality of your digital asset wallet and password and account, if any. Furthermore, you are entirely responsible for all activities that occur under your account. You agree to notify Cindex immediately of any unauthorized use of your account or any other breach of security. YOU WILL NOT HOLD CINDEX LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF ANY MISUSE OF YOUR DIGITAL ASSET WALLET OR LOGIN INFORMATION, WHETHER WITH OR WITHOUT YOUR KNOWLEDGE. You acknowledge that you may be held liable for losses incurred by Cindex or another party due to someone else using your digital asset wallet, account, or password. You may not use anyone else’s account at any time, without the permission of the account holder.

If you choose to invest in certain vaults through the Services, you may be required to demonstrate your identity, that you are an "accredited investor," "professional investor," or that you are otherwise qualified to invest in such vaults. In connection with your investment and such a vault, you authorize Cindex and/or its representatives to collect any required information, representations, or supporting documentation and evidence as required by the vault in question and disclose it in connection with our provision of the Services. This includes, without limitation, disclosure to investment funds or prospective investments you designate, government agencies, or otherwise to comply with applicable law.

By agreeing to these Terms, you warrant that you are at least 18 years old. If you are under 18 years old, you may neither open an account with Cindex, nor use the Services provided by Cindex. If Cindex is notified of the existence of an account for a person under 18 years old, Cindex will, in its sole discretion, close that account.

Charges and Fees

The Service may be available to you with or without charge. Access to certain features, functions, and/or full or partial portions of the Services may require a one-time payment, continuous subscription payments, or payments based on the performance of your fund.

During the course of using the Service, you may be required to pay fees such as gas charges on the Ethereum network to perform a transaction. You acknowledge and agree that Cindex has no control over any transactions, the method of payment of any transactions, or any actual payments of such fees.

In addition to any payments or fees required to access certain features, capabilities, functions, or services offered through or by the Services ("Charges"), you are responsible for paying all applicable taxes and for all third-party hardware, software, service, and other costs you may incur to access or use the Services. Many third-party service providers, such as an Application Programming Interface ("API") service providers, may charge additional fees for the use of such APIs which may be required for you to use the Services provided by Cindex. Cindex is not responsible for any payments or fees that you may be responsible for by these API third-party service providers, other than what is contained within the payments you make to Cindex for the Services.

You may stop using Cindex at any time. You will not receive full or partial refunds for the fee that has occurred..

Uploaded Content

You are solely responsible for any content (e.g., questions or comments or any other information or data) you submit to the Website ("User Content") or in connection with your use of the Services. To the extent you submit User Content to the Website, you grant to us and to all other users a royalty-free, perpetual, irrevocable, non-exclusive, fully paid, and transferable right and license to use, reproduce, modify, adapt, publish, distribute, translate, communicate to the public, create derivative works from, perform, and display such User Content worldwide without restriction or compensation. Any User Content you contribute to the Website becomes public upon your submission of the information. User Content posted in the public areas of the Website may appear in public search results and may be accessed by everyone on the Internet, which you should take into consideration before submitting User Content to the public areas of the Website.

Monitoring

You acknowledge that we are under no obligation to monitor the use of the Website or the information contained in or transmitted through the Website, although we may monitor the Website or the information contained therein for a variety of reasons, including (a) to comply with applicable laws, regulations, or other government requests; and (b) for such other purposes as we deem appropriate. We reserve the right to modify, reject, or eliminate any information contained in or transmitted through the Website that we believe is unacceptable or in violation of these Terms of Use.

Third Party Service Providers

Cindex's Services include, but are not limited to, integrating services of third-party providers in connection with your use of the Services. You agree that we are not responsible for such services of these third-party providers. Our inclusion of such third-party providers should not be construed as an endorsement of the services offered by such third-party providers. You agree that your use of the Website to access or integrate a third-party provider's services is at your own risk, and that you will review and comply with any terms of use or privacy policies that pertain to such third-party providers.

Warranties

Cindex makes no representations or warranties about:

a) the uptime, reliability, or availability of the Services, or about our Services being completely error-free, as they might go offline or be unreliable for a variety of reasons, including reasons related to updates, problems with communication networks, hardware problems, software problems, bugs, external attacks, or other reasons;

b) the correctness of information displayed on our website or through our API, including, but not limited to information about available third-party services, information about fees applicable to such third-party services, and information about network fees, as such conversion ratios and fees may be subject to changes for a variety of reasons (such as transaction delays, market volatility, and sudden network congestion) outside of Cindex's control, before, during, or even after transactions have been initiated;

c) the legitimacy, availability, suitability for purpose, security, or reliability of third-party services, as we have no control over such services.

Fiat to Crypto Conversion Services

Use of services provided by Onramper and accessed via Cindex may allow you to interact and transact with various third parties that offer fiat-to-cryptocurrency conversion services ("Fiat Gateways").

Onramper is solely a provider of technical infrastructure allowing supply and demand for fiat-to-crypto conversion services to find each other and does not sell cryptocurrencies, does not convert fiat currencies into cryptocurrencies, and never acts as a Fiat Gateway itself in any way whatsoever.

Neither Cindex nor Onramper are a party to any transactions that may occur between End-Users and third-party Fiat Gateways, and Onramper does not take custody of End-User funds at any stage. Neither Cindex nor Onramper can provide customer support of any kind for transactions between Cindex Users and Fiat Gateways, including, but not limited to, customer support regarding identification procedures and transaction monitoring (Know-Your-Customer and Anti-Money-Laundering procedures), cancellations, refunds, and transaction limits. Any contractual agreements, terms, and conditions applicable to transactions between End-Users and third-party Fiat Gateways are governed by the relevant agreement(s) in place between End-Users and third-party Fiat Gateways.

In order to provide and optimize their Services, Onramper processes a limited amount of user data, as governed by Onramper's privacy policy. All other personal data, which is inputted by users and processed in relation to transactions between End-Users and third-party Fiat Gateways, is governed by the privacy policies of such Fiat Gateways, which policies are to be accepted by the End-User upon making such transactions, together with the terms and conditions from those Fiat Gateways.

As neither Onramper nor Cindex are a party to transactions between End-Users and Fiat Gateways, neither Onramper nor Cindex can make any representations or warranties of any kind with regard to such transactions or the services provided by Fiat Gateways.

Links to Other Websites

The Website may contain links or other connections to websites operated by third parties. We are not responsible for such websites. Our inclusion of such links should not be construed as an endorsement of the material on such websites. You agree that your use of the Website to link to a third-party website is at your own risk, and that you will review and comply with any terms or privacy policies that pertain to such third-party websites.

Disputes

You are solely responsible for your interaction with other Users on the Website. While we may monitor claims that involve you and other Users, we have no obligation to become involved. If you become involved in such a dispute, then you release us from claims, demands, and damages of every kind and nature, known and unknown, arising out of or connected with such dispute.

No Investment Advice or Recommendations

The information provided on the Cindex website does not constitute investment advice, financial advice, trading advice, or any other sort of information a User should rely on before making an investment decision. Cindex does not conduct any due diligence on behalf of Users with respect to any investment funds, related offering materials, or underlying investment instruments available through the Services. Users should not treat the information contained on the Cindex website as such. Users must conduct their own due diligence and research prior to making an investment.

Although Cindex may provide information relating to potential investments and opportunities to buy or sell securities, you should not construe any market information, features, tools, or other content available through the Cindex Service as legal, tax, investment, financial, or other advice. Nothing contained in the Cindex Service or any other content on the Cindex website constitutes a solicitation, recommendation, endorsement, or offer by Cindex to buy or sell any securities or other financial instruments. You understand that Cindex is not the source of the market information, offering materials, or other such information and does not warrant its accuracy, and does not recommend or endorse any fund using the Services. You understand that the information available is to be used at Your own risk.

You alone assume the sole responsibility of evaluating the merits and risks associated with the use of the Cindex Service, the Cindex website, or any related service before making any decisions based on market information or content. In exchange for using the Cindex Service, you agree not to hold Cindex, its agents, liable for any possible claim for damages arising from any decision you make based on information made available to you through the Cindex Service, the Website, or any related service.

Unless pursuant to a separate agreement with a particular fund offered through the Services, Cindex is not responsible for verifying that any User is accredited, is qualified to invest in a particular or any, or otherwise authorized or appropriate to invest in you, or for determining whether any use of the Services constitutes a general solicitation of securities under the securities laws of the United States or the laws of any state or other jurisdiction, including foreign jurisdictions.

Indemnity

To the fullest extent permitted under applicable law, you agree to indemnify and hold Cindex, its partners and affiliates, and each of their council members, advisers, agents and contractors, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your electronic communications, your User Content, your use of the Service or the Website, your conduct in connection with the Service or the Website or with other users of the Service or the Website, your investment in any fund or other opportunity through the Services, or any violation of these Terms of Use or of any law, or the rights of any third party.

Disclaimers

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER CINDEX, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE COUNCIL MEMBERS, ADVISERS, DIRECTORS, CONTRACTORS, OR LICENSORS, WILL BE LIABLE FOR ANY USE OR MISUSE OF THE SERVICES, WHETHER THAT USE IS BY CINDEX, YOU, OR A THIRD PARTY. NEITHER CINDEX, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, OR LICENSORS, WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES THAT ARE BOTH (I) IMPLIED BY LAW AND (II) INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION, UNDER LAWS APPLICABLE TO THESE TERMS OF USE.

IN ADDITION TO THE FOREGOING, YOU EXPRESSLY AGREE THAT CINDEX SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY:

  • USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS

  • SERVER FAILURE OR DATA LOSS

  • THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR TOKEN OR DIGITAL ASSET OR CRYPTOASSET NETWORK (INCLUDING ANY WALLET PROVIDER), INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING, OR CYBERSECURITY BREACHES

  • ANY CHANGE IN VALUE OF ANY TOKEN OR DIGITAL ASSET

  • ANY CHANGE IN LAW, REGULATION, OR POLICY

  • EVENTS OF FORCE MAJEURE

WITHOUT LIMITING THE FOREGOING, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, LOSS OF ACCESS, UNAVAILABILITY, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF, THE SERVICES AND ANY MATERIALS OR CONTENT FOUND THEREIN, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

YOU ACKNOWLEDGE THAT CINDEX IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS, AND THAT YOU ALONE ARE ASSUMING THE RISK OF INJURY FROM THE FOREGOING, TO THE FULLEST EXTENT OF THE LAW. IN NO EVENT WILL CINDEX, ITS AFFILIATES, ANY OF THEIR RESPECTIVE COUNCIL MEMBERS, ADVISERS, DIRECTORS, CONTRACTORS, OR LICENSORS OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR PROVIDING THE SERVICES, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES. IN ADDITION TO THE TERMS OF USE SET FORTH ABOVE, NEITHER CINDEX NOR ITS AFFILIATES, AGENTS, ADVISERS, INFORMATION PROVIDERS, CONTENT PARTNERS, OR THIRD-PARTY PROVIDERS, SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SERVICES, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. CINDEX SHALL NOT BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

CINDEX RESERVES THE RIGHT TO MAKE CHANGES AND CORRECTIONS TO THE SERVICES AND THESE TERMS OF USE AT ANY TIME, WITHOUT NOTICE. THE INFORMATION PROVIDED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CINDEX DOES NOT WARRANT, AND AFFIRMATIVELY DISCLAIMS, ANY AND ALL WARRANTIES REGARDING, THE ACCURACY, COMPLETENESS OR TIMELINESS OF INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE SERVICES OR ON THE CINDEX WEBSITE. CINDEX PROVIDES NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. CINDEX EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION CONTAINED IN THE WEBSITE. CINDEX MAY CHANGE INFORMATION CONTAINED IN THE SERVICES AT ANY TIME AND MAKES NO COMMITMENT TO UPDATE THE INFORMATION CONTAINED THEREIN. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR FROM THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Governing Law; Arbitration

These Terms of Use constitute the entire agreement between You and Cindex concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, warranties, both written and oral, with respect to the subject matter hereof. Except to the extent applicable law provides otherwise, these Terms of Use and any access to or use of the Cindex Service will be governed by the laws of the British Virgin Islands, without regard to the conflict of laws rules thereof. Any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the British Virgin Islands Arbitration Act. The number of arbitrators shall be one; the seat of the arbitration shall be Road Town (unless the parties mutually agree on a city in another country), and the arbitral proceedings shall be conducted in English. The arbitrator shall, in the arbitral award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and reasonable attorneys’ fees of the prevailing party, for payment by the non-prevailing party, and shall determine the prevailing party for this purpose. The parties further agree that (i) any claims brought by either party must be brought in such party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, and (ii) the arbitrator may not (x) consolidate more than one person’s claims, (y) otherwise preside over any form of a representative or class proceeding or (z) award class-wide relief.

Limitation of Liability

IN NO EVENT SHALL CINDEX BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF YOU OR THE RELEVANT PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM LOSS FROM YOUR: (I) INABILITY TO USE, (II) USE, AND/OR (III) MISUSE, DATA; NOR SHALL CINDEX BE LIABLE FOR ANY LOSS OF PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE RELATED TO THE SERVICES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT WILL CINDEX OR ITS AGENTS, BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY TORT, CONTRACT OR ANY OTHER LIABILITY ARISING IN CONNECTION WITH THE USE OF THE SERVICES, OR RELIANCE ON ANY INFORMATION OR SERVICES PROVIDED BY CINDEX. CINDEX AND ITS AGENTS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU AND/OR ANY THIRD-PARTY, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF CINDEX AND/OR ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS; (III) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES; (VI) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY, EVEN IF THE THIRD PARTY HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (VII) ANY OTHER MATTER RELATING TO THE SERVICES. YOU AGREE THAT YOU WILL NOT IN ANY WAY HOLD CINDEX RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICES.

Because some jurisdictions prohibit the limitation of liability for consequential or incidental damages, in such jurisdictions the limitation of liability only with respect to consequential or incidental damages may not apply to you, and the respective liability of Cindex and its agents, council members, distributors and other partners is limited to the greatest extent allowable under applicable law in those jurisdictions.

In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liabilities or remedies available as set forth in these Terms of Use, or any portions thereof, are unenforceable for any reason, or that any of your remedies under these Terms of Use fail, then you expressly agree that under no circumstances will the total, aggregate liability of Cindex and its agents, advisers, employees, distributors, or affiliates, to you or any party claiming by or through you for any cause whatsoever, exceed USD 100, regardless of the form of action and whether in contract, statute, tort, or otherwise.

Digital Millennium Copyright Act

If you believe that any content infringes any of your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the information in writing as outlined in 17 U.S.C 512(c)(3). You acknowledge that if you fail to comply with all of the requirements of 17 U.S.C. 512 (c)(3), your DMCA notice may not be valid.

Termination

Cindex shall have the right to immediately terminate your account in the event of any conduct by you that Cindex, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of these Terms of Use.

Trademark Notice

The term Cindex, along with any associated logos, are trademarks of Cindex, all rights reserved. All other trademarks appearing on the Cindex Website or within the Services are the property of their respective owners.

Privacy Policy

To access the Services, you must explicitly consent to our privacy and data security practices. Our privacy and data security practices can be found by visiting our Privacy Policy which contains our data security practices at [insert link to the privacy policy].

Miscellaneous

These Terms of Use constitute the entire agreement between each of you and Cindex concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, warranties, both written and oral, with respect to the subject matter hereof.

PreviousMedia KitNextPrivacy Police

Last updated