Updated: April 17, 2023
Welcome to Kyzen! Welcome to Kyzen! Project Kyzen gives birth to a new form of entertainment - Borderless Entertainment. It's a story that lives and grows with the player, in a world that transcends your online and real-world life. The blockchain makes personalized experiences possible, and your digital items serve as the key to unlock the mysteries of Kyzen.Please read these Terms of Service (“Terms”) carefully, as they constitute a legally binding agreement between you (“you”, “your”, or “User”) and Non Fungible Theory LLC (“Non Fungible”, “we”, “us” or “our”). These Terms, together with the End User Licensing Agreement, the Privacy Policy and all policies posted on our website(s) and other digital properties and incorporated by reference herein, set out the terms on which Non Fungible offers you access to and use of (a) the website located at projectkyzen.io and all relevant sub-pages associated with the foregoing URL (the “Site”) and (b) any other applications (e.g., mobile apps, web applications, etc.), add-ons, tools, services and offerings provided by us that make reference to these Terms, including without limitation, smart contracts, blockchain technology and certain non-fungible tokens (“NFTs”), (collectively, the “Kyzen Metaverse”). These terms apply wherever and however you access the Kyzen Metaverse, including the Site and mobile apps, but also any other media form, media channel, digital property or mobile website related, linked or otherwise connected to the Kyzen Metaverse, which is controlled by Non Fungible. These terms also apply whenever you access or use the Kyzen Metaverse and its related applications, services, software and NFTs (collectively, the Services).
You agree that by accessing the Kyzen Metaverse and using the Services, you have read, understood and agreed to be bound by all of these Terms. Please note that Section 16 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.
BY USING OR ACCESSING THE KYZEN METAVERSE IN ANY MANNER, YOU AFFIRM, REPRESENT AND WARRANT THAT NOT ONLY HAVE YOU READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS (INCLUDING ANY ADDITIONAL TERMS, POLICIES AND AGREEMENTS SPECIFIED AND/OR REFERENCED BELOW OR OTHERWISE INCORPORATED INTO THESE TERMS), BUT ALSO THAT (A) YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS AND MEET ALL OF THE ELIGIBILITY AND OTHER REQUIREMENTS DESCRIBED HEREIN AND (B) THAT YOUR ACCESS AND USE OF THE KYZEN METAVERSE IS PERMITTED BY, AND SHALL NOT VIOLATE, ANY APPLICABLE LAWS, INCLUDING THOSE IN YOUR JURISDICTION. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE PROHIBITED FROM VISITING, ACCESSING, USING, OR TRANSACTING ON THE KYZEN METAVERSE.IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS, YOU MUST NOT ACCESS OR USE THE KYZEN METAVERSE IN ANY MANNER. Our Privacy Policy, our End User Licensing Agreement, Acceptable Use Policy, and our DMCA and Take-Down Policy are incorporated by reference into these Terms and are expressly acknowledged and agreed to by you.
1. Eligibility. The information and Services provided by the Kyzen Metaverse are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Non Fungible to any registration requirement within such jurisdiction or country. Accordingly, Users who choose to access the Kyzen Metaverse from locations outside of the United States of America do so on their own initiative. The Kyzen Metaverse and the Services are intended for users who are at least 18 years of age, or the age of majority in their jurisdiction, whichever age is greater. If you are not 18, or have not reached the age of majority in your jurisdiction, then you are not permitted to use or register for the Kyzen Metaverse, nor may you use the Services.
2. Connecting a Cryptocurrency Wallet Is Required to Access the Kyzen Metaverse. Access to the Kyzen Metaverse is provided via a third-party private key manager service selected by you (e.g., Metamask, Wallet Connect, USB interface for Ledger Wallet, or other), which is capable to support NFTs issued using Ethereum and Immutable X. Security and secure access to each account in the Kyzen Metaverse is provided solely by the third-party private key manager you have selected to administer your private key (which may be in the form of an NFT). You and the third-party private key manager you select are entirely responsible for security related to your private key, your access to the Kyzen Metaverse and all information that you may have shared with the third-party private key manager (including without limitation, your name, email or phone number). Non Fungible bears no responsibility for any breach of security or unauthorized access to the wallet you connect to the Kyzen Metaverse (the "Account"). You are advised to: (a) avoid any use of the same password with your selected third-party private key manager than you have ever used elsewhere; and (b) keep your password and any related secret information secure and confidential and to not share it with anyone else.
You acknowledge and agree that by linking your cryptocurrency wallet, you understand that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, NFTs or cryptocurrencies that are stored in or are accessible through your wallet.
Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of your NFTs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s) as well as making it impossible for you to access your Account. We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet. You acknowledge that in the event of any unauthorized use of or access to your Account, private keys or other breach of security, you accept that due to the nature of the Kyzen Metaverse and the Services, Non Fungible will be unable to remedy any issues that arise.
3. Account Suspension/Termination. We reserve the right to deny access and use privileges to anyone (and to lock, suspend, restrict or terminate an existing Account) at our sole and absolute discretion, including if we believe there is a question about the identity of the person trying to access any Account or the Services, or if we suspect the Account has or will be used for any fraudulent, illegal or other unauthorized purposes. In the event that your Account is terminated, suspended or restricted by us for any reason, you agree that you will not request any refunds or other remuneration for any NFTs you may have purchased.
4. Ownership of the Kyzen Metaverse and the Services. Unless otherwise indicated in writing by us, the Kyzen Metaverse, the Services, all content, and all other materials contained therein, including, without limitation, our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Kyzen Content”) are the proprietary property of Non Fungible or our affiliates, licensors, or users, as applicable. The Non Fungible logo and any Non Fungible product or service names, logos, or slogans that may appear on the Site, in the Kyzen Metaverse or elsewhere are trademarks of Non Fungible or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, the look and feel of the Kyzen Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Non Fungible and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
5. Third Party Sites. The Kyzen Metaverse may include hyperlinks to other websites, metaverses, products, services, content, promotions and/or resources (collectively, “Third Party Sites”) that are provided solely as a convenience to you. You acknowledge and agree that we have no control over, and are not responsible for, any Third Party Sites, and that we do not endorse any advertising, products, services or other materials on or made available from any Third Party Sites. Furthermore, you acknowledge and agree that we are not liable, directly or indirectly, for any loss or damage, caused or alleged to be caused, or which may be incurred, as a result of the availability or unavailability of any Third Party Site, including as a result of any use of, or reliance placed by you upon, any Third Party Site or any advertising, promotions, resources, services, content, products or other materials on, or made available from, any Third Party Site (or the completeness or accuracy thereof). If you access any such Third Party Sites, you do so solely at your own risk, and you hereby expressly waive and release, its affiliates, and their respective officers, employees, directors, shareholders, parents, subsidiaries, agents, suppliers, and licensors from all liability arising from your use of any such Third Party Site.
6. Rights and Licenses. The Kyzen Metaverse Platform may provide you with the opportunity to submit, post, display, transmit or otherwise make available certain content, including messages, files, data, software, sound, videos, photos, graphics and other items, on or through the Kyzen Metaverse (all of the foregoing, inclusive of all metadata relating thereto, but expressly excluding any Kyzen Content, “User Content”). By submitting, transmitting, posting, displaying or otherwise making available any User Content, you grant us a worldwide, non-exclusive, sublicensable, royalty-free and paid-up license to use such User Content for our lawful business purposes, including to engage other Users, as well as to provide, promote, and improve the Kyzen Platform, without obligation. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content.Provided that you are eligible to use the Site and the Kyzen Metaverse, you are granted a limited, revocable, non-exclusive and non-transferable license to access and use the Site and the Kyzen Metaverse in accordance with these Terms. We reserve all rights not expressly granted to you in and to the Site, the Kyzen Metaverse, the Kyzen Content and any and all Non Fungible marks and logos.
7. User Content Monitoring. We shall have the right, but not the obligation, to monitor the User Content and any other content submitted to or posted through the Kyzen Metaverse (including the Kyzen Content), to determine compliance with the Terms and the Community Guidelines, as well as to satisfy any requirement under law or government request. We shall have the right, but not the obligation, to edit, refuse to post or remove any User Content submitted to or posted through the Kyzen Metaverse. You acknowledge that we reserve the right to delete, edit, block, correct, refuse to post or permanently remove from our systems any material that is believed to be unlawful, in breach of these Terms or the Community Guidelines or that is otherwise objectionable, at our sole discretion.
8. Unsolicited User Ideas. You may choose to submit comments, bug reports, ideas or other feedback about the Kyzen Metaverse and the Services, including about how to improve the Kyzen Metaverse (“User Ideas”). By submitting any User Ideas, you agree that we are free to use such User Ideas at our discretion and without additional compensation to you, and to disclose such User Ideas to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, paid-up worldwide license under all rights necessary for us to incorporate, use and improve upon your User Ideas for any purpose, without any payment to you.
9. Digital Millennium Copyright Notice. Other than Kyzen Content, all other trademarks, product names, and logos appearing in the Kyzen Metaverse or on the Site, including User Content, are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material appearing in the Kyzen Metaverse or on the Site infringes your copyright or trademark rights, please file a notice of infringement by contacting the Copyright Agent listed below.We respect the intellectual property rights of others and attempt to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Directed to Copyright Agent at
9595 Wilshire Blvd., Suite 900, Beverly Hills, CA 90212
or
dmcaagent@impacttheory.com
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location in the Kyzen Metaverse or on the Site where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest
Counter-Notification Procedures. If you believe that material you posted in the Kyzen Metaverse or on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our Copyright Agent.
Pursuant to the Act, the Counter-Notice must include substantially the following: (i) your physical or electronic signature; (ii) an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if you reside outside the United States, for any judicial district in which the Kyzen Metaverse or the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Kyzen Metaverse or the Site with the complaint at issue.
The Act allows us to restore the removed content if the party filing the original notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity in the Kyzen Metaverse or on the Site was removed or disabled by mistake or misidentification, you may be held liable by us for damages (including costs and attorneys' fees) under Section 512(f) of the Act.
10. Privacy. You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy, which is incorporated into these Terms.
11. Modifications. You agree and understand that we may modify part or all of the Kyzen Metaverse, this Site or the Services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time, and we have no obligation to inform you of changes to the Terms.
12. Term and Termination. These Terms will remain in full force and effect while you use the Kyzen Metaverse, the Site or the Services. We reserve the right to discontinue, suspend or terminate support for all or any of the Kyzen Metaverse, the Site or the Services at any time. We will provide notice of such discontinuation, suspension or termination in advance to Users who have provided contact information to us whenever possible.
13. Risks Inherent Smart Contracts and Blockchain TechnologyPlease note the following risks in accessing or using the Kyzen Metaverse, and in connecting your cryptocurrency wallet and any NFTs or other tokens that you may use to obtain access to the Kyzen Metaverse:
You acknowledge that the metaverse ecosystem is in its infancy and as such, there could be risks that are unknown to us at this time. You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding the Kyzen Metaverse, including the suitability and appropriateness of your use of and involvement in the Kyzen Metaverse. You further acknowledge and agree that the technological and cryptographic systems used to power the Kyzen Metaverse may be subject to malfunctions, bugs, timing errors, hacking and theft, changes to the protocol rules of the relevant blockchain (i.e., “forks”), hardware, software and/or Internet connectivity failures, unauthorized third party data access, and other technological risks, any of which can adversely affect the relevant smart contracts and may expose you to a risk of loss, forfeiture of your Account and/or your NFTs. You agree and understand that you access and use the Kyzen Metaverse and this Site at your own risk; however, this brief statement does not disclose all of the risks associated with metaverses, digital assets and smart contracts. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Kyzen Metaverse, however caused, including when you are linking your cryptocurrency wallet.
14. Liability and Indemnification.
14.1 Kyzen Metaverse Provided “As Is” and “As Available”. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, INCLUDING IN THE COMMUNITY GUIDELINES, THE KYZEN CONTENT, THE KYZEN METAVERSE, AND THE NFTs, KYZEN CONTENT AND OTHER CONTENT CONTAINED OR LISTED THEREIN ARE PROVIDED EXCLUSIVELY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE (AND OUR SUPPLIERS AND AFFILIATES) MAKE NO WARRANTY THAT NEITHER THE KYZEN METAVERSE NOR THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
14.2 Liability. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED IN THE KYZEN METAVERSE OR ON THE SITE. WE DO NOT REPRESENT OR WARRANT THAT KYZEN CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE KYZEN METAVERSE AND THE SITE AND KYZEN CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE KYZEN METAVERSE, SITE, KYZEN CONTENT, ANY NFTS USED TO ACCESS THE METAVERSE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. 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.WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF YOUR ACCOUNT INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS LOST PRIVATE KEYS, FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED SMART CONTRACTS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED CRYPTOCURRENCY WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS, THE SITE OR THE KYZEN METAVERSE; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR THE KYZEN METAVERSE.WE ARE NOT RESPONSIBLE FOR SUSTAINED CASUALTIES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE KYZEN METAVERSE. WE ARE NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING ASPECTS OF THE KYZEN METAVERSE INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
14.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE KYZEN METAVERSE, THE SITE, KYZEN CONTENT, USER CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE KYZEN METAVERSE, THE SITE, KYZEN CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.IF YOU HAVE AN ISSUE WITH ANY INTERACTION OR TRANSACTION THAT YOU ENTERED INTO WITH ANOTHER USER OF THE SITE OR THE KYZEN METAVERSE, YOU MUST ADDRESS THAT ISSUE DIRECTLY WITH THE OTHER USER AND NOT WITH US – WE HAVE NO OBLIGATION TO ASSIST IN ANY OF THESE DISPUTES.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, KYZEN METAVERSE, KYZEN CONTENT, NFTS, OR ANY SERVICES SITE EXCEED DIRECT DAMAGES IN EXCESS OF $100, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.4 Indemnification. You agree to defend, indemnify, and hold Non Fungible and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) breach of any of your representations, warranties or other obligations under these Terms; (ii) your misuse of the Site, the Kyzen Metaverse or Kyzen Content; (iii) your gross negligence or willful misconduct; (iv) any transaction that you enter into with another user of the Site or the Kyzen Metaverse; or (v) any actual or alleged infringement or misappropriation of third party intellectual property rights related to content you provide, including in the form of User Content or User Ideas. We shall provide notice to you of any such claim, suit, or proceeding and may, but are not obligated to, assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.Notwithstanding any privacy-related laws or regulations to the contrary, we will not and cannot delete data that is stored on the NFT or other token that you use to interact with the Kyzen Metaverse and/or the Site and that includes information about your activities and interactions in the Kyzen Metaverse or on the Site. You agree, to the extent you have instructed us, whether explicitly or implicitly (i.e., by connecting your NFT or other token to the Kyzen Metaverse and/or to the Site), to record information regarding such activities or interactions and to hold us harmless and indemnify us (as described above) for any claims or damages founded upon the publication of and/or the inability to delete such information. The indemnification above shall be construed to include and encompass any third-party damages or claims founded upon your use of the NFT or other token in conjunction with the Kyzen Metaverse and/or the Site and that is founded upon our inability to subsequently remove or delete the information recorded.
15. Governing Law. These Terms, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of the State of California, as if these Terms are a contract wholly entered into and wholly performed within the State of California. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE AND THE KYZEN METAVERSE AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF CALIFORNIA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
15. Governing Law. These Terms, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of the State of California, as if these Terms are a contract wholly entered into and wholly performed within the State of California. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE AND THE KYZEN METAVERSE AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF CALIFORNIA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISION
16. BINDING ARBITRATION AGREEMENT This Section 16 constitutes the “Arbitration Agreement.”A. Subject to sub-section B below, in the event of a dispute arising under or relating to these Terms (“Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All Disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com.Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in these Terms will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
B. CLASS ACTION WAIVER You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
C. SEVERABILITY OF ARBITRATION AGREEMENT Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect
D. SURVIVAL OF ARBITRATION AGREEMENT This Arbitration Agreement will survive the termination of your relationship with us.
17. Severability Of Terms. If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.
18. Assignment. These Terms, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by us without restriction, notice or other obligation to you.
19. No Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision, and no act, omission or delay by us will be deemed a waiver or release of any of our rights hereunder.
20. No Third Party Beneficiaries. Except as otherwise expressly provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
Impact Theory
9903 Santa Monica Blvd. #1107
Beverly Hills, CA 90212
support@impacttheory.com
