PLEASE READ THE AGREEMENT, AS IT GOVERN YOUR USE OF THE TRIANGLE SERVICE. FOR CONVENIENCE ONLY, HERE ARE SOME KEY POINTS YOU SHOULD BE AWARE OF. THEY DO NOT SUBSTITUTE THE FULL TERMS.
- Triangle is a SaaS company that offers a blockchain-based wallet infrastructure API ("Wallet") and platform (the "Service"). The Service can be used by Licensee and Licensee's end users ("Users") to access, send and receive cryptocurrencies, tokens and digital assets ("Assets") through Licensee websites, mobile applications, decentralized applications and/or platforms (collectively referred to as "Licensee Services").
- Triangle is not a bank or financial institution and is solely a Wallet API tool for use of Licensee under the terms of this Agreement.
- Licensee is responsible for onboarding Users to Licensee Services, including User set up of Wallet. Licensee shall monitor User Wallet activities ("Wallet Activities") that occur through Licensee Services. Triangle does not monitor Wallet Activities that occur through Licensee Services or anywhere else. Licensee is encouraged to create its own terms of service for Licensee Services associated with Wallet.
- Licensee shall require each User to agree to Triangle End User Terms of Service in order to set up and use a Wallet.
- Triangle does not possess, process or store User information, including personal information associated with any User Wallet.
- Licensee shall ensure that it and its Users' Wallet Activities comply with all applicable laws and regulations, including but not limited to consumer protection, e-money licenses, Know Your Customer standards, anti-bribery, anti-corruption, money laundering, or terrorist financing laws and regulations.
- Licensee acknowledges that using digital assets and blockchain-based solutions, networks and protocols may involve serious risks. It is Licensee's duty to learn about all these risks. Licensee acknowledges and agrees that its use of the Service is at its own risk.
1. Subscription to Service.
Subject to Licensee's compliance with the terms and conditions of this Agreement (including payment obligations), Triangle grants to Licensee a non-exclusive, non-sublicensable, non- transferable license to access and use the Service during the Term of this Agreement for Licensee's internal business purposes in accordance with the purchased services in Licensee's account ("Account").
2. License Restrictions.
Licensee will not, nor will it authorize or assist others to: (a) circumvent, disable or otherwise interfere with security-related features of the Service or features that enforce limitations on use of the Service, (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Service or otherwise discern the source code of the Service except and solely to the extent permitted under applicable law notwithstanding this restriction, (c) use the Service on a service bureau or time sharing basis or to provide services to third parties not in accordance with this Agreement, (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Service or any of Licensee's rights therein, (e) violate or abuse password protections governing access to the Service, (f) interfere or attempt to interfere with the integrity or proper working of the Service, (g) use the Service in any unlawful manner or in breach of this Agreement, (h) use Triangle's name, logo or trademarks without prior written consent, (i) delete, remove, obscure or in any manner alter the copyright, trademark, and other Triangle or any other third parties' intellectual proprietary rights notices appearing on or in the Service or any component thereof without Triangle's written permission (j) use the Service in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other Service or hardware without the prior written consent of the Triangle, and/or (k) use the Service other than as permitted herein.
Licensee will use processes reasonably designed to prevent unauthorized access to or use of the Service and notify Triangle promptly of any such unauthorized access or use.
3. Proprietary Rights.
3.1. Intellectual Property Rights. The Service is a valuable trade secret of Triangle and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Triangle. The Service is not for sale and is the sole property of Triangle. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Service and any and all improvements and derivative works thereof are and shall remain owned solely by Triangle. This Agreement does not convey to Licensee any interest in or to the Service other than a limited right to use the Service in accordance with Section 1. Nothing herein constitutes a waiver of Triangle's intellectual property rights under any law.
3.2. Feedback. If Triangle receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Triangle and that such shall be considered Triangle's Confidential Information and Licensee hereby irrevocably and unconditionally transfers and assigns to Triangle all intellectual property rights it has in such Feedback and waives any and all moral rights that Licensee may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Triangle at its sole discretion, and that Triangle in no way shall be obliged to make use of any kind of the Feedback or part thereof.
3.3. Third Party Software. Portions of the Service may include third party open-source software that is subject to third party terms and conditions ("Third Party Terms"). If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Triangle makes no warranty or indemnity hereunder with respect to any open-source software.
4. Licensee Data.
4.1. Licensee Data. While using the Service, Licensee may choose to provide, upload, import, transmit, post, or make accessible to Triangle certain Licensee Data. Licensee hereby grants Triangle a royalty- free, fully-paid, irrevocable, non-exclusive license to use, process, display, copy and store the Licensee Data in order to (i) to provide the Service to Licensee; (ii) to administer and make improvements to the Service; and (iii) to collect and analyze anonymous information. Licensee acknowledges that the Service does not operate as an archive or file storage service. Licensee is solely responsible for the backup of Licensee Data and Licensee alone can implement back up plans and safeguards appropriate for its requirements. "Licensee Data" means raw data provided by Licensee and/or its Authorized Personnel and Permitted Users or on their behalf to Triangle for the purpose of and in connection with using the Service.
4.2. Rights in Licensee Data. Licensee shall own all rights, title and interest in and to all of the Licensee Data. Licensee represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Licensee Data and Licensee has the right to provide Triangle the license granted herein to use such Licensee Data in accordance with this Agreement.
5. Licensee Obligations.
5.1. Licensee Account. Licensee acknowledges that only Licensee can use the Licensee Account. Licensee will prevent unauthorized access to, or use of, the Licensee Account, and Licensee will notify Triangle promptly of any unauthorized access or use to the Licensee Account. Licensee is solely responsible for any consequences, losses, expenses, costs, and claims that may result from any incorrect, neglected and unauthorized use of the Licensee Account. Triangle shall assume no responsibility for any loss or damage that may be incurred due to unauthorized use of Licensee account including but not limited to loss of data, erroneous transmission of Assets including cryptocurrency, loss of Licensee's Key Shards, and hacking by third parties. Licensee shall implement appropriate technical, organizational and security measures to prevent unauthorized access or use of Licensee Account.
5.2 Security Breach Notification. Licensee shall notify Triangle of any security breach of the Service, Licensee Account, network, endpoint or system as soon as possible upon becoming aware of such event. Licensee shall cooperate in good faith with Triangle in the investigation of any suspected unauthorized access to or use of the Service using the Licensee's Accounts, credentials or key shards, and any security breach.
5.3 Users of Licensee Services. Licensee is responsible for onboarding Users to Licensee Services, including User set up of Wallet and maintenance of User Wallet accounts. Licensee shall monitor User Wallet activities ("Wallet Activities") that occur through Licensee Services.
5.4 User Privacy. In the performance of the Service, Triangle does not possess, process or store User information, including personal information associated with any User Wallet. Licensee is solely responsible for the collection, processing and use of any User information associated with any Wallet or User account. In no event, shall Licensee transfer User information, including personal information to Triangle.
5.5. Risk Disclosure. Licensee acknowledges that using digital assets and blockchain-based solutions, networks and protocols may involve serious risks. It is Licensee's duty to learn about all these risks. For example, the value of digital assets can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. As another example, a bitcoin transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may be never complete if it remains in a pending state. Even if Triangle alerts Licensee to some of the risks involved with digital assets, their protocols and networks, Triangle has no responsibility to alert Licensee of all these risks. Triangle has no control over, and makes no representations regarding the value of digital assets, or the security of their networks or protocols. Triangle does not own or control the underlying software protocols which govern the operation of digital currencies. Digital asset protocols are subject to changes in protocol rules (referred to as "forks"), and that such forks may materially affect the value, function, or name of the digital asset. Licensee acknowledges and agrees (i) that Triangle is not responsible for operation of the underlying digital asset protocols and that Triangle makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs, Triangle may temporarily suspend the Service relating to the digital asset affected, and Triangle may configure or reconfigure its services or decide not to support the forked protocol entirely.
5.6. Insurance. Licensee is solely responsible for maintaining insurance policies for its digital assets and/or its products, services and operations. Notwithstanding the foregoing, the Parties may agree to purchase an insurance policy to cover the activities made pursuant to this Agreement subject to applicable fees to be paid with respect thereto.
5.7. Delegated Use. The Service may only be used through a Licensee's Account (the "Account"). This Section 5.7 describes the circumstances under which Licensee may delegate access to its Account under this Agreement as well as Licensee's responsibilities with respect to such delegated use.
5.7.1 Authorized Personnel. Licensee may authorize and appoint person(s) to exclusively act, in its name and on its behalf, to provide, approve, amend and/or replace Licensee's policies and configuration (which includes the appointment of the Permitted Users (as defined below)) with respect to the Services (such persons so appointed, "Authorized Personnel"). Any update or modification of Licensee's policies and configuration by the Authorized Personnel shall be deemed to be made by Licensee. Licensee may change the Authorized Personnel by providing written notice to Triangle which should be duly signed by an authorized representative of Licensee.
5.7.2 Permitted Users. Licensee or its Authorized Personnel may appoint and expressly authorize Licensee's employees and service providers to access the Service through Licensee's Account (each a, "Permitted User"). Licensee and its Authorized Personnel will ensure that the Permitted Users keep the Account login details secure at all times. Unauthorized access or use of the Account or the Service must be immediately reported to Triangle.
5.7.3 Further Responsibilities of Licensee. Licensee will ensure that the Authorized Personnel and Permitted Users comply with the terms of this Agreement. Licensee is and will remain solely responsible for its internal policies and procedures with respect to delegating use of the Service to Licensee's Authorized Personnel and Permitted Users, and Licensee acknowledges that it will be liable for any breach of this Agreement by its Authorized Personnel or Permitted Users. Without derogating from the above, Triangle will not be responsible or liable in any way in any instance of unauthorized access or use of the Service by Licensee's Authorized Personnel, Permitted Users, to access to the Service (including in case of theft, embezzlement or similar cases).
5.8. Supported Blockchains. As of the Effective Date, Triangle supports only the blockchains ("Supported Blockchains") displayed in Triangle's API Reference which is available on the Site . Until Triangle notifies Licensee that Triangle supports a particular Supported Blockchain, Licensee must not use the Service in connection with such non-supported Blockchains. This means, in particular and without limitation, that Licensee shall not attempt to receive, request, send, store, or engage in any other type of transaction involving any other than the supported blockchains. Triangle will have no responsibility or liability if Licensee loses, burns, or otherwise cannot access or control any blockchain that Triangle does not support.
5.9. Update of the Software. Triangle may from time to time provide updates or upgrades to the Service. Such updates and upgrades will be supplied according to Triangle' then-current policies, which may include automatic updating or upgrading. From time to time, Triangle may require Licensee and its personnel to install certain software updates on their devices in order for it to work optimally and securely in conjunction with the Service. It is Licensee's responsibility to install these updates on the devices used by it and its personnel in connection with the Service. Licensee's use of unauthorized devices and outdated software is at Licensee's own risk. Triangle will bear no liability for any damage or loss or service disruption that is the direct result of Licensee's use of unauthorized devices or outdated software. Furthermore, for certain updates (at Triangle' sole discretion), due to security issues, Triangle may deny access to non- updated devices. This Agreement shall govern any update and upgrade that replaces or supplements the original Service.
6. Pricing and Payment
6.1. License Fee. The license granted for the Service and the provision of related services, to the extent applicable, are subject to the full payment of the applicable subscription fees as set forth in the Account. Triangle shall submit monthly invoices to Licensee for fees due and unless otherwise specified by Triangle in writing, payment shall be made on a monthly basis.
6.2. Payment Terms. Unless otherwise specified by Triangle in writing, all fees shall be due and payable net thirty (30) days after receipt of an invoice, and Licensee shall affect payment of all fees by wire transfer or credit card. If Licensee does not pay by the due date, the overdue amount shall be subject to a late fee equal to 1% per month or, if less, the maximum amount allowed by applicable law and/or Triangle may also stop providing the services through the Service until the whole amount is paid and require guarantee at its discretion as a condition for continuing the provision of the services.
6.3. Taxes. All amounts payable hereunder shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and, except with respect to income taxes of Triangle, Licensee is responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement. Licensee agrees to hold harmless Triangle from all claims and liability arising from Licensee's failure to report or pay such taxes, duties or other governmental charges.
7. Limited Warranties; Disclaimer of Warranties.
7.1. Representations. Each Party warrants that: (a) It has the power and authority, and has taken all corporate action required, to enter into and fully perform this Agreement, and its entry into and performance of this Agreement do not and will not violate any agreement to which it is bound; and (b) it will comply with all applicable laws, rules, regulations, and ordinances in its performance of this Agreement.
7.2. Licensee's Representations. Licensee further represents and warrants and shall ensure that its and its Users' Wallet Activities comply with all applicable laws and regulations, including but not limited to consumer protection, e-money licenses, anti-bribery, Know Your Customer standards, anti-corruption, money laundering, or terrorist financing laws and regulations. Licensee acknowledges and agrees that Triangle will not be liable for any User violation of any applicable laws and regulations.
7.3. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE AND THE SERVICES PROVIDED BY TRIANGLE TO LICENSEE ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TRIANGLE AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS AND AFFILIATES (THE "TRIANGLE PARTIES") MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICE, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE OR SECURITY ACCURACY TO THE MAXIMUM EXTENT POSSIBLE BY LAW.
TRIANGLE DOES NOT WARRANT THAT (1) THE SERVICE WILL OPERATE UNINTERRUPTEDLY, ERROR-FREE OR WILL MEET LICENSEE REQUIREMENTS OR EXPECTATIONS IN ANY WAY; (2) THE SERVICE WILL ALWAYS BE AVAILABLE OR FREE FROM MALWARES, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; (3) THE QUALITY OF THE SERVICE AND THE CONTENT AVAILABLE THROUGH IT, WILL MEET LICENSEE EXPECTATIONS; (4) THE CONTENT PRESENTED ON THE TRIANGLE PLATFORM WILL BE ACCURATE, BENEFICIAL OR RELIABLE; (5) THE RESULTS OF USING THE SERVICE WILL BE SATISFACTORY AND WILL FIT LICENSEE EXPECTATIONS OR REQUIREMENTS.
NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICE, OR THE CONTENT PRESENTED ON, OR THROUGH THE TRIANGLE PLATFORM, WHETHER OR NOT MADE BY ANY OF THE TRIANGLE PARTIES, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY THE INVOLVED PERSONS FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF TRIANGLE PARTIES WHATSOEVER.
YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
7.4. MALICIOUS CODE. TRIANGLE HAS NO RESPONSIBILITY FOR ANY DAMAGE RESULTING FROM (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO LICENSEE'S ACCOUNT) AND THE WARRANTY DOES NOT APPLY TO ANY SECURITY BREACH RESULTING FROM: (i) ANY MODIFICATIONS OR ALTERATION OF THE SERVICE ITS FUNCTIONALITY OR CAPABILITIES THAT IS NOT MADE BY TRIANGLE OR ITS AGENTS; AND/OR (ii) BY MALICIOUS CODE, MALWARE, BOTS, WORMS, TROJANS, BACKDOORS, EXPLOITS, CHEATS, FRAUD, HACKS, HIDDEN DIAGNOSTICS, OR OTHER MECHANISMS TO DISABLE SECURITY OR CONTENT PROTECTION THAT IS RESULTING FROM LICENSEE'S NETWORK OR SYSTEM.
7.5. Additional Disclaimers. Triangle reserves the right to make changes in or to the content, or any part thereof without the requirement of giving Licensee any notice prior to or after making such changes to the content. Notwithstanding any of the foregoing, in the event that the Service does not accomplish a transaction on the relevant blockchain due to any error in the hashing or updating protocol, or due to any error or malfunction that may occur in the underlying blockchain, Triangle is not responsible for any claim, liability, expenses, losses, costs, and/or claims.
8. Limitation of Liability.
LICENSEE'S USE OF THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO LICENSEE THROUGH THE SERVICE AND ANY CONTENT ON THE SERVICE IS AT LICENSEE'S SOLE RISK AND DISCRETION. LICENSEE MAY NOT ASSERT CLAIMS FOR MONEY DAMAGES ARISING FROM THE SERVICE OR ANY ASSOCIATED CONTENT AGAINST TRIANGLE, OUR AFFILIATES, LICENSORS OR SERVICE PROVIDERS, OR OUR RESPECTIVE EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS AND AGENTS. TRIANGLE, OUR AFFILIATES, LICENSORS AND SERVICE PROVIDERS, AND OUR RESPECTIVE EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS AND AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR LOSS OF REVENUE, PROFITS, GOODWILL OR DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF TRIANGLE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH (I) LICENSEE'S USE, OR INABILITY TO USE, THE SERVICES, ANY ASSOCIATED CONTENT, OR ANY PRODUCTS AND/OR SERVICES DELIVERED TO LICENSEE THROUGH THE SERVICE, (II) ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE SERVICES, OR (III) ANY OTHER MATTER RELATING TO THE SERVICES.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL TRIANGLE, OUR AFFILIATES, LICENSORS OR SERVICE PROVIDERS, OR OUR RESPECTIVE EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS AND AGENTS BE LIABLE TO LICENSEE IN THE AGGREGATE (FOR ALL POTENTIAL CLAIMS BY LICENSEE) FOR ANY DAMAGES IN EXCESS OF THE TOTAL AMOUNTS ACTUALLY PAID TO TRIANGLE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Licensee is solely legally liable if for Licensee's use or misuse of the Service, any associated content, or any products and/or services delivered to you through the Service causes damage to the Services, to Licensee, Licensee Users or to someone or something else. You agree to defend, indemnify, and hold harmless Triangle, our affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents from and against all liabilities, claims, damages, judgment, awards, losses, costs, expenses, fines or fees (including attorney's fees and investigation costs), that arise from or relate to your use or misuse of the Services, or violation of these Terms or violation of a third party's rights. Triangle reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
10. Confidential Information.
Each Party may have access to certain non-public information of the other Party, in any form or media, including without limitation trade secrets and other information related to the Services, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party's obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who the receiving party reasonably believed had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party's Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement. The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or regulation, or by the order of any court of law or governmental or administrative agency of competent jurisdiction, provided that, except as prohibited by law, regulation or the court or agency issuing the disclosure requirement, receiving party will take reasonably practicable steps, to the extent practicable, to give disclosing party prior notice of such requirement and cooperate (at disclosing party's request and expense) with the disclosing party's efforts to seek a protective order or otherwise prevent or restrict such disclosure. Upon any termination of this Agreement, each party shall return to the other party or destroy all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement, except for copies necessary for compliance recordkeeping purposes. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
11. Term and Termination.
11.1. Term. The license granted under Section 1 is effective upon activation of Licensee Account and shall continue so long as Licensee maintains an active Account and pays the fees as set forth in this Agreement.
11.2. Termination. Licensee may terminate the license and this Agreement at any time by notifying Triangle in writing. Triangle may terminate the license and this Agreement immediately if, in its sole discretion, it finds Licensee has breached this Agreement.
11.3. Effect of Termination. Upon termination, Licensee shall immediately cease using the Service. Triangle shall eject all Licensee and User Wallets and transfer the key shards to Licensee and/or Users, as applicable. Triangle shall not be liable for any Assets in Licensee and/or User wallets due to the termination of the Agreement.
11.4. Survival. All provisions of this Agreement which may reasonably be interpreted or construed as surviving the expiration or termination of this Agreement including, but not limited to, Sections 2 (License Restrictions), 3 (Proprietary Rights), 4 (Licensee Data), 7 (Limited Warranties; Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), (Confidential Information), 11.3 (Effect of Termination), this Section 11.4 (Survival) and 14 (Miscellaneous) shall survive any expiration or termination of this Agreement.
12. Export Controls and Trade Sanctions Compliance.
Licensee agree that Licensee use of the Service will comply with applicable export control and trade sanctions laws, rules and regulations, including without limitation the regulations administered by the U.S. Department of Commerce's Bureau of Industry and Security ("BIS") and the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") (collectively, "Export Control Laws"). Licensee represents and warrant that (i) Licensee is not a citizen of, or located within, a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including without limitation Crimea, Cuba, Iran, North Korea, and Syria); (ii) Licensee is not identified on any U.S. government restricted party lists (including without limitation the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS); and (iii) that no content created or submitted by Licensee is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. Licensee agrees that Licensee will not use the Service to disclose, transfer, download, export or re-export, directly or indirectly, any content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which Licensee may be subject. Licensee acknowledge that the Service may not be available in all jurisdictions and that Licensee is solely responsible for (i) complying with the Export Control Laws and (ii) monitoring them for any modifications.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed under the laws of the State of California, without reference to principles and laws relating to the conflict of laws. The competent courts of the State of California shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. Notwithstanding anything to the contrary, we may seek injunctive relief or other relief necessary to prevent or restrain a breach of this Agreement in any jurisdiction.
14.1. Entire Agreement. This Agreement represents the complete agreement concerning the subject matter hereof, and supersedes any prior or contemporaneous agreements between the parties with respect to the subject of this Agreement. The Agreement may be amended only by a written agreement executed by both Parties. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect.
14.2. Relationship of the Parties. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee or agency relationship between the Parties.
14.3. Waiver. Any failure by a party to require compliance by the other party with any of the terms, provisions, warranties, covenants or conditions of this Agreement will in no way affect the such party's right to enforce the same, nor will any waiver by a party of any breach of any term, provision, warranty, covenant or condition of this Agreement constitute a waiver of any succeeding breach.
14.4. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, whose consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by Triangle in connection with a merger, consolidation, sale of all of the equity interests of Triangle, or a sale of all or substantially all of the assets of Triangle to which this Agreement relates.