Terms of Use
Please review these Terms of Use ("Terms") carefully, as they set forth the legally binding terms and conditions that govern your use of the G8keep platform, any associated software applications ("App") and our website located at g8.xyz ("Website"), including related trademarks, software code, and other intellectual property (together, the "Services"). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Service.
The Services may consist of copyrighted works belonging to G8keep Inc. ("Company," "G8keep," "us," "our," and "we"). Your submission of information, including personally identifiable information or personal data ("Personal Data"), through or in connection with the Services, is governed by the terms of our privacy policy as updated from time to time, available at g8.xyz ("Privacy Policy"). All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these Terms.
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THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY CLICKING "I AGREE" TO THESE TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), INCLUDING, WITHOUT LIMITATION, THE MANDATORY ARBITRATION PROVISION IN SECTION 16. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
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Please carefully review the disclosures and disclaimers set forth in Section 13 in their entirety before using any software initially developed by G8keep. The information in Section 13 provides important details about the legal obligations associated with your use of the Service.
1. Eligibility
To be eligible to use the G8keep Site:
i. you must be at least 18 years old;
ii. you must not be a resident, national, or agent of Cuba, Iran, North Korea, Syria, Russia, Ukraine regions – Crimea, Donetsk and Luhansk or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, "Restricted Territories"); and
iii. you must not have been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department's Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State (collectively, "Sanctions Lists Persons").
2. Registration
In order to use certain features of the G8keep platform, you must connect an Ethereum wallet to the App (“Wallet”). You may sign out of G8keep platform by disconnecting your Wallet from the App at any time, for any reason. You can do this by going onto the App, clicking “Connect to a wallet” and “Disconnect”. You represent and warrant that you are the exclusive owner and controller of the Wallet. You are responsible for maintaining the confidentiality of any financial information related to your Wallet.
3. Description of Services
a) Token Launch Services
The G8keep platform allows certain users (“Creators”) to generate and deploy code on the Ethereum blockchain subject to G8keep’s pre-defined parameters (“Code”) and user inputs (“Inputs”) for the purpose of launching meme coins (“Meme Tokens”). Inputs include uploading a cover photo or image for the Meme Token (“Artwork”). By deploying the Code, a set number of Meme Tokens will be automatically minted and distributed into three separate contracts (“Deployment”):
i. G8keep Contract: A percentage of the Meme Token supply, displayed on our interface prior to your launching of the contract, will be sent to G8keep, G8keep affiliate or third party (“G8keep Party”) as payment of the Initial Liquidity Fee;
ii. Vesting Contract: A percentage of the Meme Token supply, displayed on our interface prior to your launching of the contract, will be deposited into a vesting contract. The Creator will be able to claim the Meme tokens on a linear schedule during the first 24 hours of launch; and
iii. Liquidity Pool Contract: The remaining percentage of the Meme Tokens will be deposited into a specific liquidity pool on Uniswap (“Liquidity Pool”).
Creators are required to fund the Liquidity Pool by depositing at least 0.05 wrapped ETH (“WETH”) into the same Liquidity Pool at the time of launch. Creator acknowledges and understands the following: (i) all initial deposits of the Meme Tokens and the initial 0.05 WETH (“Initial Deposits”) will be permanently locked in the Liquidity Pool; (ii) the Creator will have no ability to redeem them; and (iii) the G8keep platform merely allows Creators to interact with the Liquidity Pools and G8keep has no control over the Liquidity Pools.
b) Swaps Service
The G8keep platform provides its users a swap widget developed and maintained by G8keep Inc. The swap widget allows users to buy and sell tokens directly from the G8keep platform. All trades are excuted on smart contracts owned by Uniswap. .
c) Token Price Tracking Services
The G8keep platform aims to display real time and historical information around the price of various Meme Tokens that have launched on G8keep platform by utilizing the Dex Screener API (“Price Feed”). This service is exclusively provided by DEX Screener, Inc. under their terms and conditions available at https://docs.dexscreener.com/privacy/terms-and-conditions.
d) Chat Services
The G8keep platform provides its users access to Discord chat rooms (“Chats”). This service is exclusively provided by Discord under their terms and conditions available at https://discord.com/terms.
4. Artwork
a) NSFW Toggles
You acknowledge and understand that your Artwork may be subject to screening by artificial intelligence-based technology for the purpose of determining whether your Artwork maybe be deemed “NSFW” or not suitable for work. All Artworks deemed NSFW will be subject to an automatic toggle on the Website that will allow end-users to screen out NSFW Meme Tokens.
b) Listing and Delisting
You understand and agree that G8keep has sole discretion in determining whether (i) your Artwork and Meme Token is considered NSFW; and (ii) to list your Meme Token on the G8keep platform. G8keep may delist and remove your Artwork or Meme Token from the G8keep Platform at any time and for any reason without notice or liability to you. The delisting or removal of your Artwork or Meme Token from the G8keep platform will not affect your or anyone’s ability to access, trade, buy, sell, swap your Meme Coin on other third-party platforms or directly with the Code. Even if your Artwork or Meme Token has been deleted from the G8keep platform, you will continue to be subject to the Terms of Service, and your Meme Token will continue to be available on the Ethereum network. You may request that G8keep delist your Meme Token at any time by emailing G8keep your request at harrison@g8keep.xyz. However, G8keep shall not be required to honor or respond to delisting requests, except as otherwise required under applicable law. In the event that your Meme Token is delisted from the G8keep platform, such Meme Token may nevertheless continue to be available on the Ethereum network and anyone may continue to own and trade the Meme Token outside of the G8keep platform. G8keep is not obligated to backup any Artwork, and your Artwork may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your Artwork if you desire.
c) Ownership
You represent that you own all intellectual property rights to your Artwork necessary to use our Services. You hereby grant G8keep an exclusive, irrevocable, fully paid-up, worldwide, fully sublicensable license to display the Artwork. Excluding any Artwork that you may upload, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the G8keep platform and its content are owned by G8keep. Neither these Terms (nor your access to the G8keep platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. G8keep reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
5. Fees
a) You agree to pay G8keep Parties all applicable fees associated with your use of the Services, including the following
a. Transaction Fee: A percentage of all Liquidity Pool transactions will be displayed on our interface and automatically transferred to G8keep Parties.
b. Initial Liquidity Fee: A percentage of the total Meme Token supply will be displayed on our interface and automatically sent to G8keep Parties on Meme Token launch.
G8keep may change these fees at any time, without notice. Changes to our fees will be effective as of the effective date shown on the fee schedule located at g8.xyz.
b) In connection with your use of the Service, you are required to pay all fees necessary for interacting with the Ethereum blockchain, including “gas” fees, as well as all other fees reflected on the G8keep platform or third-party application. The value of the gas fee changes, often unpredictably, and is entirely outside of the control of G8keep. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to interact with the Ethereum blockchain. You acknowledge that under no circumstances can G8keep invalidate, revoke, retract, or otherwise reverse a transaction you submit to the Ethereum blockchain. You also acknowledge that the gas fee is not paid to G8keep, and is nonrefundable.
6. Monetization
Creators have the right to charge a fee (“Trade Tax”) on end-users buying or selling Meme Tokens using the Liquidity Pools ranging anywhere between 0% and 5%. The Trade Tax can be changed any time after Deployment within the stated parameters and will be automatically deducted from the end-user and transferred to the Creator’s designated wallet.
7. Taxes
You alone are responsible for determining what taxes apply to your use of the Services and for reporting and remitting the correct taxes to the appropriate tax authorities. You agree that we have no responsibility or liability for determining what taxes apply or for collecting, reporting, withholding, or remitting any taxes arising from any swaps or transactions, unless otherwise required by law.
8. Feedback; Content
a) Feedback
You may provide us feedback, suggestions, or ideas relating to our Services (“Feedback”). You represent and warrant that you have the right to provide us any Feedback that you provide. You agree that we'll own all Feedback, and you hereby irrevocably assign all right, title, and interest in all Feedback to us.
b) User Submitted Content Generally
You, our other users, or third parties may have the option to submit, post, upload, provide, contribute, or make available (or authorize or instruct us to do so) content, materials, or information in connection with our Token Launch Services, including (i) content, materials, or data linked to or associated with a Token (such as data, text, images, audio, video, documents, or files), and content relating to the Creator (“User Submitted Content”). We do not control or endorse any User Submitted Content, and we aren’t responsible or liable to you or any person or entity for any User Submitted Content or any use thereof. Your use of any User Submitted Content is at your own risk and may be subject to additional terms and conditions that we aren’t a part of and we have no responsibility for. We can remove, suspend, or restrict User Submitted Content at any time in our sole discretion.
c) Other Content and Services
When using our services or Platforms, you may come across links to third-party content, or you may have the opportunity to use third-party services in connection with our services or site. We don't control or endorse any third-party content or services and are not liable to you for third-party content or services in any way. Your use of third-party content or services may be subject to additional terms and conditions with third-party providers, and we are not part of those terms or conditions.
9. Restrictions and Prohibited Uses
You may not use the Service to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Service involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at harrison@g8keep.xyz. By using the Service, you confirm that you will not use the Service to do any of the following:
a) modify the Code, use the Code outside of the G8keep platform, or represent that you are the author of any Code generated using the G8keep platform;
b) violate any Applicable Laws including:
i. any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the Bank Secrecy Act and the U.S. Department of Treasury's Office of Foreign Asset Controls;
ii. any relevant and applicable market manipulation laws; and
iii. any relevant and applicable cybersecurity laws, such as, without limitation, the Computer Fraud and Abuse Act;
c) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to use of G8keep’s intellectual property, name, or logo, including use of G8keep’s trade or service marks, without express consent from G8keep or in a manner that otherwise harms G8keep; any action that implies an untrue endorsement by or affiliation with G8keep;
d) use the Service in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden, or impair the functioning of the Service in any manner;
e) circumvent any content-filtering techniques, security measures or access controls that G8keep employs on the Service, including, without limitation, through the use of a VPN;
f) circumvent, interfere with or disrupt our Services, including circumvent any quotas or restrictions or bypass any protective measures or safety mitigations we put on our Services;
g) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Service or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Service;
h) provide false, inaccurate, or misleading information while using the Service or engage in activity that operates to defraud G8keep, other users of the Service, or any other person;
i) use or access the Services to transmit or exchange digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
j) use the Service in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;
k) use the Service from a Restricted Territory;
l) harass, abuse, or harm of another person or entity, including G8keep’s employees and service providers;
m) impersonate another user of the Service or otherwise misrepresent yourself; or
n) encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 9 or any other provision of these Terms.
10. Digital Millennium Copyright Notice (DMCA)
In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that your intellectual property rights have been infringed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated copyright agent:
• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest
• A description of the copyrighted work that you claim has been infringed upon
• A description of where the allegedly infringing material is located on our site so we can find it
• Your address, telephone number, and e-mail address
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please send the notice to the address below. We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate.
G8keep Inc.
G8keep
Postal Address: 316 Berhill Drive, Williamstown, NJ 08094
E-mail address: harrison@g8keep.xyz
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our platform without liability to you or any other party and that the claims of the complaining party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying G8keep and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. G8keep may, in its sole discretion, delete the profile and delist the Artwork of those who are accused of copyright infringement or other intellectual property rights.
11. No Professional Advice or Fiduciary Duties
All Code and any information provided in connection with your access and use of the Service is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Code or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Service, you should seek independent professional advice from an individual who is qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
12. Accuracy of Information
We attempt to ensure that the Code generated on the G8keep platform and Price Feeds are complete, accurate and current. Despite our efforts, the Code or Price Feeds displayed by the G8keep platform may occasionally contain errors or design flaws, be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on the G8keep platform.
13. Disclaimers
a) G8keep does not operate a digital asset or derivatives exchange platform and, therefore, has no oversight, involvement, or control concerning your transactions executed on Uniswap's smart contracts. You are responsible for complying with all Applicable Laws that govern your use of the G8keep platform, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”) and all foreign Applicable Laws.
b) You understand that G8keep platform is not registered or licensed by the CFTC, SEC, FinCEN, or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the G8keep platform or the Services. This G8keep platform and the Services do not constitute advice or a recommendation concerning any commodity, security, or other assets. G8keep is not acting as an investment adviser or commodity trading adviser to any person.
c) G8keep does not own or control the underlying software protocols that are used in connection with the G8keep platform. In general, the underlying protocols are opensource and anyone can use, copy, modify, and distribute them. G8keep is not responsible for the operation of the underlying protocols, and G8keep makes no guarantee of their functionality, security, or availability.
d) G8keep does not endorse, own or control Discord, Uniswap or any other third party (“Third Party”). G8keep is not responsible for the operation of the Third Parties, and G8keep makes no guarantee of their functionality, security, or availability. Use of Third Parties are subject to their own terms, and we are not responsible for them. G8keep is not responsible for any losses or damages sustained by your use of Third Parties.
e) The G8keep platform is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the Wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a Wallet and make no representations or warranties regarding how the G8keep platform will operate with any specific wallet. Likewise, you are solely responsible for any associated Wallet and we are not liable for any acts or omissions by you in connection with or as a result of your Wallet being compromised.
f) G8keep shall not be responsible in any way for any communications or transactions you enter into with other users. You agree that G8keep will not be liable for any loss or damages of any sort incurred as the result of any interactions between you and other users.
g) You acknowledge that your data on the Service may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.
h) The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.
i) G8KEEP PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND G8KEEP (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE G8KEEP PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
G8KEEP DOES NOT ENDORSE ANY MEME TOKEN AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER CREATORS OR USERS OF THE G8KEEP PLATFORM. YOU AGREE THAT G8KEEP WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER CREATORS OR USERS OF THE G8KEEP PLATFORM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL G8KEEP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE G8KEEP PLATFORM, SERVICES, SMART CONTRACTS OR THE CODE EVEN IF G8KEEP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE G8KEEP PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
15. Indemnification
You will defend, indemnify, and hold harmless G8keep, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Service; (b) digital assets associated with your Ethereum address including any staked digital assets; (c) any feedback or Artwork you provide to G8keep, if any, concerning the Service; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, G8keep (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether G8keep wishes to settle, and if so, on what terms, and you agree to corporate with G8keep in the defense.
16. Dispute Resolution; Arbitration; Applicable Law
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
You and G8keep agree to arbitrate any dispute arising from these Terms or your use of the services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and G8keep agree to notify each other in writing of any dispute within 30 days of when it arises. Notice to G8keep must be sent to help@g8keep.xyz. You and G8keep further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Delaware; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts in Delaware have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of the State of Delaware and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and G8keep won't commence against the other a class action, class arbitration or representative action or proceeding.
17. General Provisions
a) Entire Agreement. This Agreement, the Privacy Policy, E-Sign Disclosure and Consent Policy, Prohibited Use Policy, and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and G8keep 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), between you and G8keep. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
b) Assignment. We reserve the right to assign our rights without restriction, including without limitation to any G8keep affiliates or subsidiaries, or to any successor in interest of any business associated with the G8keep Services. In the event that G8keep is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under this Agreement. Any attempted transfer or assignment by you 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.
c) Severability. If any provision of this Agreement 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 this Agreement shall not be affected.
d) Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, general use of the G8keep Site, disputes with G8keep, and general provisions, shall survive the termination or expiration of this Agreement.
e) Governing Law. You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any dispute, except to the extent governed by federal law.
f) Force Majeure. We 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, 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, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
g) Non-Waiver of Rights. This Agreement shall not be construed to waive rights that cannot be waived under applicable laws, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
h) Relationship of the Parties. G8keep is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and G8keep, or authorize you to act as agent of G8keep.
18. Modification, Suspension, Termination
a) We reserve the right to remove you from any Chats for violation of our Terms. We reserve the right to block individual wallet addresses from the G8keep platform and Services if we have reason to believe that wallet has violated these Terms or if required by law or any enforcement agency.
b) We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend, or disable (temporarily or permanently) the Service, in whole or in part, for any reason whatsoever.
c) You acknowledge and agree that G8keep will have no obligation to provide you with any support or maintenance in connection with the Service.
d) Upon termination of your access, your right to use the Service will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Service or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Service.
e) Subject to this Section, these Terms will remain in full force and effect while you use or access the Service. We may suspend or terminate your rights to use or access the Service at any time for any reason at our sole discretion, including for any use of the Service in violation of these Terms. The following sections of these Terms will survive any termination of your access to the Service, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 6 through 18.