LAST UPDATED ON FEBRUARY 16, 2021

Terms Of Service Agreement

This Terms of Service Agreement (the or these “ Terms ”, “ Terms and Conditions ”, “ Service Agreement ”, and “ Agreement ”) is a binding contract between you ( "User" , "you" or "your" ) and Highend Technologies LLC (together with its subsidiaries and affiliates, “ Zignaly ”, “ we ”, “ us ” or “our). By accessing and using https :// zignaly . com and any services offered by us, as further described below (“ Service ”, collectively, the “ Services ”), you agree that you have read, understood and accepted all of the terms and conditions contained in this Agreement, as well as our Privacy Policy .

PLEASE READ THESE TERMS CAREFULLY USING OUR SERVICES AS THEY GOVERN YOUR RELATIONSHIP WITH ZIGNALY IF YOU DISAGREE WITH ANY PART OF THE TERMS THEN YOU MAY NOT PURCHASE, USE AND/OR ACCESS OUR SERVICES.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

Subject to these Terms, Zignaly grants you a limited, non-exclusive, non-sublicensable and fully revocable license to access and use the Services during the time that you are in compliance with these Terms.

  1. 1. Agreement

Zignaly reserves the right, at its sole discretion, to modify or replace these Terms at any time, with or without notice to the User. Any such modification will be effective immediately upon public posting. Your continued use of our Services following any such modification constitutes your acceptance of these modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. Zignaly encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your purchase of, access to, and use of, the Service.

  1. 2. Disclaimer

Zignaly does not provide financial advice, investment management or any consulting or advisory services. Zignaly is not a Bank or Financial Institution and does not provide financial services. Zignaly is a software as a service provider that enables a platform for Users to connect with Copy-Traders, Signal Service Providers and Digital Asset Exchanges. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

  1. 3. Eligibility

By accessing or using our Services, you represent and warrant that

  1. (a) you are at least 18 years old or of legal age to form a binding contract under applicable law, are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms, and

  2. (b) if you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity, and

  3. (c) you are legally permitted to use the Services in your jurisdiction, and

  4. (d) you are legally permitted to own cryptocurrencies in your jurisdiction, and

  5. (e) you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Zignaly is not liable for your compliance with such laws

  6. (f) you understand the inherent risks associated with digital assets, and trading digital assets, and

  7. (g) you have a working understanding of the usage of digital assets such as Ethereum (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum Token Standard, and blockchain-based software systems, and

  8. (h) you are not on any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. Zignaly maintains the right to restrict or deny the provision of Services in certain countries and/or to certain natural persons and/or juristic persons at its sole discretion.

  1. 4. Services

Your Zignaly Account (“Zignaly Account” or “Account”) provides access to the following Services, accessible to all users (upon availability) unless otherwise noted:

  1. (a) https :// zignaly . com (the “Site”)

  2. (b) Copy Trading: Our Copy-Trading software allows a Copy-Trader to earn income by allowing other Users to replicate the Copy-Trader trading activities; and allows Users to automatically replicate the trading activity from any of the Copy-Traders.

  3. (c) Signals Providers: Users can receive signals from Signals Providers with at least a buy recommendation for a given market and exchange. These signals can include exit options, but they are not required to, and is completely at the discretion of the User to take any action following the recommendations from the Signals Providers.

  4. (d) Trading Terminal: The Trading Terminal is a platform that allow Users to place orders for buying and selling cryptocurrencies, and automatize their trading strategies . Users may be able to gain access and use the Trading Terminal by:

    1. i. opening a segregated account (“Zignaly Exchange Sub-Account”) maintained under a master account created and maintained in the name of Zignaly and controlled by Zignaly in a supported Digital Asset Exchange (“Zignaly Exchange Master Account”); and

    2. ii. using the User’s account from the supported Digital Asset Exchange (“External Exchange Account”).

  5. (e)  Profit-sharing: Our profit-sharing service uses pooled accounts where all the users allocated funds, and the trader manages this pooled account on behalf of everybody. Returns are shared proportionally between contributors, and a success fee is charged when the profit is above the current high-water mark.

    (f)  Affiliates: Zignaly’s traders (“merchant”) can create promotional campaigns to be promoted by other users (“affiliates“).

  1. 5. Account

    1. 5.1. Account Registration . By accessing or using the Services or registering for an account with us ( "Account" ), you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our Privacy Policy. You also represent that you have the legal authority to accept these Terms on behalf of yourself and any party you represent in connection with your use of the Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms "you", and "your" applying to you, that entity, and other users accessing the Services on behalf of that entity. We may, in our sole and absolute discretion, without liability to you or any third party, refuse to let you open an Account, suspend your Account, consolidate Accounts if you have more than one or terminate your Account or your use of one or more of the Services. Such actions may be taken as a result of a number of factors, including without limitation the failure to positively identify you, by legal/regulatory demand, or your violation of the terms of this Agreement. We may also temporarily suspend access to your Account if a technical problem so requires.

    2. 5.2. Identity Verification. When you use or access the Services or create an Account, we will ask for your name, physical address, mailing address, date of birth, and other information that will allow us to identify you. When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your Account. You also agree to provide us, when registering an Account and as requested on an ongoing basis, with any additional information we or our service providers request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation, a copy of your government-issued photo ID or evidence of residency (such as a utility bill). You authorize us to keep a record of such information and to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and others against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to regulatory agencies or our service providers, and these parties may take action using that information.

    3. 5.3. Security of your Account . Services are provided on a non-custodial basis. We do not know nor have access to the credentials or the private keys of the External Exchange Account you use in connection with the Services. Therefore, you are exclusively responsible for maintaining the confidentiality and security of your External Exchange Accounts or devices you use to access the Services. You are also responsible for maintaining the security of the External Exchange Accounts, Accounts and Digital Asset Wallets you utilize in connection with the Services, and for ensuring that no unauthorized person has access to your External Exchange Accounts, Accounts, wallet files, its private keys, or any device that you utilize in connection with the Services. We will not be liable for any loss or damage arising from your failure to protect your External Exchange Accounts, Accounts and Digital Asset Wallets.

    4. 5.4. Prohibited Activities . In connection with your use of the Account or the Services, you will not:

  1. (a) violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;

  2. (b) engage in any trading activity which, in our sole discretion, amounts to or may amount to market abuse including without limitation pumping and dumping, entering fictitious transactions or wash trading, front running, bear raiding or engaging in disorderly market conduct;

  3. (c) infringe upon our or any third party’s copyright, patent, trademark, or other intellectual property rights;

  4. (d) take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;

  5. (e) transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;

  6. (f) otherwise attempt to gain unauthorized access to or use of the Site, the API, other Accounts, or computer systems connected to the Site; or

  7. (g) engage in any behavior which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion.

  1. 6. General Use, Prohibited Use, and Termination

    1. 6.1. Limited License . We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Site and the Services solely for approved purposes as permitted by Zignaly from time to time.

    2. 6.2. Accuracy of the Site and Related Media . Although we intend to provide accurate and timely information (i) on the Site and its related portal sites, and (ii) through third-party social media and other digital means, including but not limited to digital services provided by Twitter, Instagram, Telegram, Facebook, Discord, Github, Medium, YouTube, and Reddit, information presented therein (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 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 Site or otherwise drawn from the Content are your sole responsibility and we shall have no liability for such decisions. Links to unaffiliated third-party materials (including without limitation websites and unaffiliated third party Digital Asset Exchanges) 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 unaffiliated third-party materials or on any unaffiliated third party sites accessible or linked to the Site or the Services.

    3. 6.3. Unaffiliated Third-Party Access. If, to the extent permitted by Zignaly from time to time, you grant express permission to an unaffiliated third party to access or connect to your Account, either through the unaffiliated third party’s product or service or through the Site, you acknowledge that granting permission to an unaffiliated third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any unaffiliated third party with access to your Account. Further, you acknowledge and agree that you will not hold Zignaly responsible for, and will indemnify Zignaly from, any liability arising out of or related to any act or omission of any unaffiliated third party with access to your Account.

    4. 6.4. Prohibited Use . In connection with your use of the Services, and your interactions with other users, and any unaffiliated third parties, you agree and represent you will not engage in any Prohibited Activities defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account if we determine, in our sole discretion, that your Account is associated with a Prohibited Use.

    5. 6.5. Suspension, Termination, and Cancellation . We may: (a) suspend, restrict, or terminate your access to any or all of the Services, and/or (b) deactivate or cancel your Account if (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using your Account in connection with a Prohibited Use; (iii) use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (iv) you take any action that Zignaly deems as breaching the Agreement. If Zignaly suspends or closes your account, or terminates your use of one or more Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Zignaly from providing you with such notice. You acknowledge that Zignaly decision to take certain actions, including limiting access to, suspending, or closing your Zignaly Account, may be based on confidential criteria that are essential to Zignaly’s risk management and security protocols. You agree that Zignaly is under no obligation to disclose the details of its risk management and security procedures to you.

    6. 6.6. Relationship of the Parties . Zignaly is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Zignaly to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Zignaly to be treated as the agent of the other.

    7. 6.7. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all user IDs, passwords and private keys that you use to access the Services. Users are strongly encouraged to use two-factor authentication in accessing the Site and the Services, and may adjust their security features in their user settings.

    8. 6.8. Taxes . It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct in connection with the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

  1. 7. Service Fees

By using Zignaly Services, you agree to pay all applicable fees and you authorise Zignaly to automatically deduct fees directly from your Account. The Service Fees are set forth at .

  1. 8. Copyright Intellectual Property

The Site and Services contains copyright material, trade names and marks and other proprietary information, including, but not limited to, text, software, photos and graphics, and may in future include video, graphics, music and sound ('Content'). The Content is protected by copyright law, registered and unregistered trade marks, database rights and other intellectual property rights. Zignaly owns the copyright, database right and other intellectual property rights in the selection, coordination, arrangement and enhancement of such Content, as well as in the Content original to it. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the Content, in whole or in part except as provided in this Agreement. You may download information from the Website for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission or that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.

  1. 9. Risk Disclosures

Trading digital assets is risky and you should never trade more than you can afford to lose. The following list of risks associated with digital assets and the Services is not exhaustive.

    1. (a) Risks of trading in digital assets . Digital asset prices are highly volatile and trading in digital assets is extremely risky. In addition, several factors may affect market liquidity for a particular digital asset, such as regulatory activity, market manipulation, the acts or omissions of the issuer of the digital asset, or unexplainable price volatility. By using the Services, you accept the risk of trading digital assets. In entering into any transaction, you represent that you have been, are, and will be solely responsible for making your own independent appraisal into the risks of the transaction and the underlying digital asset.

    2. (b) Risks of copy-trading and signals’ providers . Our listing of a Copy Trader or a Signal Service Provider does not indicate approval or disapproval of their merits. We give no warranty as to the suitability or reliability of the Copy Trader or Signal Providers, and we owe no fiduciary duty in our relations with you. You must conduct your own due diligence.

    3. (c) No brokering transactions or provision of investment advice . We provide a software and platform for connecting Users to Copy Traders or Signal Providers and to Digital Asset Exchanges. Although we may have certain degree of control over your Zignaly Exchange Sub-Accounts maintained under our Zignaly Exchange Master Account, and that your trades executed under the Zignaly Exchange Sub-Accounts are booked in your segregated account of the Zignaly Exchange Master Account , we do not broker transactions on your behalf. Our Relationship does not constitute a Broker-Client Relationship. We do not act as a principal, counterparty, or market-maker in the transactions effected through trading using the Services or in providing financing for financed trading on the Trading Terminal. We do not advise on the merits of any particular Digital Assets or Trader or Signal Provider or Digital Asset Exchange. We do not advise on transactions, or associated risks, or provide any other financial, investment or legal advice in connection with the Services. To the extent that we do provide trading data, post market commentary, articles, or make social media posts, the act of doing so is incidental to your relationship with us and such information may not be considered as investment or financial advice and should not be construed as such. BUYING OR SELLING DIGITAL ASSETS IS SOLELY THE USER’S DECISION AND WE WILL NOT BE LIABLE FOR ANY CONSEQUENT LOSS.

    4. (d) Signals . Users choosing to configure any number or type of “signals” made available through the Signals’ Providers do so with the understanding that Zignaly may not be held responsible for any delayed, failed, or incorrectly transmitted notification. A Signal may not successfully reach the user for any number of reasons, such as the failure of servers. Even without such failure or delay of an alert, the validity and usefulness of the information represented in a successfully transmitted alert of a Signal may be diminished due to market volatility, incorrect pricing or other information sourced from a digital asset exchange, or other unforeseen technical issues or market conditions. In particular, a Digital Asset may be temporarily or permanently delisted from an external exchange without notice, or support for certain Digital Assets and/or exchanges may become unavailable within Signals, in which case a Signal may have diminished utility.

    5. (e) No guarantee of continuous access to Services. We do not guarantee continuous, uninterrupted or secure access to any part of the Services, and operation of our Site or Services may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with various Blockchain networks.

    6. (f) No trading platform operator. Zignaly provides the Trading Terminal, an interface that connects users to Digital Asset Exchanges. However, Zignaly does not operate a Digital Asset Exchange. We do not administer the underlying trading platforms of the Digital Asset Exchanges for the bids or offers and we do not enforce contracts among parties engaged in financing activities available on those Digital Asset Exchanges through the Trading Terminal. The underlying trading platform of the Trading Terminal is administered and operated by the Digital Asset Exchange. We shall in no event be held liable for any loss or other damages, including but not limited to special, incidental, consequential, or other damages arising from the acts of any operator of the Digital Asset Exchange. You are responsible for understanding the Terms and Conditions of the operators of the Digital Asset Exchanges.

    7. (g) Digital Asset Exchange Risks. Although Zignaly use its best efforts to conduct comprehensive due diligence on the Digital Asset Exchanges available in our Trading Terminal, these Digital Asset Exchanges may be unregulated exchanges and their practices may vary widely, including as to their security, encryption, and liability for losses. Digital Asset Exchanges may not be required to comply with any rules regarding washing, insider trading, promoting price discovery, insuring losses, protecting against fraud, ensuring anti-money laundering compliance, and many other salient features. Digital Asset Exchanges may carry on fraudulent operations or fronts for fraudulent schemes and be in a jurisdiction where there is no likelihood of recovery or recompense. Digital Asset Exchanges could provide incorrect, delayed, or otherwise flawed data for a variety of reasons, including as a result of software bugs and the aforementioned limited oversight on markets for cryptocurrencies. Such poor data could misinform the User trading strategies or engender inaccurate price discovery mechanisms. Errors, fraud, and other issues with Digital Asset Exchanges have resulted in extensive, irretrievable losses on multiple occasions in the recent past. The underlying software and mechanisms for the Digital Asset Exchanges could malfunction, executing trades for the Users at faulty prices and adversely affecting the Users investments. Digital Asset Exchanges could choose to roll back trades to the benefit of other parties but to the detriment of the Users. In general, errors and unreviewable decisions by the exchanges could adversely impact the value of the investment of the Users.

      (h) Profit-Sharing.  This service will transfer your indicated balance to a pooled account controlled by the trader (trader will only have trading rights, but would not be able to withdraw or move). Participating in a pooled account means that you are at risk from the time you connect to it, no matter if you are participating in current open positions or not. You can disconnect at any time, and you won't participate in any new position. However, funds won't be released and transferred back to your account until the last position you are participating in is closed and accounted for.

  1. 10. DISPUTES WITH MERCHANTS AND AFFILIATE AND RELATED LIABILITY


  2. 10.1 You acknowledge that we have no control over or responsibility for the actions or failures of the Affiliate and Merchant. This means, for example, that we are not liable if:
    a) an Affiliate fails to send to you, or fails to send the money on time; or
    b) the Merchant gives you incomplete, inaccurate or otherwise inadequate Settlement Data, or delays giving you Settlement Data.
    10.2 In the event of any complaint or dispute between you and the Merchant, you must settle the dispute directly with the Merchant in accordance with your Marketplace Agreement. Such disputes cannot be dealt with under these Scale Terms.
    10.3 We are not liable for the Marketplace Campaigns, Affiliates or the Merchant. The Merchant is solely responsible for the Marketplace Campaigns. We are not responsible for and do not guarantee the performance of the Marketplace Campaigns or any transaction you enter into with your customers. We are not responsible for the acts or omissions of the Merchant or Affiliates and we will not be liable for any loss caused by a Merchant or Affiliate. We are also not responsible for any payment that may be due to you for the sale of your goods or services through the Merchant.
    10.4 We are not liable for your goods or services. You are solely responsible for, and we have no responsibility or liability for:
    a) any goods or services that you offer through the Marketplace;
    b) any obligations that you owe to the Merchant, or to the Affiliates, or your customers or users; or
    c) your compliance with Applicable Law.

  3. 11. Indemnification and Release

Zignaly and its subsidiaries, parents, affiliates, service providers, and each of their respective officers, directors, agents, joint venturers, employees or representatives (collectively, the "Released Parties"), are not liable for any damages that may arise out of or in connection with your use of the Services. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of business or profits, business interruption costs, loss of goodwill or business profits, loss of cryptocurrency or digital assets, damage caused by your computer, computer software, systems and programs, and the data thereon or any other direct or indirect, consequential and incidental damages. In addition, the Released Parties are not liable for any losses incurred, either directly or indirectly through your use of the Site or the Services or any of its functions and features (collectively, all of the foregoing items shall be referred to herein as "losses"). The Released Parties are hereby released by you from liability for any and all losses. These limitations of liability apply whether the liability or losses are based on negligence, contract, tort, or any other basis, even if the Released Parties had been advised or should have known of the possibility of such losses.

You agree to indemnify and hold the Released Parties harmless from any claim or losses (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, or your violation of any law or regulation.

If you have a dispute with one or more Users, or other third parties, you release the Released Parties from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

  1. 12. LIMITATION OF LIABILITY; NO WARRANTY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT RELEASED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. THE RELEASED PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY DIGITAL ASSETS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZIGNALY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. ZIGNALY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. 13. Governing Law; Venue and Arbitration

You agree to arbitrate any dispute arising from these Terms or your use of the Services. Arbitration prevents you from suing in court or from having a jury trial. You agree to notify each other in writing of any dispute within sixty days of when it arises. In addition, you agree:

  1. (a) To attempt informal resolution prior to any demand for arbitration for at least 7 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon receipt of written notice from you. If we cannot resolve the dispute on an informal basis, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis;

  2. (b) That any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the St. Vincent & the Grenadines Arbitration Rules;

  3. (c) That the number of arbitrators shall be one;

  4. (d) That the place of arbitration shall be Kingstown, St. Vincent & the Grenadines, unless the Parties agree otherwise;

  5. (e) That the language to be used in the arbitral proceedings shall be English;

  6. (f) That the courts in the St. Vincent & the Grenadines have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;

  7. (g) That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and

  8. (h) That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.

Any dispute between the parties will be governed by these Terms and the laws of the St. Vincent & the Grenadines, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.

You will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

  1. 14. Miscellaneous

    1. 14.1. Entire Agreement. This Agreement and the Privacy Policy comprise the entire understanding and agreement between you and Zignaly as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Zignaly. The heading and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.

    2. 14.2. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

    3. 14.3. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, 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 this Agreement shall not be affected.

    4. 14.4. Force Majeure . We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.

    5. 14.5. Amendments . We may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date.

    6. 14.6. Survival . Upon termination of your account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.

    7. 14.7. Waiver and Conflict . The failure of Zignaly to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.

    8. 14.8. Third Party Rights. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third party beneficiary of this Agreement, and no other person shall assert any rights as a third party beneficiary hereunder.

  1. 15. Contact

If you have any questions about this Agreements, please contact us at [email protected]