Terms of Use

Effective date: November 4, 2024

Welcome to NDA.me (“the Platform”) which is provided by NDA Me Inc (the “Company”, “our”, “we” or “us”).

You are reading the terms of use (the “Terms”), which govern your relationship with us and serve as an agreement between you and us and set forth the terms and conditions by which you may access and use the Platform and our related websites, services, applications, products and content (collectively, the “Services”). Access to certain Services or features of the Services (such as, by way of example and not limitation, the ability to submit or share User Content (defined below)) may be subject to age restrictions and not available to all users of the Services. For purposes of these Terms, “you” and “your” means you as the user of the Services.

The Terms form a legally binding agreement between you and us. Please take the time to read them carefully. If you are under age 18, you may only use the Services with the consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you.

These Terms are important because they describe your rights and obligations when using the Services (defined below) offered by us or our affiliates. Please note that these Terms contain Indemnification, Governing Law, Dispute Resolution, Assumption of Risk and Disclaimer of Warranties and Limitation of Liability sections that affect your rights, including your ability to bring legal claims against us.

1. Using Our Services

Eligibility. You may not use the Services if you are below the age of consent or it is otherwise illegal in your jurisdiction for you to access, view and/or use the Services. If any of these conditions apply to you, please leave this Site immediately. If you do not leave this Site, then you will be deemed for all purposes to have represented that none of these conditions apply to you.

Account Registration. To use our Services, Users need to create a user account (“User Account”).  To create a User Account you must register for our Services using your name and a valid email address. When you create a User Account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete. You will also be prompted to create a username (handle) for your User Account.

Security of your User Account. If you create a User Account, you are entirely responsible for the security and confidentiality of that account, including your password to access that User Account. Furthermore, you are entirely responsible for any and all activities that occur under your User Account. You agree to immediately notify us of any unauthorized use of your User Account or any other breach of your User Account’s security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services.

User Account Communication. By creating a User Account, you agree to receive service related electronic communications from us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

Updates to Terms of Use. Your use of the Services is subject to your agreement to these Terms, which may be updated by us at any time with or without notice to you. The Effective Date of the most up to date Terms will be provided at the top of each version of these Terms, respectively. Any such updates will be effective upon our publishing such updated Terms. If you do not agree with these Terms, you may not use the Services.

Updates to the Services. We may update and change our Services from time to time, for example, to reflect changes to our products, our users' needs and our business priorities. We will try to give you reasonable notice of any major changes.

2.  Fees & Payments  

Services are free during the beta period but may be capped or modified at any time.

3. Risks Inherent to Blockchain Technologies

By accessing and using the Services, you represent that you understand the risks inherent to and associated with blockchain networks and cryptographic systems and warrant that you have the technical sophistication and working knowledge required to use, engage, or interact with blockchain networks, cryptographic systems, smart contracts, and digital assets (“Blockchain Technologies”).

By accessing and using the Services, you assume all risks associated with using Blockchain Technologies, including, but not limited to, the risk of hardware, software and internet connections failure or problems, and the risk of malicious software introduction. You accept and acknowledge that Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using any Blockchain Technologies for processing transactions, however caused. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, Company intends to update the protocol underlying Services to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using our Services, you acknowledge these inherent risks.

Additionally, you understand that the markets for cryptographic and digital assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that we are not responsible for any of these variables or risks, do not own or control any blockchain, and cannot be held liable for any resulting losses that you experience as a result of your use of Blockchain Technologies. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using Blockchain Technologies as part of your use of the Services.

4. Termination of Access to Services

Suspension, Termination, and Cancellation. We may, in our sole discretion, suspend, restrict, or terminate your access to any or all of the Services if: (i) we are so required by a facially valid subpoena, court order or binding order of any government authority; (ii) we reasonably suspect you of using the Services in connection with any Prohibited Uses (as defined below); (iii) your use of the Services is subject to any pending litigation, investigation, or government proceeding and/or we, in our sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) any of our service partners are unable to support your use thereof; (v) you take any action that we deem in our sole discretion as circumventing our controls, or abusing promotions which we may offer from time to time; or (vi) you breach these Terms.

We reserve the right, at any time and without prior notice, to remove or disable access to content, including User Content, or suspend or close your User Account at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to content may include finding the content objectionable, in violation of these Terms, or being otherwise harmful to the Services or our users. You acknowledge that Company’s decision to take certain actions, including limiting your access to the Services, may be based on confidential criteria that are essential to Company’s risk management and/or security protocols. You agree that Company is under no obligation to disclose the details of its risk management and/or security procedures to you.

5. User Conduct

Prohibited Uses. You may not use the Services to engage in the following categories of activity (“Prohibited Uses”). The Prohibited Uses listed below are representative, but not exhaustive, and Company reserves the right to update or amend such list in its sole discretion at any time, with or without notice to you. By using the Services, you agree that you will not undertake any of the following, as determined by Company in its sole discretion:

• Abusive Activity: Actions which: (i) conduct, facilitate, authorize, or permit any text or data mining or web scraping, (ii) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (iii) transmit or upload any material to the Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; (iv) attempt to gain unauthorized access to the Services, other Wallets not belonging to you, computer systems or networks connected to the Services, through password mining or any other means; (v) use the User Account of any third party, except if you are specifically authorized by a third party to access their User Account; (vi) transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Company; (vii) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services; (viii) interfere with or disrupt the safety, security, confidentiality, integrity, availability, or performance of our Services; (ix) directly, indirectly, or through automated or other means, access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit our Services in impermissible or unauthorized manners, or in ways that burden, impair, or harm us, our Services, systems, our users, or others.
• Unlawful Activity: Activity which would violate, or assist in the violation of, any law, statute, ordinance or regulation, sanctions programs administered in any of the countries where Company conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity. You may not access or use the Services if you are not fully able and legally competent to agree to these Terms or are authorized to use the Services by your parent or legal guardian.
• Abuse Other Users: Interfere with another individual’s access to or use of the Services; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity, and intellectual property) of Company or others; share any private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., National Insurance numbers, passport numbers) or credit card numbers on Company’s Services; harvest or otherwise collect information from the Services about others, including, without limitation, email addresses, without proper consent; share any material that is deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harm, hurt, scare, distress, embarrass or upset people; share any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality.
• Promotion of Violence: Statements of intent to commit violence. This includes (i) content where a symbol represents the target and/or includes a visual of an armament or method to represent violence; (ii) calls for violence including content where no target is specified but a symbol represents the target and/or includes a visual of an armament or method that represents violence; (iii) statements advocating for violence; aspirational or conditional statements to commit violence; (iv) statements admitting to committing violence (in written or verbal form, or visually depicted by a perpetrator) except when shared in a context or self-defense or when committed by law enforcement, military, or state security personnel.
• Spam: Post, share, engage with content or create User Accounts at very high frequencies; offer false or non-existence services or functionality; create accounts for our Services through unauthorized or automated means.
• Fraud: Activity which operates to defraud Company, any Company user(s) or any other person, or provide any false, inaccurate, or misleading information to Company or other users; impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Services; share any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide.
• Prohibited Commercial Use: Use the Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming; market, rent or lease the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation; distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof; any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation;
• Intellectual Property: Share any material which does or may infringe any copyright, trademark or other intellectual property or privacy rights of any other person. Company takes reasonable measures to expeditiously remove from our Services any infringing material that we become aware of. It is within Company’s discretion to disable or terminate the accounts of users of the Services who repeatedly infringe copyrights or intellectual property rights of others.

Users are prohibited from sharing any material through Company’s Services that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using the Services, or which may expose Company, the Services or its users to any harm or liability of any type.

6. Copyright and License to You

Information Ownership. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, Company’s logo and all designs, text, graphics, trademarks, pictures, information, data, software, sound files, and/or other files related thereto and/or associated therewith and the selection and arrangement thereof (collectively, “Content”) are and shall remain the sole and proprietary property of Company or our affiliates or licensors, if and as applicable.

Third Party Intellectual Property. Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by Company or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern the usage of such software components, as applicable.

Limited License. Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services, including to download the Platform on a permitted device, and to access the Content solely for your personal, non-commercial use through your use of the Services and solely in compliance with these Terms. Company reserves all rights not expressly granted herein in the Services and the Content. You acknowledge and agree that Company may terminate this license at any time for any reason or no reason.

Risks Regarding Content on Services. You acknowledge and agree that when you view content provided by others on the Services, you are doing so at your own risk. The content on our Services is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Services. We make no representations, warranties or guarantees, whether express or implied, that any Company Content (including User Content) is accurate, complete or up to date. Where our Services contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on the Services (including User Content).

User-Generated Content. Users of the Services may upload, post, transmit, or otherwise make available content through the Services including, without limitation, any text, photographs, user videos, sound recordings and the musical works embodied therein, including videos that incorporate sound recordings (“User Content”). Users of the Services may also extract all or any portion of User Content created by another user to produce additional User Content, including collaborative User Content with other users, that combine and intersperse User Content generated by more than one user. Users of the Services may also overlay music, graphics, gifs, or stickers onto this User Content and transmit this User Content through the Services. The information and materials in the User Content have not been verified or approved by us. The views expressed by other users on the Services (including through use of the virtual gifts) do not represent our views or values.

Whenever you access or use a feature that allows you to upload or transmit User Content through the Services or to make contact with other users of the Services, you must comply these Terms. You warrant that any such contribution complies with these Terms, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Intellectual Property Rights in User Content. You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Services, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other users of the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented. By uploading User Content to our Services, you grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.

For the avoidance of doubt, the rights granted by you to us include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.

User Content is Not Confidential. Any User Content will be considered non-confidential and non-proprietary. You must not post any User Content on or through the Services or transmit to us any User Content that you consider to be confidential or proprietary. When you submit User Content through the Services, you agree and represent that you own that User Content, or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services, to transmit it from the Services to other third party platforms, and/or adopt any third party content.

Sound Recordings. If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the Services unless you have all permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services

Waiver of Rights to User Content. By posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof.

We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights, or of their right to privacy.

We, or authorized third parties, reserve the right to cut, crop, edit or refuse to publish, your content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Services if, in our opinion, your post does not comply with the content standards set out in these Terms. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content (i) that we consider to violate these Terms, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you post to the Services on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content. We do not guarantee the accuracy, integrity, appropriateness or quality of any User Content, and under no circumstances will we be liable in any way for any User Content.

You control whether your User Content is made publicly available on the Services to all other users of the Services or only available to people you approve. To restrict access to your User Content, you should select the privacy setting available within our Services.

We accept no liability in respect of any content submitted by users and published by us or by authorized third parties.

Feedback: If you choose to contribute to Company by sending us or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to us, you agree that:

• Company has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
• Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
• You irrevocably grant us perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

7. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Company, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, Companys, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Company Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind, and nature whatsoever, whether known or unknown, that are caused by, arise out of, or are related to (a) your use or misuse of the Services, (b) your violation of these Terms, and/or (c) your violation of any right(s) of any third party. You agree to promptly notify Company of any Claim(s) and shall cooperate fully with the Company Parties in defending such claims. You further agree that the Company Parties shall have control of the defense or settlement of any third party claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND COMPANY.

8.  Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY COMPANY, THE SERVICES, CONTENT CONTAINED THEREIN, AND ANY DIGITAL ASSET(S) LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKES NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. COMPANY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES OR CONTENT CONTAINED THEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

YOU AGREE AND ACKNOWLEDGE THAT COMPANY HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS.  COMPANY MAKES NO OFFER OR INVITATION TO ACQUIRE, PURCHASE, TRANSFER, SELL, OR OTHERWISE DEAL IN TOKENS.  YOU WAIVE ANY AND ALL RIGHTS AND CLAIMS YOU MAY HAVE, WHETHER KNOWN OR UNKNOWN AGAINST COMPANY (AND ANY RELATED PARTIES) RELATED TO THE WALLET AND SERVICES PROVIDED HEREUNDER.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS, LOSS OF ACCESS TO ANY  DIGITAL WALLET, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY CONTENT ON THE SERVICES OR ANY OTHER WEBSITES AND MOBILE APPLICATIONS OR ANY ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, DIGITAL ASSETS OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICES EXCEED $100.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.

THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

9.  Dispute Resolution

This Section includes an arbitration agreement and an agreement that all claims will be brought only in arbitration an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.

Informal Dispute Resolution. You agree that in the event of any dispute between you and Company, you will first contact Company and make a good faith sustained effort for a minimum of thirty (30) days to resolve the dispute before resorting to more formal means of resolution, including without limitation, any arbitration or court action.

Arbitration. After the informal dispute resolution process is completed, any remaining controversy or claim arising out of or relating to these Terms or Company’s services, and/or products, including but not limited to the Services or any communications between you and Company or any other user of the Services, including any breach, termination or validity thereof, as well as all questions of arbitrability, shall be finally resolved by one arbitrator in arbitration, which shall be administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with its International Arbitration Rules (“ICDR Rules”). A copy of the ICDR Rules can be accessed at https://www.icdr.org/rules_forms_fees, or by calling the ICDR at +1 888.855.9575 or +1 212.484.4181.  The Parties shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the Arbitration, the appointment shall be made by the ICDR. This mandatory arbitration agreement does not require Company to arbitrate claims for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms, which Company may bring in arbitration or court at its sole election.

The place, or legal seat of arbitration, shall be the State of Delaware and the language of the arbitration shall be English.

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons unless both parties consent.  Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator as set forth below.

The arbitrator shall, subject to the limitation of liability set forth above, have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award.  Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of jura novit curia.  Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.  

The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.  No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law.  Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law.  Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by the law.

This Arbitration Agreement and its interpretation shall be governed by the internal laws of the State of Delaware and the Federal Arbitration Act, without regard to State of Delaware conflict of laws rules. You agree that you and Company are each waiving the right to a trial by jury or to participate in a class action.  This arbitration provision will survive any termination of these Terms.

YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH COMPANY MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.

10.  Miscellaneous

Governing Law and Venue. These Terms, your access to and use of the Services and Content, and your participation in the Services, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles of the State of Delaware, or any other jurisdiction that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts sitting in the State of Delaware. However, as a consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident and nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law.

Severability. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

Wavier. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations.  If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Assignability. These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Company's prior written consent.

Notices. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

11.  Contact us

If you have any questions or complaints about our Services or these Terms, please email us at hi@nda.me or write to us at 8 The Green, Ste B, Dover, DE 19801.