Kazm Terms of Service (07.18.24).docx

Last Updated: 07/18/24

Please read these Terms of Service (the “Agreement”) carefully. Your use of the Services (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and Junto Tech, Inc. d/b/a Kazm (“Company” or “we” or “us”) concerning and governing your use of (including any access to) our online properties (e.g., mobile applications, websites, the Kazm APIs (as defined below), analytics tools, and software) (collectively, “Services”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company through the Services, or otherwise made available to you by Company.

By using the Services, you affirm that you are of legal age to enter into this Agreement, or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.

If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Organization.

This Agreement contains a mandatory arbitration provision that, as further set forth in Section 20 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.

Your use of the Services. Kazm’s platform enables brands to manage their communities and those communities to engage with brands through loyalty and other programs. You can use the Services either as (a) a company that is a Kazm customer who uses Kazm’s visual interface; (b) a company that uses Kazm’s Application Programming Interface (API); or (c) an end-user who is a community member of a brand program or customer of Kazm’s customer. These Terms govern all of the above use cases.
Companies using the Services to provide end-user functionality. If you use Kazm’s services as described in Section 1 (a) or (b), a company that uses the visual interface or API, then you agree to to link to Kazm’s Terms of Services as well as its Privacy Policy and incorporate them into the terms of services that you provide to your end-users. All of your end-users must agree to Kazm’s Terms of Services and Privacy Policy.

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Kazm and any affiliated entities, and their respective successors and assigns, from and against any third party claim, suit or proceeding, and all associated liabilities, damages, judgments, awards, demands, losses, costs, expenses and fees (including attorneys’ fees) (“Claims”) that arise out of end-users use of your services.

Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all Services users.

Information Submitted Through the Services. Your submission of information through the Services is governed by Company’s Privacy Policy, located at https://docs.google.com/document/u/1/d/e/2PACX-1vTNaLPFB--2wAdUzIaVCd-b7zQSMuXLxTJLulZYpiAGNyNE1t3RcI-U1OT8Qp_XDQ/pub (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed.
Jurisdictional Issues. The Services are controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Services’ availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
No Recommendations or Investment Advice. Any content provided through the Services (including any market data or other financial information available through the Services) is made available for informational and educational purposes only, and is not intended to be a recommendation of any specific investment or investment strategy. Past performance data should not be construed as indicative of future results. Company does not make investment recommendations or offer investment advice of any kind, and does not evaluate whether any specific investment or investment strategy is suitable for you or in your best interest. No content and information about products or services on these Services shall constitute an offer or solicitation to sell, to subscribe to, or provide any recommendation of any securities or any products or services provided by Company. We have not solicited your use of these Services, or any request for information you have made as a result of using these Services; and no content available through these Services shall be regarded as investment, financial, tax or professional advice. You are responsible for any investment decisions that you may make. You should consult your own professional adviser before making any investment or financial decision, or purchasing any investment product or subscribing to any service.
Rules of Conduct. In connection with the Services, you must not:

Post, transmit or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or supportive of or promoting violence or violent extremism, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
Post, transmit or otherwise make available through or in connection with the Services any virus, worm, trap door, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
Use the Services for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that is fraudulent or otherwise tortious or unlawful, including using the Services in any way that would constitute a violation of any applicable federal, state or local laws, such as the Equal Credit Opportunity Act and other fair lending laws, Federal Trade Commission Act, federal or state consumer privacy laws, state licensing laws, or state unfair and deceptive trade practices statutes, or in any manner that could give rise to any civil or criminal liability. In particular, any use or display of any data, text, articles, design, source code, software, photos, images, and other content or information made available through the Services must be in full compliance of any applicable federal, state or local laws.
Use the Services for online gambling or practices inconsistent with the generally accepted practices of the Internet community, including promoting or facilitating pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, spamming, make-money-fast schemes, Ponzi and pyramid schemes, phishing, or pharming.
Harvest or collect information about users of the Services.
Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services; or violate any requirement, procedure or policy of such servers or networks.
Restrict or inhibit any other person from using the Services.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without Company’s express prior written consent.
Reverse engineer, decompile or disassemble any portion of the Services, except where such restriction is expressly prohibited by applicable law.
Remove any copyright, trademark or other proprietary rights notice from the Services.
Frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service, without Company’s express prior written consent.
Systematically download and store Services’ content.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services’ content, or reproduce or circumvent the navigational structure or presentation of the Services, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Services’ root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Services for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services.

Listings. The Services may make available listings, descriptions and images of goods or services or related coupons or discounts (collectively, “Listings”), as well as references and links to Listings. Such Listings may be made available by Company or by third parties, and may be made available for any purpose, including general information purposes. The availability through the Services of any listing, description or image of a Listing does not imply our endorsement of such Listing or affiliation with the provider of such Listing. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Listing (including the validity of any coupon or discount) are subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding any purchase, possession or use of any Listing.
Premium Services.

Premium Services; Cancellation. We may make available the ability for you to purchase or otherwise obtain from us certain services, including marketing and consulting services, or other products through the Services (collectively, “Premium Services”). Company reserves the right, including without prior notice, to (a) limit the available quantity of or discontinue making available any Premium Service; (b) impose conditions on the honoring of any coupon, discount or similar promotion; (c) bar any user from making any transaction; and (d) refuse to provide any user with any Premium Service. Company reserves the right, in its discretion, to exclude any individual, including you, from any Premium Service or to terminate participation in any Premium Service, for any reason, including abuse of the Premium Services, failure to comply with this Agreement, or fraud, misrepresentation or other conduct detrimental to the interests of Company. Any such exclusion or termination may affect eligibility for further participation in any Premium Service.
Cooperation. You acknowledge that your timely provision of (and Company’s access to) your facilities, equipment, assistance, cooperation, and complete and accurate information and data from you, including any relevant officers, agents and employees (“Cooperation”) is essential to the performance of the Premium Services, and the Company shall not be liable for any deficiency in performing the Premium Services if such deficiency results from your failure to provide full Cooperation as required hereunder. Cooperation includes, but is not limited to, designating a point of contact to interface with Company during the course of the Premium Services, and allocating and engaging additional resources as may be required to assist the Company in performing the Premium Services. By obtaining Premium Services, you represent that the applicable Premium Service will be used only in a lawful manner and that you will ascertain and obey all applicable local, state, federal for foreign laws (including minimum age requirements) regarding the purchase, possession and use of any Premium Service.
Publicity. We may identify you as a Premium Service customer in marketing, promotional and other materials, and may place your name and logo on our Services or other of our materials. Additionally, we may reasonably request (your consent not to be unreasonably withheld) that you participate in other publicity activities, including providing a quote for a press release, acting as a reference for other prospective clients and providing materials in connection with case studies. You hereby grant to us and any applicable designees a non-exclusive, fully paid-up, worldwide, sublicensable (through multiple tiers) license to use and display your trade names, trademarks, and service marks (including logos) in connection with the foregoing. All such use shall be in accordance with good trademark usage practices and any written trademark guidelines that you make available to us from time to time, and all goodwill arising from such use shall inure solely to your benefit.
Payment; Refunds. Any fees for any Premium Service are as set forth by the Company, and Company reserves the right to change such fees from time to time. Company reserves the right to require payment in advance for any Premium Service. If you wish to pay for a Premium Service, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any payment method (including a credit card) that you submit in connection with a Premium Service. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating transactions for Premium Services. Verification of information may be required prior to the acknowledgment or completion of any transaction for Premium Services. You agree to pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Premium Services. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. Refunds and exchanges will be subject to Company’s applicable refund and exchange policies.

Registration; User Names and Passwords. You may need to register to use all or part of the Services. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Company, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Services account.
Profiles and Forums. You and other users may make available certain materials (each, a “Submission”) through or in connection with the Services, including on profile pages or on the Services’ interactive services, such as message boards and other forums, and chatting, commenting and other messaging functionality. Company has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. If you choose to make any of your personally identifiable or other information publicly available through the Services, you do so at your own risk.
License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Services or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Services, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Services, or analyze your access to or use of the Services. We may disclose information regarding your access to and use of the Services, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
Your Limited Rights. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to use the Services (other than the Kazm APIs, which license is set forth in Section 27) to the extent permitted by the features of the Services. Company may, in its sole discretion, with or without cause, modify, enhance, suspend, terminate or discontinue this license, or restrict your access to all or any part of the Services at any time without prior notice or liability to you or anyone else. Company reserves all rights not expressly granted herein in the Services and the Submissions. Company may terminate this license at any time, for any reason, or no reason.
Company’s Proprietary Rights. We and our suppliers and licensors own the Services, which are protected by proprietary rights and laws. Our trade names, trademarks and service marks include KAZM and any associated logos. All trade names, trademarks, service marks and logos on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos, including any metatags or other “hidden text” utilizing any such trade names, trademarks, service marks or logos, in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner. Any unauthorized use of such materials may violate laws and regulations governing intellectual property.
Third Party Materials; Links. Certain Services functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

You may also choose to connect to the Services using your credentials from a third-party service such as a wallet or social media channel (which may include, e.g., Infinity Wallet, Twitter, etc.) (each, a “Third Party Channel”), which may allow the Company to use certain information contained within your Third Party Channel profile to help you create an account. You understand and agree that any Third Party Channel’s collection and use of information is subject to any additional terms, conditions and policies applicable to the Third Party Channel (such as terms of service, privacy policies, and settings on such Third Party Channel).

Promotions. Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy.

If you are a company or individual using Kazm’s Services to provide services to end-users, you agree that for any promotions you facilitate through the Services, you will provide promotion Rules that satisfy all relevant obligations of applicable regulatory and legal regimes where you provide your promotion. You also agree that you will require your end-users to assent to the Rules that you provide through a click-wrap agreement. Further, you agree to indemnify Kazm for any claims arising out of your promotion consistent with Section 2 of this Agreement.

Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the Services (including any Premium Service) and any Listings and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) Company disclaims all warranties with respect to the Services and any Listings and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.

While we try to maintain the timeliness, integrity and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, useful, adequate, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Your use of the Services is, and any material downloaded or otherwise obtained through the Services is acquired, at your own discretion and risk and you will be solely responsible for any damage to your own computer system or loss of data that results from the download of any such material. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at support@kazm.com with a description of such alteration and its location on the Services.

No advice or information, whether written or oral, obtained by you from Company and the Affiliated Entities shall create any warranty not expressly in this Agreement.

Limitation of Liability. To the fullest extent permitted under applicable law: (a) Company will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, corrupted wallet files, incorrectly constructed transactions or mistyped Ethereum addresses, business interruption, loss of goodwill or other intangibles, or loss of security of Submissions (including unauthorized access, interception, or alteration by third parties of any Submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Company will not be liable for damages of any kind resulting from your use of or inability to use the Services or from any listings or Third Party Materials, including from any failure of performance, error, omission, interruption, defect, delay in operation or transmission, Virus or line or system failure that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Services or any Listings or Third Party Materials is to stop using the Services; and (d) the maximum aggregate liability of Company for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of the total amount, if any, paid by you to Company solely for the right to use the Services, or ten U.S. Dollars ($10.00). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and the Affiliated Entities, and their respective successors and assigns.
Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against any and all claims, liabilities, damages, judgments, awards, demands, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services and all Submissions; (b) any violation or alleged violation of this Agreement by you; and (c) your Applications (as defined below), including any end user’s use thereof. You further agree that you will cooperate fully in the defense of any such claims. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of the relevant parties from Company.
Termination. This Agreement is effective until terminated. Company may terminate or suspend your use and access of the Services at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2–6, 8–11 and 13–27 (other than 27.3) shall survive any expiration or termination of this Agreement.
Governing Law; Arbitration. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree that the arbitration will be held in New York, New York. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and Company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Company and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.

You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action. No arbitration proceeding between the parties may be consolidated with any other arbitration proceeding involving Company and any other person or entity. You and Company must file and prosecute arbitration proceedings separately and individually in the name of Company and your name, and not in any representative capacity.

The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Company does not endorse any of the products or services listed on such site.
Information or Complaints. If you have a question or complaint regarding the Services, please send an e-mail to support@kazm.com. You may also contact us by writing to 344 Grove St #4067, Jersey City, NJ 07302, or by calling us at 708-567-2522. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to Company a written notice by mail or e-mail, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices must be sent in writing to Natalie Docherty as follows: By mail to Kazm 344 Grove St #4067, Jersey City, NJ 07302; or by e-mail to natalie@kazm.com. Natalie Docherty’s phone number is 708-567-2522.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, under the control of, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users, including the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders.
Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Third Party Terms. The following terms and conditions apply with respect to certain Third Party Materials, to the extent set forth below:

PostHog APIs. Our Services may incorporate certain components from PostHog Inc. Solely with respect to such components, the following terms and conditions apply:

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Discord APIs. Our Services may incorporate certain components from Discord Inc. and its subsidiaries. Solely with respect to such components, you must comply with all applicable law, regulation, and the Discord Terms of Service, as updated from time to time, located at https://discord.com/terms.
Google APIs. Our Services may incorporate certain components from Google LLC. Solely with respect to such components, the following terms and conditions apply:

You agree to comply with the Google APIs Terms of Service, as updated from time to time, located at https://developers.google.com/terms.

Unless expressly permitted by the content owner or by applicable law, you must not, or enable others acting on your behalf to, do the following with content returned from such APIs:

Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
Misrepresent the source or ownership; or
Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

Metamask. Our Services may incorporate certain components or include certain integrations from ConsenSys Software Inc. (“ConsenSys”). Solely with respect to such components or integrations, the following terms and conditions apply:

Except as expressly authorized, you will not, or will not attempt to:

Modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any software (including machine images), data, text, audio, video or images and any documentation ConsenSys offers for the Services (such software, “ConsenSys Content”) included in the Services (except to the extent ConsenSys Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works);
Reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable law doesn’t allow this restriction);
Access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;
Use scraping techniques to mine or otherwise scrape data except as permitted by a ConsenSys plan; or
Resell or sublicense the Services, unless otherwise agreed in writing.

WalletConnect. Our Services may incorporate certain components or include certain integrations from WalletConnect Inc (“WalletConnect”) Solely with respect to such components or integrations, the following terms and conditions apply:

Except as expressly authorized, you will not, or will not attempt to:

Modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software contained on these Services;
Remove any copyright or other proprietary notations from any materials and software on this website;
Transfer the materials to another person or “mirror” the materials on any other server;
Knowingly or negligently use this website or any of its associated services in a way that abuses or disrupts our networks or any other service WalletConnect provides;
Use the Services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;
Use the Services or its associated services in violation of any applicable laws or regulations;
Use the Services in conjunction with sending unauthorized advertising or spam;
Harvest, collect, or gather user data without another user’s consent; or
Use the Services or its associated services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.

Additional API Terms. Without limiting and in addition to the terms and conditions set forth above, the following terms and conditions apply with respect to any Service that is or includes the Kazm APIs:

Definitions.

“Kazm APIs” means (a) any form of machine accessible application programming interface that Company makes available which provides access to other Services, including associated tools, elements, components, and executables therein, and any updates, bug fixes, patches, or other error corrections thereto; (b) any Company sample code that enables interactions with a Service, and (c) documentation, data, materials, and information relating to or embodied in any of the foregoing.

“Application” means any software application, website, tool, product or service that you create or offer to your end users.

Ownership of APIs and Applications. As between you and Company, (a) Company owns all right, title, and interest, including all intellectual property rights, in and to the Kazm APIs and other Services and (b) you own all right, title, and interest, including intellectual property rights, in and to your Applications, excluding the aforementioned rights in Section 27.2(a). You will use commercially reasonable efforts to safeguard the Kazm APIs from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify Company if you become aware of any infringement of any intellectual property rights in the Kazm APIs and will fully cooperate with Company, in any legal action taken by Company to enforce our intellectual property rights. You hereby grant Company all necessary rights to access and track all data and information created, received, processed, or provided by Company in performing the Services or that results from performance of the Services for you.
API License. Subject to your compliance with this Agreement, Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Kazm APIs to (a) develop, test, and support your Application, and allow your end users to use your integration of the Kazm APIs within your Application; and/or (b) share end user data and information with Company for Company to provide other Services for you under this Agreement. All end user data and information shared by you to Company through the access or use of the Kazm APIs are deemed Submissions. You may use the Kazm APIs only as expressly permitted in this Agreement. Company reserves the right to suspend or terminate your use of the Kazm APIs at any time and for any reason.
API Use Restrictions. You may not:

Use the Kazm APIs in a way that could impair, harm or damage Company, the Kazm APIs, any other Service, or anyone’s use of the Kazm APIs or any other Service;
Combine or integrate the Kazm APIs with any software, technology, products, services, or materials not authorized by Company;
Design or permit your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
Scrape, build databases or otherwise create copies of any data accessed or obtained using the Kazm APIs, except as necessary to enable an intended usage scenario for your Application;
Request from the Kazm APIs more than the minimum amount of data, or more than the minimum permissions to the types of data, that your Application needs for end users to use the intended functionality of your Application;
Use an unreasonable amount of bandwidth, or adversely impact the stability of the Kazm APIs or the behavior of other applications using the Kazm APIs;
Attempt to circumvent the limitations Company sets on your use of the Kazm APIs. Company may set and enforce limits on your use of the Kazm APIs (e.g., limiting the number of API requests that you may make or the number of users you may serve), in its sole discretion;
Use the Kazm APIs, or any data obtained using the Kazm APIs, to conduct performance testing of a Service or to replicate or attempt to replace the user experience of a Service, unless expressly permitted by Company in writing;
Attempt to cloak or conceal Company’s identity or the identity of the Applications when requesting authorization to use the Kazm APIs;
Use the Kazm APIs, or any data obtained using the Kazm APIs, to identify, exploit or publicly disclose any potential security vulnerabilities;
Request, use or make available any data obtained using the Kazm APIs outside any permissions expressly granted by end users in connection with using your Application;
Use or transfer any data accessed or obtained using the Kazm APIs, including any data aggregated, anonymized or derived from that data (collectively, the “Kazm APIs Data”) for advertising or marketing purposes;
Redistribute or resell, or sublicense access to, the Kazm APIs, any data obtained using the Kazm APIs, or any other Service accessed through the Kazm APIs; or
Use the Kazm APIs in a way that could create, in Company’s sole discretion and judgment, an unreasonable risk to end users from a security or privacy perspective.

§27.5 Reservation of Rights. Company reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses granted under this Agreement, nothing in this Agreement grants to you or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the Kazm APIs.

§27.6 Your Applications. You agree to monitor the use of your Applications for any activity that violates applicable laws or regulations or any terms and conditions of this Agreement. As between you and Company, you are responsible for all acts and omissions of end users in connection with your Application and their use of the Kazm APIs. In addition, you are solely responsible for posting any privacy notices and obtaining any consents from end users required under applicable laws and regulations for their use of your Applications. You also agree to ensure that any end-users of applications you develop with Kazm’s API agree to Kazm’s Terms of Services and Privacy Policy through a click-wrap agreement, and that the Terms of Services and Privacy Policy are incorporated into your own online terms. The indemnification obligations outlined in Section 2 above apply to any claims arising out of a failure to comply with this provision.

§27.7 End User Privacy. You will comply with (a) all applicable privacy laws and regulations including those applying to personal data and (b) Company’s Privacy Policy pursuant to Section 2. In order for both you and Company to achieve adequate legal disclosures under applicable laws and associated regulatory guidance and industry best practice in relation to the intended use by either you or Company of information collected, stored, and handled pursuant to this Agreement, you will: (i) make appropriate disclosures on Company’s behalf using your privacy policy or via specific statements on your websites, products, or services, as the case may be; and (ii) obtain end users’ consent to the use of the Kazm APIs. You will maintain and make available on each of your applicable website, product, or service, a privacy policy that includes any and all disclosures and election procedures that may be required under applicable laws and regulatory guidance based on your own products and services and data handling practices, as well as the Services contemplated by this Agreement and provided by Company from time to time. Throughout the term of this Agreement, you and Company will cooperate in respect of any other best practice or legally required privacy or metrics and analytics related disclosures which may now or in the future be required on your websites, products, or services in relation to the Services and your use or deployment of the Services.

§27.8 No Support; Updates. This Agreement does not entitle you to any support for the Kazm APIs. You acknowledge that Company may update or modify the Kazm APIs from time to time and at our sole discretion, and may require you to obtain and use the most recent version of the Kazm APIs. Updates may adversely affect how your Applications communicate with the Services. You are required to make any changes to your Applications that are required for integration as a result of such updates at your sole cost and expense. Your continued use of the Kazm APIs following an update constitutes binding acceptance of such update.