Terms of Use

Effective May 23 2018
This Terms of Use Agreement (this “Agreement”) describes the terms and conditions on which Paperchain offers you access to the website located at www.paperchain.io (“Paperchain Site”), and to the digital media analytics and liquidity service provided by Paperchain through the Paperchain Site (“Services”). You should read these terms carefully, since they apply to you if you decide to access the Paperchain Site, whether as a registered user (“Registered User”) or as a non-registered user just browsing the Paperchain Site (“Paperchain Visitor”). These terms are important and we have done our best to make them readable.

BY COMPLETING THE REGISTRATION PROCESS OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THE PAPERCHAIN SITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. PAPERCHAIN MAY MODIFY THIS AGREEMENT FROM TIME TO TIME. FOR PAPERCHAIN VISITORS, THIS AGREEMENT APPLIES ONLY TO YOUR CURRENT VISIT AND THE FRUITS THEREOF — PLEASE CHECK THIS AGREEMENT AGAIN ON YOUR NEXT VISIT FOR ANY RECENT MATERIAL CHANGES, WHICH WILL BE HIGHLIGHTED. REGISTERED USERS WILL RECEIVE EMAIL NOTICE OF ANY MATERIAL CHANGES AND CONTINUED USE 30 DAYS AFTER NOTIFICATION WILL CONSTITUTE ACCEPTANCE.

Description of Services

We make available to you on the Paperchain Site a wide variety of resources, including, but not limited to, software applications (“Software”), analytics reports of media usage and sales data (“Reports”), as well as additional information, content and tools that we hope may be of interest to you. The Reports and such additional information, content and tools will be collectively referred to in this Agreement as “Paperchain Content”. Unless explicitly stated otherwise, any new features or functionalities made available on the Paperchain Site are subject to this Agreement.

Registration

If you want to access or use certain information, content, or tools on the Paperchain Site you may be required to register for a Paperchain account. In registering, you agree to provide accurate, current, and complete information, and to keep it up to date at all times. Please do not choose as a login name or an email address that is indecent or offensive, or otherwise violates this Agreement or any applicable laws or regulations.

You are responsible for safeguarding the password that you use to access the Paperchain Site and you agree not to disclose it to any third party. You hereby take responsibility for all actions taken under your account by you or any third parties. You will notify Paperchain immediately of any unauthorized use of your account.

Reports

Paperchain hereby grants you a limited, revocable, non-exclusive, non-sublicensable license to use, copy, and distribute the Reports, subject to the following restrictions: (a) you must insert in a clear and conspicuous way in any document incorporating the Reports the following proprietary notice: “Source: Paperchain. www.paperchain.io“; (b) you must not sell or trade the Reports, or charge any amount to make the Reports available to third parties as part of a service; (c) you must not manipulate or modify the Reports to state or suggest different or additional measurement results from those presented by Paperchain, including, but not limited to, information in the Reports or the way such information is presented, (d) you must not aggregate or combine information related to different Paperchain Profiles (for example, by adding together the reach from two different media assets instead of presenting the cross-media or cross-catalog measurement provided by Paperchain); (e) you must not quantitatively aggregate or combine information in the Reports with information derived from other sources (but offering a comparison of the information in the Reports with information derived from other sources is permissible); (f) you must not misrepresent your media performance or usage in connection with the Services; (g) you must not use the information in the Reports in any way that competes with Paperchain, and (h) if you provide the information in the Reports directly to any third party (rather than by having them access the information through the Paperchain Site), you will ensure that each such third party agrees to be bound by and does then in fact comply with the foregoing restrictions.

Except as expressly provided under this Section, you will not use, copy, or distribute the Reports, any information in the Reports, or any content on the Paperchain Site.

What you must NOT do

You agree to use the Paperchain Site and the Services only in accordance with the terms and conditions of this Agreement, as well as any and all applicable laws and regulations. While using the Services you will not ( i ) engage in any illegal acts or acts which are offensive to others, or (ii) violate any personal or property rights of any third party, including, but not limited to, intellectual property rights. Furthermore, you will not:

(a) Copy, modify, adapt, translate, or otherwise create derivative works of the Services or the Software, or (except as explicitly permitted herein) the Paperchain Content;

(b) Reverse engineer, de-compile, disassemble, or otherwise attempt to discover any measurement systems used by Paperchain;

(c) Rent, lease, sell, assign, or otherwise transfer rights in or to the Services or the Software;

(d) Post, transmit, or introduce any device, software, or routine that interferes or attempts to interfere with the operation of the Services or the Software.

(e) Circumvent, disable, or otherwise interfere with security-related features of Services or the Software, or features that prevent or restrict use or copying of any Paperchain Content;

(f) Upload, stream, email, or otherwise transmit ( i ) any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid” or similar schemes, or any other form of solicitation or (ii) any viruses or other computer code that could interrupt, destroy, or limit the functionality of the Services or the Software, infect or damage another user’s computer, or interfere with the access of any other user to the Services or the Software;

(g) Delete, or in any manner alter, the copyright, trademark, or other proprietary rights notices appearing on the Paperchain Site and any Paperchain Content;

(h) Represent that Paperchain endorses or supports your site or content;

( i ) Obtain any information or materials relating to the Services or the Paperchain Site or through any means not intentionally made available by Paperchain to you, or attempt to gain unauthorized access to the Services or the Paperchain Site, or any technology, computer systems, or networks associated with the Services or the Paperchain Site, or attempt to index, search, or crawl the Services or the Paperchain Site with any automated process or other similar mechanism.

Paperchain may terminate or suspend your Paperchain account and your access at any time without notice including without limitation in response to a suspected violation of any of the foregoing prohibitions.

Paperchain Property Rights

The Paperchain Site, the Services, the Software and the Paperchain Content are protected by copyright, trademark, and other laws of the United States and foreign countries. All right, title, and interest, including, but not limited to, intellectual property rights, in and to the Paperchain Site, the Services, the Software and the Paperchain Content, are and will remain the exclusive property of Paperchain and its licensors. Except as expressly permitted in this Agreement, you will not reproduce, modify, or prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Paperchain Site, the Services, the Software or the Paperchain Content.

Indemnity

You agree to defend (if Paperchain so requests), indemnify, and hold Paperchain, its subsidiaries, and affiliates, and their respective directors, officers, shareholders, and employees, harmless from any expenses, costs, judgments, damages, loss, liability, claim, or demand (including but not limited to any reasonable attorneys’ fees) made by any third party arising out of any breach by you (or a user of your account) of any terms or conditions of this Agreement.

Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PAPERCHAIN EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. PAPERCHAIN MAKES NO WARRANTY THAT THE SERVICES, THE PAPERCHAIN SITE, OR THE PAPERCHAIN CONTENT WILL (1) MEET YOUR REQUIREMENTS, (2) BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR (3) NOT CAUSE ANY LATENCY OR PROCESSING DELAYS. PAPERCHAIN IS UNDER NO OBLIGATION TO KEEP THE SITE UP AND RUNNING FOR ANY PERIOD OF TIME. PAPERCHAIN MAKES NO WARRANTY REGARDING THE QUALITY OF THE SERVICES, THE PAPERCHAIN SITE, OR THE PAPERCHAIN CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, THE PAPERCHAIN SITE, OR THE PAPERCHAIN CONTENT. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PAPERCHAIN OR THROUGH THE SERVICES, THE PAPERCHAIN SITE, OR THE PAPERCHAIN CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. UNDER NO CIRCUMSTANCES WILL PAPERCHAIN BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH, OR LATENCY OR PROCESSING DELAY RESULTING FROM THE USE OF THE SERVICES, THE PAPERCHAIN SITE, OR THE PAPERCHAIN CONTENT OR FROM THE CONDUCT OF YOU OR ANY USER OF THE SERVICES, WHETHER OFFLINE OR ONLINE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED A BASIS FOR ENABLING PAPERCHAIN TO OFFER THE SERVICES TO YOU WITHOUT CHARGE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.

Suspension and Termination

Unless otherwise terminated as set forth herein, this Agreement will remain in full force and effect while you use the Services. You may terminate this Agreement at any time by contacting us with your complete account information and explicit request to terminate, which emails are handled at Paperchain’s convenience. Paperchain may terminate or suspend your access to the Services or terminate this Agreement at any time, for any reason or no reason, with or without notice, and without any liability to you. Upon termination, all licenses and other rights granted to you under this Agreement will immediately cease. Paperchain will not be liable to you or any third party for termination of this Agreement or any termination or suspension of your use of the Services. Upon any termination or suspension, any information that you have submitted to the Paperchain Site may no longer be accessed by you. Notwithstanding the above, Sections 5, 6, 7, 8, 12 and 13 will survive termination of this Agreement.

Modification of the Paperchain Site and Services

Paperchain reserves the right, in its sole discretion, to modify or discontinue the Paperchain Site and Services without notice.

Export Laws

The Software is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using the Software, you represent and warrant that such download or use is not in violation of any such law.

Limitation of Liability

IN NO EVENT WILL PAPERCHAIN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF PAPERCHAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS FORMED A BASIS FOR ENABLING PAPERCHAIN TO OFFER SOME SERVICES TO YOU WITHOUT CHARGE. THIS PARAGRAPH WILL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PAPERCHAIN’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).

Miscellaneous

This Agreement constitutes the entire Agreement between the parties with respect to the use of the Services and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral between Paperchain and you. Any waiver by Paperchain of any violation of any provision of this Agreement will not be deemed to waive any further or future violation of the same or any other provision. If any part or provision of this Agreement is held to be unenforceable for any purpose, including but not limited to public policy grounds, then you and Paperchain agree that the remainder of the Agreement will be fully enforceable as if the unenforceable part or provision never existed. You and Paperchain agree that there are no third party beneficiaries of any promises, obligations or representations made by Paperchain. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. Paperchain may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Agreement. Nothing in this Agreement will constitute a partnership or joint venture between you and Paperchain. THIS AGREEMENT AND ANY DISPUTE RELATING TO THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO U.S. OR NEW YORK CHOICE OF LAW RULES. YOU AND PAPERCHAIN AGREE AND CONSENT THAT JURISDICTION, PROPER VENUE, AND THE MOST CONVENIENT FORUMS FOR ALL CLAIMS, ACTIONS, AND PROCEEDINGS OF ANY KIND RELATING TO PAPERCHAIN OR THE MATTERS IN THIS AGREEMENT WILL BE EXCLUSIVELY IN COURTS LOCATED IN NEW YORK, NEW YORK.

Notice

All notices or other communications to Paperchain from you will be deemed given when received by prepaid first class mail or courier, hand delivery, facsimile, electronic mail, at the address below:

Paperchain Inc. 8225 5th Ave # 441 Brooklyn NY 11209 USA