Terms Of Service
BY CLICKING ON THE “I ACCEPT” BUTTON, DOWNLOADING THE SOFTWARE, COMPLETING THE REGISTRATION PROCESS AND/OR BROWSING THE SITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH NEEDLY, INC, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY ON FOR WHOM YOU ARE USING THE SERVICES. THE TERM “YOU” REFERS TO YOU INDIVIDUALLY OR THE LEGAL ENTITY ON WHOSE BEHALF THE SERVICES ARE USED, AS APPLICABLE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
LIMITATION OF LIABILITY.
DISCLAIMER. IN NO EVENT WILL NEEDLY, INC BE LIABLE FOR ANY LOST PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT NEEDLY INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED.
Needly Inc may modify these Terms at any time and in our sole discretion. If we do so, we will change the “Last Updated” date at the beginning of these Terms and, as available, inform you through or within the Services. By Continuing to use the Site or Services following the release of updated Terms you consent to such updated Terms. We invite you to check this page regularly for updates to the Terms.
Use of the Services.
The Software, the Site, the Services, and the information and content available therein (“Needly Inc Content”) are protected worldwide by copyright laws. Subject to the Terms, Needly Inc grants you a limited license to reproduce portions of Needly Inc Content solely as required to use the Services for your personal purposes. Unless otherwise specified by Needly Inc in a separate license, your right to use any Needly Inc Content is subject to these Terms.
Needly Inc is not a bank or financial institution and does not provide investment or financial advice or consulting services to users of the Services. We are solely the provider of the Services.
1.1 – Needly Inc Software. Use of the Software (EOS Lynx Wallet or other) is governed by these Terms. Needly Inc delivers the Software via download and Needly Inc will not provide you with any tangible copy of the Software. Subject to your compliance with the Terms, Needly Inc grants you a non-assignable, non-transferable, non-sub-licensable, revocable, and non-exclusive license to use the Software on computers you own or control solely for your personal purposes.
Because the Software is locally installed, you are responsible for the security of the device on which it is installed, including ensuring that you keep anti-virus software current, all patches and fixes offered by vendors, and otherwise protect the device on which the Software is installed against malware by all means.
Needly Inc is not responsible for any loss or damages – including loss of funds or lockout from accounts accessed via the Software – resulting from your failure to keep the device on which the Software is installed safe and free of any malware.
Needly Inc cannot recover passwords or unlock account information stored on the Software in any circumstances, including if the Software is compromised by malware on your computer, and it is your sole responsibility to take all reasonable precautions to secure and backup your copy of the Software and the information stored on it.
1.2 – Updates. The Software and Services are evolving and you may be required you to accept or install updates to the Software or Services, or update third party software (i.e., browsers or OS) in order to keep using the Software or Services or access their latest features, including security updates. We may update the Software and Services at any time, without providing notice.
1.3 – Third-Party Services. The Services may incorporate, or may provide access to, applications or materials that are hosted by another party, including the EOS network and Block Producer Candidates information sources, (collectively, “Third-Party Services”). You agree that it is impossible for Needly Inc to monitor Third Party Services and that you access them at your own risk. Do not share any credential, private key, or other sensitive information with any third party without validating their legitimacy. To the extent Third Party Services incorporated into or linked to from the Services (i.e., communications functionality) have terms that differ from these Terms, you may be required to agree to those terms in order to access the Third-Party Service. We do not control the terms, policies, or performance of any third party, and are not responsible for any performance, or failure to perform, of any Third-Party Services, including with respect to exchange rates, processing of transactions, and similar activities.
1.5 – Necessary Equipment and Software. You must provide all equipment and software necessary to connect to use the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing or using the Services.
2.1 – Generally. Needly Inc and its suppliers own all right, title and interest in and to the Site, Services, Software, and Needly Inc Content. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, the Services, or Needly Inc Content.
2.2 – Trademarks. Needly Inc and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Needly Inc and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Site or Services are the property of their respective owners.
2.4 – User Content. You own your User Content. By posting, displaying, sharing or distributing User Content on or through the Services, you grant us, and any Third Party Services used in connection with the Services, a nonexclusive license to use the User Content solely for the purpose of operating the Services. Except as prohibited by applicable law, we may disclose any information in our possession (including User Content) in connection with your use of the Services, to (a) comply with legal process; (b) enforce these Terms, (c) respond to your requests for customer service, or (d) protect the rights, property or personal safety of Needly Inc, our employees, directors or officers, partners and agents, or members of the public.
2.4 – Feedback. You may provide ideas, suggestions, documents, and/or proposals about the Services to Needly Inc through any means (“Feedback”), and you grant Needly Inc a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and sublicensable right and license to use Feedback for any legitimate purpose.
3. User Conduct.
You may not use the Services for any purpose that is prohibited by the Terms or applicable law. You will not (and will not permit any third party to) take any action or make available any content on or through the Services that: (a) infringes any intellectual property rights of any person or entity; (b) is unlawful, threatening, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or offensive; (c) is unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Needly Inc; (f) interferes with the proper functioning of the Services; (g) engages in any potentially harmful acts directed against the Services, including violating any security features of the Services, introducing viruses, worms, or similar harmful code into the Services; or (h) attempts to do any of the foregoing.
The Services may contain links to third-party websites and applications (collectively, “Third-Party Properties”). When you click on a link to a Third-Party Property, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or application. Needly Inc provides these Third-Party Properties only as a convenience and does not make any representations with respect to Third-Party Properties, or their products or services. You use Third-Party Properties at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Properties, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You agree to indemnify and hold Needly Inc, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Needly Inc Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Services; (b) your violation of the Terms; (c) your violation of any rights of another party, including any other users of the Services; or (d) your violation of any applicable laws, rules or regulations. Needly Inc may, at its own cost, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Needly Inc in asserting any available defenses. This provision does not require you to indemnify any Needly Inc Party for any fraud, gross negligence, or willful misconduct in connection with the Services.
6. Term and Termination.
6.1 – Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect for so long as you access or use the Site, Services, or Software, unless terminated earlier in accordance with this Section.
6.2 – Termination by Needly Inc. Needly Inc may, at any time and for any reason, cease providing any or all of the Services, and/or terminate the Terms. Without limiting the foregoing, we may also terminate your access to any or all of the Services If you materially breach any provision of the Terms, or if Needly Inc is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful).
6.3 – Termination by You. Except as set forth in Section 6.4, these Terms will be of no further force and effect with respect to you if you cease all use of the Services and Software and no longer visit the Site.
6.4 – Effect of Termination. Upon termination of any Service, your right to use such Service will automatically terminate immediately. Needly Inc will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms which by their nature should survive termination of Services will do so, including Sections 2, 5, 6.4, 7 and 8.
7. Disclaimer of Warranties.
7.1 – As Is. THE SITE, SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND Needly Inc EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE, SERVICES, AND SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ALL RISK OF USE OF THE SITE, SERVICES, AND SOFTWARE RESTS ENTIRELY WITH YOU.
7.2 – Beta Releases. FROM TIME TO TIME, NEEDLY INC MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES, WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT NEEDLY INC’ SOLE DISCRETION.
7.3 – Third Party Conduct. NEEDLY INC IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD NEEDLY INC LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON OR ACCESSED VIA THE SERVICES, INCLUDING OPERATORS OF THIRD PARTY SERVICES AND THIRD-PARTY PROPERTIES AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
7.4 – Cap on Liability. UNDER NO CIRCUMSTANCES WILL NEEDLY INC BE LIABLE TO YOU FOR DAMAGES ARISING OUT OF THE SERVICES.
8. General Provisions.
8.1 – Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Needly Inc’ prior written consent.
8.2 – Force Majeure. Needly Inc will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
8.3 – Electronic Communications. Communications between you and Needly Inc use electronic means, whether made via the Site or Services or sent via e-mail, or whether Needly Inc posts notices on the Site or Services. For contractual purposes, you (1) consent to receive communications from Needly Inc in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Needly Inc provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
8.4 – Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Site, Services or Software, please contact us at: firstname.lastname@example.org
8.5 – Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
8.6 – Severability. If any portion of these Terms is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
8.7 – Notice. Where and If Needly Inc requires that you provide an e-mail address, you are responsible for providing Needly Inc with your most current e-mail address. In the event that the last e-mail address you provided to Needly Inc is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Needly Inc’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
8.8 – Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Needly Inc are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Needly Inc products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
8.9 – Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
8.10 – Governing Law and jurisdiction. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE UNITED STATES, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Needly Inc agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the courts located in the city of Los Angels, California, United States.
Version 1.0 updated on Jun 20, 2018.