Data should be available to everyone, all the time, forever.
Tuku provides data access solutions which ensure this is the case.
Tuku specializes in infrastructure deployment and automation. With clients from San Francisco to Tel Aviv to Tokyo, we are establishing a trusted brand for critical infrastructure globally.
Cypherplugs are devices which sit anywhere with a power source, and serve the Arweave network, forever.
Employing the use of a reverse ssh tunnel, firewalls are not a concern, enabling set-and-forget data freedom for everyone.
Sign up for more info at Cypherplugs.com
Tuku is a Māori word with many meanings.
¹ (verb) (-a,-na) to release, let go, give up, leave, resign, put off, descend, get off, let down, download (computer), set free, allow, send, pass, serve, bowl, submit - reflects the notion of transfer.
² (verb) (-a,-na) to relinquish, cede, grant, gift.
³ (verb) (-a,-na) to present, offer.
Embodying these meanings, Tuku is our offering in service of enhancing the default state of freedom for all.
Garrett and Adam have been friends since their single-digit years. Frequently in touch over the years because of their shared love for computers, they decided to start working together on this little hardware project. What you see here now is the first of many experiments in leveraging hardware to create a freer default state for humanity.
Digital Asset Rights Delegation Agreement
Last modified: Nov 15, 2020
This Digital Asset Rights Delegation Agreement (this “Agreement”) is made on the date of a Delegation (the “Effective Date”) by and between you (the “Delegator”) and TukuDev LLC, a Delaware corporation (“TukuDev” and together with the Delegator, the “Parties”, and each a “Party”).
WHEREAS, the Delegator may, from time to time, seek to delegate to TukuDev certain rights related to certain digital currencies, cryptocurrencies, decentralized application tokens and protocol tokens, smart contracts, blockchain-based assets, cryptoassets and other cryptofinance and digital assets (collectively, “Digital Assets”) so that TukuDev may utilize such rights in order to secure the underlying Network Protocol and potentially receive additional Digital Assets as rewards;
Now, therefore, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby acknowledged, the Delegator and TukuDev hereby agree as follows:
“Applicable Law” means any applicable national, provincial, international, federal, state, county, and local statute, law, ordinance, regulation, rule, code, and order.
“Blockchain” means a distributed ledger or database recording transactions in a Digital Asset.
“Delegation/Delegated” means the act of transferring any rights or powers with respect to a Digital Asset to another party.
“Forfeiture” means as any penalty assessed by a Network Protocol for unavailability or slow, incorrect or malicious performance.
“TukuDev Website” means the website operated by TukuDev.
“Network Protocol” means the rules governing the inclusion of transactions in and the determination of the canonical version of a Blockchain.
“Received” means, with respect to a particular Digital Asset, Blockchain and Network Protocol, that: (a) a valid transaction transferring such Digital Asset to a wallet has been included in a valid block that has been added to such Blockchain in accordance with such Network Protocol; and (b) such transaction is deemed final by TukuDev in its commercially reasonable discretion. Without limiting the generality of the preceding clause “(b),” it is acknowledged and agreed that, in determining whether a transaction is deemed final, TukuDev may take into account factors such as: (i) the risk, threat or pendency of any Blockchain fork; (ii) the risk, threat or pendency of any attack on any node running the Network Protocol; (iii) the risk, threat or pendency of any bugs, malfunctions or vulnerabilities in the Network Protocol; (iv) the risk, threat or pendency of any latency or delays on the Network Protocol; and (v) whether there have been subsequently appended to the block that includes such transaction a sufficient number of successive valid blocks that directly or indirectly cryptographically reference such transaction.
“Revocation” means a Delegator’s discontinuation of the Delegation of their Staking or Voting Rights to TukuDev.
“Reward” means the amount of a particular Supported Digital Asset Received by TukuDev as compensation for Staking the Delegated Voting and Staking Rights on a Supported Network Protocol, including, block rewards, endorser rewards and transaction fees.
“Services” mean any use by TukuDev of any Staking Rights or Voting Rights that have been Delegated to TukuDev by Delegator, or any holding of, Delegation or distribution of Rewards payable to Delegator, in each case, pursuant to this Agreement.
“Staking” or “Stake” means the process of utilizing Staking or Voting Rights in accordance with a particular Network Protocol in order to potentially have the right or power to validate, generate or approve blocks of transactions for inclusion in a particular Blockchain.
“Staking Rights” means the rights and powers associated with a particular Digital Asset under a particular Network Protocol that give the holder of that Digital Asset (or the person to whom that holder has Delegated such rights and powers) the ability (alone or through cooperation with other holders or persons to whom that holder or other holders has or have Delegated such rights and powers) to validate, generate or approve blocks of transactions to be added to a particular Blockchain in accordance with such Network Protocol.
“Supported Digital Asset” means a Digital Asset recognized by a Supported Network Protocol.
“Supported Network Protocol” means a Network Protocol and Blockchain for which TukuDev Stakes and provides Services. TukuDev has the sole discretion to determine Supported Network Protocols.
“Term” means the term of the Agreement as outlined in Section (G)(x) of the Agreement.
“Unbonding Periods” means the Network Protocol imposed waiting period, during which any Digital Assets, Rewards, Delegated Staking Rights or Delegated Voting Rights may not be withdrawn or transferred.
“Voting Rights” means the rights and powers associated with a particular Digital Asset that give the holder of that Digital Asset (or the person to whom that holder has Delegated such rights and powers) the ability (alone or through cooperation with other holders or persons to whom the holder or such other holders has Delegated such rights and powers) to vote upon proposals relating to the Network Protocol, including proposals to change the Network Protocol, amend transactions or blocks previously included in the Blockchain or effectuate any Blockchain fork.
“Withdrawal” means a withdrawal by Delegator of Rewards generated under the Agreement in the form of Supported Digital Assets, which will be subject to Unbonding Periods.
B. Covenants of TukuDev.
Subject to the conditions set forth in Section D, TukuDev will provide the Delegator with the following Services:
(i) Delegation. Subject to the terms and conditions hereof, the Delegator may, from time to time, delegate the Staking Rights or Voting Rights with respect to a specified number of Supported Digital Assets to TukuDev via the delegation mechanism established by the applicable Supported Network Protocol. Staking Rights that have been Delegated to TukuDev by or on behalf of Delegator in accordance with this Agreement are referred to as “Delegated Staking Rights” and Voting Rights that have been Delegated to TukuDev by or on behalf of Delegator in accordance with this Agreement are referred to as “Delegated Voting Rights”. IF THE DELEGATOR DOES NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, DELEGATOR SHALL NOT DELEGATE TO TukuDev.
(ii) Staking. TukuDev will use commercially reasonable efforts to perform Staking with respect to any Delegated Staking Rights in a manner intended to cause TukuDev to Receive Rewards in accordance with the applicable Supported Network Protocol. TukuDev may perform such Staking in any commercially reasonable manner, including by consolidating such Delegated Staking Rights with other TukuDev-controlled Staking Rights.
(iii) Voting Rights. TukuDev may (but shall not be required to) exercise any Delegated Voting Rights in its sole and absolute discretion. TukuDev assumes no responsibility for any third-party action taken against the Delegator in connection with those actions. TukuDev will not be liable as a result of any violation in Applicable Law, mistake of judgment, or any other matter or thing done, suffered, or omitted to be done under this Agreement, except for any claims relating to the TukuDev' fraud or willful misconduct.
C. Rewards, Withdrawals, Revocation Forks, and Forfeitures.
(i) Calculation of Rewards.
(a) Rewards for each Supported Network Protocol will be calculated based on a percentage which shall be set out as a fraction (i) the numerator of which is the number of the particular type of the Supported Digital Asset with respect to which Delegator has Delegated Staking Rights (“Delegator Delegated Digital Assets”) and, (ii) the denominator of which is the number of that type of Supported Digital Asset with respect to which all TukuDev Delegators have Delegated Staking Rights (“Total Delegated Digital Assets”).
(b) TukuDev shall have the sole right to determine the exact timing that the record of both the Delegator Delegated Digital Assets and the Total Delegated Digital Assets (a “Snapshot”) are documented. TukuDev will determine the calculation set forth in Sections (C)(i)(a) and (b) based on a given Snapshot of the applicable Supported Network Protocol.
(c) Additionally, in the majority of Supported Network Protocols, the Snapshot, Reward calculations and distributions are all hardcoded into the Blockchain. For such Supported Network Protocols, Rewards are immutable and TukuDev has no control over the calculations or payouts.
(d) Once (i) Rewards are Received, the amount of such Rewards minus the TukuDev Service Fee shall be allocated to Delegator (“Delegator Earned Rewards”).
(ii) Service Payments. Once the Delegator Earned Rewards are earned, TukuDev shall deduct (or the Supported Network Protoocl will automatically deduct) for TukuDev’ own account a service fee as set forth on the TukuDev Website from the Rewards for providing the Services (“TukuDev Service Fee”).
(iii) No Guarantee of Rewards. Delegator acknowledges that Rewards are not guaranteed and that Delegator may not receive any Reward related to their Delegated Staking and Voting Rights.
(iv) Taxes. Delegator shall be responsible for payment of all applicable taxes, if any, to which the Delegator Earned Rewards might be subject and any and all other taxes which may apply to Delegator or the Delegator Earned Rewards; TukuDev makes no representations in this regard. Delegator agrees to indemnify and hold TukuDev Indemnified Persons harmless against any taxes, including penalties, duties and interest levied by any government on the Delegator Earned Rewards. Additionally, TukuDev may withhold taxes on behalf of the Delegator if requested by a governmental agency. The characterization of the transactions contemplated by this Agreement for U.S. federal income tax purposes is unclear, and accordingly the U.S. federal income tax consequences of Delegating Digital Assets and the sharing of Rewards is uncertain. Neither TukuDev nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the Delegator. Delegator is strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering into this Agreement and the receipt of any Delegator Earned Rewards.
(v) Delegation of Rights Associated with Rewards. Upon Receipt of Delegator Earned Rewards, TukuDev will cause the Staking Rights or Voting Rights for such Delegator Earned Rewards to be Delegated to TukuDev, and, from and after such Delegation, such Staking Rights will be deemed Delegated Staking Rights, and such Voting Rights will be deemed Delegated Voting Rights, for all purposes of this Agreement, including Sections (B)(ii) and (B)(iii).
(vi) Withdrawal of Rewards.
(a) Subject to the Delegator covenants specified in Section D, Delegator shall have the right to Withdrawal of Delegator Earned Rewards.
(b) Except as set forth above or with respect to any Voting Rights or Staking Rights that may remain Delegated to TukuDev hereunder, TukuDev shall not have any responsibility with respect to any Rewards. Additionally, if any Rewards are lost, destroyed, or transferred to an incorrect wallet address TukuDev shall bear no responsibility or liability unless such loss was a result of intentional misconduct or fraud on the part of TukuDev.
(c) TukuDev may make Withdrawals of any TukuDev Service Fees at its sole discretion, subject to any restrictions imposed by the applicable Network Protocol.
(d) The Delegator acknowledges and agrees that Delegated Staking Rights, Delegated Voting Rights or Delegator Earned Rewards may not be accessible during Unbonding Periods or as a result of other restrictions imposed by the applicable Network Protocol and may be lost due to Forfeitures imposed by the applicable Network Protocol. THE DELEGATOR ACKNOWLEDGES AND AGREES THAT SUCH RESTRICTIONS MAY LEAD TO SUBSTANTIAL LOSSES OR FORGONE OPPORTUNITIES AND THAT TukuDev HAS NO CONTROL OVER SUCH RESTRICTIONS.
(vii) Revocation of Delegation. The Delegator may start the process of revoking its Delegation with respect to any or all of its Delegated Staking Rights and Delegated Voting Rights at any time by interacting directly with the Network Protocol. DELEGATOR ACKNOWLEDGES THAT TukuDev HAS NO CONTROL OVER THE REVOCATION OF A DELEGATION HOWEVER REVOCATION MAY BE AFFECTED BY UNBONDING PERIODS.
(viii) Operating Changes, Forks and Airdrops. TukuDev’ response to any material operating change of a Network Protocol, hard fork or airdrop is subject to TukuDev sole discretion and includes deciding not to support any new Digital Asset, hard fork, airdrop or other actions. Delegator accepts the risks of operating changes or hard forks to Network Protocols and agrees that TukuDev is not responsible for such operating changes, hard forks or airdrops and is not liable for any loss of value Delegator may experience as a result of such changes in operating rules, hard forks or airdrops. TukuDev has sole discretion to determine its response to any operating changes, hard forks or airdrops and TukuDev has no responsibility to assist Delegator with unsupported Network Protocols, Digital Assets or airdrops.
(ix) Forfeitures. DELEGATOR SHALL BE SOLELY RESPONSIBLE FOR ALL LOSSES RELATED TO FORFEITURES OF THEIR DELEGATED DIGITAL ASSETS. TukuDev SHALL HAVE NO LIABILITY WITH RESPECT TO ANY FORFEITURES OF DELEGATOR’S DELEGATED DIGITAL ASSETS OR DELEGATOR EARNED REWARDS.
D. Covenants of Delegator.
The obligations of TukuDev to fulfill the Services (including Staking of Delegated Staking Rights) contemplated by this Agreement shall be subject to the fulfillment, of each of the following conditions:
(ii) Legislative and regulatory changes or actions that adversely affect Staking generally or TukuDev specifically and prohibit TukuDev from providing the Services.
E. Representations and Warranties
(i) TukuDev has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of TukuDev, enforceable against TukuDev in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. TukuDev entering into this Agreement will not be a breach or violation of any other contract or agreement to which TukuDev is bound or Applicable Law to which TukuDev is subject.
(ii) Delegator represents and warrants to TukuDev as follows:
(a) Delegator has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of Delegator, enforceable against Delegator in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) Delegator entering into this Agreement will not be a breach or violation of any other contract or agreement to which Delegator is bound or Applicable Laws to which Delegator is subject.
(c) Delegator has good, valid and exclusive title to and ownership of all of the Digital Assets with respect to which any Staking Rights or Voting Rights have been or will be Delegated to TukuDev, free and clear of all liens, pledges, hypothecations, charges, claims, security interests and other encumbrances.
(d) Delegator is sophisticated and knowledgeable in the matters contemplated by this Agreement and, in determining to enter into and perform its obligations under this Agreement, has relied solely on its own judgment, due diligence and investigation and the representations and warranties of
TukuDev expressly set forth in Section (E)(i), and not on any other representations, warranties, statements or information, written or oral, made or made available by or on behalf of TukuDev or any of its representatives. Without limiting the generality of the foregoing, Delegator has not relied on any tax, accounting, financial or legal advice provided by or on behalf of TukuDev or any of its representatives, and Delegator has made its own determination as to the tax and accounting treatment of any payments that may be made to Delegator pursuant to this Agreement.
(e) Delegator (and, if Delegator is an entity, Delegator’s officers, directors, employees, and agents (collectively, the “Representatives”)) are in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations thereunder, and similar laws of foreign jurisdictions or other anti-money laundering obligations under the law of Delegator’s jurisdiction or otherwise applicable to Representatives; (ii) Delegator is (and, if Delegator is an entity, Delegator’s Representatives are) in compliance with anti-money laundering obligations; (iii) Delegator has not (and, if Delegator is an entity, Delegator’s Representatives have not) been convicted of, or have agreed to enter into a pretrial diversion or similar program in connection with the prosecution of, a criminal offense involving theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court; and (iv) Delegator is not (and, if Delegator is an entity, Delegator’s Representatives are not) (a) a person described or designated in the Specifically Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section I of the Anti-Terrorism Order; and (b) engaged in any dealings or transactions with any such person.
(f) Delegators understands, agrees, and acknowledges that it is not relying on any other representations or warranties other than those expressly set forth in this Agreement.
F. Limitation of Liability; Damages; Indemnification
(i) TukuDev, its officers, managers, employees and members shall not be liable to the Delegator except by reason of any act or omission arising from their intentional misconduct or fraud in connection with this Agreement. Notwithstanding the generality of the foregoing, the Delegator shall bear the risk of any taxes imposed on the Delegator arising from activities under this Agreement and shall bear the risk of all losses with respect to the Delegated Staking Rights and Delegated Voting Rights, including (a) Forfeitures enforced by Network Protocols; (b) missed block creation or endorsement opportunities by TukuDev for any reason; (c) loss of Delegator Earned Reward while in a TukuDev wallet; and (d) Digital Asset devaluation; or any of the inherent risks described in Exhibit A.
(ii) TukuDev SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, DAMAGE TO REPUTATION, AND COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN AN ACTION IN CONTRACT, TORT OR STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF TukuDev HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND SHALL BE ENFORCED TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW. IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE TukuDev, WHETHER IN CONTRACT, WARRANT, TORT OR OTHER THEORY, FOR DAMAGES TO DELEGATOR UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE TukuDev SERVICE FEE DURING THE PRECEEDING 12 MOTNH PERIOD OF THIS AGREEMENT.
(iii) To the fullest extent permitted by Applicable Law, the Delegator agrees to and shall defend, indemnify and hold TukuDev and its affiliates and their respective employees (present and former), members, officers, directors and agents (collectively, the “TukuDev Indemnified Persons”) harmless from and against any and all claims, damages, expenses (including reasonable attorney fees), losses and costs sustained by TukuDev Indemnified Persons arising out of, or relating to, this Agreement, except that TukuDev Indemnified Persons shall not be entitled to indemnification hereunder for any conduct determined by a judge or through an arbitration proceeding to constitute intentional misconduct or fraud in connection with this Agreement.
(i) Dispute Resolution
This Agreement is governed by, and shall be construed and enforced under, the laws of the State of New York applicable to contracts made and to be performed wholly within such State, without regard to any choice or conflict of laws rules. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation it shall be finally resolved by arbitration. The arbitration will be administered by the Judicial Arbitration and Mediation Services (JAMS) pursuant to its Comprehensive Arbitration Rules and Procedures. Disputes will not be resolved in any other forum or venue. The arbitrator shall monitor and reasonably limit discovery in the arbitration to ensure the efficient and timely adjudication of the Parties’ dispute, and to prevent the harassment or burden of the Parties’ respective employees, agents, business partners or third parties. Document discovery shall be limited to information requests deemed necessary and potentially admissible by the arbitrator for adjudication of the dispute. Neither party shall communicate with or seek to subpoena any third-party witness absent prior leave from the arbitrator and upon a showing of necessity related to the claims or defenses in suit. The arbitrator may order that a requesting party pay for discovery related fees or costs reasonably and actually incurred by the other side. The arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded. Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which the prevailing party maintains its principal office at the time the award is rendered, or in any other court having jurisdiction. This agreement to arbitrate shall apply to both Parties. The Parties understand that they are giving up their right to a trial in a court of law.
(ii) Class Action Waiver
The Parties agree that any arbitration or other permitted action with respect to any dispute shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. EACH PARTY AGREES THAT SUCH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN SUCH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void with respect to any dispute that would thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not agreed to arbitrate such dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in San Francisco, California and to accept service of process by mail with respect to such dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such dispute.
Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement shall be delivered via the TukuDev Website.
(iv) Entire Agreement
This Agreement and each exhibit referenced herein constitutes the entire Agreement among the Parties with respect to the subject matter hereof and supersedes any prior negotiations, understandings and agreements.
(v) Successors and Assigns
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the Parties; provided, that neither Party may assign this Agreement or any rights or duties hereunder without the prior written consent of the other Party (such consent to not be unreasonably withheld). Notwithstanding the foregoing, in the event of a change of control of TukuDev, prior written consent of the Delegator shall not be required. For purposes of the foregoing, a “change of control” shall mean (y) the acquisition of TukuDev by means of any transaction or series of related transactions (including any reorganization, stock acquisition, merger or consolidation) provided that the applicable transaction shall not be deemed a change of control unless the TukuDev’ shareholders constituted immediately prior to such transaction (by virtue of outstanding securities of the TukuDev held by such shareholders immediately prior to such transaction or series of related transactions) hold less than 50% of the voting power of the surviving or acquiring entity, or (z) a sale in one transaction or a series of related transactions of all or substantially all of the assets of the TukuDev.
(vi) Severability of Provisions
Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.
(vii) Relationship of the Parties
Nothing contained in this Agreement shall be deemed or construed by the Parties, or by any third party, to create the relationship of partnership or joint venture between the Parties hereto, it being understood and agreed that no provision contained herein shall be deemed to create any relationship between the Parties hereto other than the contractual relationship defined herein.
(viii) Force Majeure
Delegator understands and agrees that TukuDev shall not be liable and disclaims all liability to Delegator in connection with any force majeure event, including acts of God, Legislative and regulatory changes or actions related to Digital Assets, Blockchains, Staking or the Services; labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any Network Protocol.
(ix) Term and Termination
The Term of this Agreement shall commence on the date hereof and shall continue until 5:00pm, New York City Time, on the date either party delivers termination notice to the other or the Delegator revokes all Delegations. However, the terms of Sections A, C(iv), E, F and G shall survive the expiration or termination of this Agreement for any reason.
(x) Abandoned Property
To the extent required by Applicable Law, if you leave Delegator Earned Rewards unused for the period of time set forth by your state, country, or any other governing body in its unclaimed property laws, if you cancel your Account and leave Delegator Earned Rewards, or if we deactivate your account and you do not meet any conditions necessary to reinstate it within six (6) months, we may close your account and send your Delegator Earned Rewards to any mailing address you provide using the Service or, if required, escheat (send) your Delegator Earned Rewards to your jurisdiction of residency (based on the jurisdiction associated with that mailing address))
The Parties acknowledge that the terms of this Agreement and any Arbitration proceeding set forth in Section G(i) will be confidential. The Delegator further acknowledges that, in the course of performing duties under this Agreement, Delegator may obtain from TukuDev data or information of a confidential or proprietary nature, including know-how and trade secrets, relating to the business, the affairs, the development projects, or current or future products or services of TukuDev (“Confidential Information”). Data or information will be considered Confidential Information if: (a) TukuDev has marked it as such; (b) TukuDev, orally or in writing, has advised the Delegator of its confidential or proprietary nature, or (c) due to its character and nature, a reasonable person under like circumstances would treat it as confidential. Delegator will not (i) publish, disclose or otherwise divulge any of TukuDev’ Confidential Information to any person, except its officers, employees or agents with a need to know who are under a contractual or professional duty to maintain the confidentiality of such information consistent with the obligations imposed hereunder; or (ii) permit its officers, employees or agents to divulge any of TukuDev’ Confidential Information without the express prior written consent of TukuDev. Delegator will protect TukuDev’ Confidential Information with the same degree of care that the Delegator protects its own information of a similar nature, but in no event less than reasonable care. Delegator will not use TukuDev’ Confidential Information except in the course of performing its duties under this Agreement. The foregoing obligations will not apply to any Confidential Information that (1) is already known to Delegator; (2) is or becomes publicly known through no wrongful act of Delegator; (3) is independently developed by Delegator without benefit of the TukuDev’ Confidential Information; (4) is received from a third party without similar restriction and without breach of any obligation of confidentiality; or (5) is required or reasonably necessary to be disclosed to comply with Applicable Laws, statutes, regulations, orders, and other governmental rules. Additionally, TukuDev will not be prohibited from disclosing the terms and conditions of this Agreement to financial institutions when required to obtain financing or to a third party involved with a potential merger or acquisition (either as target or acquirer). The obligations of confidentiality described above will expire three years after the expiration or termination of this Agreement. However, Delegator agrees that from time to time TukuDev may collect, store, and use Delegator’s provided personal data for lawful purposes, including data analysis and market research.
TukuDev may modify this Agreement at any time by posting such modification on the TukuDev Website and any such modification shall automatically go into effect five (5) days after it is so posted.
Whenever used herein, the singular number shall include the plural, the plural the singular, and the use of the masculine, feminine, or neuter gender shall include all genders. “Including” means “including but not limited to”. “Or” means the non-exclusive “or” or “and/or,” unless qualified by the word “alternative.” This Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and no other person shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement. The section headings are for convenience only and shall not affect the interpretation or construction of this Agreement. The Parties acknowledge that the Agreement and any Order are the result of negotiation between the Parties which are represented by sophisticated counsel and therefore none of the Agreement’s provisions will be construed against the drafter.
1621 Central Ave
Cheyenne, WY 82001
Effective date: November 15, 2020
What information does TukuDev collect?
We try to collect and use as little Personal Data as you as possible when you use our Services. We only collect Personal Data about you when you provide such information directly to us, [when third parties such as our business partners or service providers provide us with Personal Data about you, or when Personal Data about you is automatically collected in connection with your use of our Services].
Information you provide to us:
We receive and store any information you provide to us. For example, through the registration process and/or through your account settings, we may collect Personal Data such as the following:
• First and last name
• Email address
• Please note that certain information may be required to register with us or to take advantage of some of our features.
Information collected automatically
Whenever you interact with our Services, we automatically receive and record information on our server logs from your browser or device, which may include the following:
• IP address
• Device identifiers and information
• Web browser information
• Page view statistics
• Browsing history
• Usage information
• Transaction information (e.g. transaction amount, date and time such transaction occurred)
• Cookies -- for more information, see below
• Log data (e.g. access times, hardware and software information)
“Cookies” are identifiers we transfer to your browser or device that allow us to recognize your browser or device and tell us how and when pages and features in our Services are visited and by how many people. You may be able to change the preferences on your browser or device to prevent or limit your device’s acceptance of cookies, but this may prevent you from taking advantage of some of our features.
How do we use your Personal Data?
We process Personal Data to operate, improve, understand and personalize our Services. For example, we use Personal Data to:
• Communicate with you about the Services, including Service announcements, updates or offers
• Provide support and assistance for the Services
• Personalize website content and communications based on your preferences
• Create and manage user profiles
• Respond to user inquiries
• Fulfill user requests
• Comply with our legal or contractual obligations
• Resolve disputes
• Protect against or deter fraudulent, illegal or harmful actions
As noted above, we may communicate with you if you’ve provided us the means to do so. For example, if you’ve given us your email address, we may email you about your use of the Services. Also, we may receive a confirmation when you open an email from us. This confirmation helps us make our communications with you more interesting and improve our services. If you do not want to receive communications from us, please indicate your preference by emailing us at email@example.com.
Will TukuDev share any of the Personal Data it receives?
TukuDev respects your privacy. Generally, we will not share any of the Personal Data we receive with third parties. However, there may be situations where we share Personal Data as described in this section:
• Payment processors
• Fraud prevention service providers
• Analytics service providers
• Staff augmentation and contract personnel
• Hosting service providers Unless we tell you differently, our agents do not have any right to use the Personal Data we share with them beyond what is necessary to assist us.
Data shared at your request
We also share Personal Data when necessary to complete a transaction initiated or authorized by you or provide you with a service you have requested.
If we (or our assets) are acquired, or if we go out of business, enter bankruptcy, or go through some other change of control, Personal Data could be one of the assets transferred to or acquired by a third party.
Protection of TukuDev and others
Is Personal Data about me secure?
Your account is protected by a password for your privacy and security. You must prevent unauthorized access to your account and Personal Data by selecting and protecting your password appropriately and limiting access to your computer or device and browser by signing off after you have finished accessing your account.
We endeavor to protect the privacy of your account and other Personal Data that we hold in our records, but unfortunately, we cannot guarantee complete security. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time.
How long do we retain your Personal Data?
We retain Personal Data about you for as long as you have an open account with us or as otherwise necessary to provide you Services. In some cases we retain Personal Data for longer, if doing so is necessary to comply with our legal obligations, resolve disputes or collect fees owed, or is otherwise permitted or required by applicable law, rule or regulation. Afterwards, we retain some information in a depersonalized or aggregated form but not in a way that would identify you personally.
What Personal Data can I access?
Through your account settings, you may access, and, in some cases, edit or delete the following information you’ve provided to us:
• First and last name
• Email address
The information you can view, update, and delete may change as the Services change. If you have any questions about viewing or updating information we have on file about you, please contact us at firstname.lastname@example.org. Residents of California may have other rights – please see below for additional information.
What choices do I have?
You can always opt not to disclose information to us, but keep in mind some information may be needed to register with us or to take advantage of some of our features.
You may be able to add, update, or delete information as explained above. When you update information, however, we may maintain a copy of the unrevised information in our records. You may request deletion of your account by emailing us at email@example.com. Some information may remain in our records after your deletion of such information from your account.
The following terms apply to residents of California:
• Access. You may, not more than twice in a twelve-month period, request more information about the Personal Data we hold about you and request a copy of such Personal Data by emailing us at firstname.lastname@example.org. You can also access certain of your Personal Data by logging on to your account.
• Erasure. You may request that we delete the Personal Data that we have collected from you by emailing us at email@example.com. However, we may not be required to delete your Personal Data under certain circumstances, including if such data is necessary for us to provide you with the Services, if we use such data only for our internal analytical use, and if such data is needed to complete a transaction or other action you have requested. If you request that we delete your Personal Data, you may no longer be able to use the Services.
What if I have questions about this policy?
If you have any questions or concerns regarding our privacy policies, please send us a detailed message to the physical or email address below, and we will try to resolve your concerns:
1621 Central Ave
Cheyenne, WY 82001
Terms of Service
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Effective date: November 15th, 2020
Welcome to TukuDev. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
Address: 1621 Central Ave, Cheyenne, WY 82001
Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, class action waiver and resolution of disputes by arbitration instead of in court .
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND TukuDev WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://www.tuku.dev, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
Children’s Online Privacy Protection Act
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at firstname.lastname@example.org.
What are the basics of using TukuDev?
The Services permit you to run infrastructure, stake tokens and store and transfer tokens in your digital wallet (“Wallet”). TukuDev will never take custody over the tokens you stake using our Services or stored in your Wallet. You hereby acknowledge and agree that when using the Services, TukuDev acts only as an intermediary, and not as a counterparty to any transaction with any third party. You have complete control over your tokens, and TukuDev will not be liable for any decisions you make in connection with your tokens.
The Content (as defined below) provided by TukuDev is for informational purposes only. The Services are not intended to provide financial, investment or legal advice, and nothing in the Services should be construed as a solicitation or counsel for investment or recommendation for any security by TukuDev or any third party.
You will be required to sign up for an account, select a password and user name (“TukuDev User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your TukuDev User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You represent and warrant that:
• If you are an individual, you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf;
• If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity);You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law;You will not share your account or password with anyone, and you must protect the security of your account and your password and any other access tools or credentials. You’re responsible for any activity associated with your account;
• You agree that, in connection with the Services, you will not contract with or otherwise do business with any individual, company, organization or other entity, or with, in or involving any country or territory (including North Korea, Cuba, Iran, Sudan, Syria, and Crimea), that is the subject or target of any U.S. or other national government financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including those imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Control ("OFAC") of the U.S.
• Department of Treasury, the Bureau of Industry and Security (“Department of Treasury, the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce, or the U.S. Department of State, the United Nationals Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”), without having first obtained any required license or other government authorization or in any manner which would result in a violation of Sanctions by you or TukuDev.
• Neither you nor or any of your subsidiaries nor any of your or your subsidiaries' directors, administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any Sanctions;
• You have adequate controls and systems in place to screen, and are fully responsible for screening, transactions of customers, sub-contractors, suppliers, vendors, and all other third parties who may assist, benefit from, or provide goods or services to, or receive goods or services from, you and to ensure compliance with applicable laws pertaining to Sanctions;
• You have appropriate procedures in place to comply with (and to ensure timely reporting under) the requirements of the anti-boycott laws and regulations of the United States and other jurisdictions in which TukuDev does business;
• You have adequate policies and procedures in place to ensure that, and will ensure that, the Services provided in connection with these Terms will not be exported, re-exported, sold, leased or otherwise transferred to, or utilized by, an end-user engaged in any of the following activities: (i) activities related to weapons of mass destruction, including any activities related to the design, development, production or use of: (A) nuclear weapons, materials or facilities; (B) missiles or the support of missile projects; or (C) chemical or biological weapons; (ii) terrorist activities (iii) military end uses in or connected with certain government owned or controlled corporations of such countries as identified by U.S. and other applicable government licensing authorities; (iv) exploration or production of oil and gas in Arctic, deepwater (greater than 500 feet), or shale formations in Russia or in, by, or with Russian companies, territories, or any other entities as identified by BIS and/or OFAC; or (v) for any other purpose not expressly authorized by TukuDev.
• Nothing in this clause is to be construed as authorization by TukuDev for you to export, sell, lease, transfer, market or resell the Services in violation of these Terms.
You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your account or password with anyone, and you must protect the security of your account and your password and any other access tools or credentials. You’re responsible for any activity associated with your account.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
1. infringes or violates the intellectual property rights or any other rights of anyone else (including TukuDev);
2. violates, or assists in violation of any law, statute, ordinance, or regulation, including, without limitation, any applicable export control laws, privacy laws, or sanctions programs administered in the countries where TukuDev conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which involves proceeds of any unlawful activity; or that results in the publication, distribution or dissemination any unlawful material or information; or for any other purpose not reasonably intended by TukuDev;
3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
4. jeopardizes the security of your TukuDev account or anyone else’s (such as allowing someone else to log in to the Services as you);
5. attempts, in any manner, to obtain the password, account, or other security information from any other user;
6. violates the security of any computer network, or cracks any passwords or security encryption codes;
7. runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
8. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
9. copies or stores any significant portion of the Content; or
10. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, information, User Submissions (as defined below), and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including TukuDev') rights.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable, revocable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. You understand that TukuDev owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Do I have to grant any licenses to TukuDev or to other users?
If [you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if] you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “[Public User Submission]/[Feedback]”), then you grant TukuDev the license above, as well as a license to display, perform, and distribute your [Public User Submission]/[Feedback] for the purpose of making that [Public User Submission]/[Feedback] accessible to all TukuDev users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that [Public User Submission]/[Feedback] in connection with the Services and/or otherwise in connection with TukuDev' business.
[Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.]
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your TukuDev account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from TukuDev' records.
Finally, you understand and agree that TukuDev, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Who is responsible for what I see and do on the Services?
We are not responsible for any tokens that you stake or otherwise store or transfer using our Services. You acknowledge and agree that you shall access and use the Services at your own risk. The risk of loss in cryptocurrency, including staking tokens, can be substantial. Please do not use the Services if you do not understand these risks.
Any Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that TukuDev is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release TukuDev, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Will TukuDev ever change the Services?
We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. [We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical.] We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
Do the Services cost anything?
We charge for use of the Services as follows.
1. Paid Services. Please see our Payments page https://tuku.dev/ for a description of the fees required for use of the Services. Please note that any payment terms presented to you in the process of using or signing up for the Services are deemed part of these Terms.
3. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
4. Recurring Billing. Some of the Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.
5. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR THE SERVICES AS SET FORTH ABOVE.
6. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
7. Auto-Renewal for the Services. Unless you opt out of auto-renewal, which can be done through your account settings, any Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Services at any time, go to account settings. If you terminate the Services, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE SERVICES THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR TukuDev ACCOUNT BEFORE THE END OF THE RECURRING TERM. THE SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TukuDev WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
8. Reaffirmation of Authorization. Your non-termination or continued use of the Services reaffirms that we are authorized to charge your Payment Method for the Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Services.
What if I want to stop using the Services?
TukuDev is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. TukuDev has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Client who believes that a Provider may be in breach of these Terms is not able to enforce these Terms against that Provider.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at email@example.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
What else do I need to know?
Warranty Disclaimer. Neither TukuDev nor its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (TukuDev and all such parties together, the “TukuDev Parties”) makes any representations or warranties concerning the Services, including without limitation any Content contained in or accessed through the Services, and the TukuDev Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of or in any way related to your participation in or use of the Services. The TukuDev Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services including any Provider Services. THE SERVICES AND CONTENT ARE PROVIDED BY TukuDev (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE TukuDev PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO TukuDev IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold the TukuDev Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without TukuDev' prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH TukuDev AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM TukuDev. Both you and TukuDev acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, TukuDev' officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. TukuDev will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. TukuDev will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court; Infringement. Either you or TukuDev may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND TukuDev WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and TukuDev are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and TukuDev over whether to vacate or enforce an arbitration award, YOU AND TukuDev WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor TukuDev is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 16 Vestry St, New York, NY 10013 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or TukuDev to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and TukuDev agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York, or the federal district in which that county falls.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with TukuDev.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the TukuDev may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and TukuDev agree that these Terms are the complete and exclusive statement of the mutual understanding between you and TukuDev, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of TukuDev, and you do not have any authority of any kind to bind TukuDev in any respect whatsoever.
Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and TukuDev agree there are no third-party beneficiaries intended under these Terms.