(Updated as of September 28, 2025)
Introduction
These Terms & Conditions, together with any documents and additional terms they expressly incorporate by reference (collectively, these "Terms"), are entered into between Othentic Labs Ltd. ("Aleph," "we," "us" and "our") and you or the company or other legal entity you represent ("you" or "your"), and constitute a binding legal agreement.
Please read these Terms carefully, as these Terms govern your use of our Portal and our Services, and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. By accessing or using the Interface, you signify that you have read, understand, and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision and waiver of the right to bring class action claims in Section 16. If you do not agree to these Terms, you must not access or use our Portal or the Services.
You must be able to form a legally binding contract online either on behalf of a company or as an individual. Accordingly, you represent that:
(a) if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind the company or other legal entity to these Terms; and
(b) you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.
In addition, you also represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction that is embargoed by the United States or where your use of the Portal or the Services would be illegal or otherwise violate any applicable law. Specifically, you represent that you are not located in, organized in, or a resident of New York, Cuba, Iran, Syria, North Korea, the Crimea region, Venezuela, or any other jurisdiction where Applicable law prohibits you from accessing or using the Services; and you represent that you are not named on the Office of Foreign Asset Control of the U.S. Department of the Treasury’s Specially Designated and Blocked Persons List.
Key Definitions
For the purpose of these Terms, the following capitalized terms shall have the following meanings:
2.1. "Affiliate" means, with respect to a party to these Terms, any legal entity that, directly or indirectly controls, is controlled by, or is under common control with such party.
2.2. "Applicable Law" means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority having jurisdiction over Aleph, you, the Portal or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity.
2.3. "Ether" means the Ethereum Blockchain utility token that may be used to purchase computational resources to run decentralized applications or perform actions on the Ethereum Blockchain.
2.4. "Ethereum Address" means the unique public key digital asset identifier that points to an Ethereum-compatible wallet to which Ether may be sent or stored.
2.5. "Ethereum Blockchain" means the underlying blockchain infrastructure which the Portal leverages to perform portions of the Services.
2.6. "Fund" means a fund, protocol or other investment vehicle that uses the Portal to provide information about itself.
2.6."Governmental Authority" includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.
2.8. "Portal" means the Aleph site located at https://app.aleph.finance and all associated sites linked thereto by Aleph and its Affiliates, which includes, for certainty, Aleph's decentralized application layer on the Ethereum Blockchain.
2.9. "Protocol" means the decentralized web protocol released by Aleph, which provides Funds with technology tools to receive funds from investors in the Fund and provide certain other on-chain services to such investors.
2.10. "Token" means an "ERC-20" digital asset issued on the Ethereum Blockchain.
2.11. "Services" means the Portal and the Protocol.
2.12. "Third-Party Services" means other services (such as fiat-to-token gateway, or token-to-token swap) provided by third parties services running on Ethereum Blockchain.
Fund Requirements
Your ability to invest in a Fund will be subject to such Fund’s accreditation and KYC requirements. Any investor screening and accreditation is performed solely by the Funds or their third-party providers. Aleph does not provide accreditation, KYC, sanctions screening, AML/TF or similar services.
Modifications to These Terms
We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, any and all such modifications are effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
Services
5.1. Services.
The Portal provides a bulletin board on which Funds may post information regarding their respective Funds, and through which investors in such Funds may view various information regarding the allocations and performance of their investments.
Any use of the Protocols is made solely by the Funds and yourself. Aleph does not use or operate the Protocols. Aleph simply provides the Protocols as a technology tool to be used by you and the Funds.
Aleph is NOT a broker-dealer, exchange, investment adviser, commodity trading adviser, money-service business, or custodian. Aleph does NOT custody fiat currency or digital assets and does not execute, clear, or settle any on-chain or off-chain transactions; all transfers occur peer-to-peer via self-executing smart contracts outside Aleph’s control.
5.2. Fees. Use of the Services is currently provided to you at no charge. We may elect to charge fees in the future. Investment in the Funds will be subject to any fees collected by the Funds, as will be communicated to you in the offering documents you sign or accept when electing to invest in a Fund. We may receive fees from the Funds.
5.3. Ethereum Gas Charges. Some Services involve the use of the Ethereum Blockchain, which may require that you pay a fee, commonly known as "Ethereum Gas Charges," for the computational resources required to perform a transaction on the Ethereum Blockchain. You acknowledge and agree that Aleph has no control over: (a) any Ethereum Blockchain transactions; (b) the method of payment of any Ethereum Gas Charges; or (c) any actual payments of Ethereum Gas Charges. Accordingly, you must ensure that you have a sufficient balance of Ether stored at your Ethereum Address to complete any transaction on the Ethereum Blockchain before initiating such Ethereum Blockchain transaction. We will make reasonable efforts to notify you of any Ethereum Gas Charges before initiating any Services that require the use of the Ethereum Blockchain.
5.4. Conditions and Restrictions. We may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Services or the Portal, with or without prior notice.
5.5. No Broker, Legal or Fiduciary Relationship. Aleph is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using the Portal or the Services. Neither our communications nor any information that we provide to you is intended as, or shall be considered or construed as, advice.
5.6. Your Responsibilities. As a condition to accessing or using the Services or the Portal, you shall:
only use the Services and the Portal for lawful purposes and in accordance with these Terms;
ensure that, at all times, all information that you provide on the Portal is current, complete and accurate; and
maintain the security and confidentiality of your Ethereum Address.
You shall be responsible for payment of all applicable taxes, if any, to which the Services might be subject and any and all other taxes which may apply to you.
5.7. Unacceptable Use or Conduct. As a condition to accessing or using the Portal or the Services, you will not:
violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws, such as the Bank Secrecy Act, each as may be amended;
infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Portal or the Services;
use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
attempt to circumvent any content filtering techniques or security measures that Aleph employs on the Portal, or attempt to access any service or area of the Portal or the Services that you are not authorized to access;
use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;
use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data;
introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Portal or the Services;
provide false, inaccurate, or misleading information;
post content or communications on the Portal that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
post content on the Portal containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick the user of the Service;
use the Portal or the Services from a jurisdiction that we have, in our sole discretion, or a relevant Governmental Authority has determined is a jurisdiction where the use of the Portal or the Services is prohibited; or
encourage or induce any third party to engage in any of the activities prohibited under this Section 5.7.
5.8. Your Assumption of Risks. You represent and warrant that you:
have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any transactions that you engage in through the Protocol;
have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under Applicable Law of engaging in transactions through the Protocol;
acknowledge and understand that electing to invest in a Fund is at your sole risk and responsibility. Aleph is not responsible or liable for any transaction between yourself and any Fund or the operation or acts or omissions of any Fund;
know, understand and accept the risks associated with your Ethereum Address, the Ethereum Blockchain, Ether and Tokens; and
accept the risks associated with lending, borrowing and trading Ether and Tokens, and are responsible for conducting your own independent analysis of the risks specific to any Ether and Tokens lent, borrowed or traded by you and your use of the Services.
You hereby assume, and agree that Aleph will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Aleph, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.
5.10. Your Content. You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users via the Aleph Platform as a result of your use of the Portal (collectively, "Your Content") through your use of the Services or the Portal, including, without limitation, for promoting Aleph (or its Affiliates), the Services or the Portal. You represent and warrant that: (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights.
Privacy Policy
Please refer to our privacy policy for information about how we collect, use, share and otherwise process information about you.
7. Smart-Contract Interaction; Wallets
7.1. Non-Custodial Nature. The Protocol integrates with smart contracts deployed on public or permissioned blockchains or centralized accounts selected by the User. Users connect third-party, non-custodial wallets (e.g., MetaMask, WalletConnect-enabled wallets, hardware wallets) to sign transactions. Aleph never holds, controls, or has access to your private keys or digital assets. Losing your private key or seed phrase will result in permanent loss of access to your assets and data, and Aleph cannot restore or recover such keys.
7.2. Transaction Irreversibility. Blockchain transactions are final and irreversible once confirmed. You are solely responsible for verifying transaction details, compatible network selection, gas fees, destination addresses, and smart contract logic before signing. Aleph has no ability to cancel, modify, or refund any transaction.
7.3. Third-Party Protocols and Bridges. Any use of decentralized exchanges, staking contracts, yield aggregators, bridges or other third-party protocols is at your own risk and subject to those providers’ terms. Aleph makes no endorsement or warranty regarding third-party protocols or tokens.
8. Proprietary Rights
8.1. Ownership of Services; License to Services. Excluding any open source software (as further described in Section 8.2) or third-party software that the Portal or the Services incorporates, as between you and Aleph, Aleph owns the Portal and the Services, including all technology, content and other materials used, displayed or provided on the Portal or in connection with the Services (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, transferable license to access and use those portions of the Portal and the Services that are proprietary to Aleph.
8.2. Open Source Software License. The Protocol is governed by the most recent version of the Business Source License, commonly known as BUSL 1.1 (https://spdx.org/licenses/BUSL-1.1.html).
8.3. Limitations. Without limiting the foregoing, you may not: (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Portal or the Services; (b) use the Portal or the Services for time-sharing or service bureau purposes; or (c) otherwise use the Portal or the Services in a manner that violates these Terms or any other software licenses.
8.4. Trademarks. Any of Aleph's product or service names, logos, and other marks used in the Portal or as a part of the Services, including Aleph's name and logo are trademarks owned by Aleph, its Affiliates or its applicable licensors. You may not copy, imitate or use them without Aleph's (or the applicable licensor’s) prior written consent.
9. No Investment, Tax, or Legal Advice
Aleph is not an investment adviser, tax adviser, broker-dealer, commodity trading adviser, or fiduciary. Information displayed through the Portal (including historical performance, allocations, token prices, or risk metrics) is provided for informational purposes only. Nothing on the Portal constitutes, or should be construed as, a solicitation, recommendation, endorsement, or offer to buy or sell any security, commodity, or digital asset, or to engage in any investment strategy. Users should obtain independent professional advice before making investment or tax decisions.
All information provided through the Portal is provided by the Funds. Aleph does not independently verify, check or audit the accuracy of any such information. You are solely responsible for verifying any information provided by a Fund prior to investing in the Fund.
PAST RESULTS ARE NOT A GUARANTEE OF FUTURE PERFORMANCE.
10. Blockchain-Specific Risks and Disclaimers
You represent, warrant, acknowledge, and agree that:
10.1. Volatility and Speculation. Digital assets and protocols are highly volatile and speculative. The value of tokens can decrease substantially and may reach zero.
10.2. Technology, Security, and Regulatory Risks. The Services may be impacted by code exploits, 51% attacks, flash-loan attacks, network congestion, forks, rollbacks, or cryptographic advances (e.g., quantum computing). Regulatory inquiries or actions may change how or whether the Platform can operate in certain jurisdictions.
10.3. Smart-Contract and Protocol Risk. Smart contracts underlying fund subscriptions or redemptions might contain vulnerabilities, coding errors, or economic exploits. You assume full responsibility for reviewing code, logic, and audit reports (if any).
10.4. Loss of Private Keys. If you lose access to the private key or seed phrase controlling your wallet, you will permanently lose access to assets and data linked to that wallet. Aleph cannot assist in recovery.
10.5. Counterparty and Fraud Risk. Aleph does not verify Customer claims regarding fund strategy, assets under management, or performance. All investment decisions are at your own risk.
10.6. Token Authenticity. Anyone can create tokens, including malicious or spoof tokens mimicking legitimate projects. You must verify token contracts and authenticity independently.
10.7. Tax Treatment. The tax characterization of digital assets is uncertain and may vary by jurisdiction. You are solely responsible for determining, reporting, and paying applicable taxes.
You expressly assume all such risks and agree that Aleph shall not be liable for any resulting losses.
11. Disclosures, Disclaimers
Aleph is a developer of software. Aleph does not operate a digital asset exchange platform or execute peer-to-peer transactions through its Protocol and therefore has no oversight, involvement, or control with respect to your transactions, which are executed through the Funds and the Ethereum Blockchain. The Protocol is an autonomous decentralized web protocol deployed to the Ethereum Blockchain that operates in a disintermediated fashion, and, as such, Aleph does not participate in any of these transactions.
Any transaction between yourself and any Fund is solely executed between yourself and the applicable Fund. Aleph is not a party to any transaction between yourself and a Fund or any decision by you to invest in a particular Fund.
You are responsible for complying with all laws and regulations applicable to your transactions, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission ("CFTC"), and the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC").
You understand that Aleph is not registered or licensed by the CFTC, SEC, the Financial Crimes Enforcement Network or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the Aleph software. This website and the Aleph software do not constitute advice or a recommendation concerning any commodity, security or other asset. Aleph is not acting as an investment adviser or commodity trading adviser to any person.
Aleph does not own or control the underlying software protocols that enable the Protocol to function. In general, the underlying protocols are open-source software and anyone can use, copy, modify, and distribute them. Aleph is not responsible for operation of the underlying protocols, and Aleph makes no guarantee of their functionality, security, or availability.
To the maximum extent permitted under Applicable Law, the Portal and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an "AS IS" and "AS AVAILABLE" basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, including, without limitation, the implied or legal warranties and conditions of merchantability, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third-party rights.
Limitation of Liability
In no event shall we (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Portal and the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder.
In no event shall our aggregate liability (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) arising out of or in connection with the Portal and the Services (and any of their content and functionality), any performance or non-performance of the Services, or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of fees received by us from Funds in respect of your investments, if any, in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.
THE FUNDS ARE THIRD PARTIES THAT ARE UNAFILLIATED WITH ALEPH. ALEPH PROVIDES NO REPRESENTATIONS, WARRANTIES, PROMISES OR COMMITMENTS REGARDING ANY FUNDS. ALEPH WILL NOT HAVE ANY LIABILITY WHATSOEVER IN RESPECT OF ANY ACT OR OMISSION OF A FUND OR ANY PERSON OR ENTITY ON THEIR BEHALF. ANY TRANSACTION OR INTERACTION BETWEEN YOURSELF AND A FUND IS SOLELY AT YOUR OWN RISK AND EXPENSE.
13. Indemnification
You will defend, indemnify, and hold harmless us, our Affiliates, and our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Portal, Services or Protocol; (b) Ethereum Blockchain assets associated with your Ethereum Address; (c) any feedback or user content you provide to the Portal, if any; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Aleph (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Aleph wishes to settle, and if so, on what terms.
14. Electronic Notices
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Portal or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact our support team to request additional electronic copies of our Communications by filing a support request at info@aleph.finance.
Changes, Suspension and Termination
15.1. Changes to Services. We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
15.2. No Liability. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Portal or the Services.
15.3. Survival. The following sections will survive any termination of your access to the Portal or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 1, 4, 5, 6.3, and 7-19.
16. Dispute Resolution and Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Aleph and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial.
You and Aleph agree that any dispute arising out of or related to these Terms or our Services is personal to you and Aleph and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Except for small claims disputes in which you or Aleph seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Aleph seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Aleph waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court.
Instead, for any dispute or claim that you have against Aleph or relating in any way to the Services, you agree to first contact Aleph and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to Aleph by email at info@aleph.finance or by certified mail addressed to info@aleph.finance. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; (c) set forth the specific relief sought.
If you and Aleph cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York City, New York, in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules").
You and Aleph agree that these Terms affect interstate commerce and that the enforceability of this Section 16 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law.
The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
You and Aleph agree that for any arbitration you initiate, you will pay the filing fee and Aleph will pay the remaining JAMS fees and costs. For any arbitration initiated by Aleph, Aleph will pay all JAMS fees and costs. You and Aleph agree that the state or federal courts of the State of New York and the United States sitting in New York City, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted this Section 16 by emailing us at info@aleph.finance. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.
If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed; (b) severance shall have no impact on the remainder of this Section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration.
17. Governing Law
The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Portal or the Services, will be governed by and construed and enforced in accordance with the laws of the State of New York, as applicable, without regard to conflict of law rules or principles (whether of the State of New Yorkor any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the state and federal courts located in the Southern District of New York, will have exclusive jurisdiction. You waive any objection to venue in any such courts.
Miscellaneous
Any right or remedy of Aleph set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect. If any part of these Terms is determined to be invalid or unenforceable under applicable law including, without limitation, the warranty disclaimers and liability limitations stated herein, then the invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in full effect.
We will have no responsibility or liability for any failure or delay in performance of the Portal or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
You may not assign or transfer any right to use the Portal or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Portal and the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.
By accessing or using the Portal, you acknowledge that you have read, understood, and agree to be bound by these Terms.