Terms of Service

Last modified: January 22, 2019

PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT” OR “TERMS OF SERVICE”) CAREFULLY BEFORE USING THE UNLOCK, INC. SERVICES. It is a binding agreement between you or any user, including users who are also contributors of content, (“End User” or “you”) and Unlock, Inc. (“Unlock”). For purposes of this Agreement, the Unlock “Services” include Unlock’s website (Unlock-protocol.com), domain name, and its services, content, applications and features, including any protocols and components thereof, which may exist now or in the future and which it may offer from time to time. Unlock’s “Site” means Unlock’s website and its domain name.

Acceptance of Terms

The Services are offered on the condition that you accept this Agreement without modification, including all other operating rules, policies and procedures that may be published from time to time on or via the Services.

BY CLICKING THE “AGREE” BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (C) ALL REGISTRATION INFORMATION YOU SUBMIT IS ACCURATE AND TRUTHFUL. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

In addition, some Services may be subject to additional terms and conditions promulgated by Unlock from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Please note that in all cases and to the maximum extent it is legally permissible, Unlock may, in its sole discretion, refuse to offer the Services (in whole or in part) to any person or entity and change its eligibility criteria at any time.

Changes and Updates

Unlock reserves the right to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Services or by sending you an email. Unlock may also impose limits on certain Services or restrict your access to parts or all of the Services without notice or liability.

Please be aware that it is your responsibility to check this Agreement periodically for changes. Your continued use of the Services following the posting of any changes will mean you accept those changes.

Privacy

The privacy protocols and terms that apply to the Services are located at Privacy Policyand is incorporated into this Agreement. For inquiries in regard to the Privacy Policy, or to report a privacy related problem, please contact [email protected].

Intellectual Property

You hereby acknowledge that Unlock owns or has the license rights to all right, title and interest in and to the Services, including without limitation, the API, and all underlying software and technology and the Intellectual Property Rights related thereto. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

Unless expressly agreed to subsequently in writing with Unlock, all rights not expressly granted under this Agreement are hereby reserved. Nothing in this Agreement gives you or anyone else a right to use any of the trade names, trade marks, service marks, logos, domain names, and other distinctive brand features related to Unlock Site or Services.

Rules and Conduct

As a condition of use and access to the Services, we expect that you will not use the Services inappropriately. You promise not to use the Services for any purpose that is prohibited by this Agreement or applicable law or to intentionally damage, offend or injure anybody else. You are responsible for all of your activity in connection with the Services. For purposes of this Agreement, the term “Content” includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Unlock or its partners on or through the Services.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action, or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any material on or through the Services, that:

infringes any Intellectual Property Rights of any other person or entity;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Unlock or any third party; or
impersonates any person or entity, including any employee or representative of Unlock.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Unlock in its sole discretion) an unreasonable or disproportionately large load on Unlock’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Unlock may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); or (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Services.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction, or (ii) modify any part of the Services. You shall abide by all applicable local, state, national and international laws and regulations.

Unlock reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Unlock is concerned that you may have violated this Agreement), or for no reason at all.

Registration

As a condition to using certain aspects of the Services, you will be required to register with Unlock. You are solely responsible for activity that occurs on or associated with your account and shall be responsible for maintaining the confidentiality of your Unlock account details, to the extent applicable. You shall never use another user’s account without such other user’s express permission. You will immediately notify Unlock in writing of any unauthorized use of your account, or other account-related security breach of which you are aware.

Fees and Payment

Unlock reserves the right to require payment of fees for the Services, including with regard to any features at any time in the future, whether or not Unlock require payment currently. Should you elect to subscribe to a feature or component of the Services, you shall pay all applicable fees, as described on the Site or Services. Unlock reserves the right to change its prices and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by email or posted on the Site or otherwise.

Please note that use of or access to the Services by you following such notification constitutes your affirmative acceptance of any new or increased charges.

Third Party Sites

The Services may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site or the Services. When you access third party websites, services, products or the data from them, you do so 100% at your own risk. These other websites are not under Unlock’s control, and you hereby acknowledge that Unlock is not responsible or liable for any aspects of such websites, services, products or data, including but not limited to any content, functions, accuracy, legality, appropriateness or any other aspects whatsoever.

The inclusion of any links does not imply endorsement by Unlock or any association with its operators. As a result, you hereby acknowledge and agree that Unlock shall not be responsible or liable, directly or indirectly, for any liability, damage or loss associated or in connection with the access to, use of or reliance on any Content, or any such non-Unlock sites, goods, services, technologies, or offerings.

Blockchain Transactions And Third Parties

Unlock reserves the right to refuse to process or to cancel any pending Digital Currency Transaction as required by law or in response to a subpoena, court order, or other binding government order or to enforce transaction limits. Unlock cannot reverse a Digital Currency Transaction which has been broadcast to a blockchain. Know that the use of or access to any facet or component of a blockchain is solely and 100% at your own risk.

Be aware that Unlock has no control over, liability for, or the delivery, quality, safety, legality or any other aspect of anything that you may purchase or sell to or from a third party (including other users of the Services). Unlock is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any purchase or sale or otherwise in connection with using the Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Unlock Support at [email protected] so that we may consider what action to take, if any, at our sole discretion. Your use or access to the Services, and any interaction with any third party services, products or protocols, especially including any blockchain technology, is 100% at your own risk.

Unlock and Site Content

You agree that the Services may contain Content provided by Unlock or other third parties and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed or used via the Services. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you and in any way that violates any third party right.

Termination

Unlock may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account or use of the Services. If you wish to terminate your account, you may do so by following the instructions on the Site or as otherwise provided via the Services. Any fees paid hereunder are non-refundable unless otherwise expressly set forth herein. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Upon termination: (i)all rights granted to you under this Agreement will also terminate; and (ii)you must cease all use of the Services and any Content that does not belong to you, and delete all copies of such from your equipment and account. Termination will not limit any of Unlocks rights or remedies at law or in equity.

Warranty Disclaimer

Unlock has no special relationship with or fiduciary duty to you. You release Unlock, our directors, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind from all liability for you having acquired or not acquired Content through the Site. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Unlock makes no representations concerning any content contained in or accessed through the Site, and Unlock will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

FURTHERMORE, ESPECIALLY CONSIDERING THE SERVICES ARE PROVIDED WITHOUT CHARGE, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT AND THE OFFERINGS ASSOCIATED WITH THE SITES) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. UNLOCK, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF AND ACCESS TO THE SERVICES IS SOLELY AT YOUR OWN RISK.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT YOU AGREE THAT THE LIMITATIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Electronic Communications Privacy Act Notice (18 USC 2701-2711): UNLOCK MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITES OR ANY WEBSITE LINKED TO THE SERVICES. Unlock will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on or associated with Unlock’s Services, equipment, or any information transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.

Indemnification

You hereby agree that you shall defend, indemnify, and hold harmless Unlock, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Site, Services, or Content, (ii) your violation of this Agreement, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Unlock reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Unlock in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL UNLOCK, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT OR ANY ASPECTS ASSOCIATED WITH THE SITES) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICES OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF (A) THE FEES PAID BY YOU TO UNLOCK HEREUNDER WITHIN THE 12 MONTHS PRIOR TO ACCRUAL OF THE CLAIM AND (B) ONE-HUNDRED U.S. DOLLARS ($100.00). YOU HEREBY AGREE THAT YOU FULLY UNDERSTAND THE IMPLICATIONS OF THESE CLAUSES (WHICH LIMIT UNLOCK’S LIABILITY AND YOUR REMEDIES) AND THAT THE EXCLUSIONS AND LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Compliance with Local Laws

Unlock makes no representation that accessing or using the Services is not prohibited where you are located. The Content and Services are based in the state of New York, in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal. By accessing the Services or Content, you do so at your own initiative and risk and you are responsible for compliance with all local laws.

Export Regulation

The Services and any components thereof may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or any components thereof, or make the Services or any components thereof accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or any component thereof available outside the US.

Dispute Resolution

A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Unlock agree that any cause of action arising out of or related to the Site, Services or any Content must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York City, New York, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of New York. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.

Integration and Severability

The Agreement is the entire agreement between you and Unlock with respect to the Services and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Unlock with respect to the Site. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Unlock shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Unlock’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). The Agreement are personal to you, and are not assignable, transferable or sublicensable by you except with Unlock’s prior written consent. Unlock may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Agreement, the prevailing party, and if there isn’t one, then the substantially prevailing party, will be entitled to recover costs and attorneys’ fees. All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Trademark Notices

The names of actual companies and products mentioned at the Site may be the trademarks of their respective owners.

A. Procedure for Reporting Copyright Infringements:

If you believe that Content residing on or accessible through the Unlock web site or service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
Identification of works or materials being infringed;
Identification of the Content that is claimed to be infringing including information regarding the location of the Content that the copyright owner seeks to have removed, with sufficient detail so that Unlock is capable of finding and verifying its existence;
Contact information about the notifier including address, telephone number and, if available, e-mail address;
A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law; and
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is Unlock’s policy:

to remove or disable access to the infringing Content;
to notify the Content provider, member or user that it has removed or disabled access to the Content; and
that repeat offenders will have the infringing Content removed from the system and that Unlock will terminate such content provider’s, member’s or user’s access to the service.

C. Procedure to Supply a Counter-Notice to the Designated Agent:

If the Content provider, member or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

A physical or electronic signature of the Content provider, member or user;
Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or
A statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
Content provider’s, member’s or user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the Content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Unlock is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Unlock may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Unlock’s sole discretion.

Please contact Unlock’s Designated Agent to Receive Notification of Claimed Infringement at the following address:

Unlock Inc, [email protected]

Contact You may contact Unlock at the following address:

Unlock Inc, [email protected]