TERMS OF SERVICE

Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the ansybl.io website (the "Service") operated by Ansybl ("us", "we", or "our"). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms and that you have the authority to enter into these Terms. If you disagree with any part of the terms then you may not access the Service. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

SERVICE AND SUPPORT

Ansybl provides blockchain-based infrastructure and tooling, together with associated software and documentaiton., together with associated software and documentation. We will use commercially reasonable efforts to provide you the Service during the term, subject to any terms and restrictions set forth in these Terms. Subject to the Terms, we will provide you reasonable technical support in accordance with its standard practice.

LINKS TO OTHER WEBSITE

Our Service may contain links to third-party web sites or services that are not owned or controlled by Ansybl. Ansybl has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Ansybl 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 web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

RESTRICTIONS AND RESPONSIBILITIES

You will only use the Service as expressly permitted and agrees that it will not (and will not allow any third party to), directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service; modify, translate, or create derivative works based on the Service (except to the extent expressly permitted by Ansybl in writing or authorized within the Service); use or access the Service to develop a product or service that is competitive with the Service or engage in competitive analysis or benchmarking; remove any proprietary notices or labels; or modify, adapt, hack, or attempt to probe, scan or test the vulnerability of, the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You represent and warrant that you will use the Service only in compliance with all applicable laws and regulations (including, without limitation, those relevant to privacy, intellectual property and the like).

CONFIDENTIALITY AND PROPRIETARY RIGHTS

The party receiving the information (“Receiving Party”) agrees: (i) to take reasonable precautions to protect all information of the party that is disclosing the information (“Disclosing Party”) and (ii) not to use (except as permitted herein) or divulge to any third person (other than employees or contractors with a reasonable need to know who are bound by confidentiality obligations consistent with these Terms) any such information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any information of the Disclosing Party or (e) is required to be disclosed by law. Ansybl shall own and retain all right, title and interest in and to (a) the Service and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Service, services or support, and (c) all intellectual property rights related to any of the foregoing. If you provide any suggestions, comments for enhancements or functionality or other feedback to us with respect to the Service or any of our other products or services, we will have the full, free and unencumbered right to use and otherwise fully exploit the same in connection with the Service and its other products and services.

FEES

You will pay Ansybl the then applicable subscription and other fees for the Service and any other applicable services in accordance with the terms provided to you (the “Fees”). All Fees are non-cancelable and non-refundable regardless of any early termination of these Terms. If your use of the Service exceeds any applicable limits or otherwise requires the payment of additional fees, you will be billed for such usage and you agree to pay the additional fees in the manner provided herein. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial subscription term or then current renewal term, upon 14 days prior notice to you (which may be sent by email).

TERMINATION

You may terminate the Service for convenience at any time upon written notice to Ansybl, which notice may be provided via a subscription cancellation feature; provided, however, no refund or credit will be provided for Fees paid in advance. In addition to any other remedies it may have, we may terminate the Terms immediately upon written notice if you materially breach any of the Terms. We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. Upon termination, your right to use the Service shall immediately terminate, all outstanding Fees due for the Service for the entire Terms (regardless of any early termination) shall immediately become due and payable, you shall immediately cease use of and return (or at Ansybl\'s option destroy) all Service software and related documentation in its possession or control, and each party shall return to the other all Proprietary Information. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, Restrictions and Responsibilities, Confidentiality and Proprietary Rights, Fees, Disclaimer, Limitation of Liability, Government Matters, Miscellaneous.

INDEMNIFICATION

Ansybl shall hold you harmless from liability to third parties resulting from infringement by the Service of any United States patent or copyright or misappropriation of any trade secret, provided Ansybl is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Ansybl will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to the Service or portions or components thereof (i) not supplied by Ansybl, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by Ansybl, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms. You will indemnify Ansybl from all damages, settlements, attorneys' fees and expenses related to (i) any claim of infringement or misappropriation excluded from Ansybl's indemnity obligation by the preceding sentence, or (ii) any other claim arising from or in connection with your use of the Service (except to the extent covered by Ansybl's indemnity obligations above).

WARRANTY AND DISCLAIMERS

Ansybl warrants that it shall use reasonable efforts consistent with prevailing industry standards to operate and maintain the Service in a manner which minimizes errors and interruptions in the Service.

ANSYBL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ANY OR OTHER SERVICES ARE PROVIDED “AS IS” AND ANSYBL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, ANSYBL AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ANSYBL’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES RECEIVED BY ANSYBL UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ANSYBL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GOVERNMENT MATTERS

You may not remove or export from the United States or allow the export or re-export of the Service or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Service and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.

MISCELLANEOUS

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The Terms is not assignable or transferable by either party without the other party’s prior written consent, except that either party may assign this Terms without consent to a successor to all or substantially all of such party’s assets or business. Ansybl may use subcontractors in its performance of this Terms; provided that Ansybl shall remain responsible for any such subcontractor’s performance hereunder. No agency, partnership, joint venture, or employment is created as a result of this Terms and you do not have any authority of any kind to bind Ansybl in any respect whatsoever. In any action or proceeding to enforce rights, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Terms shall be governed by the laws of the State of Tennessee without regard to its conflict of laws provisions. Any claim, action or proceeding arising from or relating to this Terms may only be brought in the state or federal courts of Tennessee and each party hereby consents to the exclusive jurisdiction thereof.