Terms of use for Projects

Terms of use

1. Acceptance of Terms

1. Kuyen Labs, Inc. (“Fuul”, “we” or “us”) provides its Service (as defined below) to you through its web site and platform located at https://www.fuul.xyz (the “Site”), subject to this Terms of Use agreement (“TOU”).  By accepting this TOU or by accessing or using the Platform or Site as a web3 project organizer or developer (“Project”), you acknowledge that you have read, understood, and agree to be bound by this TOU.  If you are entering into this TOU on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOU, in which case the terms “you” or “your” shall refer to such entity and its affiliates.  If you do not have such authority, or if you do not agree with this TOU, you must not accept this TOU and may not use the Platform.  All individuals and entities who use the Platform, including but not limited to Affiliates, are referred to as “Users”.
2. Fuul may change this TOU from time to time by providing fourteen (14) days prior notice either by emailing the email address associated with your Account or by posting a notice on the Site.  You can review the most current version of this TOU at any time at http://www.fuul.xyz/terms/projects.  The revised terms and conditions will become effective fourteen (14) days after we post or send you notice of such changes, and if you use the Platform after that date, your use will constitute acceptance of the revised terms and conditions.  If any change to this TOU is not acceptable to you, your only remedy is stop using the Platform and send a cancellation email to support@fuul.xyz.
3. As part of the registration process, you will connect your wallet for your account (“Account”).  If you are an individual, you are not authorized to use the Platform if you are under 18 years old.

2. Description of Platform

1. The “Platform” includes (a) the Site, (b) Fuul’s platform, protocol, applications and related technologies, pursuant to which (i) you, as a Project, are able to create on-chain conversion events, set commissions and set campaign budgets for affiliates (such affiliates and/or their representing agencies, “Affiliates”), and (ii) eligible transactions may be validated and rewards may be provided to applicable Affiliates, and (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”).  Any new features added to or augmenting the Platform are also subject to this TOU.

3. General Conditions / Access and Use of the Platform.

1. Subject to the terms and conditions of this TOU, you may access and use the Platform only for lawful, commercial purposes.  All rights, title and interest in and to the Platform and its components (including all Usage Data, as defined below) will remain with and belong exclusively to Fuul.  You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Platform available to any third party; (b) use the Platform in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Platform or its components, (c) modify, adapt, interfere with, or hack the Platform to, or otherwise attempt to gain unauthorized access to the Platform or its related systems or networks, (d) use manual or automated software, devices, scripts, redirects, robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Platform, (e) use the Platform for any purpose not expressly permitted by this TOU, (f) copy, store or otherwise access any information contained on the Site for purposes not expressly permitted by this TOU, (g) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, (h) systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise, (i) attempt to probe, scan, or test the vulnerability of any Fuul system or network or breach any security or authentication measures, or (j) advocate, encourage, or assist any third party in doing any of the foregoing.  You shall comply with any codes of conduct, policies or other notices Fuul provides you or publishes in connection with the Platform, and you shall promptly notify Fuul if you learn of a security breach related to the Platform.
2. Any software that may be made available by Fuul in connection with the Platform, including but not limited to any software development kits (SDKs) or APIs (“Software”), contains proprietary and confidential information that is protected by applicable intellectual property and other laws.  Subject to the terms and conditions of this TOU, Fuul hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Platform, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software.  Any rights not expressly granted herein are reserved and no license or right to use any trademark of Fuul or any third party is granted to you in connection with the Platform.
3. You are solely responsible for Your Trademarks (as defined below), content, any products or services you sell through the Platform (including description and price) and all photos, images, videos, graphics, written content, audio files, code, data, information, feedback, suggestions, text, and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Platform (“Your Materials”).  You agree to cooperate with and provide reasonable assistance to Fuul in promoting and advertising the Platform.
4. You grant Fuul a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of Your Materials provided by you in connection with the Platform.  We may use our rights under this license to operate, provide, and promote the Platform and to perform our obligations and exercise our rights under this TOU.  You represent, warrant, and agree that you have all necessary rights in Your Materials to grant this license.  You irrevocably waive any and all moral rights you may have in Your Materials in favor of Fuul and agree that this waiver may be invoked by anyone who obtains rights in the materials through Fuul, including anyone to whom Fuul may transfer or grant (including by way of license or sublicense) any rights in Your Materials.
5. You agree that Fuul can, at any time, review and delete any or all of Your Materials submitted to the Platform, although Fuul is not obligated to do so.
6. You grant Fuul a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your use of the Platform (“Your Trademarks”) to operate, provide, and promote the Platform and to perform our obligations and exercise our rights under this TOU.  This license will survive any termination of this TOU solely to the extent that Fuul requires the license to exercise any rights or perform any obligations that arose during the term of this TOU.
7. You also hereby agree that grant Fuul has the right, during and after the term of this TOU, to derive statistical, usage and other data regarding the Platform (“Usage Data”), and Fuul will retain all right, title and interest in and to such Usage Data.
8. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Platform (“Submissions”), provided by you to Fuul are non-confidential and Fuul will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
9. The Platform may provide links, access to, or otherwise require you to use services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”).  Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers.  Some Third-Party Services may provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy.  Fuul has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services.  You, and not Fuul, will be responsible for any and all costs and charges associated with your use of any Third-Party Services.  Fuul enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation.  Any dealings you have with third parties while using the Service are between you and the third party.  Fuul will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
10. You are responsible for (a) maintaining the confidentiality of your wallet credentials and (b) all activities that occur under your Account.  You agree that Fuul has right to access your Account in order to respond to your requests for technical support or to comply with applicable law.  Fuul has the right, but not the obligation, to monitor the Platform, Content, or Your Materials.
11. You understand that the operation of the Platform, including Your Materials, may be unencrypted and involve: (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to Fuul’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Platform.  Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Materials.  Fuul will have no liability to you for any unauthorized access or use of any of Your Materials, or any corruption, deletion, destruction or loss of any of Your Materials.
12. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”).  You shall be responsible for ensuring that such Equipment is compatible with the Platform (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Fuul’s published policies then in effect.  You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
13. The failure of Fuul to exercise or enforce any right or provision of this TOU shall not be a waiver of that right.  You acknowledge that this TOU is a contract between you and Fuul, even though it is electronic and is not physically signed by you and Fuul, and it governs your use of the Platform.
14. Fuul reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Fuul’s website and in other communications with third parties.  To decline Fuul this right you need to email support@fuul.xyz stating that you do not wish to be used as a reference.
15. Subject to the terms hereof, Fuul may (but has no obligation to) provide technical support services through email, phone, or other means in accordance with our standard practice.

4. Marketing and Projects; Blockchain-Related Risks

1. You acknowledge and agree that the Platform is not responsible for any of your projects or any other projects.  You are responsible for Your Materials and your projects, your relationships and arrangements with Affiliates, and all aspects of the transactions between you and Users, including Affiliates.  This includes, but is not limited to, confirming that the appropriate rewards have been provided to Affiliates, and your breach of this TOU.  You represent and warrant that Your Materials will be true, accurate, and complete, and will not violate any applicable laws, regulations, including the U.S. Department of Treasury’s Office of Foreign Assets Control, or rights of third parties.
2. You are solely responsible for your projects that you may promote through the Platform, including descriptions, defects, required legal disclosures, regulatory compliance, offers or promotional content, and compliance with any applicable laws or regulations. 
3. You may not use the Platform for any illegal or unauthorized purpose nor may you, in the use of the Platform, violate any applicable laws (including but not limited to copyright laws).  You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate or promote your projects) in your use of the Platform, your promotion, marketing and operation of your projects, and your performance of obligations under this TOU.  You may not access or use the Platform to (a) carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments, (b) participate in fundraising for a business, protocol, or platform, including creating, listing, or buying assets that are redeemable for financial instruments, assets that give Affiliates or other Users rights to participate in an ICO or any securities offering, or assets that entitle Affiliates or other Users to financial blockchain-related rewards, including DeFi yield bonuses, staking bonuses and burn discounts or (c) to create a product or service that is competitive with any of our products or services.
4. The Platform supports the use of various blockchains and smart contracts on such blockchains.  Each blockchain provides an immutable ledger of all transactions that occur on the blockchain.  This means that all blockchains and smart contracts are outside of the control of any one party, including Fuul, and are subject to many risks and uncertainties.  We neither own nor control digital wallets, blockchain networks, smart contracts, your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any Users (including Affiliates) or other third parties.  You understand that your digital wallet address may be made publicly visible when you engage in certain transactions in relation to the Platform.
5. Neither Fuul nor the Platform are custodians of any cryptocurrency or tokens.  You understand and acknowledge that the smart contracts do not give Fuul custody, possession, or control of any cryptocurrency or tokens at any time.  You affirm that you are aware and acknowledge that Fuul is a non-custodial service provider and has designed the Platform to be directly accessible by Users.  Fuul’s technology enables transactions between the Users on the Platform but Fuul is not a party to any agreement between any Projects, Affiliates or other Users, and Fuul is not responsible for the enforcement of any agreements between such parties.  Fuul cannot make any representation or guarantee that Projects, Affiliates or other Users will achieve any particular outcome as the result of promoting any projects or engaging in any other transaction in relation to the Platform.
6. To the extent the Platform provides any information about digital assets, such digital assets are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol, have been provided, and others may have better or more information than the information made available to you via the Platform or any information provided in connection with the Platform provided to you, or to which you may independently have access.

1. No Endorsement.  You understand and agree that Fuul is not involved in the interactions between Projects and Affiliates and does not refer or endorse or recommend particular Affiliates.  You also understand and acknowledge that Fuul does not edit, modify, filter, screen, monitor, endorse or guarantee Your Materials or the content of communications with Affiliates.  You are responsible for investigating and verifying to the extent you deem necessary the identity and credentials of Affiliates with which you may establish a relationship via the Platform. 
2. Disputes.  You agree that you are solely responsible for your interactions with any other Users (including Affiliates) in connection with the Platform, and Fuul will have no liability or responsibility with respect thereto.  By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users (including Affiliates) or other third parties will be limited to a claim against the particular User(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from, Fuul with respect to such actions or omissions.  Fuul reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User (including a Affiliates).
3. Campaign Budget Allocations; Frontend Application Fees. You acknowledge and agree that you, as the Project, are responsible for setting your project campaign budget, which will be allocated to various parties (including Fuul) as set forth in the applicable Project campaign page for each campaign facilitated by the Platform. An Affiliate may receive rewards (“Affiliate Rewards”) through the smart contracts deployed by the applicable Project to the extent the Platform protocol attributes a qualifying transaction with such Affiliate.  You shall be responsible for all taxes associated with the Affiliate Rewards other than U.S. taxes based on Fuul’s net income. In addition, certain functionality of the Platform (e.g., analytics features made available via the Site) may be made available to Projects for a monthly or other fee.  We reserve the right to change those fees by providing notice of the change on the Site or in email to you, at Fuul’s option, at least 30 days before the change is to take effect.  Your continued use of those features after the fee change becomes effective constitutes your agreement to the changed amount.  Pursuant to the terms of your Affiliate-Project Arrangements, you may be compensated by Projects based on qualifying transactions through the applicable smart contracts.  You are solely responsible for reviewing the conditions and campaign details applicable to earning Affiliate Rewards and checking for any changes to such conditions and campaign details.  We are not responsible for any Affiliate Rewards that are not transferred to you.  You shall be responsible for all taxes associated with the Platform other than U.S. taxes based on Fuul’s net income.
4. Representations and Warranties.  You represent and warrant to Fuul that (i) you have full power and authority to enter into this TOU; (ii) you own all Your Materials or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Fuul to perform its obligations) in connection with the Platform without obtaining any further releases or consents; (iii) Your Materials and other activities in connection with the Platform, and Fuul’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor do Your Materials contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) you are eighteen (18) years of age or older or, if you are a company, business or other legal entity, you are duly organized and validly existing in your applicable jurisdiction; and (v) your use of the Platform will be limited to commercial and not personal, family, or household purposes.
5. Termination.  You have the right to terminate your Account at any time by sending a cancellation request to support@fuul.xyz.  Subject to earlier termination as provided below, Fuul may terminate your Account at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account.  In addition to any other remedies we may have, Fuul may also terminate your Account upon ten (10) days’ notice, if you breach any of the terms or conditions of this TOU.  Fuul reserves the right to modify or discontinue, temporarily or permanently, your access to or use of the Platform (or any part thereof).  All of Your Materials on the Platform (if any) may be permanently deleted by Fuul upon any termination of your Account in its sole discretion.  Notwithstanding anything herein, you acknowledge that Fuul is not responsible for deleting or modifying any information or data existing on a blockchain network or smart contract that has already been deployed.  All accrued rights to payment and the terms of Sections 3.3, 3.4, 3.5, and 4-19 shall survive termination of your Account.
6. DISCLAIMER OF WARRANTIES.  The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Fuul or by third-party providers, or because of other causes.  THE PLATFORM, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND FUUL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT FUUL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORMS, AND NO INFORMATION, ADVICE OR PLATFORMS OBTAINED BY YOU FROM FUUL OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOU.
7. LIMITATION OF LIABILITY.
8. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL FUUL BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AGGREGATE DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF one hundred ($100) U.S. dollars.  THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOU BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOU.
9. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you.  IN THESE JURISDICTIONS, FUUL’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Indemnification.  You shall defend, indemnify, and hold harmless Fuul from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOU, your violation of any law or the rights of a third party, any of Your Materials, or your other access, contribution to, use or misuse of the Platform, including any aspect of any transaction, arrangement, or interaction with Affiliates or other Users.  Fuul reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting Fuul’s defense of such matter.
11. Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

1. Agreement to Arbitrate.  This Dispute Resolution by Binding Arbitration section is referred to in this TOU as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Fuul, whether arising out of or relating to this TOU (including any alleged breach thereof), the Platform, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this TOU, you and Fuul are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
2. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND FUUL AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND FUUL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
3. Pre-Arbitration Dispute Resolution.  Fuul is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@fuul.xyz. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Fuul should be sent to Kuyen Labs, Inc., 169 Madison Ave, PMB 2418, New York, NY 10016 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Fuul and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Fuul may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Fuul or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Fuul is entitled.
   
4. Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this TOU as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this TOU and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Fuul and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Fuul agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
5. Costs of Arbitration.  Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  To the extent any Arbitration Fees are not specifically allocated to either Fuul or you under the AAA Rules, Fuul and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Fuul will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Fuul will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
6. Confidentiality.  All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
7. Severability.  If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection 14.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection 14.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this TOU will continue to apply.
8. Future Changes to Arbitration Agreement.  Notwithstanding any provision in this TOU to the contrary, Fuul agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User, you may reject any such change by sending Fuul written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this TOU (or accepted any subsequent changes to this TOU).
9. U.S. Government Matters. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.  Software available in connection with the Platform and the transmission of applicable data, if any, is subject to United States export controls.  No Software may be downloaded from the Platform or otherwise exported or re-exported in violation of U.S. export laws.  Downloading, accessing or using the Software or Platform is at your sole risk.  You may not remove or export from the United States or allow the export or re-export of the Platform or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the software and documentation installed by Fuul on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOU and will be prohibited except to the extent expressly permitted by the terms of this TOU.
10. Assignment. You may not assign this TOU without the prior written consent of Fuul, but Fuul may assign or transfer this TOU, in whole or in part, without restriction.  Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void.  Subject to the foregoing, this TOU will be binding on the parties and their successors and assigns.
11. Miscellaneous.  If any provision of this TOU is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOU will otherwise remain in full force and effect and enforceable.  Both parties agree that this TOU is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOU, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this TOU and you do not have any authority of any kind to bind Fuul in any respect whatsoever.  In any action or proceeding to enforce rights under this TOU, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this TOU will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
12. Governing Law.  This TOU shall be governed by the laws of the State of New York without regard to the principles of conflicts of law.  Unless otherwise elected by Fuul in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of the State of New York for the purpose of resolving any dispute relating to your access to or use of the Platform.
13. Privacy.  Please visit https://www.fuul.xyz/privacy to understand how Fuul collects and uses personal information.
14. DMCA.  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.  Fuul will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement.  A notification of claimed copyright infringement should be emailed to Fuul’s Copyright Agent at legal@fuul.xyz (subject line:  “DMCA” Takedown Request”).  You may also contact us by mail or facsimile at:

• Attention:  Copyright Agent
• Kuyen Labs, Inc.
• 169 Madison Ave, PMB 2418
• New York, NY 10016
• Email: legal@fuul.xyz

Notice: To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf.