Terms and Conditions of Use
Please read these terms and conditions of use as set out below carefully before accessing and using https://thea.ai and its associated websites (collectively, the "Websites"). These Terms govern your access to and use of the Websites, including the messages, information, data, text, software, images and other content that make up the Websites (the "Content," which content is part of the Websites). These Terms exempt THEA Foundation ("Foundation," "we," or "us") and others from liability and/or limit our and their liability and contain other important provisions that apply to your access and use of the Websites. Nothing on the Websites constitutes or shall be construed as investment, financial, legal, or tax advice. The Websites do not constitute an offer to sell or a solicitation to buy any securities, digital assets, or financial instruments in any jurisdiction. These Terms only apply to your use of the Websites as set out above. The Websites are made available to you for informational purposes and to allow us to improve your user experience on the Foundation's Websites, including to allow you to provide us with information, such as personal information needed for us to confirm your identity to our satisfaction and to comply with any know-your-client, anti-money laundering or anti-corruption laws. As such, you represent and warrant that all information you provide to us using the Websites is truthful, complete, and accurate. All personal information that we may collect, use, or disclose in connection with the Websites is subject to our Privacy Statement available at https://thea.ai/privacy. The Privacy Statement is incorporated by reference into these Terms, however the Privacy Statement also applies generally to any personal information that Foundation collects, uses, or discloses.
1. Terms of Use of Websites
Your use of the Websites is conditional on your acceptance of these Terms. By visiting or using the Websites you agree on your own behalf, and on behalf of any organization on whose behalf you may act (collectively referred to herein as "you"), to accept and abide by these Terms for each use of and each visit to the Websites. If you do not agree to abide by these Terms, you cannot use the Websites. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur, electronically. We have the right, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time. If we exercise this right, the "Last Update" notice at the top or bottom of this document shall be amended to reflect the last date of such changes. Changes will be effective as of the date the changes to these Terms are posted to the Websites. It is your responsibility to check these Terms each time you access the Websites to determine whether any changes have been made, including by checking the date of the "Last Update" at the top or bottom of these Terms. If any change to these Terms is not acceptable to you, you must discontinue your use of the Websites immediately. Your continued use of the Websites after any such changes are posted will constitute acceptance of those changes. These Terms apply exclusively to your use of the Websites and do not alter the terms or conditions of any other agreement you may have with us. We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the Websites, including: (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Websites; (ii) removing, adding, modifying or otherwise changing any features of the Websites; and (iii) removing, adding, modifying or otherwise changing any Content on the Websites. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Websites at any time without notice, but you hereby acknowledge and confirm that we have no duty to do so. You must be 18 years of age or older and of at least the age of majority in the jurisdiction in which you reside as of the time you register with us or use either of the Websites. IF YOU ARE UNDER 18 YEARS OF AGE OR NOT THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE AT THE TIME OF REGISTRATION WITH US, PLEASE DO NOT USE OR ACCESS THE WEBSITES AT ANY TIME OR IN ANY MANNER. You further represent and warrant that you are not: • a citizen or resident of, and are not accessing the Websites from any jurisdiction that is; or • under the control or ownership of a person that is, subject to economic sanctions or other trade restrictions or otherwise designated on any list of prohibited or restricted parties imposed by the United Nations, the European Union, the United States (including the Office of Foreign Assets Control (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce)), the European Union or its Member States, the BVI government, the United Kingdom government, or the Cayman Islands, or other applicable government authority.
2. Limited Licenses
Subject to these terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right and license to access and use the Websites, including the Content therein accessible through the Websites, solely as made available by us for your informational purposes and solely for your own personal use or your internal business use if you are an Organization (as defined below), as authorized herein. You may not, nor may you cause or assist another to: • provide false or misleading information to Foundation; • modify, reverse engineer, decompile, create derivative works from, or disassemble the Websites for any reason whatsoever, including for the purpose of creating competitive products or services; • resell any Content or include any Content in or with any product that you create or distribute; • copy any Content onto your own or any other website or into a database or mobile application; • use the Websites in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, the Websites or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through the Websites; • use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise submit information to or extract information from the Websites or the Content in whole or in part; • use the Websites in any manner which promotes illegal activity, could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law or regulation or these Terms; • use the Websites and any data collected from the Websites for any direct marketing activity, spam or mass advertising campaigns; • use the Websites in any manner that may dilute or depreciate our name or reputation, our Marks or our affiliates or associates; • interfere with any other persons' use and enjoyment of the Websites or of the Internet generally; or • use the Websites or any related content for the purpose of making investment decisions or evaluating the purchase or sale of any digital asset. To the extent you are in breach of your obligations under these Terms, the Foundation may suspend or terminate your access and use of the Websites or terminate your User Account. In addition, the Foundation may investigate occurrences which may involve violations of applicable laws and co-operate with relevant law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right at all times to disclose any information (including without limitation your personal information or your identity) regarding your usage of the Websites (including any perceived violations of applicable law), in each case as may be permitted by or required to satisfy applicable law.
3. Identification; Invitation
If you are given the opportunity to register with us using the Websites you must provide your real name, password, valid email address, and any other identification and supporting documentation that we may request in order to identify you to our satisfaction. You must provide truthful, complete, and accurate information to us and notify us if your information changes. You represent and warrant that all information that you provide us using the Websites is truthful, complete, and accurate. After you request to register with us, we may send you a link ("Invitation") that you may use to verify your status with us and to register your user account ("User Account"). Using the Websites to register, or providing information to us using the Websites, does not mean that you are or will be granted any particular benefit, right, or privilege, including the ability to enter into an agreement with Foundation regarding the use or sale of its tokens. Any personal information which Foundation collects via the Websites is subject to our Privacy Statement. You hereby acknowledge that the collection, use and disclosure of your personal information pursuant to the Privacy Statement is for reasonable and appropriate purposes, and is with your knowledge and consent. You may not share your User Account, password or Invitation with any other person. You are responsible for the security of and all activity occurring under, your User Account or Invitation, and shall abide by all applicable local, state, provincial, national, and foreign laws, treaties and regulations in connection with use of the Websites, including those related to data privacy, international communications and the transmission of technical or personal information. You accept all risks of unauthorized access to your User Account and the information you provide to us. You shall: (A) notify us immediately of any unauthorized use of your User Account or Invitation or any other known or suspected breach of security; and (B) not impersonate another person or provide false identity information in connection with the Websites. Without limitation, we may immediately remove or suspend your use of the Websites if your User Account or Invitation falls, or is suspected of falling, under the scope of the foregoing paragraphs (A) or (B). If you become aware of unauthorized access to your User Account or Invitation, you must notify us immediately. You agree to notify us promptly of any unauthorized use of your User Account or Invitation, and you will remain liable for any use of the Websites under your User Account or Invitation to the extent permitted by law. You must not use the Websites in any manner that is unlawful (including by accessing the Websites from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others. You represent that you have the authority to enter into these Terms on behalf of your company or other person on whose behalf you may be entering into these Terms ("Organization"). We reserve the right to refuse registration or account creation for any reason, including based on our internal compliance policies or risk assessments. You acknowledge and agree that any identification, KYC, or AML procedures may be carried out by third-party service providers on behalf of the Foundation, and that personal information may be shared with such providers as necessary to comply with applicable law. In these Terms, "Postings" refer to the text, images, comments, or other information posted by you or other users through the Websites.
4. Proprietary Rights
The Websites and Content contained therein, including any Marks (defined below), media, web applications, mobile applications, software, computer code, metadata, materials, design, text, images, photographs, illustrations, animation, content, text, media files, artwork, graphic material, databases, proprietary information, graphics and visual effects, as well as any accompanying documentation or other written materials, tangible or intangible, and all legally protectable elements of the foregoing, including, without limitation, all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, regardless of where produced, and all Intellectual Property Rights therein (all of the foregoing, individually and collectively, the "Thea Assets"), are our property and/or where applicable, the property of our licensors or suppliers. Under these Terms, "Intellectual Property Rights" refer to patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Certain names, graphics, logos, icons, designs, words, titles and phrases on the Websites, including without limitation "Thea", constitute trade-marks, trade names, trade dress and associated products and services of Foundation or its affiliates (the "Marks") or constitute trade-marks, trade names, trade dress and associated products and services of our suppliers or other third parties (the "Third Party Marks") and are protected locally and internationally and their display on the Websites does not convey or create any license or other rights in the Marks or the Third Party Marks. Any use of the Marks or the Third Party Marks, in whole or in part, without prior written authorization of Foundation or such third party, as applicable, is strictly prohibited. Feedback, comments, or suggestions you submit to the Foundation, whether solicited or unsolicited, may be used by the Foundation for any purpose without any obligation to compensate you, and you hereby assign any intellectual property rights you may hold in such feedback to the Foundation.
5. Privacy Statement
Any personal information which Foundation collects via the Websites is subject to the Privacy Statement available at https://thea.ai/privacy. When you interact with the Websites, you agree that information about you and your use of the Websites, including but not limited to, the type of device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing plugins that load in your browser may be communicated to us. Any non-identifiable information gathered by us through your use of the Websites may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, and assess utilization of the Websites. Such information may be shared with our affiliates, suppliers, licensors, partners and clients in furtherance of the foregoing purposes. You also consent to the transfer and storage of your personal information outside your jurisdiction, including to jurisdictions that may not have equivalent data protection laws. In cases where we collect information for identity verification purposes, we may retain such data for as long as required by applicable law or our internal compliance policies.
6. Submissions (solicited and unsolicited)
Subject to any applicable law and the requirements of our Privacy Statement: We do not wish to obtain unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products, goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. Accordingly, please do not send any unsolicited ideas, suggestions or other materials ("Submissions") to us. Any communications sent by you to us via the Websites or otherwise, including Submissions, whether solicited by us or otherwise, are on a non-confidential basis (other than personal information which is covered under our Privacy Statement), and we are free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trademark, patent, trade secret, unfair competition, moral rights, or implied contract) and you hereby waive such moral rights in favor of Foundation and its affiliates, licensees, successors and assignees. You also acknowledge that you have no right to receive any financial or other consideration in connection with such communication. We are not obliged to monitor, screen, police or edit your use of the Websites, including any Postings or other content you or others may contribute to the Websites, although we may choose to do so at our sole discretion. We will respond as we consider appropriate, in our sole discretion, if we become aware of any inappropriate uses of the Websites, including without limitation use that constitute copyright infringement.
7. Third Party Services
The Websites may provide you with access or links to third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, "Third-Party Services"). Such links or access are provided only for your convenience. We do not control, endorse or adopt any Third-Party Services, and we make no representations or warranties, nor do we provide any endorsements, of any kind regarding such Third-Party Services, including, without limitation, regarding its accuracy, fitness for purpose or completeness. The Foundation disclaims any liability for third-party digital wallets, token exchanges, or any service provider that facilitates the purchase, sale, or custody of tokens or digital assets. If you decide to visit any Third-Party Service, you do so at your own risk and you agree that the Foundation shall not be liable for any loss or damages arising from or in connection with your use of any Third-Party Services. When you click such a link, we may not warn you that you have left our Websites.
8. Disclaimer
We make no representation or warranty and there are no conditions of any kind regarding the Websites, the Content or the Postings, including without limitation any representation, warranty or condition regarding the accuracy, reliability, currency, or completeness of the Websites, any Third-Party Services, the Content or the Postings. The Foundation does not warrant or represent that any content on the Websites complies with the laws of any jurisdiction outside the Cayman Islands. You acknowledge and agree that the Websites (including without limitation the Content and the Postings) are provided on an "AS IS" basis and that any use of or reliance on the Websites shall be at your sole risk. We do not verify, screen or censor the Postings. FOUNDATION AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE WEBSITES (INCLUDING ANY THIRD-PARTY SERVICES, THE CONTENT OR POSTINGS). FOR GREATER CERTAINTY, FOUNDATION DOES NOT WARRANT THAT THE WEBSITES WILL (i) MEET YOUR REQUIREMENTS, (ii) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE OR ANY RELATED EQUIPMENT, (iii) BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT OR COMPLETE, (iv) CONTINUE TO OPERATE, (v) OPERATE WITHOUT INTERRUPTIONS, OR (vi) BE ERROR-FREE.
9. Limitation of Liability
YOU AGREE THAT IN NO EVENT WILL FOUNDATION AND ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY "FOUNDATION REPRESENTATIVES") HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THE WEBSITES, ANY THIRD-PARTY SERVICES, THE CONTENT AND THE POSTINGS FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF FOUNDATION REPRESENTATIVES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS, THE ACCESS TO AND USE OF THE WEBSITES (INCLUDING ANY THIRD-PARTY SERVICES, THE CONTENT OR POSTINGS) EXCEED THE HIGHER OF US$100 OR THE AMOUNTS YOU PAID TO FOUNDATION IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS SECTION 9 MAY NOT APPLY TO YOU. YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR MASS ARBITRATION AGAINST FOUNDATION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITES.
10. Indemnity
You will indemnify and hold the Foundation Representatives harmless from and against all claims, demands, actions, regulatory inquiries or investigations, damages, losses, costs and expenses (including legal fees and time and materials spent responding to any subpoena or other compulsory legal order or process) that arise from or relate to your use and access to the Websites (including any Third-Party Services, the Content Or Postings), and any breach of these Terms by you, including any use of the Websites other than as expressly authorized in these Terms. You agree that the Foundation Representatives will have no liability in connection with: (i) any such breach or unauthorized use or modification (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity, and you agree to indemnify the Foundation and all Foundation Representatives against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers' fees of the Foundation Representatives in connection therewith.
11. Release
To the fullest extent permitted by applicable law, you release the Foundation Representatives from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties (including without limitation Third Party Services). You expressly waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
12. Choice of Law
You agree that all matters relating to the access to, or use of, the Websites shall be governed by the laws of Cayman Islands applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws. Any dispute as to any matter arising under, out of or in connection with these Terms and the access and use of the Websites (including but not limited to any question regarding its existence, validity or termination) shall be referred to and finally and exclusively determined by arbitration in the Cayman Islands at the Cayman International Mediation and Arbitration Centre ("CI-MAC") in accordance with the Arbitration Rules of the CI-MAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The Tribunal shall consist of one arbitrator to be appointed by the Chairman (or equivalent position) of the CI-MAC. The language of the arbitration shall be English. The award by the arbitrator shall be valid, final and binding on each of the Parties. The Parties shall have the right to seek interim injunctive relief from a court of competent jurisdiction, both before and after the arbitrator has been appointed, at any time up until the arbitrator has made its final award. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Each Party shall be responsible for their respective attorneys' fees and expenses.
13. Termination of Use
If you breach any provision of these Terms, then you may no longer use the Websites. We, in our sole discretion, shall determine whether these Terms have been violated. You agree that we may, in our sole discretion, terminate or suspend your use of the Websites without notice, including your access to the Websites using your Invitation or User Account. Upon termination or suspension of your use of the Websites, regardless of the reasons therefore, your right to use the Websites immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your Invitation or User Account, and all information and files associated with the Invitation and/or bar any further access to such files or the Websites. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
14. General
These Terms constitute the entire agreement between us and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between us or our affiliates and you with respect to this subject matter. Notwithstanding the foregoing, if you and Foundation agree to a written agreement and such agreement expressly overrides these Terms, the provisions of such agreement will prevail. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect. No waiver of or consent to depart from the requirements of any provision of these Terms will be binding unless it is in writing and signed by Foundation. You and Foundation are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms. The provisions of these Terms will enure to the benefit of and be binding upon you and Foundation and its respective successors and assigns, and, if you are contracting as an individual, your heirs, executors, administrators and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without our express prior written consent, which may be withheld in our sole discretion. We may assign these Terms and our respective rights and obligations under these Terms without your consent. These Terms do not create or imply any partnership, agency, fiduciary, employment or joint venture relationship between you and the Foundation.
15. Notices
All notices to us shall be in writing and shall be made via email. Notices to us must be sent to the attention of our customer service representatives at contact@thea.ai. Notices to you may be sent, in our sole discretion, to the address or email address supplied by you as part of your membership. In addition, we may broadcast notices or messages through the Websites to inform you of changes to the Websites or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending. By agreeing to these Terms you consent and agree to Foundation sending your account-based information and alerts regarding your Foundation User Account by email, text and/or push notifications on your mobile device on a periodic basis.
16. Language
The parties have required that this agreement and all documents relating thereto be drawn up in English.