These terms and conditions (these "Terms") is between you (also referred to herein as "user", "you" and "your") and Stakewithus Private Limited ("Unagii", "we", "us" and "our"). These Terms governs your use of the services provided by Unagii described below (the "Services"). By signing up to use an Unagii App account through https://app.unagii.com (the "Website") you agree that you have read, understand, and accept all of the terms and conditions contained in these Terms.
We may make changes to these Terms from time to time. If we do this, we will post the revised Terms on the Website and will indicate at the top of this page the date the was last revised. You understand and agree that your continued use of the Service or the Website after we have made any such changes constitutes your acceptance of the new Terms.
1. ACCOUNT SET UP
1.1 Eligibility
To be eligible to use the Website you must be at least eighteen (18) years of age or older.
1.2 Terms
If you violate any of these Terms, or otherwise violate an agreement between you and us, Unagii may terminate your membership, delete your profile and any content or information that you have posted on the Website and/or prohibit you from using or accessing the Service or the Website (or any portion, aspect or feature of the Service or the Website), at any time in its sole discretion, with or without notice.
1.3 Registration of Unagii Account
By using a Unagii Account, you agree and represent that you will use Unagii only for yourself, and not on behalf of any third party, unless you have obtained prior approval from Unagii. You are fully responsible for all activity that occurs under your Unagii Account. We may, in our sole discretion, refuse to open a Unagii Account, or limit the number of Unagii Accounts that you may hold or suspend or terminate any Unagii Account at any time.
1.4 Registration Data; Account Security.
In consideration of your use of the Website, you agree to (i) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website or otherwise requested by Unagii ("Registration Data"); (ii) maintain the security of your password and identification; (iii) maintain and promptly update the Registration Data, and any other information you provide to Unagii, to keep it accurate, current and complete; (iv) promptly notify Unagii regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Website or Service or the terms on which you use the Website or Service; and (v) be fully responsible for all use of your account and for any actions that take place using your account.
1.5 Access
You agree and understand that you are not allowed to enter any restricted area of any computer or network of Unagii under any circumstances, or perform any functions that are not authorised by these Terms.
2. THE SERVICES
2.1 DeFi Vaults
Unagii DeFi Vaults provides the interface connecting users directly with various supported decentralised finance protocols on Ethereum blockchain, such as Curve Finance and Compound Finance, allowing users to potentially earn interest and fees from these third parties. Users will be providing their own digital assets for lending products and liquidity provisioning directly to these third parties. The interest rate and fees are independently determined by these third party protocols, and Unagii does not provide any representation or guarantee in connection with the same. Unagii may amend the list of supported decentralized finance technological products from time to time by revising these Terms and updating the Website.
2.2 Proof-of-Stake
Unagii staking provides the interface and infrastructure allowing users to interact directly with various supported blockchain networks, allowing users to potentially earn staking income through participation in the consensus mechanism of Proof-of-Stake ("POS") based blockchain protocols by providing their own digital assets as security deposits against malicious behaviour. The staking income is independently determined by these third party blockchain networks, and Unagii does not provide any representation or guarantee in connection with the same. Unagii may amend the list of supported blockchain networks from time to time by revising these Terms and updating the Website.
2.3 Service Fees
Unagii's Service fees will be made available on Unagii from time to time. Your acceptance of these Terms is considered to be your acceptance of our service fees. We reserve the right to change, modify, or increase our service fees at any time. Any change to our service fees will take effect immediately upon our notification of such change. You agree that by logging into your account and/or using Unagii following any change to our service fee schedule, you are agreeing to our new service fees. You agree to pay all fees associated with or incurred by your use of Unagii.
2.4 Not an Offering of Banking Business, Securities or Commodities
Unagii functions solely as a non-custodial technology platform that automates interactions for our users with multiple third party protocols. The content of the Website and the Services do not constitute any banking business, an offer to buy or sell or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities or any other financial instruments in any jurisdiction. The content or the Website and the Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation. In particular, the Services do not constitute "banking business" within the meaning of the Banking Act (Chapter 19 of Singapore) (the "Banking Act") or "capital markets products" within the meaning of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA").
2.5 No Advice
Unagii makes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of participating in online financial products, securities, funds, commodity interests, partnership interests or other investments or funding or purchasing loans. The past performance of any investment, loan, security, partnership interest, commodity or financial instrument is not a guide to future performance. Unagii is merely a technology service provider connecting you with various third parties and does not offer fiduciary services, and is not your agent, advisor or fiduciary.
2.6 Taxes
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any interest received through the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
3. RISK FACTORS
3.1 Third Party Risk
When using the Services, users may be providing third parties control and/or ownership of their digital assets. As such, there may be fraudulent or unauthorised activity conducted by these third parties, which may result in in users losing all or substantially all of their digital assets.
3.2 No Insurance
Digital assets are not legal tender, is not backed by the government, and digital assets accounts and value balances on Unagii are not subject to the Deposit Insurance Scheme or protections under the SFA or Banking Act. Unagii is not a bank and does not offer fiduciary services.
3.3 New Technical Risk
The Unagii software used for Unagii Vaults is new. While this software has been extensively tested, the software used for the Services are still relatively new and could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations.
3.4 Reliance on Third Parties Risk
The Services rely in whole or partly, on third party software and the continued development and support of third parties. There is no assurance or guarantee that those third parties will maintain their support of their software, which might have a material adverse effect on the Services.
3.5 Information Security Risk
Digital assets and use of the Services may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Services in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ethereum rests on open source software, there is the software underlying the Services may contain intentional or unintentional bugs or weaknesses which may negatively affect the Services or result in the loss of user’s digital assets, the loss of user’s ability to access or control their Unagii Account. In the event of such a software bug or weakness, there may be no remedy and users are not guaranteed any remedy, refund or compensation.
3.6 Regulatory risks
The regulatory status of digital tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. While every effort has been taken to ensure that the Services are compliant with local laws, it is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to the Services. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Services. Regulatory actions could negatively impact Unagii in various ways, and thus the Services may not be available in certain areas.
3.7 Taxation Risk
The tax characterisation of digital tokens is uncertain. It is possible that the user's intended treatment of digital assets may be challenged. You must seek your own tax advice in connection with the Services provided by Unagii, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
4. WEBSITE AVAILABILITY AND ACCURACY
4.1 Access and Availability
Access to the Services may become degraded or unavailable on Unagii during times of significant volatility or volume. This could result in the inability to interact with third party services for periods of time and may also lead to support response time delays. Users will, however, be able to access these third party services through other means. Although we strive to provide you with excellent service, we do not guarantee that the Website or Services will be available without interruption and we do not guarantee that requests to interact with third party services will be successful.
4.2 Website Accuracy
Although we intend to provide accurate and timely information on the Website, the Website (including, without limitation, the content may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website are your sole responsibility and we shall have no liability for such decisions. Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to from the Website.
5. CONSENT TO ELECTRONIC DISCLOSURES AND SIGNATURES
5.1 General
Because Unagii operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our providing you certain disclosures electronically, either via our Website or to the email address you provide to us. By agreeing to these Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Website and Service.
5.2 Communications
By accepting these Terms, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Notwithstanding the aforementioned, any form of communication from Unagii will be provided to you electronically through the Website or via email to the email address you provided us. If you require paper copies of any agreements or disclosures, you may sign in to your account on our Website and print the documents desired.
5.3 Scope of Consent
Your consent to receive disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such disclosures relate, whether between you and Unagii or a third party by and through the Service. Your consent will remain in effect for so long as you are a user and, if you are no longer a user, will continue until such a time as all disclosures relevant to Services received through the Website.
5.4 Withdrawing Consent
You may withdraw your consent to receive agreements or disclosures electronically by contacting us at support@unagii.com. However, once you have withdrawn your consent you will not be able to access the Services.
5.5 Change in Your Contact Information
You must keep Unagii informed of any change in your email so that you can continue to receive all agreements and disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to support@unagii.com. If you are a business or entity user or are acting on behalf of a business or entity, you will keep us informed of any change to your email address.
6. INTELLECTUAL PROPERTY, COPYRIGHTS AND IDENTIFYING MARKS
6.1 Limited License
All content on the Website, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Website Content"), are the proprietary property of Unagii with all rights reserved. No Website Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Unagii's prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Website. Provided that you are eligible for use of the Website, you are granted a limited license to access and use the Website and to download or print a copy of any portion of the Website Content solely for your use in connection with your use of the Website or Service, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Website Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Website Content is strictly prohibited. Any use of the Website or the Website Content other than as specifically authorized herein, without the prior written permission of Unagii, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
6.2 Trademarks
Unagii and other Unagii graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Unagii in the U.S. and/or other countries. Unagii's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Unagii. Unagii may, at its sole discretion, limit access to the Website and/or terminate the memberships of any users who infringe any intellectual property rights of Unagii or others.
6.3 Copyright Complaints
If you believe that any material on the Website infringes upon any copyright which you own or control, you may send a written notification of such infringement to Unagii at support@unagii.com.
6.4 Suggestions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Service ("Suggestions"), provided by you to Unagii are non-confidential and shall become the sole property of Unagii. Unagii shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
7. DATA PROTECTION AND SECURITY
7.1 Password Security
In order to access the Services you will be required to provide your name and email address and to create a password. You are responsible for keeping the electronic device through which you access Services safe and maintaining adequate security and control of any and all security details that you use to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected. Unagii assumes no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Unagii and/or failure to follow the requirements set out in this Section 7.1, or follow or act on any notices or alerts that we may send to you.
7.2 Loss or Compromise
Any loss or compromise of your electronic device or your security details may result in unauthorized access to your Account by third parties and the loss or theft of digital assets held in your Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.
7.3 Shared Access
You should never allow remote access or share your computer screen with someone else when you are logged on to your Account. Unagii will never under any circumstances ask you for your passwords or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third party for the purposes of remotely accessing your account. Always log into your Account through the Website to review any required actions if you have any uncertainty regarding the authenticity of any communication or notice.
7.4 Personal Data
You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with these Terms, or the Services. Accordingly, you represent and warrant that: (i) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed; (ii) before providing any such personal data to us, you have read and understood our Privacy Policy, which is available here, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and (iii) if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.
7.5 Security Breach
If you suspect that your Unagii Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Unagii (together a "Security Breach"), you must notify Unagii as soon as possible by email free of charge at support@unagii.com and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.
7.6 Safety and Security of Your Computer and Devices
Unagii is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.
8. USER FEEDBACK, QUERIES, COMPLAINTS, DISPUTES
8.1 Contact Unagii
If you have feedback, or general questions, please contact us via our User Support at support@unagii.com. When you contact us please provide us with your name, email address, and any other information we may need to identify you, your Unagii Account(s), and the transaction on which you have feedback or questions.
8.2 Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Each party (i) waives all its respective right(s) to have any and all disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") arising from or related to these Terms resolved in a court, and (ii) waive all its respective right(s) to have any Disputes heard before a court. Instead, each party shall arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
Any Dispute arising out of or related to these Terms is personal to you and will be resolved solely through individual arbitration, and in no circumstances shall be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an entity attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Any Dispute arising out of or in connection with these Terms (including without limitation the enforceability of this section or any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this section. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at support@unagii.com. Notice to you shall be either posted on the Website or, if available, will be sent by email to your email on record. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a full and sufficient description of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable party, then either you or the Company may, as appropriate and in accordance with this section, commence an arbitration proceeding or, to the extent specifically provided for in this section, file a claim in court.
The arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
If any term, clause or provision of this section is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this section will remain valid and enforceable. Further, the waivers set forth in this section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
You agree that this section of these Terms has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.
A printed version of these Terms shall be admissible in judicial or administrative proceedings.
8.3 Disclaimers
None of Unagii's, its parent, any of its affiliates, subsidiaries, providers or their respective officers, directors, employees, agents, independent contractors or licensors (collectively the "Unagii Parties") guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Content and the Unagii Parties disclaim liability for errors or omissions in the Content. This Website and all of the Content is provided "as is" and "as available," without any warranty, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement or title. Additionally, there are no warranties as to the results of your use of the Content. The Unagii Parties do not warrant that the Website is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to these Terms. Unagii cannot guarantee and does not promise any specific results from use of the Website and/or the Service.
8.4 Availability
The Website and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Unagii assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Unagii is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Website or combination thereof, including injury or damage to users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will Unagii be responsible for any loss or damage, including any loss or damage to any user Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Website or the Service, any User Content or Third Party Content posted on or through the Website or the Service or transmitted to users, or any interactions between users of the Website, whether online or offline.
8.5 Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL UNAGII OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE OR THE SERVICE OR ANY OF THE WEBSITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE WEBSITE, EVEN IF UNAGII IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW UNAGII'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO UNAGII FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE WILL UNAGII'S LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO UNAGII FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM UNAGII, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
8.6 Governing Law; Venue and Jurisdiction
By visiting or using the Website and/or the Service, you agree that the laws of Singapore, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. If you contract with any third party through Unagii, the terms of such contract will be governed by the contractual terms prescribed by such third party.
8.7 Indemnity
You agree to indemnify and hold Unagii, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of any dispute with another user of the Website or any third party. You also agree to indemnify and hold Unagii, its subsidiaries and affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms or your violation of any law, rule or regulation, or the rights of any third party.
9. GENERAL PROVISIONS
9.1 Amendments
We may amend or modify these Terms by posting on the Website or emailing to you the revised Terms, and the revised Terms shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein. If the revised Terms includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.
9.2 Force Majeure
Unagii shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
9.3 Governing Law; Venue
You agree that the laws of Singapore, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and Unagii, except to the extent governed by local law. You and Unagii consent to personal jurisdiction on the courts of Singapore.
9.4 Links to Other Web Websites and Content
The Website contains (or you may be sent through the Website or the Services) links to other web sites ("Third Party Websites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on the Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of or linking to any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website.
9.5 Assignment
These Terms, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction (without have to seek your prior consent). Any attempted transfer or assignment by you in violation hereof shall be null and void. These Terms shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
9.6 No-Waiver
The failure of Unagii to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
9.7 Relationship of the parties
You agree and understand that nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognise a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from these Terms is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and these Terms and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
9.8 Notices
To give us notice under these Terms, the user must contact Unagii by email at support@unagii.com.
9.9 Promotions
From time to time, Unagii may make available special offers or conduct promotions for qualifying users. Subject to applicable laws, Unagii may establish qualifying criteria to participate in any special promotion its sole discretion. Unagii may revoke any special offer at any time without notice. Unagii shall have no obligation to make special offers available to all users. Unagii makes no recommendation and does not provide any advice about the value or utility of any service provided by third parties on Unagii.
9.10 Entire Agreement
These Terms and our Privacy Policy, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and us as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of these Terms), as well as every nature between and among you and us.
9.11 Severability
If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.
9.12 Survival
The following provisions of these Terms shall survive termination of your use or access to the Website: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Website.
9.13 English language
Notwithstanding any other provision of these Terms, any translation of these Terms is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language. In the event of conflict or ambiguity between the English language version and translated versions of these terms, the English language version shall prevail. You acknowledge that you have read and understood the English language version of these Terms.