Terms of Service
IMPORTANT ARBITRATION NOTICE: ACCEPTING THESE TERMS IMPLIES THAT, WITH LIMITED EXCEPTIONS, YOU AGREE TO SETTLE ANY DISAGREEMENTS BETWEEN YOU AND WEBBY-SOFT THROUGH BINDING, INDIVIDUAL ARBITRATION INSTEAD OF LITIGATION IN COURT. HOWEVER, IF YOU RESIDE IN A JURISDICTION WHERE THE LAW FORBIDS ARBITRATION FOR RESOLVING DISPUTES, PROVISIONS OF SECTION 14 WILL BE APPLICABLE, WHICH COVERS THE GOVERNING LAW.
1. Acceptance of Terms
Your use of our Services signifies your agreement to these Terms. If you do not consent to these Terms, you are not permitted to use the Services.
3. Modifications to the Terms or Services
We reserve the right to revise these Terms periodically at our sole discretion. In case of any changes, we will notify you by posting the revised Terms on the Site, the App, and/or we may communicate through other channels. It is crucial for you to review the Terms whenever they are updated or when you use the Services. Your continued use of the Services after we post updated Terms indicates your acceptance of and agreement to these changes. If you do not agree to the changes, you should cease using the Services. As our Services are continually evolving, we may alter or cease all or any part of the Services at any time without prior notice, at our sole discretion.
4. Who May Use the Services?
(a) Eligibility. YOU MAY USE THE SERVICES ONLY IF YOU ARE 18 YEARS OR OLDER AND CAPABLE OF FORMING A BINDING CONTRACT WITH WEBBY-SOFT, AND NOT OTHERWISE BARRED FROM USING THE SERVICES UNDER APPLICABLE LAW.
(b) Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory or jurisdiction does not violate any applicable laws. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but have no obligation, to monitor where our Services are accessed from. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses and unique device identifiers or to any user who we believe is in breach of these Terms.
(c) Unauthorized Access. You may not access or utilize the Site and/or Services for the purpose of web crawling, web harvesting, data mining, data extraction, scraping or aggregating information, including without limitation listings available on or through the Site and/or Services, or similar activities without our prior written consent in our sole discretion. Users who wish to engage in any of the foregoing activities must contact us at firstname.lastname@example.org to obtain our prior approval and an application programming interface (the “API”) to legally access our servers. We will evaluate requests as they are received and use reasonable business efforts to respond. Upon approval we will issue the API. Failure to respond constitutes disapproval. We reserve the right to implement testing and maintenance of the API at our sole discretion. Engaging in any of the activities referenced in the first sentence of this paragraph without prior authorization is a prohibited material breach of these Terms and may subject violators to legal liability.
5. About the Services
(a) The Magisat Platform. Our Services facilitate interactions with the Protocols and Blockchains to allow individuals to purchase, trade, and sell “rare satoshis”. Webby-Soft provides the Magisat Platform, which is an interface to interact with the Protocols and Blockchains. Webby Soft does not provide the Protocol.
(i) You may participate in the Services by linking your digital wallet(s) on supported bridge extensions, which allows you to purchase, store, and engage in transactions using Bitcoin cryptocurrency. Before interacting with the services, we will ask you to download a supported electronic wallet extension and connect and unlock your digital wallets with that extension. Once you submit an order to sell or purchase a digital asset, your order is passed on to the applicable extension, which completes the transaction on your behalf.
(ii) MAGISAT PLATFORM IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY. WEBBY SOFT FACILITATES TRANSACTIONS BETWEEN THE PURCHASER AND SELLER ON THE MAGISAT PLATFORM BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE PURCHASER AND SELLER OF RARE SATOSHIS OR BETWEEN ANY USERS.
(iii) YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE MAGISAT PLATFORM. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, WEBBY-SOFT MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE PLATFORM.
(b) Transactions Are Conducted on the Blockchain. While WEBBY-SOFT offers a platform for “rare satoshis”, it does not buy, sell or take custody or possession of any “rare satoshis”, nor does it act as an agent or custodian for any user of the Services. Instead, each satoshi that is listed for sale will beheld in the owner's wallet until it is sold. Each such rare satoshi is released automatically from the user's wallet upon consummation of its sale through the relevant Blockchain network If you elect to buy, or sell any rare satoshi, any transactions that you engage in will be conducted solely through the Bitcoin network, governing such rare satoshi. You will be required to make or receive payments exclusively through the cryptocurrency wallet you have connected to the Magisat Platform. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Service.
(c) Promotions Programs. Your participation in certain programs (e.g., promotions, sweepstakes, giveaways, contests, etc.) made available through the Magisat Platform will be subject to additional terms and conditions specific to such programs as set forth by the sponsor of each promotion.
(d) Terms Applicable to Purchasers and Sellers. If you are using the Services to purchase rare satoshis, you are a “Purchaser,” and if you are using the Services to sell rare satoshis, you are a “Seller.” If you are either a Purchaser or Seller, you agree to the following additional terms:
(i) Purchase Terms. Although the terms of sale for a rare satoshi are displayed on the Magisat Platform, all such terms are determined by the Purchasers and Sellers, and the sale and purchase of rare satoshis are subject to such
(ii), Webby-Soft is not a party to any such Purchase Terms, which are solely between the Purchaser and the Seller, and is not responsible for ensuring compliance with such terms or mediating or resolving any disputes with respect to such Purchase Terms, including, but not limited to, any disputes arising out of or related to the authenticity of the Rare Satoshi. The Purchaser and Seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms, and for resolving any disputes arising from any breach of any Purchase Terms.
(ii) Costs and Fees. Transactions on the Magisat Platform may be subject to fees that WEBBY-SOFT collects to support the Magisat Platform, as posted on the Site or otherwise set forth in these Terms. “Revenue” means the gross amount paid by the Purchaser of a sale of your rare satoshi on the Magisat Platform . You further agree to pay all other applicable fees, including Protocol Fees and hosting fees, and you authorize WEBBY-SOFT to automatically charge you for any such fees or deduct such fees (including the Transaction Fee) directly from your amounts paid by the Purchaser. Each party shall be responsible for all Taxes imposed on its income or property. Purchasers will be responsible for paying all such fees. In addition, interactions with the Blockchain may also result in transaction fees or Protocol Fees (as defined below) imposed by the Bitcoin Blockchain, which are also solely your responsibility. “Protocol fees” mean the fees that fund the network of computers that run the decentralized blockchain network, meaning that you will need to pay a Protocol Fee for each transaction that occurs via the blockchain network.
(iii) Revenue Share and Fees. If you are a Seller, you will receive Revenue less the Transaction Fee for each initial sale of your rare satoshi on the Magisat Platform. “Transaction Fee” means the percentage of the Revenue generated from the initial sale of your rare satoshi sale that is listed on the listing interface, as agreed by You, when determining to list your rare satoshi for sale. The Transaction Fee may be, but is not required to be, the sale percentage for all sales of Rare Satoshis and may be changed from time to time.
(e) Taxes. You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting, and paying all applicable Taxes. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies and other similar municipal, state, federal, and national indirect or other withholding and personal or corporate income taxes. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority, including any information derived from the Services. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law.
(f) Suspension or Termination. We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we, in our sole and reasonable discretion, determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of these Terms by Webby-Soft. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
6. Rights and Terms for Apps
(a) App License. If you comply with these Terms, Webby-Soft grants to you a limited non-exclusive, nontransferable license, with no right to sublicense, to use the platform solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not:
(i) copy, modify or create derivative works based on the Platform;
(ii) distribute, transfer, sublicense, lease, lend or rent the Platform to any third party;
(iii) reverse engineer the Platform (unless applicable law permits, despite this limitation); or
(iv) make the functionality of the App available to multiple users through any means.
7. Acceptable Use Policy and Webby-Soft's Enforcement Rights. You agree not to do any of the following:
(a) Use, display, mirror or frame the Services or any individual element within the Services, Webby-Soft's name, any Webby-Soft trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Webby-Soft's express written consent;
(b) Access, tamper with, or use non-public areas of the Services, Webby-Soft's computer systems, or the technical delivery systems of Webby-soft's providers;
(c) Attempt to probe, scan or test the vulnerability of any Webby-Soft system or network or breach any security or authentication measures;
(d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Webby-Soft or any of Webby-Soft's providers or any other third party (including another user) to protect the Services;
(e) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Webby-Soft or other generally available third-party web browsers;
(f) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(g) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(h) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
(i) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
(j) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
(k) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(l) Impersonate or misrepresent your affiliation with any person or entity;
(m) Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services);
(n) Engage in wash trading, front running, pump and dump trading, ramping, cornering, or other deceptive or manipulative trading activities, including but not limited to:
(i) trading a rare satoshi at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such rare satoshi category;
(ii) unduly or improperly influencing the market price for such rare satoshi or establishing a price which does not reflect the true state of the market in such rare satoshi;
(iii) executing or causing the execution of any transaction in a rare satoshi which involves no material change in the beneficial ownership thereof; and
(iv) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a rare satoshi;
(o) Use the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners the rights to participate in an ICO or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, DeFi (or decentralized finance) yield bonuses, staking bonuses, and burn discounts;
(p) Fabricate in any way any transaction or process related thereto;
(q) Disguise or interfere in any way with the IP address of the computer you are using to access or use the Services or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Services;
(r) Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;
(s) Violate any applicable law or regulation; or
(t) Encourage or enable any other individual to do any of the foregoing.
Webby-Soft is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. The sale of stolen assets, assets taken without authorization, and otherwise illegally obtained assets on the Service is prohibited. If you have reason to believe that an asset listed on the Service was illegally obtained, please contact us immediately. Listing illegally obtained assets may result in your listings being canceled, your assets being hidden, or you being suspended from the Services.
8. Links to Third Party Websites or Resources
The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
Notwithstanding anything contained in these Terms, we may suspend, modify or terminate your access to and use of the Services and the language of these Terms at our sole discretion, at any time and without notice to you. You may disconnect your digital wallet at any time. You acknowledge and agree that we shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 5(d)(ii), 7, 9, 10, 12, 13, 14 and 15.
10. Warranty Disclaimers
THE SERVICES, INCLUDING THE PROMOTIONS TOOL, ANY CONTENT CONTAINED THEREIN, AND ANY RARE SATS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WEBBY-SOFT (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES:
(I) WILL MEET YOUR REQUIREMENTS;
(II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR
(III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WEBBY-SOFT DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES, ANY CONTENT CONTAINED THEREIN AND ANY RARE SATOSHI LISTED THEREIN. WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES. WEBBY-SOFT DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. WHILE WEBBY-SOFT ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT THEREIN SAFE, WEBBY-SOFT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, ANY CONTENT THEREIN, ANY RARE SATOSHIS LISTED THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY. WEBBY-SOFT WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM:
(I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES;
(II) SERVER FAILURE OR DATA LOSS;
(III) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS OR CORRUPT FILES;
(IV) UNAUTHORIZED ACCESS TO SERVICES; OR
(V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK. RARE SATOSHIS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY IN THE BITCOIN BLOCKCHAIN NETWORK. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE SERVICES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, WEBBY-SOFT MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE SERVICES. THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
11. Assumption of Risk
You accept and acknowledge:
(a) The prices and liquidity of cryptocurrency assets (including rare satoshis) are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the rare satoshis made available through the Services, which may also be subject to significant price volatility. We cannot guarantee that any Purchasers of rare satoshis will not lose money.
(b) You are solely responsible for determining what, if any, Taxes apply to your transactions through the Services. Neither Webby-Soft nor any Webby-soft affiliates are responsible for determining the Taxes that apply to such transactions.
(c) Our Services do not store, send, or receive cryptocurrency assets. This is because cryptocurrency assets exist only by virtue of the ownership record maintained on its supporting Blockchain. Any transfer of cryptocurrency assets occurs within the supporting Blockchain and not on the Services. Transactions involving rare satoshis may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in rare satoshis shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
(d) There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Webby-Soft will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services for transactions, however caused.
(e) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of a certain rare satoshis.
(f) The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services..
(g) The Services may rely on third-party platforms to perform transactions with respect to any digital asset. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
(h) By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or other abnormal behavior. Webby-Soft is not responsible for any issues with the Blockchains, including forks, technical node issues or any other issues having fund losses as a result. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Bitcoin are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.
(a) You will indemnify, defend (at Webby-Soft's option) and hold Webby-Soft and its officers, directors, employees, and agents harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with:
(i) your access to or use of the Services, or
(ii) your violation of these Terms. You may not settle or otherwise compromise any claim subject to this Section without Webby-soft's prior written approval.
(b) You will indemnify and hold harmless Webby-Soft and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with the breach of your representations and warranties from Section 5.
13. Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WEBBY-SOFT NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WEBBY-SOFT OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(b) TO THE GREATEST EXTENT ALLOWED BY LAW, THE COMBINED MAXIMUM LIABILITY OF WEBBY-SOFT, ITS AGENTS, REPRESENTATIVES, AND AFFILIATES, RESULTING FROM OR RELATING TO THESE TERMS OR YOUR USE OR INABILITY TO USE THE SERVICES, SHALL NOT EXCEED THE SUMS YOU HAVE PAID OR ARE DUE TO PAY TO WEBBY-SOFT FOR USING THE SERVICES, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS APPLICABLE, SHOULD YOU HAVE NO PAYMENT OBLIGATIONS TO WEBBY-SOFT.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WEBBY-SOFT AND YOU.
14. Jurisdiction and Governing Law
These Terms and Conditions, as well as any disputes or claims arising from or relating to your use of the Services, are governed by and construed in accordance with the laws of Romania, without regard to its conflict of law principles. Furthermore, you agree that the courts of Romania will have exclusive jurisdiction over any dispute or claim relating to these Terms and Conditions and your use of the Services.
15. General Terms
(a) Reservation of Rights. Webby-Soft and its licensors exclusively own all rights, titles and interests in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of Romania and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Webby-Soft and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Webby-Soft and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Webby-Soft’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Webby-Soft may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
(c) Notices. Any notices or other communications provided by Webby-Soft under these Terms will be given:
(i) via email; or
(ii) by posting to the Services
For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights. Webby-Soft's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Webby-Soft. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
16. Contact Information
If you have any questions about these Terms or the Services, please contact Webby-Soft at email@example.com.