TERMS OF SERVICE

Last updated: August 20, 2021

PLEASE NOTE THAT YOUR USE OF OUR SITE 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. THE TERMS CONTAIN AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT DISPUTES ARISING UNDER THESE TERMS SHALL BE SETTLED IN BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY OR PARTICIPATION IN A CLASS ACTION LAWSUIT OR A JURY TRIAL.

Please read on to learn the rules and restrictions that govern your access to our website located at https://glozal.com (the “Site”),** use of our products, services and applications (Please read on to learn the rules and restrictions that govern your access to our website located at https://glozal.com (the “*Site*”), use of our products, services and applications (the “*Services***”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at info@glozal.com.

These Terms of Service (the “Terms”) are a binding contract between you and Glozal Inc. (“Glozal,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy.

Will these Terms ever change?

We reserve the right, at our sole discretion and without prior notice, to modify or replace these Terms, or change the Site, stop providing the Site, applications or Services, or create usage limits for the Site or Services, or change, improve or correct the information, materials and descriptions on the Site or offered through the Services at any time for any reason. We may permanently or temporarily terminate or suspend your access to the Site or Services without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms. You are solely responsible for checking the Terms periodically for changes, but if we do make changes to the Terms, we will attempt to bring it to your attention by requiring you to log in to your account again and accept the new Terms and/or 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. Upon termination of these Terms or your access to the Site for any reason or no reason, you will continue to be bound by these Terms which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site or offered through the Services may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Glozal does not undertake any obligation or responsibility to update or amend any such information. You agree that Glozal and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

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.

Who is eligible to use the Services?

The Services are only available to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete. If you are accessing the Site and/or using the Services on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms. 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 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.). If you believe that a child under 18 may have provided us personal information or accessed the Services, please contact us at info@glozal.com.

What about my privacy?

For the current Glozal Privacy Policy, please click here.

What are the basics of using Glozal?

Visitors to the Site may view content on the Site, broadly defined as any text, graphics, other materials or information uploaded, downloaded or otherwise accessible through the Site (“Content”). Visitors to the Site may open an account (an “Account”) as a “User” (a person who has an account on the Site that can neither accept nor make investments) or convert their User account to either an (i) “Issuer” account (for a private company intending to offer securities on its own site or other forum that is not the Site, an “Offering”), or (ii) “Investor” account (a person who has opened an account with the ability to make investments through (i) strictly in the case of an Offering by Glozal, the Site or (ii) in the event of any other Offering by another Issuer not Glozal that is leveraging Glozal’s technology suite, on such issuers own site or other forum).

Prior to gaining access to certain Services on the Site, Glozal will require you to set up an Account with a User ID (“User ID”) and password (the “Password(s)”) as set forth in the account registration procedures posted on the Site. Your account and User ID may be affiliated with a digital wallet (a “Wallet”) intended for use in connection with transactions in virtual currencies, cryptographic assets, or other digital assets that leverage blockchain technology (each a “Digital Asset”). Your User ID must be a name you have the right to use. You agree to comply with the procedures specified by Glozal from time to time regarding obtaining and updating Passwords for your User ID, as well as any procedures with respect to your Wallet or Digital Assets. You agree to assume sole responsibility for the security of Passwords issued to you and your Wallet. Passwords are subject to cancellation or suspension by Glozal at any time, including upon the misuse of any and the reissuance or reactivation of Passwords. You agree to ensure that you will use your best efforts to prevent any third-party from obtaining your Passwords, and you shall inform Glozal immediately in writing of any actual or potential unauthorized access to a Password, Wallet, or to the Site and/or Services.

The only people who are authorized to create accounts on the Site are authorized representatives of Issuers and prospective-investors with a substantial background in investment, financial markets and early-stage business, who understand the relevant risks and legal terms and are willing to bear the consequences. As of the effective date of these Terms, Glozal shall only make available on the Site an Offering on its own behalf and shall not act as a broker-dealer, investment advisor, funding portal, or any other entity registered with U.S. regulatory agencies pursuant to exemptions only for “accredited investors” and individuals or entities who are not “U.S. persons”, each as defined under the Securities Act of 1933. Any other Offering for another Issuer shall occur on such Issuer’s own site or another forum not affiliated with Glozal. Any investment in Glozal or any other Issuer is intended for Investors who are sophisticated enough to protect their own interests, have reviewed the general risks and disclosures associated with such Offering (in addition to any specific terms or risk factors identified in the documentation for a definitive Offering) and can tolerate risk of capital loss.

When using our Site and Services, you are promising not to violate any of the restrictions or requirements as described below. Aside from your Content, all information, documents and Services provided on this Site, including trademarks, logos, graphics and images (the “Materials”) are provided to you by Glozal or other Users. Except as expressly stated herein, you acknowledge that you have no right, title or interest in or to the Materials. Furthermore, with regard to the any Offering hosted by Glozal or any other Issuer using Glozal’s technology suite, you shall not use related Content for any purpose other than seeking capital or assessing a potential investment.

The Services may invite you to participate in discussion forums viewable by the general public, or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content through the Services. Any Content you distribute through the Site or otherwise provide through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to Glozal in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with Glozal, is hereby licensed to Glozal on a nonexclusive, worldwide, royalty-free, irrevocable, perpetual basis.

Furthermore, you cannot have any expectation, except with respect to Glozal pursuant to an Offering conducted by Glozal, that Glozal evaluates, confirms, endorses, or otherwise stands behind any Content provided by any User, Investor, or Issuer. You may not treat any email or other information you receive as a result of your access to the Services as a representation of any kind by Glozal on which you should rely. Glozal is not qualified to provide legal, accounting, tax, or investment advice, and no information provided to you by Glozal, its staff or its affiliates, can be so construed.

By using our Site and our Services, you agree and acknowledge in each instance that Glozal is not an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Investor and an Issuer. Glozal shall not be held liable to any party for any costs or damages arising out of or related to such transaction. Unless otherwise required by law, Glozal retains sole discretion to reject or accept any application from any Issuer or Investor to participate on the Portal, for any reason or no reason at all.

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, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws or regulations, then you aren’t authorized to use the Services. If permits and licenses are required for you to use the Services, you must first obtain those prior to such use. We can’t and won’t be responsible for your using the Services in a way that breaks the law or regulations.

The Services include certain functionality consisting of software that permits you to store and transfer Digital Assets. In order to use certain of Glozal’s Services, you will be required to create an account and Wallet that will hold your Digital Assets. Glozal uses information provided by you when creating an account to create a user ID linked to your Wallet. You shall not provide us with another person’s information. Glozal’s software may also offer two-factor authentication to assist if you are locked out of your account, and if you choose to participate, you may need to provide additional information.

When you create a Wallet with Glozal, a cryptographic private and public key pair is generated. The private and public key pair together evidence ownership/possession of a specific amount of a supported Digital Asset which enables you to send and receive Digital Asset via the relevant Blockchain network. The public key is visible to all participants in a Blockchain’s (defined below) network. The private key must be used to transact the Digital Asset represented by the corresponding public key. Glozal does not store your private key in its database. Glozal utilizes third parties’ technology (including Upvest) and its own proprietary technology to encrypt your private key in a process designed to help ensure its security and confidentiality.

When you request to make a transfer of Digital Asset, in order to authorize such transfer you will be required to either (1) enter your password or (2) make use of any other service relying on Upvest wallet service implemented as pass-through (each of the foregoing, the “Transfer Authorization”). Glozal will only initiate a transfer after receipt of the Transfer Authorization. Glozal is entitled to rely on the Transfer Authorization and has no duty to inquire into or investigate the validity or accuracy of any Transfer Authorization, though it may, at its sole discretion, inquire into or investigate such Transfer Authorization. You will be responsible for keeping your Wallet and for any activity associated with your Wallet. Glozal will not be responsible if someone else accesses your Wallet and authorizes a transaction upon receipt of any security code. You should let Glozal know immediately if your account or Wallet has been stolen or otherwise compromised.

Blockchain” refers to a distributed ledger, maintained by a network of computers, that records all transactions of Digital Asset in theoretically unchangeable data packages known as blocks, each of which are timestamped to reference the previous block, so that the blocks are linked in a chain that evidences the entire history of transactions of the Digital Asset.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:

  • Infringes or violates the intellectual property rights or any other rights of anyone else (including Glozal);
  • Violates any law or regulation, including, without limitation, any securities laws, commodities laws, or applicable export control laws;
  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  • Jeopardizes the security of your Glozal account or anyone else’s (such as allowing someone else to log in to or access the Services as you);
  • Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  • Violates the security of any computer network, or cracks any passwords or security encryption codes;
  • 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.

Your Responsibilities and Assumption of Risk associated with Digital Assets and your Wallet

In order to be successfully completed, any transaction in Digital Assets created with your Wallet must be confirmed and recorded in a Blockchain associated with the relevant digital asset. Glozal has no control over any Blockchain and therefore cannot and does not ensure that any transaction details you submit via our Services will be confirmed on the relevant Blockchain and does not have the ability to facilitate any cancellation or modification requests.

You agree and understand that:

  • You take responsibility for all activities that occur under your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law.
  • Glozal is not a custodian of your Digital Assets held in your Wallet and provides an interface to interact with your Digital Assets. Glozal cannot assist you with recovering Digital Assets and may not be able to assist you with recovering access to your Wallet if it is compromised even if Glozal has access to your account with Glozal.
  • Digital Assets are an emerging asset class. Except as otherwise set forth in writing here or pursuant to Offering documents offered by Glozal to you on its own behalf, Glozal makes no warranties as to the markets in which Digital Assets are purchased and traded.
  • The transaction details you submit via the Services may not be completed, or may be substantially delayed, by the relevant Blockchain used to process a transaction.
  • Except as otherwise set forth in writing here or pursuant to offering documents offered by Glozal to you on its own behalf, there are no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Asset.
  • Once transaction details have been submitted to a Blockchain, Glozal cannot assist you to cancel or otherwise modify your transaction or transaction details.
  • Glozal is not currently regulated by, registered or licensed with any federal or state regulatory agency and is not subject to the examination or reporting requirements of any such agencies.
  • The application of existing legal and regulatory requirements to Digital Asset and markets for Digital Asset is developing and evolving. Glozal may rely on advice of counsel concerning the application of existing and new legal and regulatory requirements to its activities concerning Digital Asset.
  • Glozal does not assume responsibility for any inherent risks associated with Blockchain technology, including, but not limited to, design or implementation flaws that affect the operation of any Blockchain. Furthermore, Glozal does not assume responsibility for any issues relating to the continuing viability of a Blockchain, including, but not limited to, the ability to retain the technical expertise required to support a Blockchain or the performance of a Blockchain with respect to transaction times.
  • Glozal makes no guarantee as to the functionality of any Blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of Digital Asset. You acknowledge and accept that the protocols governing the operation of a Blockchain may be subject to sudden changes in operating rules which may materially alter the Blockchain and affect the value and function of Digital Asset evidenced on that Blockchain.
  • Glozal does not assume responsibility for fundamental advancements in cryptography which could render inoperative the current cryptography algorithms utilized by a Blockchain supporting a specific Digital Asset.
  • Glozal makes no guarantee as to the security of any Blockchain. Glozal is not liable for any hacks, double spending, stolen Digital Asset, or any other attacks on a Blockchain, including, but not limited to, majority attacks in which a nation-state or other party with sufficient computing power is able to control and manipulate the records of a Blockchain.
  • Glozal makes no guarantees as to the security of Upvest and is not liable for any hacks or attacks on Upvest’s systems.
  • Glozal is not liable for any hacks or malicious attempts or phishing scams to obtain access to your Wallet via your security code, account, or any other point of access for your Wallet. You alone are responsible for ensuring that you do not provide your security code to any other person and or entity.
  • Glozal is not responsible for any illegal activity or use of the Digital Asset contained your Wallet or for any illegal transfers requested or authorized by you.

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, 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 Glozal’s) rights.

You understand that Glozal owns the Services. Except with respect to software that has been publicly released pursuant to open source licenses, 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.

Who is responsible for what I see and do on the Services?

Any third-party goods or services, information or content publicly posted or privately transmitted or made available through the Services is the sole responsibility of the person from whom such goods, services or content originated, and you obtain such goods or services and access all such information and content at your own risk, and we aren’t liable for any errors or omissions 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. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to 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.

The Services may contain links or connections to third party websites or services that are not owned or controlled by Glozal. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Glozal is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

Glozal has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Glozal will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Glozal shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants of the Services, or between users and any third party, you agree that Glozal is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Glozal, its 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. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Do the Services cost anything?

Except with respect to fees charged by third party service providers or as explicitly provided in writing, the Glozal Services are currently free, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

What if I want to stop using the Services?

You’re free to do that at any time; please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services.

[If you would like to stop using the Services and export the contents of your Wallet, you may provide a written request to Glozal. Upon receipt of an export request, Glozal will provide a downloadable file of your private key encrypted with a password of your choosing (the “Private Key File”). Once Glozal has provided you access to your Private Key File:

  • You will no longer have access to the Digital Asset of the exported Wallet or Private Key through Glozal.
  • You will not be able to re-import your Private Key File to your Glozal account.
  • A new Wallet or new private key will be generated for your Glozal account, so you may still use your Glozal account if you would like to use the Services again.

UPON RECEIPT OF YOUR PRIVATE KEY FILE, GLOZAL HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO SUCH PRIVATE KEY FILE AND ANY DIGITAL ASSET THAT WAS CONTAINED IN YOUR WALLET ON GLOZAL’S SERVICES. YOU ALONE WILL BE RESPONSIBLE FOR KEEPING SUCH PRIVATE KEY FILE SECURE. IF YOU LOSE ACCESS TO YOUR PRIVATE KEY FILE, YOU ACKNOWLEDGE AND AGREE THAT GLOZAL HAS NO ABILITY TO ASSIST YOU IN RETRIEVING THAT PRIVATE KEY FILE AND ANY DIGITAL ASSET YOU HAVE ASSOCIATED WITH THAT PRIVATE KEY FILE WILL BECOME INACCESSIBLE. GLOZAL SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING.]

Glozal is also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. Glozal has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

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 (if applicable) or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

What else do I need to know?

Warranty Disclaimer. Neither Glozal nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services, provided that this shall not limit our liability pursuant to applicable securities laws or other regulatory rules in the event that you participate in an offering of our securities in a separate transaction. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Glozal or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY GLOZAL (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THE SECURITY ASSOCIATED USE OF, OR TRANSMISSION OF INFORMATION THROUGH, THE SERVICES. 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. Glozal shall not be liable for any action taken or omitted by it pursuant to, or in connection with, these Terms except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that Glozal’s gross negligence or willful misconduct was the direct cause of any loss to you, and subject to the limitations set forth below.

Notwithstanding anything to the contrary in these Terms, Glozal shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to:

  • the ownership, validity or genuineness of any Digital Asset;
  • the collectability, insurability, effectiveness, marketability or suitability of any Digital Asset; or
  • losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond its control, including without limitation: acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party.

Notwithstanding anything in these Terms to the contrary, 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 GLOZAL (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO GLOZAL IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN 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 Glozal, its affiliates, officers, agents, employees, and partners 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 third party 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 Glozal’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Pre-Arbitration Negotiations. To expedite resolution and control the cost of any Dispute, you and Glozal agree to first attempt to negotiate any dispute arising from or relating to the subject matter of these Terms (“Dispute”) (except those Disputes expressly provided herein) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Glozal, 22 East Maxwell Dr West Hartford 06107 CT USA. As you consent to the Terms by your use of the Site or our Services, you acknowledge that you can locate this pre-dispute arbitration clause using a search function on your webpage and that you have received a copy of this pre-dispute arbitration clause by or through your access of the Site.

Choice of Law; Arbitration. If you and Glozal are unable to resolve a dispute through the pre-arbitration negotiations provided herein, these Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any Dispute shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who 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. 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. Further and except as otherwise provided in these Terms, you and Glozal may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrator(s) shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance. You and we agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity. For all purposes of this Agreement, the parties’ consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS: CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND GLOZAL ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Reporting Suspected Vulnerabilities. If you would like to report a vulnerability or have a security concern regarding our user-facing services, APIs, infrastructure, and architecture etc., please e-mail info@glozal.com.

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 Glozal 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 is 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. Except as otherwise set forth in writing here or pursuant to offering documents offered by Glozal to you on its own behalf in a separate transaction, you and Glozal agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Glozal, and that it supersedes and cancels 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 Glozal, and you do not have any authority of any kind to bind Glozal in any respect whatsoever.

Third Party Beneficiaries. You and Glozal agree there are no third party beneficiaries intended under these Terms.

Statute of Limitations. Except as otherwise set forth in writing here or pursuant to offering documents offered by Glozal to you on its own behalf, you and Glozal both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, these Terms or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

E-Signature and E-Delivery (Electronic Signature (E-Sign) and Uniform Electronic Transactions Act (UETA) Disclosure).

THIS E DISCLOSURE AND CONSENT IS PROVIDED IN COMPLIANCE WITH THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, 15 USC §7001, ET SEQ. (“E-SIGN ACT”) AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT, AS ADOPTED BY THE VARIOUS STATES. BY USING THIS SITE OR OUR SERVICES, VISITORS AND USERS THEREBY AGREE TO THESE TERMS IN THEIR ENTIRETY, WHICH MAY BE AMENDED FROM TIME TO TIME. RELEVANT AGREEMENTS GOVERNING SPECIFIC TRANSACTIONS AND ACTIVITIES ON THE SITE ARE TYPICALLY AGREED TO VIA ELECTRONIC SIGNATURES, EVIDENCED BY THE RELEVANT PARTIES SELECTING “ACCEPT” BUTTON OR CONFIRMING VIA OTHER FORMS OF ELECTRONIC COMMUNICATION (“ELECTRONIC SIGNATURE”). YOU AGREE YOUR ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF YOUR MANUAL/HANDWRITTEN SIGNATURE. BY SELECTING “I ACCEPT” USING ANY DEVICE, MEANS OR ACTION, YOU CONSENT TO THE LEGALLY BINDING TERMS AND CONDITIONS OF THE RELEVANT AGREEMENT. YOU ALSO AGREE THAT NO CERTIFICATION AUTHORITY OR OTHER THIRD-PARTY VERIFICATION IS NECESSARY TO VALIDATE YOUR E-SIGNATURE, AND THAT THE LACK OF SUCH CERTIFICATION OR THIRD-PARTY VERIFICATION WILL NOT IN ANY WAY AFFECT THE ENFORCEABILITY OF YOUR E-SIGNATURE OR THE RELEVANT AGREEMENT. YOU HAVE THE RIGHT TO WITHDRAW YOUR CONSENT AT ANY TIME. TO WITHDRAW CONSENT, YOU MAY SEND A WRITTEN REQUEST BY E-MAILING INFO@GLOZAL.COM. IF CONSENT IS WITHDRAWN, GLOZAL RESERVES THE RIGHT TO DISCONTINUE YOUR ACCESS TO THE SITE OR SERVICES, TERMINATE ANY AND ALL AGREEMENTS WITH YOU OR OTHER PARTIES HOSTED ON THE SITE, AND/OR CHARGE YOU ADDITIONAL FEES FOR PAPER COPIES. IF, AFTER YOU CONSENT TO PROVIDE YOUR SIGNATURE ELECTRONICALLY, AND YOU WOULD LIKE A PAPER COPY OF AN ELECTRONIC SIGNATURE, YOU MAY REQUEST A COPY WITHIN ONE HUNDRED EIGHTY (180) DAYS OF THE ELECTRONIC SIGNATURE BY CONTACTING GLOZAL AS DESCRIBED ABOVE. GLOZAL WILL SEND YOUR PAPER COPY TO YOU BY U.S. MAIL. IN ORDER FOR GLOZAL TO SEND PAPER COPIES TO YOU, YOU MUST HAVE A CURRENT STREET ADDRESS ON FILE WITH GLOZAL AS YOUR PRIMARY MAILING ADDRESS. IF YOU REQUEST PAPER COPIES, YOU UNDERSTAND AND AGREE THAT GLOZAL MAY CHARGE YOU A PAPER COMMUNICATIONS FEE FOR EACH COMMUNICATION AT THE CURRENT RATE DETERMINED BY GLOZAL.

CONSENT TO ELECTRONIC DELIVERY. AS A USER OF OUR SITE OR SERVICES, YOU SPECIFICALLY AGREE TO RECEIVE, OBTAIN, AND/OR SUBMIT ANY AND ALL DOCUMENTS AND INFORMATION ELECTRONICALLY. THESE DOCUMENTS AND INFORMATION WILL BE COLLECTIVELY KNOWN AS “ELECTRONIC COMMUNICATIONS,” AND WILL INCLUDE, BUT NOT BE LIMITED TO, ANY AND ALL CURRENT AND FUTURE REQUIRED NOTICES AND/OR DISCLOSURES, AND ALL RELEVANT AGREEMENTS RELATING TO YOUR ACTIVITIES ON THE SITE. YOU ACCEPT ELECTRONIC COMMUNICATIONS PROVIDED VIA EMAIL AS REASONABLE AND PROPER NOTICE FOR THE PURPOSE OF FULFILLING ANY AND ALL RULES AND REGULATIONS AND AGREE THAT SUCH ELECTRONIC COMMUNICATIONS FULLY SATISFY ANY REQUIREMENT THAT COMMUNICATIONS BE PROVIDED TO YOU IN WRITING OR IN A FORM THAT YOU MAY KEEP. AS A USER OF OUR SITE OR SERVICES, YOU ARE RESPONSIBLE FOR KEEPING YOUR PRIMARY EMAIL ADDRESS ON FILE WITH GLOZAL UP TO DATE, SO THAT GLOZAL CAN COMMUNICATE WITH YOU ELECTRONICALLY. YOU UNDERSTAND AND AGREE THAT IF GLOZAL SENDS YOU AN ELECTRONIC COMMUNICATION, BUT YOU DO NOT RECEIVE IT BECAUSE YOUR PRIMARY EMAIL ADDRESS ON FILE IS INCORRECT, OUT OF DATE, BLOCKED BY YOUR INTERNET SERVICE PROVIDER, OR YOU ARE OTHERWISE UNABLE TO RECEIVE ELECTRONIC COMMUNICATIONS, GLOZAL STILL WILL BE DEEMED TO HAVE PROVIDED THE COMMUNICATION TO YOU.