Last Updated: May 3.2018
CryptoHorse is a distributed application that runs on the Ethereum network, using specially-developed smart contracts (each, a “Smart Contract”) to enable users to own, transfer, and breed genetically unique digital horses or digital
1. Our CryptoHorse's
A. We have utilized Smart Contracts to develop our initial generation of CryptoHorse's (“Gen-Zero horses ”). We will release a certain number of Gen-Zero horse's “on to the marketplace” (and make them available for purchase) on the day we first launch the dApp. We will then release an additional Gen-Zero Horse and will make each newly-released Gen-Zero horse available for purchase via a marketplace.
Our Smart Contracts enforce a hard limit of 20,000 Gen-Zero horses.
B. As users breed their CryptoHorse's, new and unforeseen generations of CryptoHorse will come into existence! Using the proprietary genetic combination algorithm that we have designed as part of the dApp, each newly-bred CryptoHorse will have some of the genetic traits of its parents. At the same time, other, genetic traits may be expressed. Unique and surprising traits may be expressed when CryptoHorse's are bred in the right combinations. The Smart Contracts have total CryptoHorse control over the pseudo-random elements of our breeding process, which means that we cannot manipulate or influence them.
C. How you breed your CryptoHorse is entirely up to you. You can breed your own CryptoHorse with one another. Our CryptoHorse have fixed gender, which means that in any particular breeding transaction, the CryptoHorse's owners can choose a stallion, the mare. When the new horse is born, it will be shown in the stable / your wallet. The breeding of two CryptoHorse's will produce another horse 4times
2. Our CryptoJockeys
A. We have utilized Smart Contracts to develop our CryptoJockeys (“Jockeys ”). We will release a certain number of Jockeys “on to the jockey club” (and make them available for purchase) on the day we first launch the dApp. We will then release an additional Jockeys and will make each newly-released Jockey available for purchase via a marketplace.
Our Smart Contracts enforce a hard limit of 20,000 jockeys.
B. Jockeys are not breedable.
3. Crypto Horse Shoe
A. We have utilized Smart Contracts to develop our CryptoHorseShoes (“HorseShoes ”). We will release a certain number of Horseshoes “in the HorseShoe Market” (and make them available for purchase) on the day we first launch the dApp. We will then release an additional HorseShoes and will make each newly-released HorseShoes available for purchase via a marketplace.
B. Horseshoes are later availabe for melting.
C .Horshoes are needed for the later horse races.
D. Horshoeshops can be purchased. The owner of a horseshoe shop gets a sales commission from all horseshoes sold.
E. Horshoeshops can be purchased in a Dutch auction. Dutch auction means that the price is getting cheaper and cheaper until someone buys. The Dutch auction takes place only at the first sale of the shop. The owner of a horseshoe shop gets a sales commission from all horseshoes sold. This is at 50% of the sales commission.
4. The App
A. To most easily use the dApp, you must first install the Google Chrome or Mozilla Firefox web browser. Once you have installed Chrome, you will need to install a browser extension called
B. Transactions that take place on the App are managed and confirmed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the dApp.
C. We neither own nor control MetaMask, Coinbase, Google Chrome, the Ethereum network, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
D. You must provide accurate and complete registration information when you create an account for the dApp. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information. You are responsible for the security of your account and your MetaMask wallet (and other Ethereum wallets and accounts). If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately info@CryptoHorse.ch
5. Fees and Payment
A. If you elect to purchase, trade, or breed CryptoHorse's or CryptoJockeys or CryptoHorseShoe’s on the dApp, or with or from other users via the dApp, any financial transactions that you engage in will be conducted solely through the Ethereum network via MetaMask. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, 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 dApp, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network or MetaMask.
B. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs via the dApp.
C. In addition to the Gas Fee, each time you utilize a Smart Contract to conduct a transaction with another user via the dApp, you authorize us to collect a commission of 5% of the total value of that transaction (each, a “Commission”) and a fee "Breeding fee" . The Breeding fee can be changed several times a day and is approximately between 0.002 and 0.04 ETH This measure is to avoid inflation or deflation of the market and you will see the current fee in the FAQ. You acknowledge and agree that the Commission will be transferred directly to us through the Ethereum network as part of your payment.
D. As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the dApp (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, or breeding of any of your CryptoHorse's or Jockeys or CryptoHorseShoe’s ). Except for income taxes levied on CryptoHorse and Cryptojockey and CryptoHorseShoe’s , you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu there of based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
6. Ownership; Restrictions
A. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title, and interest in and to all elements of the dApp, and all intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with the CryptoHorse or Crypto Jockey), design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the dApp (collectively, the “Crypto Horse” & "Crypto Jockey") are owned by CryptoHorse, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All CryptoHorse's and Jockeys and UI Design are the copyrighted property of CryptoHorse or its licensors, and all trademarks, service marks, and trade names contained in the CryptoHorse's are proprietary to CryptoHorse or its licensors. Except as expressly set forth herein, your use of the dApp does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the dApp. We reserve all rights in and to the CryptoHorse not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that your “purchase” of a CryptoHorse or a Cryptojockey, whether via the dApp or otherwise, does not give you any rights or licenses in or to the CryptoHorse or Crypto Jockey (including, without limitation, our copyright in and to the art and drawings associated with that CrytpoHorse, CryptoJockey) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the CryptoHorse's (including, without limitation, our copyright in and to the art and drawings associated with that CrytpoHorse or Cryptojockey) in any way without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion.
B. You may choose to submit comments, bug reports, ideas or other feedback about the dApp, including without limitation about how to improve the dApp (collectively, “Feedback”).By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis or otherwise).You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
C. You agree that you are responsible for your own conduct while accessing or using the dApp, and for any consequences thereof. You agree to use the dApp only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the dApp any content that infringes the intellectual proprietary rights of any party; (v) use the dApp to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users’ enjoyment of the dApp; (viii) exploit the dApp for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the dApp; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the dApp or any part of it; (xi) reformat or frame any portion of the dApp; (xii) display any content on the dApp that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the dApp or the content posted on the dApp, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the App for the purpose of creating a product or service that is competitive with any of our products or services.
You may terminate these Terms at any time by canceling your account on the dApp and discontinuing your access to and use of the dApp.You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the dApp. You agree that any suspension or termination of your access to the dApp may be without prior notice and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the dApp due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the dApp or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 2.C and 3 through 16 will survive the termination or expiration of these Terms for any reason.
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I)YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS, (II)YOUR ACCESS TO OR USE OF THE dAPP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III)USAGE DATA PROVIDED THROUGH THE dAPP WILL BE ACCURATE, (III) THE dAPP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE dAPP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
B. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
C. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, ETHEREUM NETWORK, OR THE METAMASK ELECTRONIC WALLET.
D. CryptoHorse ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE
E. CryptoHorse IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE
9. Limitation of Liability
A. YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE
C. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE
D. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
10. Assumption of Risk
You accept and acknowledge each of the following:
A. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your CryptoHorse's or CryptoJockeys, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of CryptoHorse or CryptoJockeys will not lose money.
B. You are solely responsible for determining what, if any, taxes apply to your CryptoHorse-or-CryptoJockeys-related transactions. CryptoHorse is not responsible for determining the taxes that apply to your transactions on the dApp, the Site, or the Smart Contracts.
C. The dApp does not store, send, or receive CryptoHorse's. This is because CryptoHorse or CryptoJockeys exists only by virtue of the ownership record maintained on the App’s supporting blockchain in the Ethereum network. Any transfer of CryptoHorse's occurs within the supporting blockchain in the Ethereum network, and not on the dApp.
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 CryptoHorse or CryptoJockeys will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network,
E. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the CryptoHorse ecosystem, and therefore the potential utility or value of CryptoHorse.
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 CryptoHorse ecosystem, and therefore the potential utility or value of CryptoHorse.
G. Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC - 721standard, including the CryptoHorse ecosystem.
You agree to hold harmless and indemnify CryptoHorse and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees arising out of or in any way related to (i)your breach of these Terms, (ii) your misuse of the dApp, or (iii)your violation of applicable laws, rules or regulations in connection with your access to or use of the dApp. You agree that CryptoHorse will have control of the defense or settlement of any such claims.
12. External Sites
The App may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
13. Changes to the Terms
The App may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users.We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
14. Changes to the dApp
We may make changes to the Terms from time to time.When we make changes, we will make the updated Terms available on the dApp and update the “Last Updated” date at the beginning of these Terms accordingly.Please check these Terms periodically for changes.Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the dApp after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the dApp.
You affirm that you are over the age of 14, as the App is not intended for children under 14.IF YOU ARE 14 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 14, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
15. Dispute Resolution; Arbitration
Please read this Section 15 carefully. It requires you to arbitrate disputes with CryptoHorse and limits the manner in which you can seek relief from us.
All disputes arising out of or in connection with these Terms, including without limitation your access or use of the App, the Site, or the Smart Contracts, or to any products sold or distributed through the App, the Site, or the Smart Contracts, will be referred to and finally resolved by arbitration under the rules of the European Union-International Commercial Arbitration Centre. The appointing authority will be the European Union-International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the European Union in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, European Union to Horses will pay them for you. The place of arbitration will be European Union. You may choose to have the arbitration conducted by telephone, based on written submissions. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, CryptoHorse may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by CryptoHorse through injunctive relief and other equitable remedies without proof of monetary damages.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE APP, THE SITE, THE SMART CONTRACTS, OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE APP, THE SITE, OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
These Terms constitute the entire legal agreement between you and CryptoHorse , govern your access to and use of the App, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the App, whether oral or written. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. These Terms will be governed by and construed in accordance with the laws of the European Union, excluding its conflicts of law rules and principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or provincial courts located in European Union, and the parties irrevocably consent to the personal jurisdiction and venue there. We will not be liable for any failure or delayed performance of our obligations that result from any condition beyond our reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties. You agree that we may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the App.By providing us with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.