EULA.rtf

{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel0 \b \fs36 AVAIL END USER LICENCE AGREEMENT s\par}
{\pard \ql \f0 \sa180 \li0 \fi0 This End User Licence Agreement (\u8220"the EULA\u8221" or \u8220"the Agreement\u8221") is a legally binding agreement between you (\u8220"the Licensee\u8221"), an individual customer or entity, and Avail (\u8220"Avail\u8221" or \u8220"the Licensor\u8221"), the company, and the author of Avail Wallet (\u8220"the Software\u8221"), which may include associated media, printed materials, and online or electronic documentation. This Agreement is a legally binding contract that includes terms that limit your legal rights and Licensors\u8217' liability to you, and shall govern all access to and use of this Software. You hereby agree, without limitation or alteration, to all the terms and conditions contained herein.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 {\b BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, THE LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OUTLINED IN THIS EULA. HOWEVER, IF THE LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS OUTLINED IN THIS EULA, THE SAID LICENSEE MAY NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.}\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 1. GRANT OF LICENCE\par}
{\pard \ql \f0 \sa180 \li0 \fi0 1.1 Subject to the terms of this EULA, Avail hereby grants to the Licensee, a royalty-free, revocable, limited, non-exclusive licence during the term of this EULA to possess and to use a copy of the Software. The Software is being distributed by Avail. The Licensee is not allowed to make a charge for distributing this Software, either for profit or merely to recover media and distribution costs.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 2. DESCRIPTION OF RIGHTS AND RESTRICTIONS\par}
{\pard \ql \f0 \sa180 \li0 \fi0 2.1 {\b INSTALLATION AND USE.} The Licensee may install and use the Software on a shared computer or device, or concurrently on different computers and devices, solely for the Licensee\u8217's use within the Licensee\u8217's business or personal use.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 2.2 {\b REPRODUCTION AND DISTRIBUTION.} The Licensee may not duplicate or re-distribute copies of the Software, without the Licensor\u8217's express written permission.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 2.3 {\b RESTRICTIONS.} The Licensee may not:\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 \bullet \tx360\tab Use the Software for any purpose other than personal and non-commercial purposes;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 \bullet \tx360\tab Use the Software for any illegal or unlawful purpose;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 \bullet \tx360\tab Gather factual content or any other portion of the Software by any automated means, including but not limited to database scraping or screen scraping;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 \bullet \tx360\tab Reverse engineer, decompile, or disassemble Software, or have any third party to do so;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 \bullet \tx360\tab Sublicense, assign, sell, rent, lease, loan, convey, or transfer to any third party, in whole or in part, any of the rights granted to it therein, without limitation, any such rights granted in the Software, or the Software itself;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 \bullet \tx360\tab Adapt, modify, or otherwise change the Software, have any third party to do so; or\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 \bullet \tx360\tab Breach any of the provisions of Avail\u8217's Acceptable Use Policy.\sa180\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 3. OWNERSHIP AND RETENTION OF INTELLECTUAL PROPERTY\par}
{\pard \ql \f0 \sa180 \li0 \fi0 3.1 This Agreement is a licence to use, and not a contract of sale for, the Software. All title, ownership, and Intellectual Property Rights in and to the Software are retained by the Licensor. Except as expressly provided herein, no licence or right, express or implied, is granted to the Licensee by Avail for any intellectual property of Avail and its Licensors.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 3.2 The Licensee shall not use either the name of the Licensor, or the name of the Software licensed under this Agreement for any commercial purpose or in any advertising, promotional or public statement without the prior, written consent of the Licensor, which consent shall be at the Licensor\u8217's sole discretion.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 3.3 The Licensee shall not modify, remove, or delete any copyright notice of the Licensor contained in the Software, including any copy thereof.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 4. WARRANTIES AND DISCLAIMER\par}
{\pard \ql \f0 \sa180 \li0 \fi0 4.1 NEITHER THE LICENSOR, NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR SHAREHOLDERS MAKE ANY WARRANTY WHATSOEVER WITH RESPECT TO THE SOFTWARE. THE SOFTWARE IS PROVIDED ON A TALE QUALE BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF: (I) FITNESS FOR PARTICULAR PURPOSE OR EFFORT TO ACHIEVE PURPOSE; (II) QUALITY AND ACCURACY; (III) NON-INFRINGEMENT; (IV) TITLE; AND/OR (V) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS AT ALL TIMES WITH THE LICENSEE.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 4.2 IN NO EVENT SHALL THE LICENSOR, NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR SHAREHOLDERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTELLECTUAL PROPERTY INFRINGEMENT, PRICE DEPRECIATION, LEGAL OR REGULATORY ENFORCEMENT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 4.3 THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 4.4 The Licensor does not give any advice or recommendation regarding digital assets, including, but not limited to, the suitability and/or appropriateness of, and investment strategies for, the purchase of the digital assets for financial investment purposes. The Licensee is solely responsible for determining the nature, potential value, suitability, and appropriateness of the Licensee\u8217's involvement with the sales of the digital assets and any related use thereof for any purpose.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 4.5 The Licensee is solely responsible for determining the nature, potential value, suitability, and appropriateness of the risks related to digital assets for itself. The Licensee is involving itself in the sale, transfer, and use of digital assets as contemplated in this Agreement at its own risk; however, the Licensee also acknowledges that this brief statement does not disclose all of the risks associated with digital assets. The Licensor will not be responsible for any communication failures, disruptions, errors, distortions or delays the Licensee may experience when using digital assets and/or engaging in the sale or other use thereof, however caused.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 5. LIMITATION OF LIABILITY AND INDEMNIFICATION\par}
{\pard \ql \f0 \sa180 \li0 \fi0 5.1 The Licensee shall be solely responsible for, and shall indemnify, defend, and hold the Licensor free and harmless from all damages, liabilities, charges, and expenses (including reasonable legal fees) from all claims, lawsuits, or other proceedings arising out of or relating to:\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 i.\tx360\tab The Licensee\u8217' use of the Software in a manner not permitted by this Agreement, not permitted by the Licensor, or not in conformance with the Licensor written requirements;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 ii.\tx360\tab The acts or omissions of the Licensee, its employees, and agents and all persons or entities who have access through the Licensee to the Software; or\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 iii.\tx360\tab An infringement of any right resulting in any way from the use of the Licensed Software with other software or materials not licensed to the Licensee by or not approved by the Licensor.\sa180\par}
{\pard \ql \f0 \sa180 \li0 \fi0 5.2 The Licensor shall have no liability to the Licensee or any assignee, transferee, or sublicensee of Licensee for any claim of infringement that is based upon any combination of the Licensed Software with software not supplied by or authorised by the Licensor if such claim would have been avoided but for such combination; or any modifications to the Licensed Software approved by Licensor.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 5.3 The Licensee shall monitor the Software and ensure that it is used only in compliance with the terms of this Agreement. The Licensee shall be responsible and liable for any and all non-compliance with this Agreement by the Licensee or by any person or entity who obtains access to the Software through the Licensee.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 6. TERMINATION\par}
{\pard \ql \f0 \sa180 \li0 \fi0 6.1 The Licensor may terminate this Agreement and the licence granted to Licensee upon the occurrence of any of the following events:\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 i.\tx360\tab The Licensee fails to pay the Licensor any fee, charge, tax, or other reimbursement when due and the failure to pay is not cured within ten (10) days of the Licensee\u8217' receipt of the Licensor\u8217's written notice thereof;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 ii.\tx360\tab The Licensee transfers title to or possession of the Software without the Licensor\u8217's prior written consent;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 iii.\tx360\tab The Licensee breaches any material obligation of the Licensee under this Agreement and such breach is not cured within three (3) days of the Licensee\u8217' receipt of written notice thereof from the Licensor;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 iv.\tx360\tab The Licensor determines, at its sole discretion, that the Licensee\u8217's use of the Software results, or could reasonably be expected to result in a breach of this Agreement;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 v.\tx360\tab The Licensee commits any act or omits any material details related to the Software or this EULA resulting in fraud, material dishonesty, theft, embezzlement, conversion or misappropriation of funds or property (including any violation or any attempted violation of any securities laws); or\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 vi.\tx360\tab For any other reason at the Licensor\u8217's sole discretion.\sa180\par}
{\pard \ql \f0 \sa180 \li0 \fi0 6.2 Provided that the Licensee is not in default under this Agreement, the Agreement may be terminated by the Licensee by giving Licensor thirty (30) days prior written notice of termination. Any such termination by the Licensee shall be without refund of any License Fee, Service Fee, or any other amount paid or then due and payable to the Licensor.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 6.3 In the event of any termination of this Agreement:\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 i.\tx360\tab The Licensee shall cease all further use of the Software, or any portion thereof, in all forms and on all media and computer memory, and the Licensee shall immediately destroy all Copies of the Software, including backup and archival copies, and provide satisfactory evidence of such destruction to Licensor within ten (10) days following termination;\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 ii.\tx360\tab The Licensee shall pay all outstanding fees and amounts owed to the Licensor as of the date of termination; and\par}
{\pard \ql \f0 \sa0 \li360 \fi-360 iii.\tx360\tab Where such termination is the result of a breach or threatened breach of this Agreement by the Licensee, the Licensor may apply for any remedies available to it by law against the breach or threatened breach.\sa180\par}
{\pard \ql \f0 \sa180 \li0 \fi0 6.4 The Licensee acknowledges and agrees that the failure to perform its duties under this Agreement may cause the Licensor to suffer irreparable injury for which the Licensor may not have an adequate remedy available at law. Accordingly, the Licensor may seek to obtain injunctive or other equitable relief to prevent or curtail any breach of this Agreement, whether such breach is threatened or actual, without posting a bond or security, in addition to and without prejudice to such other rights and remedies, that may be available under this Agreement or under any applicable law.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 6.5 The Licensee acknowledges and agrees that any disclosure of the Software to a third party in violation of the terms of this Agreement constitutes a material, incurable breach of this Agreement and shall result in the automatic termination of this Agreement and the immediate termination of all licences granted to the Licensee by this Agreement. The Licensee further agrees that it shall be strictly liable for all damages to the Licensor that result from any disclosure of the Software to any third party.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 6.6 The rights and remedies of Licensor in this Clause 6 shall be cumulative and in addition to all other rights and remedies available at law and in equity.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 6.7 The provisions of this Agreement which by their sense and context should survive any termination or expiration of this Agreement, including without limitation Clauses 3, 4, 5, 6, 7, and 8 of this Agreement, shall survive termination of this Agreement and shall remain binding on the Parties.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 7. GOVERNING LAW AND JURISDICTION\par}
{\pard \ql \f0 \sa180 \li0 \fi0 7.1 The interpretation, validity and performance of this Agreement shall be governed in accordance with the Laws of Malta and the Courts of Malta shall have exclusive jurisdiction over this Agreement. The Licensee hereby consents to the exclusive personal jurisdiction of such courts, and waives any objection in any such action based on improper venue, inconvenient forum or similar grounds.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 7.2 The Parties agree that any and all disputes arising out of or in connection with this Agreement, the use of Avail\u8217's Software, or its services will be resolved exclusively by means of individual arbitration. The Parties agree that such disputes will be governed by the Malta Arbitration Act (Chapter 387 of the Laws of Malta), and shall be referred to the Malta Arbitration Centre and its arbitral tribunals. The Parties hereby waive their right to normal recourse to the Courts of Law. This Clause shall survive the termination of this Agreement.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 7.3 Notwithstanding the provisions of Clause 7.2, the Parties both retain the right to seek injunctive or other equitable relief from the Maltese Courts of Law in order to prevent or enjoin the infringement or misappropriation of either Party\u8217's respective IP rights.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 7.4 The Parties agree that any claims brought against each other will be brought in their own individual capacity, and not as a member of a class of claimants in any legal action. If this provision is found to be unenforceable, Clauses 7.2 and 7.3 shall also be null and void.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 8. SEVERABILITY AND WAIVER\par}
{\pard \ql \f0 \sa180 \li0 \fi0 8.1 With the exception of Clause 7.4, if any provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, and this Agreement shall be construed as if said invalid or unenforceable provision had not been contained herein.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 8.2 No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party, nor shall any such waiver, if made, constitute a waiver of any subsequent breach of the same or of any other provision of this Agreement. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 9. ENTIRE AGREEMENT, ACKNOWLEDGEMENT, AND AMENDMENT\par}
{\pard \ql \f0 \sa180 \li0 \fi0 9.1 This Agreement constitutes the entire agreement between the Licensor and the Licensee, and all other parties involved. It supersedes all prior agreements of the parties, whether written or oral, express or implied, statement, condition, representation, or warranty.\par}
{\pard \ql \f0 \sa180 \li0 \fi0 9.2 {\b BY CLICKING THE BUTTON INDICATING ACCEPTANCE AS STATED BELOW, OR BY INSTALLING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.}\par}
{\pard \ql \f0 \sa180 \li0 \fi0 9.3 NO AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS SIGNED BY A DULY AUTHORISED REPRESENTATIVE OF AVAIL.\par}