Welcome to Kedalion! This is a legally binding user agreement between you (also referred to herein as “User,” or “customer”) and Kedalion, Ltd., a Delaware corporation with its principal place of business at Asia Leading Chambers, Road Town, Tortola VG1110, British Virgin Islands ("Kedalion," “we,” “us,” and “our”). Please read these Terms of Service (“Terms”) carefully before using our site. By accessing or using any part of this website, you agree to be bound by these Terms. If you do not agree with all the Terms, then you may not access the website or use any services.

1  Acceptance of Terms

By using this website, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy, and all applicable laws and regulations. These Terms apply to all visitors, users, and others who access or use the website.

2  Changes to Terms

We reserve the right to update, change, or replace any part of these Terms at our sole discretion by posting updates and/or changes to our website. Additionally, we reserve the right to modify, suspend, or discontinue any service or feature of the website. For material changes to service functionality or features that substantially affect user access or usage, we will use commercially reasonable efforts to provide at least 30 days' advance notice through one or more of the following methods: (a) posting a prominent notice on our website, (b) sending an email to the address associated with your account, or (c) displaying a notification within the website interface. It is your responsibility to check this page periodically for changes. If you do not agree with the updated Terms, you must stop using the website. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

3  Eligibility

You must be at least 18 years of age, or the age of majority in your jurisdiction, whichever is greater, to use this website. By using this website, you represent and warrant that you meet all eligibility requirements. If you are accessing this website on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms.

4  Third-Party Links

Our website may contain links to third-party websites or services that are not owned or controlled by us. These links are provided solely for user convenience and do not constitute an endorsement or recommendation of any third-party website or service. We are not responsible for the content, privacy policies, or practices of any third-party websites or services. These third-party services are governed by their own terms of service and privacy policies. You acknowledge and agree that we shall not be liable for any damages or loss caused or alleged to be caused by, or in connection with, your use of or reliance on any such content, goods, or services available on or through any such websites or services.

5  Disclaimers

This website and all information, products, and services made available to you through this site are provided "as is" and "as available," without any warranties of any kind, either express or implied.

Performance and Connectivity Disclaimer: Website performance may vary depending on your internet connection, device capabilities, and network conditions. We do not guarantee consistent speed, responsiveness, or uninterrupted access. Users acknowledge that website performance is subject to factors beyond our control, including but not limited to internet service provider limitations, network congestion, and device specifications.

We disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

We do not warrant that the website will be uninterrupted, secure, or error-free, nor do we make any warranty regarding the accuracy, reliability, or currency of any information on the site.

We may perform scheduled maintenance, updates, or other modifications to the website that may result in service interruptions. We will endeavor to provide reasonable notice of any scheduled maintenance or updates that may cause significant service disruptions. However, we reserve the right to perform emergency maintenance or updates without prior notice. Additionally, third-party services integrated with our platform may experience interruptions, modifications, or discontinuation at any time, which may impact the functionality of our website. We cannot guarantee the continuous availability of any third-party services and are not responsible for any disruptions or changes they may implement.

6  Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KEDALION, LTD., NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY. In all cases, our total aggregate liability shall not exceed the greater of (i) the amount paid by you, if any, for accessing or using the website in the twelve (12) months preceding the claim or (ii) $100, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (a) your use or inability to use the website; (b) any unauthorized access to or use of our servers and/or any personal information stored therein; (c) any interruption or cessation of transmission to or from the website; (d) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the website by any third party; and/or (e) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the website.

7  Indemnification

You agree to indemnify, defend, and hold harmless Kedalion and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney’s fees) arising from:

·         Your use of and access to the website;

·         Your violation of any term of these Terms;

·         Your violation of any third-party right, including without limitation any copyright, property, or privacy right.

8  Termination

We reserve the right to terminate or suspend your account and access to the website, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms. Upon termination, your right to use the website will immediately cease.

9  Governing Law

These Terms shall be governed and construed in accordance with the laws of Delaware, United States of America, without regard to its conflict of law provisions. Any dispute arising under or relating to these Terms shall first be submitted to mandatory mediation. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in Delaware. The arbitrator's award shall be final and binding. You agree to waive any right to a jury trial or to participate in a class action lawsuit. This arbitration provision does not prevent either party from seeking injunctive relief in a court of competent jurisdiction in Delaware.

10  Severability

If any provision of these Terms is found to be invalid or unenforceable by a court, the remaining provisions will remain in full effect.

11  Entire Agreement

These Terms constitute the entire agreement between you and us regarding your use of the website, superseding any prior agreements between you and us regarding the website.

12 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

13  Contact Information

If you have any questions about these Terms, please contact us via the contact information provided on the website.

14  Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use, and protect your personal information.

15  Children’s Privacy

Our website is not directed to children under the age of 13 in the United States (or higher age as required by applicable law, including age 16 under GDPR where applicable). We comply with the Children's Online Privacy Protection Act (COPPA) and other applicable data protection laws regarding children's privacy. We do not knowingly collect personal information from children under 13 (or such higher age). If you are under 13 years of age (or such higher age), do not use or provide any information on this website. If you believe a child under 13 has provided us with personal information, please contact us immediately.

16  International Users

The website is controlled, operated, and administered from within the United States. If you access the website from a location outside the United States, you are responsible for compliance with all local laws.

17  Electronic Communications

By using the website, you consent to receive electronic communications from us. These communications may include notices about your account and information concerning or related to the website.

18  Force Majeure

We shall not be liable for any failure to perform due to causes beyond our reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Thank you for using our website. Your access and use of our site is conditioned upon your agreement to abide by these Terms of Service.