Bhutan NDI Terms of Service

ACCESSING, DOWNLOADING OR OTHERWISE USING OUR SITE, APPS, SERVICES, OR SERVICES (COLLECTIVELY, THE “OFFERINGS”) INDICATES THAT YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT IN FULL. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS, DOWNLOAD OR OTHERWISE USE THE OFFERINGS. YOU ACKNOWLEDGE.

1. THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; AND
2. THIS AGREEMENT SHALL HAVE THE SAME FORCE AND EFFECT AS A SIGNED AGREEMENT.

Legally Binding Contract —You promise and guarantee that when utilising the Services to reach unchangeable data repositories, which may encompass but aren’t restricted to a blockchain or distributed ledger, you will comply with all the contracts, arrangements, and conditions linked to the network you are engaging with.

Furthermore, you consent that, if you are sending transactions to a public verifiable data registry, such as a public blockchain or a distributed ledger, you will refrain from utilising the Services to submit transactions that contain PII or any type of personally identifiable details.

Legally Binding Contract —You agree not to consume the Services to collect, upload, transmit, display, or distribute any content or to take any action that:

1. violates rights, including but not limited to any copyright, trademark, patent, trade secret, moral, privacy, or right of publicity;
2. is threatening, harmful, invasive of someone else’s privacy, defamatory, false, misleading, obscene, patently offensive, racist, bigoted, or promoting physical harm against any individual or group, or be otherwise objectionable. It must not be harmful to minors in any manner and should not violate any laws, regulations, or obligations, including restrictions set by third parties;
3. includes making an attempt to bypass or break any security mechanism on any of the Services which could pose a security or service risk to Company or its customers; trying to reverse-engineer the Services in order to find limitations, vulnerabilities, or steal Company IP including trade secrets, and copyrighted works; launching or facilitating, whether intentionally or unintentionally, a denial of service attack on any of the Services or any other activity that adversely impacts the availability, reliability, or stability of the Services.
4. involves transmitting materials or data containing viruses, Trojan horses, spyware, or any other malicious programs; involve in unsolicited advertising, marketing, or activities violating anti-spam, data protection, or privacy laws in any relevant jurisdiction; try to gather information from individuals without their explicit consent or using deceptive tactics; generate fake identities, DIDs, credentials, or exploit the Services for malicious intentions.

Legally Binding Contract —To use the Services

1. you will be asked to on-board the Bhutan NDI Wallet using Foundational ID.
2. you are solely responsible for all use (whether or not authorised) of the Services under your account(s), including the quality and integrity of your Customer Data and each software application you develop using the Services.
3. you are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses any software application you build (“End Users”).
4. You agree to take all reasonable precautions to prevent unauthorised access to or use of the Services and will notify us promptly of any unauthorised access or use.
5. We will not be liable for any loss or damage arising from unauthorised use of your account(s).
6. You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you and each End User to connect to, access, and use the Services.
7. We will use all commercially reasonable efforts to make the Services available to you 100% of the time.
8. Downtime, defined as the Services being unavailable for use as measured in continuous 5-minute increments, may occur despite our best efforts.
9. Bhutan NDI will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur due to downtime of the Services.

Legally Binding Contract —The features and functions of the Services may change over time. It is your responsibility to ensure that calls or requests you make to the Services are compatible with our then-current Services. Although we try to avoid making changes to the Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least thirty (30) days prior to implementing those changes.

Legally Binding Contract —We exclusively own and reserve all right, title and interest in and to the Services, Documentation, our Confidential Information and Customer Service Data; as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services (“Contributions”). You exclusively own and reserve all right, title and interest in and to each application or software you consume or build using the Services and your Confidential Information. We welcome and encourage your feedback about the Services. When you submit feedback, you agree that:

1. we are not under any obligation of confidentiality with respect to your feedback;
2. we may use or disclose or not disclose your feedback for any purpose and in any way through any channel;
3. we own the feedback you give us;
4. you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for the feedback you give to us, unless expressly agreed to in a separate, written agreement.

Legally Binding Contract —USER ACKNOWLEDGES AND AGREES THAT CRYPTOGRAPHY IS A PROGRESSING FIELD. ADVANCES IN CODE CRACKING OR TECHNICAL ADVANCES SUCH AS THE DEVELOPMENT OF QUANTUM COMPUTERS MAY PRESENT RISKS TO THE CRYPTOGRAPHIC SYSTEMS IN THE SERVICES, WHICH COULD RESULT IN THE THEFT OR LOSS OF YOUR CRYPTOGRAPHIC PROPERTY. TO THE EXTENT POSSIBLE, BHUTAN NDI INTENDS TO UPDATE THE SERVICES TO ACCOUNT FOR ANY ADVANCES IN CRYPTOGRAPHY AND TO INCORPORATE ADDITIONAL SECURITY MEASURES BUT DOES NOT GUARANTEE OR OTHERWISE REPRESENT AND/OR WARRANT SECURITY OF THE SERVICES. BY USING THE SERVICES, USER ACKNOWLEDGES THESE INHERENT RISKS.

WITHOUT LIMITING OUR EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. EXCEPT FOR OUR EXPRESS WARRANTIES SET FORTH IN THIS SECTION AND OUR OBLIGATIONS SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. BHUTAN NDI WILL NOT BE LIABLE, AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU FOR SENSITIVE DATA (AS DEFINED BELOW) SENT TO BHUTAN NDI OR THROUGH THE SERVICES PROVIDED THEREBY.

Legally Binding Contract —We will defend, indemnify, and hold you harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions (“Claim”) brought or threatened against you by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including reasonable attorney’s fees and costs) (“Losses”) related thereto alleging the provision of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, or patent (“Infringement Claim”).

If your use of the Services has become, or in our opinion is likely to become, the subject of any Infringement Claim, we may at our option and expense: (a) procure for you the right to continue using the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees.

This Section represents your exclusive remedy, for any Claim by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent.

BHUTAN NDI will have no liability or obligation with respect to any (a) Claim and any Losses related thereto arising out of your use of the Services in breach of these Terms or (b) Infringement Claim and any Losses related thereto arising out of the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves, and without modification, be infringing.

You will defend, indemnify and hold Bhutan NDI, its officers, directors, employees, agents, stockholders, and affiliates (“Bhutan NDI Indemnified Parties”) harmless from and against all Claims brought or threatened by a third party against a Bhutan NDI Indemnified Party and any Losses related thereto alleging or arising out of (a) your or any of your End Users’ breach of or activities under these Terms; (b) your or any of your End Users’ use of the Services; (c) your or any of your End Users’ breach of Section 2 relating to our Personal Data policy; or (c) your acts or omissions in connection with the provision of each Customer Application, including, without limitation, any intellectual property Claims relating to each Customer Application.

Legally Binding Contract —To the extent that Bhutan NDI acts as a Transaction Endorser for you in your role as a Transaction Author on an applicable network (like Indicio), you agree to accept all liability for the contents of the transaction. You hereby warrant that you understand anything submitted to a network requiring endorsement will be endorsed by us automatically and programmatically, and that we have no ability or process by which to inspect or censor the contents of your transaction. Therefore, you agree that everything you submit through our services complies with this agreement and all other agreements pursuant to your relationship with the administrators of the identity network with which you are attempting to transact (like the Transaction Author Agreement, as this Section relates to Indicio).

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT LIMIT YOUR LIABILITY ARISING FROM YOUR BREACH OF THIS AGREEMENT OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THIS SECTION SHALL NOT LIMIT YOUR LIABILITY ARISING FROM YOUR BREACH OF THIS AGREEMENT OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.

THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

Legally Binding Contract —These Terms, as may be updated over time, will commence on the date they are accepted by you and continue until terminated in accordance with the following.

Either party may terminate these Terms and access to the Services for any reason upon thirty (30) days written notice to the other party. Bhutan NDI, at its sole discretion, may terminate these Terms and access to the Services in the event you commit any material breach of these Terms and fail to remedy that breach within five (5) days after we provide written notice of that breach to you. You may also terminate these Terms in the event we commit a material breach of these Terms and fail to remedy that breach within five (5) days after providing written notice of that breach to us.

In addition to suspension of the Services for non-payment of fees as described in this agreement, we may also suspend the Services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) our Acceptable Use Policy or Privacy Policy; (b) there is reason to believe the traffic created from your use of the Services or your use of the Services is fraudulent or negatively impacting the operating capability of the Services; (c) we determine, in our sole discretion, that providing the Services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; or (d) subject to applicable Law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. We will use commercially reasonable efforts to (x) provide you as much prior notice as possible of any situation that we are aware of that could lead to a right to suspend described in this paragraph, (y) work with you to remedy any situation that could lead to a right to suspend described in this paragraph if such situation can be remedied, and (z) limit any suspension as much a possible given the circumstances leading to the suspension.

Legally Binding Contract —Before bringing a formal legal case, please first try contacting our support team to resolve things that way first.

If a dispute cannot be resolved through our support team, you or any of your affiliates on one hand and Bhutan NDI and any of our affiliates on the other hand, all agree to resolve any dispute relating to these Terms or in relation to the Services by binding arbitration in Bhutan, or in another location that we have both agreed to.

This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below. This also applies even after you have stopped using the Services. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.

You and your affiliates on one hand, and Bhutan NDI and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to: (i) your, your affiliates’, our or our affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents); or (ii) your violation of our Acceptable Use Policy.

Also, any of us can bring a claim in small claims court either in Bhutan or the county where you live, or some other place we both agree on, if it qualifies to be brought in that court. In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.