Last Updated: March 19, 2021
This is a contract (the “Agreement”) between yourself as an individual or entity “you” and one of the following Changer parties:
a) Chain Partners America, Inc., a Delaware corporation, if you are a U.S. citizen or U.S. resident
b) Chain Partners Inc., a South Korean entity, if you meet the following criteria: You do not reside in the U.S.
Unless otherwise specified, these Terms of Service will refer to the three above-referenced CHANGER entities collectively as “CHANGER.”
PLEASE READ THIS CAREFULLY – IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND CHANGER. By signing up to use an account through Changer.io or any associated websites, APIs, or mobile applications (collectively, the “CHANGER Site”) or by using the CHANGER Site, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement. If you do not agree to any part of the Agreement, you may not use the CHANGER Site or the Services (as defined below).
Through your CHANGER account (“CHANGER Account”) and the CHANGER Site you are able to buy and sell cryptocurrency and have access to trading algorithms, in addition to certain other services that may be provided by CHANGER from time to time, including, among other things, account management tools, general news and information, trading alerts, market data including price and analytics, and educational information (collectively, the “Services”). When using the Services to buy or sell cryptocurrency through your CHANGER Account, you are directly buying from, and directly selling to, CHANGER. CHANGER does not offer exchange or clearance services. CHANGER and its affiliates may transact through their own accounts through the Services, for purposes including, but not limited to, treasury management and to effect purchases and sales of cryptocurrency by CHANGER and its affiliates.
You must be 18 years old to use the CHANGER Site or the Services and represent that you are of such age in doing so. If you are using the Services on behalf of a legal entity, you further represent and warrant that the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf. Furthermore, you represent and warrant that you meet the following requirements: (i) you have not previously been suspended or removed from using our Services; (ii) you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which it is a party; (iii) you are not located in, under the control of, or a national of any restricted location or any country to which the United States, Singapore, or the Republic of Korea have embargoed goods or services; (iv) neither you nor any authorized person on your CHANGER Account has been identified as a “Specially Designated National” by OFAC; (v) no one employed by you or who is an investor or principal has been placed on the U.S. Commerce Department’s Denied Persons List; and (vi) you will not use our Services if any applicable laws in the country of its incorporation or operation prohibits you from doing so in accordance with this Agreement. CHANGER may not make all the Services available in all markets and jurisdictions and may restrict or prohibit use of all or a portion of the Services from certain countries, states, territories, or jurisdictions.
You agree and acknowledge that your use of the CHANGER Site or the Services will not involve the use of any retirement funds, including any personal or indirect IRA investments and that you will not use the CHANGER Site or the Services in connection with any unlawful or otherwise undesirable activity (as determined by CHANGER in its absolute and sole discretion), including, but not limited to dealing in regulated products or services, pseudo-pharmaceuticals, adult content and services, unfair/predatory practices, counterfeit goods, gambling, suspected money laundering, or drug activity. In addition, you represent that your CHANGER Account is discretionary in nature, and is not being used primarily for personal, family, or household purposes.
We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the CHANGER Site and limited and related websites, content, materials, and information (collectively, the “Content”) solely for approved purposes as permitted by CHANGER from time to time. Any other use of the CHANGER Site is expressly prohibited and all other right, title, and interest in the CHANGER Site is exclusively the property of CHANGER and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the CHANGER Site or its related content, in whole or in part. “CHANGER” and “CHANGER.com” and all logos related to the Services or displayed on the CHANGER Site are either trademarks or registered marks of CHANGER or its licensors. You may not copy, imitate or use them without our prior written consent.
In our sole discretion, any agreements, applications or records that you sign or agree to at our request, may be in electronic form. Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your CHANGER Account and your use of the Services. We will provide these Communications to you by either posting them on the CHANGER Site, emailing them to you at the primary email address listed in your CHANGER profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification. CHANGER is likely unable to send Communications in a language other than English, and if you are not fluent in English, you should consider obtaining the services of an interpreter. You understand and agree that if CHANGER or its agent sends you an electronic Communication but you do not receive it because either your phone number or primary email address on file are incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, CHANGER will be deemed to have provided the Communication to you.
You acknowledge that the username or identification numbers used to access your CHANGER Account are unique and that you alone have assigned a unique password to such username or identification number. The password you have created to access your CHANGER Account is strictly confidential and should only be known to you. You must not share or disclose the password to anyone and assure the confidentiality of your password at all times. You are responsible for protecting your CHANGER Account and maintaining adequate security and control of all IDs, passwords, hints, personal identification numbers (PINs), API keys, or any other codes that are used to access the Services and will not share CHANGER Account credentials with third-parties. Any loss or compromise of the foregoing information or any personal information may result in unauthorized access to your CHANGER Account, and any associated external accounts, by third parties and the loss or theft of assets. You are responsible for providing accurate and complete CHANGER Account information and for keeping email addresses and telephone numbers up to date in your CHANGER Account profile to receive any notices or alerts that CHANGER may send Client. CHANGER assumes no responsibility for any loss that Client may sustain due to compromise of CHANGER Account credentials due to no fault of CHANGER or failure to follow or act on any notices or alerts that CHANGER may send to you. In the event you believe your CHANGER Account information has been compromised, contact CHANGER customer support immediately at [email protected]
If you grant permission to an additional user, agent, representative, service provider or any other authorized third-party to access or connect to your CHANGER Account, either through the third-party’s product or service or through the Services, you are fully responsible for all acts or omissions of that agent or third-party with respect to your CHANGER Account, including all transactions, deposits, withdrawals, or other activities. You acknowledge and agree that you will not hold CHANGER responsible for, and will indemnify CHANGER from, any liability arising out of or related to any act or omission of any agent or third-party with access to your CHANGER Account. You may change or remove agent or third-party CHANGER Account permissions by contacting customer support at [email protected]
With respect to any cryptocurrency you sell, transfer or deliver to CHANGER, you represent and warrant that you are the lawful owner or possessor of such cryptocurrency with good and marketable title thereto, and you have the absolute right to sell, assign, convey, transfer and deliver such cryptocurrency. You further represent you are the lawful owner or possessor of any external wallet you may use to settle transactions hereunder, and that you have good title thereto and that such wallet is owned and operated for your benefit, and no person or entity, has better rights, title, control or interest in any such wallet.
CHANGER does not engage in or provide money transmission or money transfer or payments services in connection with the use of the Services. All payments made with respect to the Services are processed and disbursed by regulated financial institutions.
The Content and services and all technology, content and other materials used, displayed or provided in connection therewith, together with all intellectual property rights in any of the foregoing are, as between you and CHANGER, are owned by CHANGER.
You hereby grant CHANGER a royalty-free, fully paid-up, sub-licensable, 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 text, information, data, materials, images, or other content you provide to CHANGER using the services or submit or post to the CHANGER Site and that is not feedback owned by CHANGER or your personal data (the “Client Content”). You represent and warrants that (i) you own the Client Content or have the right to grant the rights and licenses in this Agreement, and (ii) the Client Content and use by CHANGER of the Client Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third-party. CHANGER may remove any Client Content from the CHANGER Site for any reason at CHANGER’s discretion.
In using the CHANGER Site, Content, or services, you may view content provided by third parties (“Third-Party Content”). CHANGER does not control, endorse, or adopt any Third-Party Content and is not responsible for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, Client’s business dealings or correspondence with such third parties are solely between you and the third parties. CHANGER is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that the use of Third-Party Content, and your interactions with third-parties, is at your own risk.
In order to use any of the Services, you must first register through the CHANGER Site and provide certain information. CHANGER may, in its absolute and sole discretion, refuse to allow you to establish an CHANGER Account.
After successfully completing the applicable verification procedures, you may purchase cryptocurrency by linking a valid payment method or depositing cryptocurrency. You authorize CHANGER to initiate debits from your selected payment method(s) or cryptocurrency balance in settlement of your purchase transactions. Although CHANGER will attempt to deliver the cryptocurrency to you as promptly as possible, funds may be debited from your selected payment method before the cryptocurrency is delivered to your CHANGER Account. To secure the performance of your obligations under this Agreement, you grant to CHANGER a lien on and security interest in and to the balances in your account.
After successfully completing the applicable verification procedures, you may sell cryptocurrency by linking a valid payment method or providing a valid cryptocurrency wallet address. You authorize CHANGER to debit your CHANGER Account(s) and initiate payment to your selected payment method(s) or wallet in settlement of your sell transactions. Your receipt of funds will vary depending on various factors.
The use of all Services is subject to a limit on the amount of volume you may transact or transfer in a given period, stated in U.S. Dollar terms. Your transaction limits may vary depending on your payment method, identity verification steps you have completed, and other factors. CHANGER reserves the right to change applicable limits as we deem necessary in our absolute and sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request via the CHANGER Site or by contacting [email protected] We may require you to submit additional information about yourself or your business, provide records, or arrange for meetings with CHANGER representatives.
CHANGER will make reasonable efforts to accept trades or transactions, but we are under no obligation whatsoever to accept any specific transaction or order, and may discontinue services in our sole discretion in accordance with this Agreement. You cannot cancel, reverse, or change any transaction marked as complete or pending. You authorize CHANGER to debit any linked bank account via ACH or other methods and acknowledge that all transactions to/from your bank account comply with this Agreement and are in accordance with U.S. law and standard banking (including ACH) guidelines. In the event of over or duplicate payment by CHANGER, or if your payment is not successful or if your payment method has insufficient funds, you authorize CHANGER, in its absolute and sole discretion, either to cancel the transaction or to debit any other payment methods, including CHANGER Account balances or other linked accounts, including any accounts that may be indirectly linked to you by way of a financial data aggregation services, in any amount necessary to complete or reverse the transaction as appropriate. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. CHANGER reserves the right to refuse to process, or to cancel or reverse, any purchases or sales, or any applicable transactions or payments, in its sole discretion, even after funds have been credited to or debited from your account(s), under the following circumstances: (a) if the transaction, in our absolute and sole discretion, constitutes an abusive use of the platform; (b) involves an error with respect to price, quantity, or other parameters; (c) is required by law or if CHANGER suspects the transaction involves or potentially involved (or has a high risk of involvement in) restricted businesses as described in 1.3, money laundering, terrorist financing, fraud, or any other type of financial crime; (d) to restrict trade size or frequency or limit API use which, in our absolute and sole discretion, burdens the platform; or (e) in response to a subpoena, court order, or other government order. In such instances, CHANGER may reverse, cancel, or refuse to process the payment or transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the reversed or cancelled transaction and you hereby release us from all liability in relation to any action taken by us under this section. Any such reversal, cancellation, or failure to process any transaction as described above will result in an administrative fee of $150 which will be applied and processed as authorized herein. You acknowledge that the authorization you provide herein will remain in full force and effect until you notify CHANGER in writing that you wish to revoke this authorization, and acknowledge that CHANGER requires at least two weeks prior written notice in order to cancel this authorization.
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. CHANGER does not deduct any amount for taxes when you enter into a transaction, and you are solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to any such transaction. All amounts set out, or expressed to be payable hereunder by you to CHANGER shall be deemed to be exclusive of any value added tax (“VAT”). If VAT is chargeable, you shall pay to CHANGER an amount equal to such VAT
CHANGER may, in our absolute and sole discretion, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of the Services.
CHANGER may restrict, suspend or terminate your access to the Services in our absolute and sole discretion, immediately and without prior notice, and delete or deactivate related information and files, including, for example, in the event that you breach any terms of this Agreement or you take any action that CHANGER deems abusive or as circumventing CHANGER controls. Suspension, restriction or termination of your CHANGER Account shall not affect the payment of fees or other amounts you owe to CHANGER. In the event that your CHANGER Account is suspended or terminated, we will immediately cancel all open orders associated with your CHANGER Account, block all withdrawals and bar the placing of further orders until resolution or Account cancellation.
An applicable trading fee, as indicated on the CHANGER Site, applies to all transactions and will vary depending on the pricing methodology or algorithm you choose to execute the transaction. You further understand that we may also receive remuneration from any counterparty on a portion of such charges, commissions or fees and that we will retain such rebates as part of our overall compensation. In addition to trading fees, CHANGER may also charge fees as further described in sections 3.4.
You acknowledge that there are risks associated with using the Services and the CHANGER Site, including risk that the underlying protocols of supported networks undergo material changes to their operating rules, risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third-parties may obtain unauthorized access to information stored within your CHANGER Account. As such, CHANGER will not be responsible or liable to you for any such related losses and takes no responsibility for use of the Services that involves user error such as forgotten passwords, incorrectly construed transactions, or mistyped wallet addresses; server failure or data loss; corrupt files; unauthorized access, or; any unauthorized third-party activities, including without limitation the use or introduction of computer viruses, or other malware, phishing, spoofing or other means of attack against you or the CHANGER Site or Services. You further accept and acknowledge that CHANGER will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the CHANGER Site or the Services, regardless of the cause. Cryptocurrency is not covered by any insurance, including insurance offered by the Federal Deposit Insurance Corporation.
You agree and understand that the underlying protocols of supported cryptocurrency networks are subject to changes in operating rules or other valid operational protocol (a so-called “Fork”) that may result in more than one version (each, a “Forked Network”) and CHANGER holding an identical amount of cryptocurrency associated with each Forked Network. You further agree and understand that Forks may materially affect the value, function, and/or name of the cryptocurrency you may have with CHANGER. In the event of a Fork, you agree and understand that CHANGER may temporarily suspend our operations (with or without advance notice to you) while we choose, in our sole and absolute discretion, which Forked Networks to support. You agree and understand that in our best estimation we are unlikely to support most Forked Networks and that the cryptocurrency of most Forked Networks will likely not be made available to you.
CHANGER makes no guarantees or recommendations of any kind, nor does it purport to offer any investment advice of any kind. The risk of complete loss in trading or holding any type of cryptocurrency can be substantial and is likely. You are solely responsible for evaluating the merits and risks associated with the use of the CHANGER Site and the Services and should take into consideration your particular financial situation in determining whether using the Services or trading cryptocurrencies is suitable for you. You hereby represent that your CHANGER Account is completely discretionary in nature, and is not being used primarily for personal, family, or household purposes.
We make no representation or warranty that the CHANGER Site, or the server that makes it available, is free of viruses or errors, that its content is accurate, that it will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on content, material, or information contained on the CHANGER Site. Links to third-party materials may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the CHANGER Site. You acknowledge that the prices displayed on the CHANGER Site are proprietary and not taken directly from any one source, and therefore may not match the prices that you see elsewhere (including prices quoted on certain exchanges or marketplaces). You further acknowledge that the triggering of your transaction is linked to the prices we quote on the CHANGER Site. We attempt to display prices on an ongoing basis and to have the currently applicable prices displayed on the CHANGER Site as quickly as possible, however, the market for cryptocurrency is extremely volatile and prices often change faster than communication speed, which could result in “stale” prices being displayed on the CHANGER Site. In addition, there will be times when circumstances beyond CHANGER’s control may prevent the CHANGER Site from displaying prices or otherwise impact the prices being displayed.
IN NO EVENT SHALL CHANGER, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE CHANGER SITE OR THE SERVICES, OR THIS AGREEMENT. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. CHANGER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CHANGER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE CHANGER SITE, ANY PART OF THE CHANGER SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. CHANGER makes no representations about the accuracy or completeness of any data, including historical price data, available on the CHANGER Site. CHANGER will make commercially reasonable efforts to ensure that requests for electronic debits and credits are processed in a timely manner but CHANGER makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
You agree to indemnify and hold harmless CHANGER, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, from any loss, damage, cost, action, claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement; your use of, or conduct in connection with, the Services; or your violation of any law, rule or regulation, or the rights of any third-party.
If you have a dispute with CHANGER, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and CHANGER agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, and you and CHANGER hereby expressly waive trial by jury and right to participate in any action involving collective, consolidated, or representative proceedings, including a class action lawsuit or class-wide arbitration. If you are a customer of Chain Partners America, Inc., the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules. The arbitration will be conducted by a single, neutral arbitrator and shall take place in California in the counties of San Francisco or Los Angeles, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.
If you are a customer of Chain Partners Inc, the arbitration shall be referred to and finally resolved by arbitration administered by the Korean Commercial Arbitration Board (“KCAB”) in accordance with the KCAB Arbitration Rules (“KCAB Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The arbitration will be conducted by a single, neutral arbitrator and shall take place in Republic of Korea, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.
Notwithstanding the above, you and CHANGER each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any claim arising out of or related to this Agreement or the Services must be filed within one year after such claim arose.
To the fullest extent permitted by applicable law, you release CHANGER and the other CHANGER parties from responsibility, liability, claims, demands, or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third-parties. If you are a California entity, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
We may amend or modify this Agreement, in our absolute and sole discretion, by posting on the CHANGER Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third-party for any modification or termination of the Services, or suspension or termination of your access to the Services.
You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any CHANGER affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
If any provision of this Agreement is determined to be invalid or unenforceable under or by any regulation, law, court of competent jurisdiction, or any government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
Should CHANGER be acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, those sections pertaining to suspension or termination, CHANGER Account cancellation, general use of the CHANGER Site, disputes with CHANGER, and general provisions, shall survive the termination or expiration of this Agreement.
If you are a Chain Partners America, Inc. customer, you agree that the laws of the State of California, U.S.A. without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Chain Partners America, Inc. However, the choice of law provision regarding the interpretation of this Agreement is not intended to create any other substantive right to non-Californians to assert claims under California law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 4.7 of this Agreement, are only intended to specify the use of California law to interpret this Agreement and the forum for disputes asserting a breach of this Agreement, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside in California. If you are a customer of Chain Partners Inc., you agree that the laws of the Republic of Korea, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Chain Partners Inc.. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 4.7 or to any disputes which may be subject to arbitration as defined therein.
We shall not be liable for delays, failure in performance or interruption 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 terrorists, 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.
This Agreement shall not be construed to waive rights that cannot be waived under applicable governing laws where you are located.