add terms of use (#256)

Author: DrewVanderWerff

TERMS-OF-USE.md

@@ -0,0 +1,80 @@
+TERMS OF USE
+(Effective Date: February 11, 2025)
+
+PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”) WHICH CONSTITUTE THE AGREEMENT BETWEEN YOU OR ANY ENTITY ON WHOSE BEHALF YOU ACCESS OR USE THE FEATURES DESCRIBED HEREIN (“USER” OR “YOU”), AND COMMIT-BOOST, INC. (“COMMIT-BOOST”). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE FEATURES BETWEEN THE PARTIES AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. COMMIT-BOOST AND USER ARE HEREINAFTER JOINTLY DEFINED AS THE “PARTIES” OR INDIVIDUALLY A “PARTY”.
+
+These Terms of Use (as amended or supplemented from time to time, these "Terms") explain the terms and conditions by which you may access and/or use Commit-Boost, Inc.’s website, https://github.com/Commit-Boost, tools, software, documentation, and other online properties (collectively, “Features”) provided by the Commit-Boost, Inc. (“Commit-Boost,” “we,” “us,” or “our”) repository. 
+
+All access and use of the Features is subject to these Terms. By accessing or otherwise using the Features, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you will not access, browse, or otherwise use the Features.
+ 
+Commit-Boost reserves the right, at its sole discretion, to change, update, or modify portions of these Terms at any time. Commit-Boost will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. Your continued use of the Features after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms, so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you will not access, browse, or use (or continue to access, browse, or use) the Features.
+ 
+**IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND COMMIT-BOOST, INC. THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE “DISPUTE RESOLUTION” SECTION BELOW FOR DETAILS REGARDING ARBITRATION.
+**
+
+I.	USE OF FEATURES
+
+  A.	Eligibility. In order to be eligible to access and use the Features, you represent and warrant that: 
+    1.	  You are at least eighteen (18) years old and capable of forming a binding legal relationship with Commit-Boost.
+    2.	  You have the requisite capacity, power, and authority to accept these Terms and to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid, and binding obligation enforceable against you in accordance with these Terms. 
+    3.	  You are not and must not be under any sanctions imposed or enforced by any relevant national or international authority, nor should you be listed on any roster of prohibited or restricted entities, inclusive of, but not limited to, those maintained by the United States’ Office of Foreign Assets (OFAC), including, but not limited to, Cuba, Democratic People’s Republic of Korea, Iran, Syria, or the following Russian-occupied regions: Crimea, Donetsk, and Luhansk. 
+    4.	  You understand that certain jurisdictions are restricted from accessing the Features. These jurisdictions include Cuba, Democratic People’s Republic of Korea, Iran, Syria, or the following Russian-occupied regions: Crimea, Donetsk, and Luhansk. You understand that this list of restricted jurisdictions may be updated from time to time at Commit-Boost’s discretion. 
+
+  B.	Prohibited Activity
+    1.	  You agree to use the Features for its intended purpose and will not engage in, or attempt to engage in, (i) hacking, gaining unauthorized access or introducing any kind of malicious code to it; (ii) reverse engineer or decompile (whether whole or in part) any software available through it that exceeds the terms of the designated Open Source License; (iii) making copies, modify, reproduce, transmit, alter or distribute all or any part of the Features or any material information contained in it that exceeds the terms of the designated Open Source License; (iv) use them for any purpose that is unlawful; (v) offering illegal or controlled products or services including, without limitation, firearms, explosives, dangerous materials, drugs, pornography, illegal gambling, human trafficking, wildlife trade, products and services derived from endangered or threatened species, or other activities which may be considered illegal, dangerous or harmful; (vi) shall not and will not allow restricted persons to use a virtual private network (e.g., a VPN) or other means to inappropriately/evasively access it; or (vii) use them in any manner that disrupts their operation.
+
+  C.	Third Party Services and Content
+    1.	  By using the Features, you may also be using the resources, including products, services or content and links of one or more third parties (collectively, “Third Party Services"). Third Party Services are provided for your convenience only and the availability of Third Party Services does not constitute an endorsement by Commit-Boost of the same. Third Party Services are not under Commit-Boost’s control and, as such, are not considered part of our Features. Commit-Boost makes no representation or warranty regarding any Third Party Service, including its availability, security, or suitability for use with or in conjunction with Commit-Boost’s Features. Any proprietary right or interest to any Third Party Service and any content provided therein belongs to that third party provider subject to any right or license you may hold to such Third Party Service. If you decide to access or use a Third Party Service, your activity is governed by the Third Party Service’s terms and conditions, not by those of Commit-Boost. This includes all terms and policies that govern your use of GitHub, the website which hosts our Features.
+
+II.	INTELLECTUAL PROPERTY FULL OWNERSHIP
+
+  A.	All rights to the Features are either the property of Commit-Boost or are open source software. Any existing intellectual property rights such as copyrights, trademark rights and other intellectual property rights are the exclusive property of Commit-Boost.
+
+III.	LIMITED WARRANTY
+
+  A.	You acknowledge and agree that except as set forth in these Terms, the Features are provided on an “as is” basis with faults and without warranty of any kind. 
+  B.	Commit-Boost makes no representation or warranty that the Features will comply with any obligations that User may have under any applicable Laws, rules, regulations, or similar obligations and Commit-Boost shall not have any liability or be responsible for any damages, liabilities, losses, costs, out-of-pocket costs or expenses (including attorneys’ fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind arising out of, in connection with or relating to the User’s compliance with any obligations under any applicable laws, rules, regulations, or similar obligations. Without limiting the foregoing, Commit-Boost does not represent or warrant that (i) the Features will be error free, uninterrupted or available at all times; or (ii) that the Features will remain compatible with, or operate without interruption on, any equipment provided by User. 
+  C.	User acknowledges and agrees that technical problems may prevent Commit-Boost from providing all or any part of the Features. Commit-Boost makes no warranties and the User receives no warranties, whether express, implied or statutory, regarding or relating to the Features and Commit-Boost hereby specifically disclaims, overrides and excludes to the fullest extent permitted by Law, all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and all other warranties, conditions, other contractual terms, representations, indemnities and guarantees with respect to the Features, whether express, implied or statutory, arising by Law, custom, prior oral or written statements by Commit-Boost or any of its agents or affiliates or otherwise (including but not limited to, as to title, satisfactory quality, accuracy, completeness, uninterrupted use, noninfringement, timeliness, truthfulness, sequence and any implied warranties, conditions and other contractual terms arising from transaction usage, course of dealing or course of performance).
+
+IV.	INDEMNITY
+
+  A.	You will indemnify and hold harmless Commit-Boost, our affiliates and service providers, and their respective officers, directors, employees and agents (together, the “Released Parties”), 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 the Features and (ii) your violation of these Terms.
+
+V.	LIMITATION OF LIABILITY
+
+  A.	You acknowledge and agree that Commit-Boost shall, to the extent possible permitted by law, not have any liability in or be responsible for any damages, losses, costs, out of pocket costs or expenses (including attorneys’ fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind (including, without limitation, any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, or loss of, damage to or corruption of data), in each case arising under or related to claims of breach of contract, tort, including negligence, strict liability, negligent mistreatment, restitution, breach of statutory duty or any other cause of action whatsoever with respect to these Terms, the Features, or any other matter contemplated hereby.
+  B.	Notwithstanding anything to the contrary herein and without limiting the foregoing, User acknowledges and agrees, that Commit-Boost shall not be held liable for: any loss or theft of digital assets including, but not limited to private keys; transaction errors done by the User; late execution or settlement of any transaction whatsoever; the incorrect booking of transactions or the presence of an error in ordering the booking of transactions in a blockchain; any security breach or weakness, bug, of any kind for a digital asset; any security breach or weakness, bug, of any kind in the technology stacks used including but not limited to programming languages and open-source libraries; any configuration or installation errors by the User.
+  C.	Commit-Boost makes no warranties or representations, express or implied, about linked Third Party Services, assets available through them, or the suitability, privacy, or security of their products or services. User acknowledges sole responsibility for and assumes all risk arising from the use of Third Party Services, third-party websites, applications, or resources. Commit-Boost shall not be liable under any circumstances for damages arising out of or in any way related to software, products, services, and/or information offered or provided by third-parties and accessed through any of the Features.
+  D.	User agrees to indemnify and hold Commit-Boost harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of an (a) any application’s policy and its data protection/privacy practices, (b) information provider’s implementation of any policy and its data protection/privacy practices, and (c) operator’s validation of any transaction.
+
+VII. DISPUTE RESOLUTION
+
+  A.	By voluntarily accepting these Terms, User agrees to the fullest extent permitted by law to resolve any claims arising out of, relating to, or in connection with the Terms or the Features, including but not limited to use of the Features, through final and binding mediation and arbitration.
+  B.	The Parties hereby waive their respective rights to a jury trial in any future action or proceeding and agree that any dispute or claim arising to or in any way related to this Agreement may be settled by arbitration in Delaware. The Parties agree that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”) using a single arbitrator. The Parties agree that the arbitrator shall have the power to decide any motions brought by any Party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The Parties agree that the arbitrator shall issue a written decision on the merits. The Parties agree that the arbitrator shall administer and conduct any arbitration in a manner consistent with the JAMS Rules, and that the arbitrator shall apply substantive and procedural Delaware law to any dispute or claim, without reference to rules of conflict of law. To the extent that the JAMS Rules conflict with Delaware law, Delaware law shall take precedence. In the event the Parties agree that the total amount in controversy is not more than $75,000, subject to JAMS' Streamlined Arbitration Rules and Procedures, the Parties agree to conduct such arbitration proceeding telephonically or via Zoom. Within reasonable limitations and acknowledging each Party's desire to have limited discovery proceedings, the scope and duration of discovery will be within the sole discretion of the arbitrator. Subject to liability limitations stated here in this Agreement, the arbitrator may grant any remedy or relief available under applicable law, including, without limitation, injunctive relief and specific performance. The arbitrator’s decision or award shall be fully enforceable and subject to an entry of judgment by a court of competent jurisdiction. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the commission of an error of law or legal reasoning shall be grounds for vacating or correcting the award. Each Party shall pay the fees of their respective attorneys and any other expenses connected with the arbitration, but all other costs of this arbitration, including the fees of the arbitrator, cost of any record or transcript of the arbitration, administrative fees, and other fees and costs, shall be shared equally by the parties. The party losing the arbitration shall reimburse the party who prevailed for all expenses the prevailing party paid pursuant to the preceding sentence and for all reasonable attorneys’ fees (as determined by the Arbitrator) incurred by the prevailing party in connection with the arbitration proceeding. A demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter has arisen, and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations. The decision of arbitrators shall be rendered within sixty (60) days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.
+
+VIII. GOVERNING LAW AND FORUM CHOICE
+
+  A.	These Terms and any action related thereto will be governed by the laws of the state of Delaware without regard to its conflict of laws provisions. The exclusive jurisdiction for all disputes will be in Delaware, and you and Commit-Boost each waive any objection to such jurisdiction and venue.
+
+IX. NOTICES
+
+  A.	Commit-Boost may provide any notices to you under these Terms using commercially reasonable means, including public communication channels. Notice provided by using public communication channels will be effective upon posting. 
+
+X. ASSIGNMENT
+
+  A.	Commit-Boost may freely assign, transfer, or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law. 
+
+XI. SEVERABILITY
+
+  A.	Should any part or provision of these Terms be held in by invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of these Terms shall nonetheless remain valid. In this case, you and Commit-Boost shall endeavor to negotiate a substitute provision that best reflects the economic intentions of you and Commit-Boost without being enforceable, and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.
+
+XII. NO WAIVER
+
+  A.	No failure on the part of you or Commit-Boost to exercise any power, right, privilege or remedy under these Terms, and no delay on the part of you or Commit-Boost in exercising any power, right, privilege or remedy under these Terms, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Neither you nor Commit-Boost shall be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of you or Commit-Boost; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
+
+XIII. FORCE MAJEURE
+
+  A.	Commit-Boost shall not incur any liability or penalty for not performing any act or fulfilling any obligation hereunder by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any Governmental Authority, any act of God or war or terrorism, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Ethereum Network, or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack or on the Ethereum Network or any aspect thereof). It being understood that Commit-Boost shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Commit-Boost operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
+
+XIV. CONTACT INFORMATION
+  A.	If you have any questions or concerns please contact: [email protected]