RSK Ambassadors Program General Terms & Conditions
Dated: December, 2017
The following Terms and Conditions (the “Terms”) govern the participation and roles of the RSK Ambassador Program (Hereinafter, the "Program"). By joining to the Program, you are confirming that you accept and agree to the Terms, as amended from time to time, and that you will comply with them. If you disagree with any of these Terms, RSK Labs Ltd (Hereinafter, "RSK") won't include you as a member of the Program.RSK reserves the right to update, change, suspend and/or terminate these Terms and/or the Program from time to time without prior notice. The changes will come into effect on the revision date shown in the revised Terms. By continuing to use the Program you are agreeing to the revised Terms.Please read these Terms carefully. We recommend that you print a copy of this Terms, and any future version, for your reference. Please note that there are other terms that may apply to you.
1. Participants of the ProgramAny person may register on the Program to become an “Ambassador”.To become an Ambassador, a person will be required to sign up using the above form.RSK shall have the sole and absolute discretion whether to accept any individual as an Ambassador. RSK reserves the right to reject any application, without giving reasons.By registering with the Program, each Ambassador represents and warrants that:- I am over 18 years of age;- I have complied and will continue to comply with all applicable local legislation to participate in the Program; and- any information I have provided is accurate, correct and complete.AMBASSADORS MUST UPDATE ANY PERSONAL INFORAMTION IMMEDIATELY FOLLOWING ANY CHANGE IN SUCH INFORMATION.Ambassadors will be provided with one username and password. Ambassadors must keep their username and password confidential, safe and must not disclose it to any third party.RSK shall have the right to disable any username or password at any time, if in its reasonable opinion, I have failed to comply with any of the provisions of this Terms. I will be responsible for any actions of an unauthorized user using my username and/or password on the Program.
2. Relationship Between the PartiesBy accepting the Terms set forth herein, I understand and acknowledge that through the present Terms there´s no creation, and should not be interpreted or construed as creating, any agency, partnership, joint venture, franchise, or employment relationship between myself and RSK.Moreover, I agree not to have the authority to make any statements, representations or commitments of any kind or to take any action binding on RSK´s behalf. Furthermore, I acknowledge myself as an independent and separate contractor from RSK, therefore, I agree not to keep RSK liable for the obligations, acts, omissions, promises, guarantees, warranties or representations (either expressed or implied) in which I may incur, create or assume.
3. OwnershipIn addition, I understand that the material to which I´ll be accessing may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights, despite the fact that RSK´s technology will be licensed as open source. RSK’s rights apply to all the material and all output and executables of the Program. I, therefore, agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these Terms. RSK owns all rights, title, and interest in and to the Program´s material, granting me no right, title, or interest in any intellectual property owned or licensed by RSK, including (but not limited to) the material shared herein.
4. Release & WaiverTo the maximum extent permitted by applicable law, I hereby release and waive all claims against RSK, its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees (Hereinafter, the "Representatives") from any and all liability for claims, damages (indirect, special, incidental, punitive, actual and/or consequential), costs and expenses (including litigation costs and attorney's’ fees) of every kind and nature, arising from or in any way related to my participation or role in the Program. In addition, I expressly waive and relinquish any and all rights and benefits which I may have under any particular state or federal statute or law principle to the fullest extent permitted by law.On the other hand, RSK´s failure to exercise or enforce any right or provision set forth in these Terms shall not constitute a waiver of such right or provision.TO THE EXTENT PERMITTED BY LAW, RSK TOTAL CUMULATIVE LIABILITY TO ME OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PROGRAM, FROM ANY AND ALL CAUSES OF ACTION CLAIMS (INCLUDING CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE), WILL BE LIMITED TO AND WILL NOT EXCEED A MAXIMUM OF $20,000 (TWENTY THOUSANDS U.S. DOLLARS).
5. IndemnityTo the maximum extent permitted by applicable law, I agree to hold harmless and indemnify RSK and/or its officers, employees, directors, shareholders, parents, subsidiaries, and/ or affiliates (the “Representatives”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees, and legal costs) of any kind or nature, arising from or relating to:- any actual or alleged breach of this Terms by me or anyone using my account;- my use of the Program; and- [the content of my uploaded information].
6. Termination and survivalI understand and accept RSK reserves the right to suspend, change or terminate the Program to its sole discretion and without any prior notification requirements. In addition, I may stop being a member of the Program just by notifying such intention to the RSK team at the contact details in Clause 10 of these Terms.Participating in the Program is a privilege. RSK may decline to register me as an Ambassador, terminate my registration, and/or restrict my access to the Program at any time at its complete discretion without consulting with or informing me that RSK is doing so. Without limiting this, RSK consider the following as grounds for refusal of use:- if a serious or multiple complaints are received about me; or- I breach these Terms or any other applicable policy.RSK reserves the right to not provide access to the Program to any person. RSK also reserves the right to terminate any Ambassador’s right to access the Program at any time, in its discretion. If I violate any of these Terms, and/or RSK receives complaints about me, my permission to be a participant of the Program may, at RSK sole discretion, be automatically terminated.I may end this legal agreement with RSK at any time for any reason, by discontinuing the use of the Program and contacting RSK at the contact details in Clause 10 of these Terms to delete my registration.The provisions “Termination and Survival”, “Invalidity of Specific Terms”, “Governing Law and Jurisdiction”, “Miscellaneous” “Contact/Notice” and “Disclaimers” will survive the closure of my participation in the Program and any expiration or termination of these Terms, and I will continue to be responsible for all of my activities during the time I used the Program.
7. Invalidity of Specific Terms.If any provision of the present Terms is found to be invalid (partially or totally), I nevertheless agree to give effect to RSK´s intentions as reflected in the provision and that the other provisions remain in full force and effect.
8. Governing Law and JurisdictionThis Terms & Conditions shall be governed by and construed in accordance with the laws of the British Virgin Islands.Any and all differences, controversies and disputes of any nature whatsoever arising out of or relating to this Terms, including any dispute relating to its validity, interpretation, performance or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said Rules. The arbitration proceedings shall be conducted in the English language and the seat of the arbitration shall be the British Virgin Islands. The arbitrators appointed in connection herewith shall be knowledgeable in the laws of the British Virgin Islands and fluent in the English language. All submissions and awards in relation to arbitration under this Terms shall be made in English, and all arbitration proceedings and all pleadings shall be in English. Witnesses not fluent in English may give evidence in their native tongue (with appropriate translation). Original documents in a language other than English shall be submitted as evidence in English translation accompanied by the original or true copy thereof. The procedural rules governing arbitration hereunder shall be established by the arbitrators; provided that (i) each party may call upon the other party to supply the arbitrators with documents in such other party's control relevant to the dispute; (ii) each party shall be entitled to present the oral testimony of witnesses as to fact and expert witnesses; (iii) each party shall be entitled to question directly any witnesses who present testimony to the arbitrators and (iv) at the request of any party, a written transcript in English shall be made of each hearing before the arbitrators and shall be furnished to the parties. The arbitrators may, at the request of any party, order provisional or conservatory measures; provided that to the extent necessary to prevent irreparable damage any party may petition any court of competent jurisdiction for a preliminary injunction, temporary restraining order or other interim equitable relief pending the appointment of the arbitrators in accordance with this Clause and action by the arbitrators upon any request for provisional or conservatory measures. Each party participating in such arbitration shall pay its own legal fees and expenses incurred in connection with the arbitration and the expense of any witness produced by it. The cost of any stenographic record and all transcripts thereof shall be pro-rated equally among all parties ordering copies and shall be paid by the parties directly to the reporting agency. All other expenses of the arbitration, including required traveling and other expenses and fees of the arbitrators and the expenses of any witness or the cost of any proof produced at the request of the arbitrators, shall be borne as determined by the arbitrators. Any award shall be final and not subject to appeal and the parties waive all rights to challenge any award of the arbitrators under this Clause. Any award may be entered or presented by any of the parties for enforcement in any court of competent jurisdiction sitting in the British Virgin Islands, and the parties hereby consent to the jurisdiction of such court solely for purposes of enforcement of any award. Each party further agrees that service of any process, summons, notice or document in the manner provided for notices in Clause 10 shall be effective service for purposes of any such enforcement action.
9. MiscellaneousThese Terms any other policies we publish represents the entire agreement and understanding between the parties, relating to the subject matter of these Terms and supersedes all prior understandings, communications or agreements, written or oral, on that subject matter.I acknowledge that in accepting and agreeing to the Terms, I have not relied on and shall have no remedy in respect of any statements, assurance, representation, or warranty (whether of fact or of law and whether made innocently or negligently) made other than set out in these Terms and/or any other RSK policy.Under no circumstances shall RSK be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond RSK’s reasonable control.The failure by RSK to enforce any right or provision of these Terms shall not prevent RSK from enforcing such right or provision in the future.A waiver of any of these Terms will only be effective if it is in writing and signed by an authorized representative of RSK. No delay, omission or indulgence shall constitute a waiver of RSK’s rights under these Terms.If any provision of these Terms is found to be unlawful, illegal, void, invalid or unenforceable (in whole or in part), then that provision will be deemed severable from these Terms and shall not affect the enforceability of any other provisions and the remainder of these Terms shall continue in full force and effect.I may not assign, transfer or novate my rights or obligations under these Terms to third parties, save without the written consent of RSK which may be withheld for any or no reason at its sole discretion.RSK may, without notice, assign, transfer or novate its rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity or by operation of law.
10. Contact/NoticeAny notice or other communication to be given or served under or in connection with these Terms shall be in writing and shall be sent by courier, recorded or hand delivery or by email to the following address:RSK Labs Ltd.Address: Morgan & Morgan Building, Pasea Estate, Road Town, Tortola, British Virgin Islands.Email: email@example.comAttention: RSK Labs Ltd.
11. DisclaimersRSK SHALL USE ALL REASONABLE ENDEAVOURS TO ENSURE THAT ALL MATERIAL AND INFORMATION PRESENTED ON THE PROGRAM IS TAKEN FROM SOURCES BELIEVED TO BE RELIABLE AND ALL INFORMATION IS PRESENTED IN GOOD FAITH, HOWEVER NO WARRANTY OR REPRESENTATION EITHER EXPRESSED OR IMPLIED, IS MADE TO ITS CORRECTNESS, COMPLETENESS, OR ACCURACY.RSK WILL HAVE NO LIABILITY FOR ANY:- ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;- PERSONAL INJURY, PROPERTY DAMAGE OR LOSS OF DATA RESULTING FROM MY ACCESS TO OR USE OF THE PROGRAM;- ANY UNAUTHORIZED ACCESS TO OR USE OF RSK SERVERS OR OF ANY PERSONAL INFORMATION OR AMBASSADOR DATA;- ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE PROGRAM, OR ANY DELETION OF OR FAILURE TO STORE OR TRANSMIT ANY CONTENT OR COMMUNICATIONS;- ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR WHICH MAY BE TRANSMITTED ON OR THROUGH THE USE OF THE PROGRAM;- FAILURE OF THE PROGRAM TO MEET MY EXPECTATIONS OR REQUIREMENTS; OR- ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE PROGRAM. I UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PROGRAM IS DONE AT MY OWN RISK AND THAT I WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ME FROM RSK OR THROUGH THE PROGRAM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.