Last Updated: 5 August 2022
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO USE OF THIS SITE AND/OR OUR SERVICES, AND IS AN AGREEMENT BETWEEN YOU OR THE ENTITY YOU REPRESENT (“YOU” OR “YOUR”). PLEASE READ THE AGREEMENT CAREFULLY BEFORE USING OUR SITE OR OUR SERVICE, AND REVIEW THEM PERIODICALLY AND REGULARLY FOR CHANGES. BY VISITING THE WEBSITE, OR USING ANY OF OUR SERVICES OR BY DOWNLOADING OR USING ANY PRODUCTS DEVELOPED AND/OR OWN BY SafePal, YOU AGREE TO BE BOUND BY THE AGREEMENT AND AGREE THAT SUCH AGREEMENT CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO BE FULLY BOUND BY ALL OR ANY OF THE AGREEMENT, YOU SHOULD EXIT THE SITE IMMEDIATELY AND NOT TO MAKE ANY USE OF THE WEBSITE, OUR SERVICES OR OUR PRODUCTS.
PLEASE NOTE THAT WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO REVISE, AMEND, UPDATE, DELETE PART OR THE ENTIRE THE AGREEMENT, AT ANY TIME WITHOUT NOTICE.
“API” means an application program interface.
“China” means the mainland of People's Republic of China, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan province.
“Competent Jurisdiction” means any jurisdictions, countries, states, administrative regions or others which having the legal and authority power over SafePal and the Users.
“Digital Asset” means all class of digitalized assets including crypto assets, cryptocurrencies, virtual assets, blockchain-based assets, digital tokens, virtual tokens, etc., but excluding any government issued digital assets or currency, or any digital assets deemed as securities in any competent jurisdictions.
“Wallet” means a digital assets wallet stores private keys and intend to keep digital assets safe and accessible, and allowing owner to send and receive digital assets.
“Excluded Person” means a User who is prohibited, restricted, unauthorized or ineligible to access the Website or to use the Service under any laws, regulatory requirements, or rules in the jurisdiction applicable to such User.
“Mnemonic Words” means a set of random words generated by a Wallet at the time of set up, which allow a User to set up the same Wallet again on a different device, phone or browser, or to recover User’s Private Key.
“Personal Information” means information recorded in electronic or any other form which may identify a person when used alone or in combination with other information, including but not limited to name, date of birth, identification card number, passport number, address, telephone number, bank or credit card number, e-mail address, wallet address, mobile device information, IP address, transaction record, but excluding Private Key or any password set by a User.
“Private Key” is a secret number that is used in cryptography which used to verify transactions and prove ownership of a blockchain address.
“SafePal Wallet” means Hardware Wallet, Mobile Wallet and Extension Wallet which is developed and produced by SafePal.
“Third-Party Service” means the products and services provided by the third parties such as third-party-developed decentralized applications, centralized digital assets exchange, decentralized digital assets exchange, centralized NFT marketplace, decentralized NFT marketplace, data or information service provider and/or all products and services provided by a party other than SafePal and/or its associated or affiliated entities which User may be able to connect via SafePal.
“User”, “your”, “you”, “he/she” or “his/her” means the individual or entity using or accessing this Website or using any Service(s) provided by the Company.
2.1 The Website enable to Users to acquire information related to SafePal, its products and its services listed, post or linked to the Website. The products and services provided by SafePal includes the following:
a. Hardware wallet (“Hardware Wallet and Accessories”);
b. Smartphone or mobile phone application wallet (“Mobile Wallet”);
c. Internet or website browser (e.g. google chrome) extension (“Extension Wallet”);
d. API connecting User with Third Party Services;
e. Mini program to connect User with Third Party Service; and/or
f. Any services or products to be provided by SafePal in the future which stated and stipulated on the Website.
(collectively, “the Service”)
For the avoidance of doubt, notwithstanding the Service provided by SafePal may enable User to sale and purchase, exchange, trade, swap, or in any manner transact digital asset with fiat currency or another digital asset (“Digital Asset Transactions”), such Digital Asset Transaction or any similar services are not provided by SafePal but by a third party. SafePal is a technology provider or technology service providing facilitating User’s Digital Asset Transaction with a Third Party Service Provider (defined hereinblow).
2.2 Hardware Wallet and Accessories. SafePal offers the sales of Hardware Wallet and Accessories on the Website, and may provide ordering, post-sales and community support for User’s purchase of Hardware Wallet and Accessories, subject to SafePal’s sole discretion and availability. The availability of any Hardware Wallet and Accessories, its price,shipping availability, shipping policy and other terms and conditions for the sales and purchase of Hardware Wallet and Accessories may be changed from time to time by SafePal. SafePal has no responsibility or obligation to inform any user of any changes, and User agrees and acknowledges he/she shall access to the Website for any update information in relation to Hardware Wallet and Accessories.
2.3 SafePal Wallet. User agrees and acknowledges, in relation to SafePal Wallet, that:
a. SafePal only supports those digital assets(s) made available by SafePal and SafePal has the sole discretion as to the implementation, and the timeline of implementation any particular digital asset to SafePal Wallet. The User may only use SafePal Wallet to receive, transfer, store, or in any manner manage the digital assets supported by SafePal;
b. SafePal Wallet may allow user to create password, setup biometric identification, or a pattern lock for login to the User’s SafePal wallet and/or to receive, transfer, authorize, approval any transaction of digital assets by signing Private Key with your SafePal Wallet. The User shall have the sole responsibility to safeguard and backup its password, biometric identification, or pattern lock, and SafePal shall not have any liability arising from any loss, misuse, unauthorized use, stolen, delete or hacking activities of the password, biometric identification, or pattern lock. For the avoidance of doubt, SafePal does not have any responsibility to assist the User to store or recover his/her Private Keys, passwords, pattern lock or Mnemonic Words so as to recover his/her Wallets, or to report or freeze any stolen, hacked or unauthorized use of Wallets. .
c. SafePal may from time to time provides update or upgrade to SafePal Wallet, but is not under obligation to do so, and that the User shall proactively update the SafePal Wallet for its optimal function.
d. Notwithstanding SafePal may provide transactions record on SafePal Wallets, the User shall refer to blockchain for the authentic and accurate records.
2.5 Restrictions. SafePal may from time to time impose restrictions on Excluded Person to use part of or all of the Service, and that SafePal shall determine whether a User is an Excluded Person based on it’s own information and discretion. For the avoidance of doubt, a User who is not an Excluded Person may still be unable to use any of the Third Party Service due to the restrictions imposed by the Third Party. No User is guaranteed to use all Third Party Service. SafePal is imposing an IP block against Users from China, but such restrictions may be changed from time to time and the User is encouraged to check with SafePal or the Website for any update information.
2.6 Changes. SafePal may change or discontinue any or all of the Service or add or remove functionality of any or all of the Service from time to time. Notwithstanding SafePal will use commercially reasonable efforts to put on the Website any material change or discontinuation of the Service, we do not guarantee that you will promptly be notified. Any recent update shall be posted or communicated on the Website and/or on any communication channel with the User.
3.1 As part of the Service, SafePal connects User with other Third Party Service providers, whether via API or in other manner, including but not limited to:
a. The payment service provider or credit card payment service provider enabling User to purchase Hardware Wallet on the Website;
b. Centralized Digital Asset exchange;
c. Decentralized Digital Asset exchange and/or any decentralized Digital Asset swap;
d. Fiat currency and Digital Asset on-ramp and off-ramp service provider;
e. NFT marketplace;
f. NFT marketplace’s aggregators;
g. Centralized and Decentralized Digital Asset exchange aggregators;
h. Decentralized staking and/or earning facilities
i. Digital Assets and NFT market data and/or information provider; and/or
j. Any other Third Party Service providers which connect with SafePal and made available to the Users from time to time.
(collectively, “Third Party Service Provider”)
3.2 The User agrees and acknowledges that:
a. The Service provided by SafePal is to connect the User to the Third Party Service Provider for providing Third Party Service, and that SafePal is not itself a service provider of the Third Party Service. Notwithstanding SafePal’s Service may facilitate User to use Third Party Service, all fees, transaction policy, trading policy, exchange procedure, transaction’s terms and conditions, term of service and/or policies or agreements imposed by the Third Party are entered between the User and the Third Party Service Provider (“Third Party Agreements and Policies”). Your use of these Third Party Service is subject to the Third Party Agreements and Policies. Users are encouraged and recommended to read through and accept all Third Party Agreement and Policies prior to using any Third Party Services;
c. If the User is using any Centralized Digital Asset Exchange, any Fiat currency and Digital Asset on-ramp and off-ramp service provider or any centralized service provided by Third Party, and such service required the User to make deposit in fiat currencies or digital assets to the Third Party Service Provider, the User’s fiat currencies or digital assets are under custody and hold by the Third Party Service Provider, subject to Third Party Agreements and Policies. The User further acknowledges that such Third Party Service Provider may not be regulated or acquired any licenses, or possess any insurance policies. The User agrees to use the Third Party Service at his/her own risks in such regard.
d. SafePal does not guaranteed for functions or service’s quality of the Third Party Service;
e. The User shall be solely responsible to all risks for using the Third Party Service Provider, including but not limited to security risks, counterparty risks, transaction risks, slippage, hacking, or any exploit of the Third Party; and
f. the User shall have the absolute discretion to choose which Third Party Service he/she wishes to engage.
3.3 Account Opening and KYC. As mentioned in clause 3.2(b) above, the User may be required to provide Personal Information for Third Party Service Provider’s account opening and KYC process. All such Personal Information and KYC information are retained and stored in the relevant Third Party Service Provider. SafePal does not obtain, store or have access to the User’s Personal Information and KYC information provided to the Third Party Service Provider.
3.4 Restrictions imposed by the Third Party. Each of the Third Party Service Provider may have their rules and policies to accept their clients, according to their respective Third Party Agreements and Policies. A User who has access to the Service may not be able to use Third Party Service. The User shall be abided by the Third Party Agreements and Policies and is encouraged to contact with the relevant Third Party Service Provider if he/she has any inquiry in relation to any restrictions imposed.
3.5 Changes. Third Party Service Provider may change or discontinue any or all of the Third Party Service or add or remove functionality of any or all of the Third Party Service from time to time. SafePal do not have the responsibility or obligation to notify or communicate with the User of such changes. The User is encouraged and recommended to acquire updated information directly from the Third Party Service Provider from time to time.
4.1 Price of Hardware Wallet. The Use acknowledges that the price of Hardware Wallet and its shipping costs may be changed from time to time without notice to the User. The User shall always refer to the Website for any updated price and shipping fees.
4.2 Service Fees. SafePal is entitled to charge the User a fee to use any of the Service. Such fees may include, software license fee, commissions, and/or other type of fees posted on the Website from time to time. Such fee may also be calculated by combining a fee charged by Third Party Service Provider. In any event if we issue an invoice to you for payment of any of the Service, save as the otherwise stipulated in the invoice, you agree to pay within fourteen (14) days from the date of receipt of the invoice, failing which an interest of 8% p.a. shall be imposed on all late payment. SafePal has the sole discretion to revise and amend any fees of the Service, and any update on the fees shall be posted on the Website. You are advised to obtain the updated fee information on the Website from time to time.
4.3 Service Fees charge by Third Party Service Provider. The User acknowledges that a Third Party Service Provider may charge a fee for Third Party Service, including but not limited to trading fees, transaction fees, gas fees, etc. The User further acknowledges and agrees that the Third Party Service Provider may pay a commission to SafePal for any User who use Third Party Service via SafePal. The Third Party Service Provider has the sole discretion to revise and amend any fees of the Third Party Service. You are advised to obtain the updated fee information from the relevant Third Party from time to time.
4.4 Tax. You agree that you are responsible to calculate, validate and pay any and all sales, use, excise, import, export, value added, withholding and other taxes and duties assessed, incurred, or required to be collected ( “Taxes”). SafePal and its affiliates are not responsible for determining whether Taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction or for reporting any information, to you or any taxation, governing or third authority. You agree to indemnify us and our affiliates against any claim or demand for payment of any fines, penalties, similar charges or costs imposed or incurred as a result of your failure to remit or report any Taxes in connection with any transaction.
5.1 Your Wallets. You shall be responsible for all activities of your Wallet(s), regardless of whether the activities are authorized by you or undertaken by you, your agent, staffs, contractors, or any other persons (if applicable). SafePal is not responsible for any unauthorized access to your Wallet, including any access occurred as a result of hacking activity arise from the fault on your part, fraud, phishing or any other criminal activity perpetrated by any other persons. You shall also be responsible to ensure that your use of the Wallet does not violate any applicable laws in a competent jurisdiction.
5.2 Security and Backup. You shall be solely responsible for properly configuring and using the Service, in particularly your Wallets, and taking appropriate action to secure, protect and backup your Wallets in a manner that will provide appropriate security and protection, which include your obligations to securely maintain any passwords, pattern lock or Mnemonic Words of your Wallets. You assure that you will not share with any other person, including SafePal or any of our staffs, agents or contractors, any passwords, pattern lock or Mnemonic Words of your Wallets, and we shall not be held responsible for the security usage of your Wallets.
5.3 Personal Information. As mentioned above in Clause 2.4 and 3.2(b), you may be required to provide Personal Information prior to using the Service or Third Party Service. You shall also be responsible for any loss or consequence for not providing your Personal Information.
5.4 Updates. SafePal may provide or develop different or updated version of the Service. You are responsible to download, install, use or in other manner utilize the updated version and ensure any software or application is downloaded or installed from SafePal but not any unauthorized third party.
5.5 Third Party Service. You are free to choose any Third Party Service from any Third Party Service Provider. You are responsible to conduct any due diligence on any Third Party Service and Third Party Service Provider. When you are using any Third Party Service, you shall also solely be responsible for:
a. All transfer or receipt of fiat currencies or digital assets from or to Third Party Service Provider;
b. All transaction made by using any Third Party Service;
c. All fees, including transaction fees, gas fees, and/or other fees payable to Third Party Service Provider;
d. Any network failure or computer system failure;
e. All investment and/or transaction decision;
f. Tax; and/or
g. All penalties, enforcement actions, investigation, and/or any actions or requirements taken by any authority from a competent jurisdiction against you or your use of the Service or the Third Party Service.
6.1 You agree that we may collect, store and use data (including, but not limited to technical information) in connection with your use of the Site ( “Usage Data”). We may also collect information about Users who access through the Website (“User Data”). The Usage Data and User Data is our property. We may use such data to provide our Service to you and to others; to improve the Website; to personalize and enhance the use of the Website; to determine those areas which are useful or popular and those that are less; to keep record of correspondence with you; to address any issues that you are having with the Website or the Service; to evaluate your use, preferences and trends for internal statistical and analytical purposes and in respect of operations and product development
7.1 The Website and the Service, including any contents (which includes all text, images, sounds, music, marks, logos, compilations), material, information, or all related software and technology (which includes all enhancements, derivatives and improvements thereof )and intellectual property rights are the sole property of SafePal, and are protected by copyright and other intellectual property laws in competent jurisdictions. Nothing in the Agreement shall grant the User any of such property and/or ownership.
7.2 By providing User the Service, we grant the User personal, revocable, non-assignable, non-perpetual and non-exclusive right to access and use the Website and any software or technology associated with the Service as a licensee, provided that you fully comply with the Agreement. You agree not to, or attempt to:
(a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any software or technology associated with the Service;
(b) reverse engineer, disassemble, or decompile any software or technology associated with the Service;
(c) access or use the Service in a way intended to avoid incurring fees or to providing service to another persons; or
(d) resell or sublicense any software or technology associated with the Service.
7.3 You shall not remove any copyright, trademark or other proprietary notices that have been placed on the Website.
7.4 You shall not exploit the Website in any unauthorized way whatsoever, including but not limited to trespass or materially burden network capacity and you shall not use the Website for any illegal or immoral purpose, or in violation of any applicable laws and regulations, such as laws governing intellectual property and other proprietary rights, data protection and privacy, anti-money laundering and currency control. You acknowledge that you are fully responsible for satisfying any legal and regulatory requirements applicable in the Competent Jurisdictions.
7.5 We reserve the right to apply limits on the use of the Website, for example, by limiting the available functions or features of the Service. We further reserve the right to publish such limitations, make them different from User to User, or change such limitations at will, in each case in our sole discretion.
8.1 The Agreement shall, in addition to any other terms and conditions, be as agreed between SafePal and the User, and in absence of any other indications the Agreement shall commence upon SafePal’s acceptance of the User’s access to the Website, and shall remain valid until further written notice is given by SafePal.
8.2 Without prejudice to other provisions in the Agreement, SafePal may terminate the Website, the Agreement, the Service and all rights granted hereunder immediately and without notice.
9.1 THE WEBSITE AND THE SERVICE ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE WEBSITE AND THE SERVICE, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT OF THE SERVICE, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OR THIRD PARTY SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS.
9.2 OUR SERVICE RELY ON EMERGING TECHNOLOGIES, SUCH AS ETHEREUM. SOME SERVICE AND THIRD PARTY SERVICE ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES, LIKE THE TRANSITION TO PROOF OF STAKE CONSENSUS. BY USING THE SERVICE AND THIRD PARTY SERVICE YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS ETHER (ETH) AND OTHER DIGITAL TOKENS. IN PARTICULAR, YOU UNDERSTAND THAT BLOCKCHAIN PROTOCOL, INCLUDING ANY BLOCKCHAIN PROTOCOL DEVELOPED BY SafePal, IS A PRODUCT OF DECENRALIATION WHICH YOU HAVE THE FULL CONTROL AND RESPONSIBILITY WHEN YOU USE AND PARTICIPATE IN THE PROTOCOL, INCLDUING , COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS ANY BLOCKCHAIN TRANSACTIONS. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND MNEMONIC WORDS MUST BE KEPT SECRET AT ALL TIMES, THAT SafePal WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR MNEMONIC WORDS, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS.
9.3 YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL TOKENS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF CONSENSYS TO CONTROL. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY DIGITAL ASSETS.
9.4 YOU UNDERSTAND AND ACCEPT THAT SafePal DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE TRANSITION OF ANY BLOCKCHAIN PROTOCOL. YOU AGREE THAT YOU ALONE, AND NOT SafePal, IS RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD PARTY SERVICE PROVIDER OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT SafePal IS NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING THE SERVICE. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICE TO INTERACT WITH ANY BLOCKCHAIN PROTOCOLS.
10.1 You shall, upon our demand, defend, indemnify, and hold harmless us, and each of our respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, expenses (including but not limited to debt collection expenses) and legal fees (including reasonable attorneys’ fees) arising out of or relating to your use of the Service. If we are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you shall also reimburse us for legal costs, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.
10.2 The information, software, products, and services published on this Website may include inaccuracies or typographical errors. In particular, SafePal does not guarantee the accuracy of and disclaim liability for inaccuracies relating to any information or descriptions displayed on this Website.
10.3 SafePal makes no representations about the suitability of the information, software, and Services contained on this Website for any purpose, and displaying or promotion of any digital assets on this Website does not constitute any endorsement or recommendation of investment. Nothing on the Website constitute any investment advice or any inducement of investment.
10.4 In no event shall SafePal be liable for any direct, indirect, punitive, incidental, special, or consequential damages arising out of, or in any way connected with, the use of this Website or the Service, with the delay or inability to use this Website, or for any services obtained through this Website, or otherwise arising out of the use of this Website, whether based on contract, tort, strict liability, or otherwise.
11.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer without the consent of SafePal will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
11.2 Entire Agreement and Modifications. This Agreement, save as any policies or other agreement posted on the Website, is the entire agreement between you and us regarding the subject matter of this Agreement. Any modification to the terms of this Agreement may only be made in writing.
11.3 Force Majeure. Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, hacking activities, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
11.4 Independent Contractor. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
11.5 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
11.6 Waiver. No waiver of any term of the Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term.
11.7 Amendments. SafePal reserves the right, at its sole discretion, to change, add or remove portions of these Agreement, at any time. Such notification will be made via the Website and it is your responsibility to review the amended Agreement. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes and you agree that all subsequent transactions by you will be subject to these Agreement.