Activar.io | Asset encapsulation technologies for digital marketplaces

General Conditions

Thank you for your interest in ACTIVAR.IO, (“ACTIVAR.IO,” “we,” or “us”) and our website, networks, application programming interface, and other services provided by us (collectively, our “Service”). These Terms of Service are a legally binding contract between you and ACTIVAR.IO regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY ENTERING INTO AN ORDER FORM WITH ACTIVAR.IO OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE ACTIVAR.IO PRIVACY POLICY (TOGETHER, THE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service.

These Terms provide that all disputes between you and ACTIVAR.IO will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 21 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any disputes with ACTIVAR.IO.

1. ACTIVAR.IO Overview

ACTIVAR.IO processes assets for new models of distributed economy, through smart contract technologies, tiketization, tokenization and blockchain infrastructures. We do asset encapsulation technologies for digital marketplaces, thru a proprietary technologies, contract models and blockchain tokenization oriented procedures.

2. Eligibility

By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service follows all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

3. Accounts and Registration

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at our Contact box.

4. End Users

Certain features of the Service allow you to interface and collect data from your end users. You are responsible for your end users, including: (a) any behavior by your end users that affects the Service, or otherwise violates these Terms; (b) informing your end users you are using a third-party Service to collect their data; and (c) any inability by end users to use the Service. Please note that while we offer the option for you to record calls, if you choose to use this service, then you must comply with all state and federal laws, regulations and rules prior to recording any telephone calls and you expressly warrant and represent to ACTIVAR.IO that you shall always comply. You understand that the Service is not intended to support or carry emergency calls to any emergency services such as public safety answering points. You acknowledge that it is your responsibility to ensure that you have an alternate means to send and receive emergency calls. We make no representations or warranties with respect to call recording and recommend that you always secure consent before recording.

5. Availability

We will use reasonable efforts to make the Service available according to the terms of our Services Level Agreement, included in our documentation. Please read the SLA to understand our standards of availability.

6. Licensing

Subject to your complete and ongoing compliance with these Terms and any additional terms included with a service agreement, ACTIVAR.IO grants you a limited, personal, worldwide, royalty-free, non-exclusive, non-sublicensable, and nontransferable license to: (a) use a reasonable number of copies of any documentation provided as part of the service agreement (“Documentation”).

7. Fees of Service

Access to the Service, or to certain features of the Service, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. If ACTIVAR.IO changes the fees for the Service, including by adding additional fees or charges, ACTIVAR.IO will provide you advance notice of those changes. If you do not accept the changes, ACTIVAR.IO may discontinue providing the Service to you.

8. User Content

Certain features of the Service may permit users, including end users, to upload content to the Service, including messages, photos, video, images, folders, data, text, and other types of works (“User Content”). You, or your end user, as applicable, retain copyright and any other proprietary rights that you may hold in the User Content that you upload to the Service.

9. Prohibited Conduct

BY USING THE SERVICE, YOU AGREE NOT TO:
Use the Service for any illegal purpose or in violation of any local, state, national, or international law;
Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
Post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
Interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
Interfere with the operation of the Service or any user’s enjoyment of the Service;
Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying any data;
Sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 14) or any right or ability to view, access, or use any Material; or
Attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.

10. Third-Party Services and Linked Websites

To provide certain components of the Service, we have integrated with certain third parties to provide background functionality upon which the Service relies to function properly, including but not limited to such service providers as Amazon Web Services, Twilio, Firebase, and others (“Service Providers”). High speed Internet and enough cellular connectivity are required for proper use and transmission of the Service. You, your users and your customers (as applicable) are responsible for procuring and maintaining the network connections that connect your systems and network to the Service, including the network connectivity of all mobile devices. We are not responsible for any compromise of data, including Materials transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by ACTIVAR.IO. We assume no responsibility for the reliability or performance of any connections as described in this section. While the systems and services of the Service Providers are generally reliable and robust, we cannot guarantee that they will not fail in a manner that renders certain components or all the Service unusable by you. ACTIVAR.IO is not responsible for such failure and outages due to the failure of the systems or services of such Service Providers. ACTIVAR.IO sole liability and responsibility in the event of such failure is to work with the Service Providers to restore Service functionality in accordance with the SLA. ACTIVAR.IO may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on ACTIVAR.IO with an account on the third party service, such as Zendesk or Salesforce, or through our implementation of third party buttons (such as Facebook “like” or “share” buttons). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.

11. Termination of Use; Discontinuation and Modification of the Service.

You may terminate your account and subscription to the Service as of the end of your then current subscription term under the order form between you and ACTIVAR.IO by contacting us at our Contact box or by email on or prior to the date thirty (30) days preceding the end of such subscription term. Unless your account and subscription to the Service is so terminated, your subscription to the Service will renew for a subscription term equivalent in length to the then expiring subscription term. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Service. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, ACTIVAR.IO may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.

12. Privacy Policy; Confidentiality; Additional Terms

12.1 Privacy Policy
Please read the ACTIVAR.IO Privacy Policy for information relating to our collection, use, storage and disclosure of your personal information. The ACTIVAR.IO Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
12-2. Confidentiality
“Confidential Information” means any information (including any and all combinations of individual items of information) disclosed to you by ACTIVAR.IO, either directly or indirectly in writing, orally or by inspection of tangible objects (including, without limitation, research, product plans, products, services, equipment, 6 customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure; provided, however, that Confidential Information shall not include any information that you can establish: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to you by ACTIVAR.IO; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to you by ACTIVAR.IO through no action or inaction by you; or (iii) is in your rightful possession without confidentiality obligations at the time of disclosure to you by ACTIVAR.IO as shown by your then-contemporaneous written files and records kept in the ordinary course of business; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception. Confidential Information may also include information of a third party that is in ACTIVAR.IO’s possession and is disclosed to you in connection with your use of the Services. You shall always use your best efforts to preserve and protect the confidentiality of the Confidential Information, until such time as all Confidential Information disclosed hereunder becomes publicly known or made generally available through no action or inaction by You. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without ACTIVAR.IO’s prior written consent. You shall not use any Confidential Information other than in connection with your proper and legitimate use of the Services. You shall notify ACTIVAR.IO in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of these Terms of Use and will cooperate with ACTIVAR.IO in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify ACTIVAR.IO prior to such disclosure to allow ACTIVAR.IO an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with ACTIVAR.IO in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
12-3. Additional Terms
Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on the Service, subject to Section 13. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

13. Modification of these Terms

We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be notified of the changes, and may be required to accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

14. Ownership; Proprietary Rights

The Service is owned and operated by ACTIVAR.IO. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by ACTIVAR.IO are protected by intellectual property and other laws. All Materials included in the Service are the property of ACTIVAR.IO or our third-party licensors. Except as expressly authorized by ACTIVAR.IO, you may not make use of the Materials. ACTIVAR.IO reserves all rights to the Materials not granted expressly in these Terms.

15. Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant ACTIVAR.IO an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

16. Indemnity

You are responsible for your use of the Service, and you will defend and indemnify ACTIVAR.IO and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “ACTIVAR.IO Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

17. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE ACTIVAR.IO ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ACTIVAR.IO ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

18. Limitation of Liability

IN NO EVENT WILL THE ACTIVAR.IO ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ACTIVAR.IO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 21.4(iii), THE AGGREGATE LIABILITY OF THE ACTIVAR.IO ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO ACTIVAR.IO FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and ACTIVAR.IO agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for the purpose of litigating any dispute. We operate the Service from our offices in different jurisdictions, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

20. General

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and ACTIVAR.IO regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 2 through 4, and 6 through 22, along with the Privacy Policy and any other accompanying agreements, will survive.

21. Dispute Resolution and Arbitration

In the interest of resolving disputes between you and ACTIVAR.IO in the most expedient and cost-effective manner, you and ACTIVAR.IO agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ACTIVAR.IO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

22. Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

23. Contact Information

The Service is offered by ACTIVAR.IO, located in different jurisdictions. Please, see your local agreement for contact details, or contact us directly using our Contact box or by email.

Thank you for your interest in ACTIVAR.IO.