Your use of the OpenZeppelin Services is governed by this agreement (the "Terms"). As used herein, "OpenZeppelin", "we", "our" or "us" means zOS Global Limited, and/or its subsidiaries and affiliates to the extent involved in providing the OpenZeppelin Services, if at all. The "Services" mean the website located at https://openzeppelin.com/ as well as OpenZeppelin Contracts, OpenZeppelin Starter Kits and the OpenZeppelin SDK, including any related documentation, blog posts, forums, features, tools and other materials offered from time to time by OpenZeppelin.
1.2 In order to use the Services, you must first agree to the Terms. You agree to the Terms by using any Services. You understand and agree that OpenZeppelin will treat your use of the Services as acceptance of the Terms from that point onwards. Please read these Terms carefully and keep a copy of them for your reference.
PLEASE BE AWARE THAT THE DISPUTE RESOLUTION SECTION OF THESE TERMS BELOW CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION CLAUSE WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF CAYMAN ISLANDS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS.
Accessing the Services, including visiting the website, constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via the website, satisfy any legal requirement that such communications be in writing. The foregoing does not affect your statutory rights.
Please refer to the Data Privacy Notice found on the website for a complete explanation of how OpenZeppelin processes personal information. If you are under the age of 18, you may not use the website, unless you have the permission of your parent or guardian.
Risk of Regulatory Actions in One or More Jurisdictions
The Services could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of OpenZeppelin to continue to develop, or which could impede or limit your ability to access or use the Services.
By utilizing the Services, you represent and warrant that you understand the inherent risks associated with blockchain-based software systems. Any use or interaction with the Services requires a comprehensive understanding of computer science in order to appreciate inherent risks. You represent and warrant that you possess relevant knowledge and skills.
Third Party Services
The Services may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of OpenZeppelin and OpenZeppelin is not responsible or liable for the contents of any Linked Site, including without limitation any link or content contained in a Linked Site, or any changes or updates to a Linked Site. When you click on a link to a Linked Site, we may not warn you that you have left our Services and are subject to the terms and conditions (including privacy policies) of another website or destination. OpenZeppelin is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by OpenZeppelin of the site or any association with its operators. You use any Linked Sites at your own risk. When you leave the Services, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of the Linked Sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Certain Services made available via our website are delivered by third party sites and organizations. As with Linked Sites, OpenZeppelin has no control over such third party services, does not assume (and expressly disclaims) responsibility or liability for any such services or any content or other materials available from such third parties.
To the fullest extent permitted by applicable law, you release OpenZeppelin 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 acts or omissions of any third parties.
Prohibited Uses and Intellectual Property
As a condition of your use of the Services, you warrant to OpenZeppelin that you will not use the Services for any purpose that is unlawful or prohibited by these terms. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
The content included on our Services, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on our Services, is the property of OpenZeppelin or its licensors, contributors, and suppliers and is protected by copyright, trademark and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, licences, legends or other restrictions contained in any such content, as well as those automatically granted under applicable law.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Services, except as described in these Terms. OpenZeppelin content is not for resale. Your use of the Services does not entitle you to make any unauthorized use of any protected content, and you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of OpenZeppelin, or OpenZeppelin and the copyright owner, as the case may be. You agree that you do not acquire any ownership rights in any protected content.
Open Source Software
OpenZeppelin may make the source code for much of the software that supports our Services available for download as open source software. You agree to be bound by, and comply with, any license agreement that applies to this open source software. You will not indicate that you are associated with OpenZeppelin in connection with any of your modifications or distributions of this open source software.
The source code we release in connection with open source software is not part of the Services, and your use of that source code without interacting with our Services is not subject to these Terms. For clarity, though, when we host any software and enable you to access and use such software as a service through our websites and apps, then these Terms will apply to such access and use.
Notice and Procedure For Making Claims of Copyright Infringement
If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide a written notice (email@example.com ) containing 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 Services;
- 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 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.
The Services may be accessed from countries around the world and may contain references to Services and content that are not available in your country. OpenZeppelin makes no representations that the Services are appropriate or available for use in other locations. You may not use the Services if you are a person barred from using the Services under the laws the country in which you are resident or from which you use the Services. Those who access or use the Services or content do so at their own volition and are responsible for compliance with local law.
You agree to indemnify, defend and hold harmless OpenZeppelin, its officers, directors, employees, agents, affiliates and other third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Services, any content, applications, postings, contributions or submissions made by you or other users, your violation of any these Terms or your violation of any rights, including intellectual property rights, of a third party, or your violation of any applicable laws, rules or regulations. OpenZeppelin reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with OpenZeppelin in asserting any available defenses.
Disclaimer of Certain Liabilities
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. OPENZEPPELIN AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SERVICES AT ANY TIME.
OPENZEPPELIN AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND. OPENZEPPELIN AND/OR ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPENZEPPELIN, OPENZEPPELIN'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AFFILIATES, SUCCESSORS AND ASSIGNS, AND/OR OPENZEPPELIN'S AFFILIATES, LICENSORS AND SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF OPENZEPPELIN OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
Dispute Resolution; Binding Arbitration
Any dispute, claim, suit, action, cause of action, demand or proceeding arising out or in connection with these Terms (any of the foregoing occurrences, a "Dispute"), or the breach, termination or invalidity thereof shall first be endeavored to be settled through amicable negotiations in good faith by you and OpenZeppelin. If you and OpenZeppelin cannot agree how to resolve such Dispute within thirty (30) consecutive calendar days after the date a notice with respect to such Dispute is received by the other party, then either you or OpenZeppelin may, as appropriate, commence an arbitration proceeding. Such Dispute shall subsequently (and exclusively) be submitted to three arbitrators. The nomination of the arbitrators and the rules of arbitration shall be in accordance with the Rules of Arbitration of Cayman Islands. The seat of the arbitral tribunal shall be Cayman Islands. Language of the proceedings shall be English. The arbitral award is final and binding upon the parties. The arbitration fees will be borne by the losing party except otherwise awarded by the arbitral tribunal. The parties undertake to carry out the arbitral award in accordance with the modalities of said reward. Any Dispute that is not or cannot be subject to arbitration will be resolved by the courts of Cayman Islands.
To the extent it has ability to do so, OpenZeppelin may terminate your access to a specific portion of the Services or any portion thereof at any time, without notice.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and OpenZeppelin as a result of these Terms or use of the Services. OpenZeppelin's performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of OpenZeppelin's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services, or information provided to or gathered by OpenZeppelin with respect to such use. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
Unless otherwise specified herein, these Terms constitute the entire agreement between you and OpenZeppelin with respect to the Services and these Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and OpenZeppelin with respect to the Services. A printed version of the most recent version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. These Terms were drafted in the English language and such English language version of these Terms shall control any interpretation of these Terms.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without OpenZeppelin's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. OpenZeppelin shall be free to assign these Terms without notice or consent in connection with an acquisition of stock or assets, merger, or other corporate reorganization.
Changes to Terms
OpenZeppelin reserves the right, in its sole discretion, to change these Terms. The most current version of these Terms will supersede all previous versions. OpenZeppelin encourages you to periodically review these Terms to stay informed of our updates.
These Terms are not boilerplate. If you disagree with any of them, believe that any should not apply to you, or wish to negotiate these Terms, please contact us at firstname.lastname@example.org and immediately navigate away from the Services. Do not use the Services until you and OpenZeppelin have agreed upon new terms of service.