Introduction

The Terms & Conditions (“Terms” ) set forth here shall govern your use of this Website, including all pages within it (“Site”). These Terms apply in full force and effect to your use of this Site and by using this Site, you expressly accept all terms and conditions contained herein in full. You must not use this Site, if you have any objection to any of these Terms. This Site is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Site if you are a minor.

Intellectual Property Rights

AP Reserve Foundation Company (“Reserve”) and/or its licensors own all rights to the intellectual property and material contained in this Site, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Site.

Website Content

The text of the Site is licensed under a Creative Commons Attribution (CC BY) license.

Website Code

You may use the HTML and CSS files on our Site for your website, as long as you use the Celo Brand Kit (the colors, gradients, fonts, etc.). The Celo Brand Kit, HTML and/or CSS code allow your website to contribute to the broader Celo community, but your website should reflect your own design and not merely replicate this Site with your logo. Use of the Celo Brand Kit, HTML and/or CSS code does not grant you any right to use the trademarks, trade names, service marks, or trade dress of the Celo Foundation or AP Reserve, if applicable.

Restrictions

You are expressly restricted from all of the following:

1. selling, sublicensing and/or otherwise commercializing any Site material;
2. using this Site in any way that is, or may be, damaging to this Site;
3. using this Site in any way that impacts user access to this Site;
4. using this Site contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Site, or to any person or business entity;
5. using this Site to engage in any advertising or marketing;

No warranties

This Site is provided “as is,” with all faults, and AP Reserve makes no express or implied representations or warranties, of any kind related to this Site or the materials contained on this Site. Additionally, nothing contained on this Site shall be construed as providing consult or advice to you.

Limitation of liability

In no event shall AP Reserve, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Site, whether such liability is under contract, tort or otherwise, and AP Reserve , including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Site.

Indemnification

You hereby indemnify to the fullest extent AP Reserve from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Variation of Terms

AP Reserve is permitted to revise these Terms at any time as it sees fit, and by using this Site you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Site.

Assignment

AP Reserve shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

Entire Agreement

These Terms, including any legal notices and disclaimers contained on this Site, constitute the entire agreement between AP Reserve and you in relation to your use of this Site, and supersede all prior agreements and understandings with respect to the same.

Governing Law & Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the Cayman Islands, and you submit to the non-exclusive jurisdiction of the courts located in the Cayman Islands for the resolution of any disputes. A Party shall give prompt written notice of any Dispute to the other Party (a "Dispute Notice"). Such Dispute Notice will include sufficient details of the Dispute to enable the other Party to consider its position in relation to the Dispute. Each Party agrees to use its best efforts to settle any Dispute amicably between the Parties within a period of 30 days from receipt of the Dispute Notice. In the event that a Dispute is not settled amicably then either Party may, by notice in writing to the other Party, request a mediation to be administered by a neutral party acceptable to both Parties. If the Parties are unable to agree on the identity of a mediator within a period of 14 days from the delivery of such notice, either Party may invoke the mediation procedures of the London Court of International Arbitration (the "LCIA"), who shall appoint a mediator. The venue of the mediation shall be the Cayman Islands. Any Dispute not resolved through negotiation or mediation shall be referred to and finally resolved by arbitration conducted in English, according to LCIA Arbitration Rules (the “Rules”), and before one (1) arbitrator to be appointed in accordance with the Rules. The costs of the arbitration, including the Parties' attorneys' fees and expenses, shall be paid at the discretion of and pursuant to the decision of the arbitrator. The seat of the arbitration shall be the Cayman Islands. During such time as any Dispute is being resolved or determined by negotiation, mediation or arbitration, the Parties shall continue to comply with their respective obligations under these Terms.