Last Updated: August 12, 2021

Emergent Coin, Inc., (“Emergent,” “we,” “our,” or “us”) provides its services through its website, nucle.io, which it owns and operates. This Terms of Service Agreement (the “Terms” or the “Agreement”) is intended to make you, the user (“you”), aware of the terms and conditions of your use of our website, any subdomains or pages hosted on our domain and subdomains, mobile applications (the “Site”), as well as the services and products offered through the Site (collectively the “Services” or “Nucle Wallet”). Before using our Services, please read this Agreement carefully, along with any other policies or notices on the Site and our Privacy Policy. Together, these materials contain terms, rules, and guidelines related to your use of Nucle Wallet.

IMPORTANT NOTICE: YOUR USE OF THE SERVICES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 13(E) OF THE AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 13(E) OF THIS AGREEMENT FOR MORE INFORMATION.

1. OVERVIEW

PLEASE READ THIS AGREEMENT CAREFULLY. Nucle Wallet provides self-hosted wallet services for Chia blockchain (the “Chia Network”). By creating or importing a locally hosted wallet (a “Wallet”), using or accessing the Site, you are agreeing to our Terms, so please read them carefully.  We reserve the right to change these Terms at any time. Any such changes with respect to your use of Nucle Wallet will take effect immediately when posted on our Site. Your continued use of Nucle Wallet following any such change will signify your acceptance to be bound by the then current Terms. Please check the effective date above to determine if there have been any changes since you have last reviewed these Terms. If you do not agree to this Agreement or any modifications to this Agreement, you should not use our Services or access our Site.

2. ELIGIBILITY

To be eligible to use Nucle Wallet, you must be at least eighteen (18) years old and be able to form legally binding contracts. By using or accessing our Services and Site, you represent and warrant that (i) you are legally permitted to use the Services in your jurisdiction; (ii) any information you provide via the Services is accurate and complete; (iii) you will comply with all applicable laws; (iv) you are not a resident of, or located in, any country to which the United States has embargoed goods or otherwise applied sanctions; and (v) you are not a person or entity identified on (a) a list of specially designated national persons maintained by the Office of Foreign Assets Control of the United States Treasury Department; (b) a list of denied persons or parties of concern maintained by the Bureau of Industry and Security of the United States Department of Commerce; or (c) any similar list promulgated by an official agency, ministry, or department of the United States.

If you are using our Services on behalf of a legal entity, you further represent and warrant that: (a) the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (b) you are duly authorized by such legal entity to act on its behalf. By using Nucle Wallet, you represent and warrant that you meet all eligibility requirements that we outline in these Terms. We may still refuse you to access or use Nucle Wallet, however, and we reserve the right to change our eligibility criteria at any time.

2. OUR SERVICES

(A) Description. Nucle Wallet is a software application that (i) generates Wallet addresses and encrypted private keys that you may use to send and receive Chia and related cryptographically secured tokens (the “Virtual Currency”); (ii) allows users to browse third party decentralized applications (“DApps” or “DApp”) through the mobile app features; and (iii) facilitates the submission of Virtual Currency transaction data to the Chia Network without requiring you to download or install the associated Chia software to your local device.

(B) Authorization to Use the Services; Restrictions. As a user of the Services and subject to your continued compliance with these Terms, we grant you a limited, personal, non-commercial, non-exclusive, non-transferable, and revocable license to use Nucle Wallet. Except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. We reserve all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Services.

At all times in connection with your access to and use of the Services, you hereby agree that you will not: (i) violate any applicable laws, including but not limited to w any local, provincial, state, federal, national, or international laws that may apply to you; (ii) use our Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, illegal gambling, fraud, money laundering, or terrorist activities; (iii) encourage or induce any third party to engage in any of the activities prohibited under this Section; (iv) use or attempt to use another user’s Wallet without authorization or use our Services in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it; (v) distribute any virus or other harmful computer code through Nucle Wallet; (vi) take any action that may impose an unreasonable or disproportionately large load on our or any of our third party providers’ infrastructure; or (vii) bypass, circumvent, or attempt to bypass or circumvent any measures that we may use to prevent or restrict access to the Services including, without limitation, other accounts, computer systems, or networks connected to the Services.

If we discover that you have violated this Agreement or other regulatory requirements in any way including, but not limited to, violating the Bank Secrecy or participating in money laundering or by financing terrorist activities, we will take proportional disciplinary action. Any use of Nucle Wallet other than as specifically authorized in this Agreement, in our sole discretion and without our prior written permission, is strictly prohibited, and we reserve the right to blacklist your Wallet public address and terminate your license to use Nucle Wallet.

(C) Notices and Push Notifications. You may agree to receive push notifications from us that will alert you when the Chia Network is congested and when transactions involving your Wallet have been completed. Push notifications can be enabled to display information about Virtual Currency. If you would like to receive push notifications, you must opt-in to the service by accessing “Settings” and enabling “Push Notifications” on your device. You agree that we may communicate with you electronically, and any communications sent to you electronically will satisfy any requirement that such communication be in writing. We recommend that you agree to receive push notifications from us, as this is our primary way of communicating with you.  We may also provide notices sent to you on your Wallet page or available on the Site.

(D) Experimental Tokens. Emergent may make available experimental, non-transactable, non-transferable coloured coin tokens with no assigned cash value (e.g.  the Tails Token). These tokens are purely to test and research Chia blockchain coloured coin and its smart contract functionalities. Emergent reserves the right to change, modify, add, delete, or abandon the experimental tokens or associated functionalities at any time with or without prior notice and without any liability to you. Further information on current experimental tokens can be found at nucle.io/tails.

3. WALLET REGISTRATION AND ACCOUNT INFORMATION

(A) Accessing Nucle Wallet. You must either import or create a Wallet in order to use Nucle Wallet. When you create a Wallet, you will be prompted to either create or have Emergent generate a twelve word mnemonic seed (a “Recovery Phrase”).You will be responsible for maintaining the confidentiality of your Recovery Phrase, and will be fully responsible for any and all activities that occur under Wallet(s).

(B) Protecting your Wallet(s). You are solely responsible for maintaining the security of your Recovery Phrase and any password associated with your Wallet. You must keep your Wallet Recovery Phrase, and any associated information secure. Failure to do so may result in the loss of control of Virtual Currency associated with the Wallet.

Please note that we cannot assist with password retrieval. We store your Wallet but do not receive or store your Wallet Recovery Phrase or any encrypted private key or unencrypted private key associated with your Wallet. We cannot, therefore, assist you with Wallet password retrieval. We cannot generate a new Recovery Phrase or private key for your Wallet if you fail to remember your original information. If you have not safely stored a backup of any Wallet address and private key pairs or Recovery Phrase maintained in your Wallet, you accept and acknowledge that any Virtual Currency you have associated with such a Wallet address will become inaccessible if you do not have your Wallet Recovery Phrase.

An encrypted backup of certain information associated with the Wallet can be stored on your device in Keystore. This, with the private key or Recovery Phrase that is connected to the Wallet address, together, may be used to authorize the transfer of Virtual Currency to and from that Wallet address.

You shall immediately notify us of any unauthorized use of your password, account, or any other breach of security.

(C) Assumption of Risk. We will not be liable for any loss or damage arising from your failure to comply with this Section 3. When you create a Wallet, you are strongly advised to take precautions in order to avoid loss of access to and/or control over your Wallet. Suggested measures include, but are not limited to, the following: (a) creating a strong device or screen password that you do not use for any other website or online service; (b) safeguarding any private key and your Recovery Phrase on an external hard drive which, all users, especially users who have more than $100,000 USD in equivalent assets, are encouraged to do so; (c) maintaining the security of your Wallet by protecting any private key and Recovery Phrase associated with your Wallet by, for example, limiting access to your computer and your Wallet, or making offline copies of such; and (d) promptly notifying us if you discover or otherwise suspect any security breaches related to your Wallet.

4. VIRTUAL CURRENCY TRANSACTIONS.

In order to be completed, all proposed Virtual Currency transactions must be confirmed and recorded in the Virtual Currency’s associated public blockchain. Such networks are decentralized peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the Chia Network and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using Nucle Wallet, you acknowledge and agree that the transaction details you submit may not be completed or may be substantially delayed.

We do not store, send, or receive Virtual Currency. Any transfer that occurs in any Virtual Currency occurs on the Chia Network is not on a network owned by us. We therefore do not guarantee that Nucle Wallet can affect the transfer of title or right in any Virtual Currency. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any Virtual Currency transaction initiated via the Services. We strongly encourage you to review your transaction details carefully before attempting to transfer a Virtual Currency.

5. INTELLECTUAL PROPERTY

Nucle Wallet was developed under a Apache 2.0 open source license. Information regarding Nucle Wallet’s current software can be found at https://github.com/EmergentCoin/NucleWallet. Since software development is community-based, it can be accessed, used, and shared, in modified or unmodified form, by anyone. Please be aware that Apache 2.0 is a permissive free software license written by the Apache Software Foundation (ASF). It allows users to use the software for any purpose, to distribute it, to modify it, and to distribute modified versions of the software under the terms of the license, without concern for royalties. If you have any questions, you should review Apache’s terms and conditions at https://www.apache.org/licenses/LICENSE-2.0.

The Site and our Services also contain copyrighted material and trademarks including, but not limited to, text and graphics (the “Content”), which is protected by copyright law, registered and unregistered trademarks, and other intellectual property rights. Unless otherwise provided, we exclusively own the Content. Your use of the Services does not grant you any right, title, or interest in the Content. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or, in any other way, exploit any of the Content, in whole or in part.

You may provide ideas, suggestions, or proposals about the Services to us through any means (“Feedback”). By providing Feedback, you hereby grant us a fully paid up, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and sublicensable right to license to use Feedback for any legitimate business purpose.

6. TRANSACTIONS

(A) Payment and Fees.  We do not currently charge any fees for any of our Services. However, we reserve the right to do so in the future and, in such cases, any applicable fees will be displayed prior to you using any service to which a fee applies.

(B)Transactions. Once transaction details have been submitted via the Services, we cannot assist you to cancel or otherwise modify your transaction. EMERGENT HAS NO INSIGHT INTO OR CONTROL OVER ANY CHIA-BASED BLOCKCHAIN AND DOES NOT HAVE THE ABILITY TO FACILITATE ANY CANCELLATION OR MODIFICATION REQUESTS. Blockchain networks may require the payment of a transaction fee for every transaction that occurs on its network. You are responsible for the payment of any transaction fees when transacting with your Wallet. You must ensure that you have an adequate balance in your Wallet to complete transactions, including any transaction fee, before initiating a transaction. You acknowledge and agree that we will not be liable for any failed transactions due to insufficient funds associated with your Nucle Wallet account.

(C)Taxes. As between us and you, it is your sole responsibility to determine what, if any, taxes apply to the transactions that you have submitted transaction details for via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your Chia Network transactions or for collecting, reporting, withholding, or remitting any taxes arising from any Virtual Currency Transactions.

7. THIRD PARTY SERVICES AND CONTENT

Some parts of the Services or the Site may, from time to time, be supported by sponsored links from advertisers and display offers that may be matched to you based on information stored in the Services, queries made through the Services, or other information. In no event shall a description or reference to a third party’s product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement or promotion of such third party products or services by us. We do not endorse, warrant or guarantee the products or services through any third party offer (or any other third party products or services on or linked from our Site), whether sponsored or not, and we are not an agent or broker or otherwise responsible for the activities of policies of those websites. We retain the exclusive right to add to, modify, or cancel the availability of any third party service.

If, to the extent permitted by Emergent, you elect to use or purchase services or products from any third party or elect to grant express permission to a third party to access or connect to your Wallet or other information, either through the third party’s product or service or through Emergent, you acknowledge that doing so does not relieve you of any of your responsibilities under this Agreement and that you and your information are subject to their terms and privacy policy. You are fully responsible for all acts or omissions of any third party with access to your Wallet. We are not responsible for the products and services offered by any third party. WE DO NOT ENDORSE ANY OTHER THIRD PARTY OR USER AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS OR THIRD PARTIES. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND ANOTHER USER.

8. ASSUMPTION OF RISK

You accept and acknowledge that we have no control over, and no duty to take any action regarding: (i) failures, disruptions, errors, or delays in processing Virtual Currency that you may experience while using the Services; (ii) the risk of failure of hardware, software, and Internet connections; (iii) the risk of malicious software being introduced or found in the software underlying Nucle; (iv) the risk that third parties may obtain unauthorized access to information stored within your Wallet, including, but not limited to your Wallet address, any private key, and Recovery Phrase; and (v) the risk of unknown vulnerabilities in or unanticipated changes to the Chia Network or any other underlying blockchain or distributed ledger.

We will not be liable for any losses, damages, or claims arising from: (a) user error such as forgotten Recovery Phrases or password, incorrectly constructed transactions, or mistyped Virtual Currency addresses; (b) server failure or data loss; (c) unauthorized access to the Nucle Wallet application; (d) bugs or other errors in the Nucle Wallet software; and (e) any unauthorized third party activities, including, but not limited to, the use of viruses, phishing, brute forcing, or other means of attack against Nucle Wallet.

You accept and acknowledge that the application of blockchain technology is novel and untested, and may contain inherent flaws or limitations, which could affect the long-term utility of the Service and underlying value thereof. We will not be liable for the long-term utility or value of the Service. Likewise, regulation of blockchain protocols and networks, digital assets and tokens, and digital asset exchanges involves some degree of uncertainty with respect to how existing law may apply or be applied, or how future laws may be applied. In addition, regulatory approaches to digital assets and related technologies and actors vary significantly among international, federal, state, and local jurisdictions. It is possible that any changes in the domestic or global regulatory environment could adversely impact Emergent and its ability to provide the Service. Various legislative, regulatory, and executive bodies in the United States and in other countries may, in the future, adopt laws, regulations, or guidance, or take other actions that could severely impact digital assets or Virtual Currency. We will not be liable for any negative impacts on Virtual Currency due to changes in laws, rules, regulations, or guidance.

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EMERGENT OR ANY OF ITS OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, LAWYERS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (COLLECTIVELY THE “EMERGENT PARTIES”) BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM  YOUR USE OF, OR CONDUCT IN CONNECTION WITH, OUR SERVICES, EVEN IF THE EMERGENT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION, AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

WE SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED USE OF YOUR WALLET ADDRESS AND/OR PRIVATE KEY OR RECOVERY PHRASE DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR WALLET.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WILL AT ALL TIMES BE LIMITED TO  A MAXIMUM OF ONE HUNDRED ($100.00) US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE THIS LIMIT.

THESE LIMITATIONS IN THIS SECTION 9 APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. WARRANTY DISCLAIMER

OUR SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT THE SERVICES (INCLUDING THE SITE) WILL MEET YOUR EXPECTATIONS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY CONTENT FOUND ON THE SERVICE WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE AND ANY CONTENT FOUND ON THE SERVICE WILL BE VIRUS-FREE.

ANY CONTENT OR OTHER MATERIAL ACCESSIBLE OR DOWNLOADED VIA THE SERVICES IS DONE AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

11. INDEMNITY

To the extent permitted by applicable law, you shall defend, indemnify, and hold harmless Emergent Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorney’s fees) arising from or related to: (a) your use of and access to, or misuse of, the Services; (b) any Feedback you provide to us concerning Nucle Wallet; (c) your infringement or violation of any intellectual property, proprietary, or privacy rights of any third party; (d) your actual or alleged violation of any term of this Agreement; (e) injury to person or property arising from acts of negligence, bad faith, willful misconduct, or reckless disregard by you relating to these Terms or the Services; or (f) your actual or alleged violation of any law, rule, or regulation, or the rights of any third party in connection with your use of the Services.

12. TERM; TERMINATION

The Terms are effective as of the date when you accept them, as described in Section 1 Overview, and shall remain in full force and effect for so long as you use or access the Services, unless terminated earlier in accordance with these Terms.

We may, in our sole discretion and without cost to you, with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of our Services. You are solely responsible for storing outside of the Services a backup of any Wallet Recovery Phrase and private key pair that you maintain in your Wallet. Maintaining an external backup of any Wallet Recovery Phrase and private key pairs associated with your Wallet will allow you to access the Chia Network blockchain upon which your Wallet is secured. Such a backup will allow the user to fully restore their Wallet at any time without cost or loss of the user’s Virtual Currency. If you do not maintain a backup of your Wallet data outside of the Services, you will not be able to access the Virtual Currency associated with your Wallet. Nucle Wallet shall not be held responsible or liable for any loss of Virtual Currency in the event that we discontinue or depreciate the Services.

In the event of termination concerning your license to use Nucle Wallet, your obligations under this Agreement will still continue. Your access to the funds in your Wallet after termination will depend on your access to your backup of your Wallet address and private key. The following Sections shall survive termination or expiration of these terms 5 (Intellectual Property), 8 (Assumption of Risk,), 9 (Limitation of Liability), 10 (Warranty Disclaimer), 11 (Indemnity), and 13 (General Provisions)

13. GENERAL PROVISIONS

(A) Time Limitation on Claims. Unless otherwise prohibited by law, you agree that any claim you may have arising out of or related to your relationship with us must be filed within two years after such claim arises, otherwise, your claim is permanently barred.

(B) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware will govern these Terms without regard to Delaware’s conflicts of laws rules. The parties agree to submit to the federal or state courts in the State of Delaware for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.

(C) No Waiver. Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.

(D) Severability. If it turns out that any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

(E) ARBITRATION & WAIVER OF CLASS ACTION The parties agree to arbitrate any dispute arising from this Agreement or your use of the Services on an individual basis. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. THE PARTIES HEREBY EXPRESSLY WAIVE TRIAL BY JURY. The parties agree that: (a) any arbitration will occur in Seattle, Washington; and (b) the arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of American Arbitration Association for arbitration of consumer-related disputes, in the English language, and with limited discovery. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available to a court or other tribunal. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL BE ENTITLED TO COSTS AND ATTORNEYS' FEES. THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND EMERGENT WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.

(F) Force Majeure. We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

(G) Assignment. You may not transfer or assign this to any third party, or any of the rights or obligations hereunder, without the prior written consent of Emergent. Assignments made in violation of this Section will be null and void and of no force or effect. This Agreement binds and inures to benefit of the parties and their respective permitted successors and permitted assigns.  

(H) Entire Agreement.

This Agreement sets forth the entire understanding and agreement as to the subject matter hereof and supersedes any and all prior discussions, agreements, and understandings of any kind (including, without limitation, any prior versions of this Agreement) and every nature between us. Except as provided for above, any modification to this Agreement must be in writing and must be signed by both parties.

(I) Relationship of Parties. You and Emergent are independent contractors and this Agreement does not and will not establish any relationship of partnership, joint venture, employment, franchise, or agency between them. Neither party has the power to bind the other or incur obligations on the other’s behalf.

14. QUESTIONS OR COMMENTS

We welcome comments, questions, concerns, or suggestions regarding our Terms or Services. Please send us a message on our contact page at support@nucle.io or via Discord, Facebook, or Twitter.

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