Terms and Conditions for Integrator:
1. General
These terms and conditions (“Terms”) are entered into by and between you (“Integrator”, “you”, or “your”) and [Bunzz Pte. Ltd.] (“Bunzz”, “we”, “us”, or “our”), a company incorporated under the laws of [Singapore].
These Terms govern your integration of our widget ("Widget") for our AnyAlt Product which facilitates user's interactions with independent external parties that offer services for the exchange of fiat currency to digital tokens, or between a variety of digital tokens, provided by Bunzz ("Product") into your website, application or product ("App Etc.").
Within these Terms, "Party" refers to either Integrator or Bunzz individually, and "Parties" refers to both Integrator and Bunzz collectively.
By implementing Widget into your App Etc. in any manner, Integrator agrees that: (i) Integrator has read and understood these Terms; and (ii) Integrator shall be bound by these Terms, which establish legally binding agreements between Integrator and Bunzz.
We retain the exclusive right to alter or update these Terms at our discretion from time to time. Any changes to these Terms will become effective immediately once the updated Terms are available through our website at [AnyAlt’s website address]. By continuing to integrate Widget into your App Etc. after such updates, Integrator is considered to have consented to and accepted the revised Terms.
2. Widget
Widget allows Integrator to integrate a user interface to access and use our Product into your App Etc. Integrator hereby acknowledges and confirms that (i) Integrator nor Bunzz will never hold or manage fiat currency or digital tokens of users of our Product ("User(s)") in Widget or Product, and (ii) Integrator nor Bunzz never engages in transactions with User directly nor indirectly. Furthermore, Integrator nor Bunzz will not assume control, custody, or exert any direct influence over fiat currency or digital tokens of User at any time.
3. Representations and Warranties
In interacting Widget, Integrator makes the following representations and warranties:
3.1.
Integrator is not, and will not provide any services into which Widget is integrated, to the person or entity which is (a) the subject of economic or trade sanctions administered or enforced by any governmental or international authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury), (b) a citizen, resident, or organised in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States or any other governments, or any international authorities, (c) a resident, or incorporated or operated in the United States of America and its territories and possessions, Singapore or Japan, or (d) a resident, or incorporated or operated in any jurisdiction in which the use of our Product are prohibited or would be subject of licensing, permissions or approvals;3.2.
Integrator has the full right, power, and authority to enter into and comply with these Terms;3.3.
Integrator is responsible for ensuring compliance with the laws of any jurisdiction applicable to Integrator in relation to Integrator’s integration of Widget and acknowledge and agree that Bunzz is not liable for Integrator’s compliance or non-compliance with any such laws;3.4.
Access or use of our Product through Widget by users of your App Etc. ("App User(s)") is governed by our Terms and Conditions for Users (the “User Terms”). You must ensure App Users comply with the User Terms. If they don’t, you’re liable for any harm or loss, whether directly or indirectly, that we suffer as a result, regardless of whether the harm or loss was foreseeable;3.5.
Integrator shall not be entitled to any profit share or participation in reward schemes in connection with the integration of Widget, unless expressly agreed upon in a separate written agreement between the Parties; and3.6.
Any and all information Integrator has provided and will provide to Bunzz is true, accurate, complete, and not misleading.Each and all of Integrator’s above representations and warranties are true, complete, accurate and not misleading from the time of Integrator’s acceptance of these Terms until Integrator cease integrating Widget into your App Etc.
4. Obligations and Prohibitions
4.1 Integrator shall not:
(i) copy, modify, alter, create derivative works, reverse engineer, decompile, or disassemble Widget or our Product; (ii) remove any trademark, copyright, trade secret proprietary notices, other statements on Widget or the documentation we provide to you; (iii) disclose the results of any performance, functional or other evaluation relating to Widget to any third party, or use it for anything unlawful, criminal or fraudulent purposes; (iv) engage in any form of marketing or promotional activity that relates to Widget or our Product using our brand without prior written approval of any such activity by Bunzz; and4.2 Integrator shall:
(i) inform us of any material changes to your App Etc. at least 30 days before the change takes effect. We reserve the right to terminate the agreements between you and us formed by these Terms immediately on notice in the event of any material change to App Etc.; and (ii) immediately on request from Bunzz remove Widget from your App Etc., or any other channel or platform when the agreements between you and us formed by these Terms are terminated.5. Termination
5.1.
Bunzz may restrict, suspend, or terminate Integrator’s integration of Widget at any time for any reason and to such extent at Bunzz’s sole discretion.5.2.
Neither Bunzz nor any of our Affiliates (defined below) will have any liability whatsoever to Integrator for any such restriction, suspension and/or termination or for any action taken by Bunzz or any of our Affiliates to implement such restriction, suspension or termination.For purposes of these Terms, “Affiliates” of an entity means (i) all entities directly or indirectly controlling, controlled by or under common control with such entity, and (ii) shareholders, directors, officers, employees, advisors, representatives and agents of such entity and of the entities described in (i) above.
5.3.
These Terms shall remain in effect to the extent applicable by their nature, notwithstanding any such restriction, suspension, or termination.6. Disclaimer
In integrating Widget into your App Etc., Integrator acknowledges and agrees that:
6.1.
Widget is provided on an “as-is” and “as available” basis, and Bunzz expressly disclaims any and all representations, warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Neither Bunzz nor any of its Affiliates is responsible or liable for any error, delay, interruption, inaccuracy of data in, or lack of access to Widget or our Product.6.2.
To the extent that applicable law requires or imposes any representation, warranty or condition with respect to Integrator's integration of Widget into your App Etc., all such representation, warranty or condition is limited in duration to thirty (30) days from the date you integrate Widget into your App Etc. for the first time.7. Limitation of Liability
7.1.
Bunzz and its Affiliates will not be liable to Integrator or any third party for any lost profits, lost data, or any indirect, consequential, exemplary, incidental, special, or punitive damages that arise from Integrator's integration of Widget into your App Etc., to the maximum extent the law permits. This applies even if Bunzz or any of its Affiliates have been informed about the possibility of such damages. In no event shall Bunzz or its Affiliates be held liable for any damages or liabilities arising from or related to Integrator's integration of Widget into your App Etc. whether pursuant to these Terms or whether for any cause whatsoever and regardless of the form of the action.7.2.
It is Integrator's responsibility and choice to integrate Widget into your App Etc. Integrator will assume all responsibility for any harm to their device or computer system, or any data loss that is caused by such integration.7.3.
Bunzz and its Affiliates will not be held liable for any loss or damage that results from your App User's inability to secure their private keys or login details to their wallet, nor for any unauthorized access or transactions that may involve your App User's wallet.7.4.
When some jurisdictions do not allow the limitation of liability above, the total liability of Bunzz and any of its Affiliates to Integrator for any claim by Integrator for damages or liabilities arising from or related to Integrator’s integration of Widget into your App Etc. whether pursuant to these Terms or whether for any cause whatsoever and regardless of the form of the action, will at all times be limited to USD100 in total, to the maximum extent permitted by applicable law. The existence of more than one claim by Integrator will not enlarge this limit.8. Indemnification
8.1.
Integrator shall indemnify and hold Bunzz and any of its Affiliates (collectively, “Indemnified Party”), harmless, including costs and attorneys’ fees, from any loss, claim or demand that arises from or related to: - Integrator’s integration of Widget into your App Etc.; - Integrator’s breach of these Terms; and - Integrator’s violation of laws or regulations applicable to Integrator’s integration of Widget into your App Etc.8.2.
The relevant Indemnified Party reserves the right, at Integrator’s cost, to assume the exclusive defence and control of any matter for which Integrator is required to provide indemnification. Integrator shall cooperate in the defence of these claims. Integrator shall not settle any matter without the prior written consent of the relevant Indemnified Party.9. Intellectual Property
Bunzz owns all intellectual property and other rights in Widget or our Product and its respective contents, including, but not limited to, software, p, images, trademarks, service marks, copyrights, patents, and designs. Integrator shall not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile any of Widget or our Product for any purpose other than as expressly permitted pursuant to these Terms. Except as set forth in these Terms, Bunzz grants Integrator no rights to any of Widget or our Product, including any intellectual property rights.
10. General
10.1.
Entire Agreement These Terms (together with our Privacy Policy) constitute the entire agreement between Integrator and Bunzz regarding Integrator’s integration of Widget into your App Etc.10.2.
Severability If any provisions of these Terms are found by any court or tribunal of competent jurisdiction to be invalid, void, unlawful or unenforceable under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.10.3.
Relationship of Parties Nothing contained in these Terms will be deemed to be construed as creating a partnership or an agency relationship or joint venture between Integrator, Bunzz and/or any of our Affiliates.10.4.
Assignment These Terms, and Integrator’s rights under these Terms, may not be assigned, Bunzz’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Bunzz may freely assign these Terms and our respective rights thereunder.10.5.
Waiver A waiver by Bunzz of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Bunzz and shall apply only to the circumstances for which it is given. Failure of Bunzz to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy, and no single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.10.6 No Third-Party Rights
Save for Bunzz’s Affiliates who shall have the rights and benefits to the extent accorded thereto under these Terms, any person who is not a Party shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any of these Terms.10.7 Governing Law and Jurisdiction
The Parties agree that the laws of Singapore, without regard to principles of conflict of laws, govern these Terms and any dispute or claim between the Parties.Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
Integrator undertakes not to initiate or participate, and waives the right to participate in, any class action lawsuit or a class-wide arbitration against Bunzz and its Affiliates in relation to Integrator’s integration of Widget into your App Etc.