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TermsAndConditions.html
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<!doctype html>
<html lang="en">
<head>
<link rel="icon" href="data:,">
<link rel="stylesheet" href="style.css">
<meta charset="utf-8">
<meta http-equiv="X-UA-Compatible" content="IE=edge">
<meta name="viewport" content="width=device-width,initial-scale=1">
<base target="_blank" rel="noopener noreferrer">
<title>20[ ] - Terms of Service</title>
</head>
<body>
<h1>20[ ] Terms of Service</h1>
<p>Last updated on 01 March 2023</p>
<p>These Terms of Service (the “<strong>Terms</strong>”) create a binding agreement between you (“<strong>you</strong>” or the “<strong>Company</strong>”) and 20squares UG (“<strong>20squares</strong>”, “<strong>20[ ]</strong>” “<strong>we</strong>”, “<strong>us</strong>”). We are a limited liability company, registered in Germany under the company number HRB 746284, and a registered office at Julius-Hatry-Straße, 1 - 68163 Mannheim, Germany.</p>
<ol>
<li><h2>Scope</h2>
<ol>
<li>
By using any service offered by us, whether through <code>https://20squares.xyz</code> (the “<strong>Site</strong>”), or any associated website or as further described below in Section 2 and 3 below (collectively, the “<strong>Services</strong>”), you agree that you have read, understood, and accept all of these Terms, including Work Packages, policies and other legal documents incorporated herein by reference, as amended from time to time.
</li>
<li>
These Terms become effective as of the date of the invoice (“<strong>Effective Date</strong>”) issued by us to you. Upon completing payment for the invoice and utilising our services (defined below), you agree to be bound by these Terms. If you do not agree with this Terms, you must not and are not authorised to receive, use or make use of any of our services. We may change the Terms from time to time. We will publish all changes to these Terms on the Site and you will be bound by those changes and new terms next time you complete a payment and/or use our Services.
</li>
<li>
If you do not agree to those changes you must not use our Services. You can always ask us for the Terms, which were in force when you used the Services by writing to us. You are advised to check and ensure that you agree to the latest updated version of these Terms every time you are making a payment and using our Services.
</li>
<li>
You can contact us by writing to <code>info[at]20squares[dot]xyz</code>.
</li>
<li>
A history of the changes to these Terms can be consulted by looking at the website commit history, at <code>https://github.com/20squares/20squares.github.io</code>.
</li>
</ol>
</li>
<li><h2>20[ ] Services</h2>
<p>
20[ ] primarily offers the following Services:
</p>
<ul>
<li>
Developing and employing of Compositional Game Theory tools, defined and implemented by 20[ ] as described on the Site;
</li>
<li>
Modelling incentive mechanisms for staking protocols and computing their cost of equilibrium;
</li>
<li>
Exploring advanced economic exploits and economic bounds in which a smart contract operates as intended;
</li>
<li>
Conducting research, analysis and consultations regarding maximal extractable value (“<strong>MEV</strong>”).
</li>
</ul>
</li>
<li><h2>Engaging with 20[ ]</h2>
<ol>
<li>
All Services are provided to you on the basis of a set of Work Packages (“<strong>WPs</strong>”) which shall specify any and all deliverable items associated with the Services to be performed thereunder (the “<strong>Deliverables</strong>”). The WPs should further address the following areas:
<ul>
<li>
Project description;
</li>
<li>
Scope of Services;
</li>
<li>
Nature of every Deliverables;
</li>
<li>
Specifications for Services and Deliverables and acceptance criteria;
</li>
<li>
Price, payment and delivery schedules;
</li>
<li>
Project coordination.
</li>
</ul>
</li>
<li>
Each WP shall be executed and delivered on behalf of each of the Parties hereto. In the event of any conflict or inconsistency between any WP and these Terms, the terms and conditions of the specific WP shall prevail. 20[ ] will perform such obligations to the best of its ability, and with competence and diligence, for the sole benefit of your Company.
</li>
<li>
20[ ] shall be responsible for the supervision and direction of the work by its consultants and independent contractors. 20[ ] will inform you of the name of the individual responsible for supervising the provision of the Services and the identities of the entities and/or individuals executing the Work Package.
</li>
<li>
You acknowledge and agree that the WPs are a project of first impression and require original and unique solutions which may or may not be successful in certain respects. You further acknowledge and agree that any failure as to any particular aspect of the required Deliverables, in the absence of negligence, shall not constitute a material breach of the Terms and/or WPs.
</li>
<li>
You acknowledge and agree to fully engage with 20[ ] and be fully bound by these Terms upon your acceptance of the WPs and payment of the Invoice as specified by 20[ ] (the “<strong>Engagement</strong>”).
</li>
</ol>
</li>
<li><h2>Relationship between you and 20[ ]</h2>
<ol>
<li>
It is expressly agreed that 20[ ] shall retain 20[ ]’s individual professional status and that 20[ ] is an independent contractor. Neither these Terms nor 20[ ]’s provision of Consultancy Services shall create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee between the Company and 20[ ].
</li>
<li>
20[ ] shall use 20[ ]’s own discretion in performing the tasks assigned, subject to the general direction of the Company and subject to the express condition that 20[ ] shall at all times comply with applicable law. Nothing herein is intended to preclude 20[ ]’s simultaneous or subsequent engagement by third parties, provided only that any such engagement and the provision of services in connection therewith do not interfere with 20[ ]’s obligations and are consistent with 20[ ]’s duties as defined herein.
</li>
<li>
20[ ] will not be eligible for any Company employee benefits and the Company will not make deductions from its fees to 20[ ] for taxes, insurance, bonds or any other subscription of any kind. 20[ ] acknowledges and agrees that he is obligated to report as income and make all applicable tax payments in a timely manner on all compensation received by 20[ ] pursuant to these Terms.
</li>
<li>
20[ ] agrees to indemnify, hold harmless and defend the Company to the extent of any obligation imposed on the Company to pay any withholding taxes, social security, workers’ compensation, unemployment or disability insurance or similar items, including interest and penalties thereon, in connection with any payments made to 20[ ] by the Company pursuant to these Terms or imposed upon the Company in the event 20[ ] is determined not to be an independent contractor.
</li>
</ol>
</li>
<li><h2>Limitation of Liability</h2>
<ol>
<li>
Nothing in these Terms shall limit or exclude our liability to you for fraudulent misrepresentation or for any other liability that, by law, may not be limited or excluded.
</li>
<li>
In no event shall we be liable to you for any losses, including any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, business, business opportunities, revenue, turnover, reputation, goodwill or other similar losses, whether based on contract, tort or breach of statutory duty however arising).
</li>
<li>
Subject to the aforementioned limitations and without limiting the foregoing, any total aggregate liability arising in connection to these Terms shall in all circumstances be strictly limited to losses that were reasonably foreseeable and shall be limited to (i) EUR 500 or (ii) the amounts paid by you to us, if any, in connection with the Services during the twelve (12) month period immediately preceding the applicable claim or related set of claims.
</li>
<li>
We shall not be liable for any delay in Delivery caused by your failure to provide 20[ ] with adequate delivery instructions or any other instructions that are relevant to the supply of the Work Products, Services or caused by your failure to comply with the Terms herein. Any delay in providing 20[ ] with prompt, accurate and clear instructions resulting in lack of Deliverables or failure to provide you with the Service, will be your own responsibility. You further agree that you will be liable for any losses sustained by us as a result of your breach of these Terms and will compensate us in full for any such losses.
</li>
<li>
We will not be responsible for any loss as a result of third party activity, system failure or any mistakes, errors and failures resulting from operations made in conjunction with third parties. If any damage or losses are incurred as a result of your actions or those of a third party, we will not be held liable.
</li>
</ol>
</li>
<li><h2>Indemnification</h2>
<ol>
<li>
Each party (the "<strong>Indemnifying Party</strong>") agrees to indemnify, defend and hold harmless the other party (the "<strong>Indemnified Party</strong>") from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach by the Indemnifying Party of any representation, warranty or covenant contained in these Terms, or any negligent or willful act or omission of the Indemnifying Party or its agents, employees, representatives or contractors in connection with the performance of these Terms.
</li>
<li>
The Indemnified Party agrees to indemnify, defend and hold harmless the Indemnifying Party from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach by the Indemnified Party of any representation, warranty or covenant contained in these Terms, or any negligent or willful act or omission of the Indemnified Party or its agents, employees, representatives or contractors in connection with the performance of these Terms.
</li>
<li>
Both parties agree to promptly notify the other party in writing of any claim, demand, suit or proceeding for which indemnification may be sought under this clause, and to cooperate in the defence of any such claim, demand, suit or proceeding.
</li>
<li>
We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you pursuant to this Section and, in such case, you agree to cooperate with us in the defence of such matter.
</li>
<li>
The indemnity set out herein is in addition to, and not in lieu of, any other remedies that may be available to us under applicable law.
</li>
</ol>
</li>
<li><h2>Warranties and Representations</h2>
<ol>
<li>
Except as otherwise provided herein, the services provided pursuant to the WPs are provided “AS IS” with all faults and without warranty of any kind. You understand and accept that you use the Deliverables, WPs and Services at your own risk.
</li>
<li>
20[ ] makes no representations or warranties as to the guarantee, quality, suitability, accuracy, completeness, availability, reliability, security, performance or adequacy of the services, and 20[ ] makes no express, statutory or implied representations or warranties, at law or in equity, including, without limitation warranties of merchantability, fitness for any particular purpose, title, non-infringement, quiet enjoyment, no encumbrances, system integration, accuracy, workmanlike effort and warranties. We do not provide any warranty for the Services to be fit for purpose, secure or free from weaknesses, vulnerabilities or bugs.
</li>
<li>
No oral or written information or advice given by 20[ ] or its authorised representatives shall create a warranty or in any way increase the scope or 20[ ]'s obligations.
</li>
<li>
We reserve the right to change the format and features of the WP and Services by making any updates to the WP or Services available for you. We may cease to provide and/or update content to the WP or Services, with or without notice to you, if it improves the Services we provide to you, or we need to do so for security, legal or any other reasons.
</li>
<li>
Notwithstanding the above, 20[ ] hereby represents and warrants that, except as previously disclosed by 20[ ] to the Company in writing, it is not a party to or subject or bound by any agreement that prohibits 20[ ] from being engaged by, or providing the Consultancy Services and its expertise and know-how to, the Company, or from fully and faithfully performing and discharging its obligations under these Terms Further, 20[ ] warrants that it is fully competent to perform the services contemplated herein and possesses the necessary expertise and financial resources. 20[ ] further warrants that it shall provide the services with reasonable care, skill and diligence in a professional and workmanlike manner and in accord with applicable industry standards and practices.
</li>
</ol>
</li>
<li><h2>Acceptance and Delivery of 20[ ] Services</h2>
<ol>
<li>
A Deliverable shall be deemed to have been accepted by Company as soon as practicable, and if necessary on a phased basis, as may be specified in the WPs in accordance with the following procedure:
<ul>
<li>
As a recipient of our Services you shall have ten (10) days from the date a Deliverable is furnished to determine if it conforms to the applicable WP;
</li>
<li>
Within the ten (10) day period, you shall either acknowledge that the Deliverable is accepted, or refuse to accept such Deliverable by providing a written specification in detail and the manner in which the Deliverable does not meet the applicable specifications;
</li>
<li>
If 20[ ] agrees that the Deliverables do not meet the applicable specification or acceptance criteria, we shall thereafter have fifteen (15) days (or such longer period as the parties may agree upon) to take corrective steps. If you fail to provide a written notice of acceptance within (10) days following the final submission of the Deliverable, the Deliverable shall conclusively and for all purposes be deemed to have been accepted and the pertinent portion of the WP deemed satisfied.
</li>
</ul>
</li>
<li>
Should you again assert that the Deliverables do not meet the applicable specifications or acceptance criteria, as specified in the WP, the disagreement shall be submitted to arbitration as stated herein.
</li>
<li>
In performing their respective obligations hereunder, the parties shall cooperate fully to enable 20[ ] to provide satisfactory Services and Deliverables that meet the applicable specifications and acceptance criteria, and to otherwise fulfil all requirements of the WP.
</li>
</ol>
</li>
<li><h2>Intellectual Property Rights</h2>
<ol>
<li>
For the purpose of these Terms the Intellectual Property shall mean any and all worldwide common law and statutory rights in, arising out of, or associated with:
<ul>
<li>
Trademarks, service marks, brand names, domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolised thereby, including all renewals of same (collectively, “<strong>Trademarks</strong>”);
</li>
<li>
German and foreign patents and utility models and applications thereof and all divisions, continuations, continuations-in-part, provisional, re-examinations and renewal applications; and including renewals, extensions and reissues (collectively, “<strong>Patents</strong>”);
</li>
<li>
Trade secrets, confidential information and know-how (collectively, “<strong>Trade Secrets</strong>”);
</li>
<li>
Databases and other compilations of information;
</li>
<li>
Copyright registrations and applications thereof, and all other rights corresponding thereto throughout the world, including mask rights and all renewals, extensions, restorations and reversions thereof (collectively, “<strong>Copyrights</strong>”);
</li>
<li>
Industrial designs;
</li>
<li>
All moral and economic rights of authors and inventors, however denominated;
</li>
<li>
Any similar or equivalent rights to any of the foregoing (as applicable).
</li>
</ul>
</li>
<li>
You, your Company, and its agents, affiliates, contractors, or partners (collectively the “<strong>Company Affiliates</strong>”) acknowledge and agree that you have no desire to acquire any Intellectual Property that 20[ ] may have acquired from or developed for any third party (“<strong>Third-Party IP</strong>”).
</li>
<li>
You agree that in the course of providing services pursuant to the WPs, 20[ ] shall not be required to use or disclose any Third-Party IP, including without limitation any Intellectual Property of:
<ul>
<li>
Any former or current employer,
</li>
<li>
any person for whom 20[ ] has performed or currently performs consulting services,
</li>
<li>
any other person to whom 20[ ] has a legal obligation regarding the use or disclosure of such Intellectual Property, or
</li>
<li>
any Intellectual Property created by 20[ ] or its agents independently of the agreed upon WPs.
</li>
</ul>
</li>
<li>
None of the writings, software, analyses and related documentation created by 20[ ] or any of its agents, employees, or independent contractors shall become the property of the Company, without the express written consent of 20[ ].
</li>
</ol>
</li>
<li><h2>Confidential Information</h2>
<ol>
<li>
20[ ] acknowledges that the Company is in the business of the development, marketing and sale of decentralised applications for blockchain technologies, and related items and services, and that the particular needs of the Company and the Company’s customers are not generally known in the industry.
</li>
<li>
During the term of the Engagement, the Company and 20[ ] may have access to and become familiar with various trade secrets and confidential information of each other. For the purposes of these Terms, "<strong>Confidential Information</strong>" means any confidential or proprietary information identified in writing as confidential or proprietary that is disclosed by either party to the other during the term of the Engagement, whether of a technical, business, or other nature (including, without limitation, writings, trade secrets, know-how, and information relating to technology, business plans, promotional and marketing activities, finances, and other business affairs of the parties). Confidential Information will be marked as such and may be contained in tangible materials, such as writings, drawings, models, data, specifications, reports, compilations, and computer applications. Both parties acknowledge that Confidential Information is proprietary information constituting trade secrets, has independent economic value, and is and shall continue to be owned solely by the disclosing party, which retains all right, title, and interest therein and thereto. No licence is granted hereunder to the Confidential Information delivered or made available to the other party, or to any intellectual property right therein.
</li>
<li>
During and following the termination of the engagement for any reason, both parties agree not to use, and not to permit anyone under their supervision to use, such Confidential Information, and not to reveal or divulge such information to any person other than persons to whom the disclosing party has given its prior written consent, except as properly required in the course of the receiving party's discharge of its duties hereunder for the benefit of the disclosing party and its customers and prospective customers. 20[ ] hereby agrees to execute from time to time any separate declaration of confidentiality in a form reasonably required by any customer or prospective customer of the Company in connection with the Company’s business or operations.
</li>
<li>
Notwithstanding the foregoing, the restrictions of this section shall be inoperative as to such portions of information which otherwise would constitute Confidential Information which
<ul>
<li>
are or become part of the public domain other than as a result of the disclosure thereof by 20[ ] in breach of these Terms;
</li>
<li>
which were already in the possession of 20[ ] prior to disclosure to it by the Company, as evidenced by 20[ ]’s contemporaneous written records;
</li>
<li>
which are disclosed to 20[ ] by third parties which do not have a fiduciary relationship or other obligation of confidentiality with the Company; or
</li>
<li>
which 20[ ] is required to disclose pursuant to law or judicial order.
</li>
</ul>
</li>
</ol>
</li>
<li><h2>Compensation</h2>
<ol>
<li>
20[ ] shall be paid for the provision of Services, in the amount and manner set in the WP and further specified on the Invoice.
</li>
<li>
Unless otherwise provided and agreed upon in writing, all invoices shall be paid in EUR. Further, all invoices shall be due and payable in 10 days from the date of invoice issuance.
</li>
<li>
You expressly agree to reimburse 20[ ] for those expenses necessarily incurred in connection with the provision of Services that are approved in writing by you in advance.
</li>
<li>
You acknowledge and agree that any delay in outstanding payment you owe to 20[ ] shall be subject to interest charges. The interest rate shall be equal to the maximum interest rate for late payments permitted under German law, currently set at 9% percent per annum. The interest shall accrue daily from the due date of payment until the date of actual payment, and shall be payable on demand. The payment of interest shall not relieve you of your obligation to make payment of the outstanding amount in full, nor shall it affect any other rights or remedies available to us under these Terms or at law.
</li>
</ol>
</li>
<li><h2>Notice</h2>
<ol>
<li>
All notices required hereunder shall be made in writing and sent in accordance with the addresses herein. Notices shall be effective upon, for hard copies, the provable date of delivery and, for electronic copies, the provable date of successful transmission.
</li>
<li>
All notices sent to 20[ ] shall be sent to 20[ ] representatives and cc-ed to <code>info[at]20squares[dot]xyz</code> unless otherwise agreed upon or <code>legal[at]20squares[dot]xyz</code> if notice is regarding the Terms herein.
</li>
</ol>
</li>
<li><h2>Taxes</h2>
<p>
You are solely responsible to determine if your use of the Services have tax implications for you. By using the Services you agree not to hold us liable for any tax liability associated with or arising from the operation of the Services or any other action or transaction related thereto.
</p>
</li>
<li><h2>Term and Termination</h2>
<ol>
<li>
Either party may terminate the Engagement, with or without cause, at any time upon 30 business days’ prior written notice to the other party.
</li>
<li>
Should either party default in the performance of these Terms or materially breach any of its obligations under these Terms, the non-breaching party may terminate the Engagement immediately if the breaching party fails to cure the breach within 3 business days after having received written notice by the non-breaching party of the breach or default.
</li>
<li>
20[ ] specifically reserves the right to terminate the Engagement if you or your Company fails to comply with these Terms regarding payments or preservation of Confidential Information and Intellectual Property.
</li>
</ol>
</li>
<li><h2>Assignment</h2>
<p>
These Terms, WPs, Services and Deliverables and any rights hereunder may not be assigned by either party without the written consent of the other; provided, that you or your Company may assign its rights and obligations hereunder to an affiliate. In this context, an “<strong>Affiliate</strong>” of the Company means any person or entity controlling, controlled by or under common control with the Company.
</p>
</li>
<li><h2>Opportunity to Review</h2>
<p>
The parties acknowledge that each has had the opportunity to consult legal counsel in regard to these Terms, WP and any reference herein, that each has read and understands these Terms, that each is fully aware of their legal effect, and that each has entered into an Engagement freely and voluntarily and based on independent judgement.
</p>
</li>
<li><h2>Force Majeure</h2>
<p>
Non-performance of either party (other than the payment of moneys owed) will be excused to the extent that performance is rendered impossible or delayed by the non-performance or acts or omissions of the other party, or by strike, fire, flood, pandemic, governmental acts, network failures or orders or restrictions or other similar reason where failure to perform is beyond the control of and not caused by the negligence of the non-performing party (“<strong>Force Majeure</strong>”), provided that the non-performing party gives prompt notice of such conditions to the other party and makes all reasonable efforts to perform. Should a Force Majeure event last more than thirty (30) days, either party may terminate the Engagement by written notice to the other party.
</p>
</li>
<li><h2>Survival and Severability</h2>
<p>
If any term or provision of these Terms shall become or be determined to be unenforceable under the applicable law of any jurisdiction, such term or provision shall be ineffective to the extent its enforceability is so prohibited without invalidating the remainder of such term or provision or any other term or provision hereof, or the application of any such term or provision in any other jurisdiction, or to other parties, or under other circumstances, all of which remain valid to the maximum extent permitted by law. Upon paying the Invoice, these Terms shall be binding upon and shall inure to the benefit of the parties and their successors, permitted assigns, executors, administrators and personal representatives.
</p>
<p>
The provisions of sections 5, 6, 7, 9, 10, 13, 14, 17, 19 and 20 shall survive the termination of these Terms, the Engagement or the completion of the Work Package.
</p>
</li>
<li><h2>Disputes and Jurisdiction</h2>
<ol>
<li>
We will use our best efforts to resolve through informal, good faith negotiations any dispute, claim or controversy relating to these Terms or relating to the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the arbitration.
</li>
<li>
If a potential dispute arises, you must contact us by sending an email to <code>legal[at]20squares[dot]xyz</code> so that we can attempt to resolve it without resorting to formal dispute resolution.
</li>
<li>
If we are not able to reach an informal resolution within 60 days of your email, then either of us may bring proceedings in mediation, binding arbitration or to the competent courts in Germany.
</li>
<li>
You and we agree that any arbitration shall be conducted in individual capacity only and not as a class action or other representative action, and you and we expressly waive the right to file a class action or seek relief on a class basis. You agree that each of us may bring claims against the other only in individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
</li>
<li>
Notwithstanding the parties’ decision to resolve all disputes amicably, we may bring an action in any applicable court to protect our intellectual property rights (“<strong>Intellectual Property Rights</strong>” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). We may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
</li>
<li>
In the event of any dispute or claim arising out of or in connection with these Terms, the parties agree to submit to the exclusive jurisdiction of the competent courts of Germany. Any such dispute or claim shall be governed by and construed in accordance with the laws of Germany, without regard to its conflict of law provisions.
</li>
<li>
The parties further acknowledge and agree that any legal action or proceeding relating to these Terms may only be brought in such courts and waive any objection they may have to the jurisdiction of such courts on the grounds of venue or inconvenience of forum.
</li>
</ol>
</li>
<li><h2>Attorney's fee</h2>
<p>
If any action or proceeding is brought to enforce these Terms, or in connection with any provision hereof, or because of any dispute or alleged breach or default hereunder, the parties shall bear their own attorneys’ fees and costs.
</p>
</li>
<li><h2>Entirety</h2>
<p>
These Terms, together with any Work Products, Deliverables, schedules, policies and other instruments incorporated herein by reference, present the entire agreement of the parties concerning 20[ ]’s engagement and supersedes all prior discussions and all prior oral and written representations, agreements and understandings made by or on behalf of the Company.
</p>
</li>
<li><h2>Contact</h2>
<p>
You may contact us for any further questions, inquiries or comments regarding these Terms at <code>info[at]20squares[dot]xyz</code>.
</p>
</li>
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