SERMLY TERMS AND CONDITIONS
Section 1. Introductory Provisions and Entry into Effect
1.1 These SERMLY Terms and Conditions (hereinafter and throughout the text - the “Terms”) shall constitute a complete, full and valid undertaking between the Users of SERMLY and SERMLY Product Owner as defined by the Notions Section below.
1.2 Each User consents and obligates to dedicate enough time to familiarizing itself with the Terms since they stipulate and affect the User’s main rights and obligations related with usage of SERMLY Website, Product and sale of SERMs.
1.3 The Terms shall be deemed to have been accepted by each and any User upon the fact of using SERMLY Website, Product and purchasing of SERMs. Continued usage of SERMLY Website, Product and further possession of SERMs shall render the Users agreement with the Terms.
1.4 If, at any time, the User becomes unsatisfied with SERMLY Website, Product, purchase, further possession and usage of SERMs, its only remedy will be to cease using them and the Product Owner shall not be liable to such User in connection therewith and shall not be obligated to provide any compensation or refund for SERMs purchased by such User. Purchase of SERMs, rights and obligations deriving therefrom are regulated by SERMs Sale Policy published on the Website.
1.5 The Terms shall be construed and read in conjunction with other supplemental documents to be published on the Website from time to time. Such supplemental documents accompany the Terms and are considered to be their integral part.
Section 2. Notions
2.1 The below notions used throughout the Terms shall be interpreted and understood as follows:
Account or User Account – a digital account to be created by Users of SERMLY through SERMLY Website and which must contain all the necessary details of the User as required by the Website and mandated by the Product Owner. Whether only Users with registered accounts will be authorized to purchase SERMs or perform other actions falls within the exclusive decision-making powers of the Product Owner;
Notwithstanding the foregoing, Product Owner reserves the right to set up an entity (legal person) for the purposes of implementing the goals laid down in the Whitepaper and other Supplemental Documents, but does not assume any obligations in connection herewith;
Related Persons – any persons, whether individuals or entities, who may have any relation to SERMLY and Product Owner. Related Persons may encompass partners, agents, representatives, employees, affiliates, subsidiaries, assigns and this enumeration may not be limited depending on circumstances;
SERMLY – an online search engine reputation management software based on the automatic negative detection algorithms, automatic management reputation system and other features. SERMLY is neither an entity, nor a stock or any other financial instruments exchange. Further development, improvement and growth of SERMLY is the main purpose for launching sale of SERMs;
SERMLY Product Owner or Product Owner (also may encompass “We”, “Our” or “Us) – shall mean an owner and controller of the Website who possesses all entitlements and rights to the Website, Product (SERMLY), including but not limited to all intellectual property rights, domain names, confidential information, trade secrets and any proprietary materials. Product Owner also arranges and runs sale of SERMs, regulates distribution and further possession of SERMs by introducing the relevant policies and procedures. Product Owner shall be represented by Viktor Karpenko and partners.
SERMLY Team – the core group of SERMLY creators and conceivers as they are presented on SERMLY Website and who are experts in the search engine reputation management;
SERMLY Website or Website – the website which is run, controlled and operated by SERMLY Product Owner at https://sermly.com ;
SERMs – software-related digital products, not cryptocurrency or similar objects, created by the Product Owner which give the Users a limited and revocable right to use SERMLY upon its successful launch, development and growth in pursuance of the Terms. SERMs do not constitute shares, commodities, financial instruments or ownership rights and are not registered or regulated by any governmental authorities and bodies. SERMs do not represent any ownership rights, securities, stakes or their equivalents in any entity and therefore, do not entitle their holders to dividends, revenue distribution, gains or the like except for the right expressly set forth herein;
User (also may encompass “You” and “Your” throughout the Terms) – refers to any person, whether an individual or entity, who uses SERMLY, accesses SERMLY Website and/or purchases, possesses and uses SERMs. User status shall not be influenced by the person’s usage frequency of SERMLY and the Website and also by the fact of whether the person possesses the Account or purchased SERMs or not.
Section 3. Eligibility to Purchase, Possess and Use SERMs, Access SERMLY Website and/or Create the User Account
3.1 Citizens and residents of People’s Republic of China, Singapore and United States, Puerto Rico, United States Virgin Islands and any other possessions and territories controlled by the United States , are restricted to access SERMLY Website, create Accounts, purchase SERMs or do any other actions which may create any relationship between SERMLY and them. The foregoing restriction also applies to persons who may, by virtue of the United States Internal Revenue Code and other tax regulations, be considered tax residents of the United States and the aforementioned territories.
If You are acting on behalf of an entity, you represent and warrant to Us that none of the owners of such entity are or may be deemed to be citizens or residents of People’s Republic of China, Singapore, United States and possessions and territories controlled by the United States, including but not limited to Puerto Rico and United States Virgin Islands. Should Your eligibility criteria be affected or change which may result in Your being qualified as a citizen or resident of People’s Republic of China, Singapore, United States, Puerto Rico, United States Virgin Islands and any other possessions and territories controlled by the United States, You should notify Us as soon as possible. If You fail to notify Us of Your possible status change hereunder, SERMLY may deny You access to the Website or refuse to sell You SERMs, cancel any purchase of SERMs made previously by You without the obligation to refund the purchase.
3.2 By accessing and using SERMLY Website, creating User Account and/or purchasing SERMs, You assure Us that:
3.2.1 You, to the best of Your knowledge and according to Your awareness, do not and may not fall into the categories of persons stipulated in Section 3.1 so that those restrictions do not extend to You;
3.2.2 You have attained the age of majority allowing You to accept the Terms, enter into other arrangements with SERMLY and the Product Owner, buy SERMs and commit other legal acts as may be prescribed by the Terms and/or the Product Owner;
3.2.3 You possess knowledge, skills, expertise and awareness to deal with digital products being issued by SERMLY, cryptocurrencies, ICO- and blockchain-related projects and products allowing You to assume all possible risks, fluctuations, losses, damages, failures, whether predictable or unpredictable, which may arise out of your decisions to purchase or not to purchase SERMs, access SERMLY Website, create the Account or rely on any other information released by SERMLY;
3.2.4 in case You are acting on behalf of an entity, You are authorized, by virtue of law or an appropriate contractual instrument, to bind such entity to the Terms and other regulations and procedures released by the Product Owner;
3.2.5 You will not access and use the Website, create the Account and/or purchase SERMs for any illicit activities, whether in accordance with laws of Your country, or any other country;
3.2.6 ou are not, in pursuance of the laws of Your country of residence, prevented from accessing and using SERMLY, Website, as well as creating the Account and/or purchasing, possessing and using SERMs.
Section 4. Usage of the Product and User Account
4.1 In order to use the Product beta version features, the User should take certain steps, namely:
4.1.1 add a new project by entering the project name, checking frequency, search engine and keywords to be checked on;
4.1.2 select regions by choosing a search engine domain location and language;
4.1.3 and make keywords specification.
4.2 SERMLY scans TOP 100 search engine results and determines the negative reference level. The Product features are planned to be largely extended and enhanced by integrating such tools as analytics, SERM trends, blockchain parsing system, reputation management recommendations, machine learning and big data. The Users are encouraged to review the Whitepaper, Website and the Product Owner’s announcements for more information on the planned enhancements and extension of the Product features.
4.3 As laid down hereinabove, the User may not be required to register the User Account to be granted the rights and be entitled to perform other acts as prescribed hereunder, however this will be decided and mandated solely by SERMLY Product Owner whether any particular User must register with SERMLY Website or not.
4.5 All the information provided by the User for its Account registration must be accurate, true and up to date otherwise, if the Product Owner detects any misleading, fraudulent data given by the User, the Product Owner will have the power and authority to delete such Account, deny access to the Website and/or refuse to sell SERMs to this User.
4.6 The User Account data must be kept private and confidential preventing unauthorized persons from accessing them. Upon prior written approval of the Product Owner, which may be sent by email, regular mail, or courier to the User requesting such approval, third persons may be authorized to access and use the User’s Account. Notwithstanding the foregoing, the User shall be regarded solely responsible for the activities conducted in its Account. If the User suspects any unauthorized access to or usage of its Account, it is obligated to notify of it the Product Owner as soon as possible to prevent negative results to the maximum extent.
4.7 By a general rule, the User will have the right to terminate or suspend its Account at any time by filling in the relevant form intended for this purpose on the Website, except for situations where the User Account termination or suspension turns out to be impossible, impracticable or not permitted under the Terms, other Supplemental Documents or court order, judgments, governmental body ruling and any other directives, regulations and authorities decisions.
4.8 The Product Owner shall be entitled, upon its sole discretion and without a duty of prior notice to the User, to terminate or suspend any User Account if it deems that the User violates provisions of the Terms, other Supplemental Documents, or the Product Owner considers that such termination or suspension is reasonable and necessary in any particular case. Upon termination or suspension of the User Account, the Product Owner will not be liable to the User whatsoever.
Section 5. Disclaimer of Warranties and Limitation of Liability
5.1 Users accept and agree that SERMLY, SERMLY Website and participation in SERMs sale-purchase are provided on “as is”, “as available” and “with all faults and errors” basis. The Users assume and accept all and any possible risks, losses, damages and liability related with usage of SERMLY, accessing of SERMLY Website and purchase, further possession and use of SERMs.
5.2 The Product Owner and its Related Persons do not and will not warrant that usage of SERMLY, SERMLY Website and participation in SERMs sale-purchase will serve and comply with the goals, statements and aims specified in the Whitepaper and other Supplemental Documents.
5.3 SERMLY, SERMLY Website, all and any materials and information contained thereon are made available to Users with, including but not limited to, all possible, predictable or unpredictable errors, technical glitches, drawbacks, possible harmful software and untested or not fully tested programming components, misconnections, transmission delays and faults, non-effectiveness, absence of fitness for a particular purpose. The Product Owner does not and will not claim that SERMLY and SERMLY Website will function properly and effectively all the time or at any given time, or that they will be available, error-free, effective and functionable in all countries or in any particular country or territory.
5.4 Users expressly consent that SERMLY Product Owner, SERMLY Team and Related Persons do not assume any liability and shall not be liable for any losses, damages, lost profits, reputation damages, damages to materials, equipment, information, software possessed by the Users, arising out of the usage/non-usage of SERMLY, accessing and usage of SERMLY Website, participation in sale-purchase of SERMs, further possession and use of SERMs and other activities which may be decided by the Product Owner, of any nature whatsoever, whether such losses or damages are direct, indirect, punitive, consequential, incidental, exemplary, special or of any other nature and qualification as may be laid down in any particular jurisdiction of which the Product Owner and/or Users are regarded to be residents or citizens.
5.5 Purchase, further possession and use of SERMs may incur certain financial and legal risks accrued to them and the Users are strongly encouraged to turn to professional financial consultants, accountants, and legal experts specializing in ICO-related matters, and in handling of legal consequences of purchase, further possession and use of cryptocurrency and digital products bearing similarity and likelihood to SERMs, considering the Terms, SERMLY Whitepaper, Supplemental Documents and other materials and information which may be published by the Product Owner.
5.6 The Product Owner and Related Persons do not and will not warrant benefits or privileges resulting from the purchase, further possession and use of SERMs, or that SERMLY, SERMLY Website will suit the Users’ needs. Due to being unregulated digital products of a specific nature, SERMs may experience extreme fluctuations and volatility in terms of exchange for fiat currencies or other cryptocurrencies and digital products, but not exclusively. Sale-purchase of SERMs shall be additionally regulated by SERMs Sale Policy.
5.7 SERMLY may not deliver on its promises and goals specified in the Whitepaper and other materials made available to the public from time to time, owing to the lack of interest to SERMLY, unfavorable regulation or other unforeseeable circumstances which may influence SERMLY, its development and growth or cause its termination at all.
5.8 The Product Owner and Related Persons do not and will not refund or in any other way compensate Users for purchase of SERMs or losses incurred by the Users in connection therewith, whether due to the User’s dissatisfaction with SERMLY, unsuitability of SERMLY and/or the Website, disagreement with SERMLY Product Owner, unsuccessful launch of SERMLY, unexpected development or termination of SERMLY project, without limitation to the foregoing.
5.9 SERMs are unregulated digital products and therefore, SERMLY Product Owner and Related Persons shall not be liable to comply with any regulatory statutes and regimes applying to issue and sale of securities, financial institutions, insurance companies or stock exchanges. SERMLY shall not be deemed to render investment or financial advice to the Users and any statements coming out from the Product Owner or Related Persons with regard to benefits or privileges deriving from SERMs should not be relied upon by the Users since such statements may express only assumptions and strivings desired to be accomplished. Hence, no data published and made available by the Product Owner are meant to be considered a basis for the purposes of investment or financial analysis and projections.
5.10 SERMLY Product Owner does not and will not warrant to the Users that SERMs will be capable of being exchanged for other cryptocurrencies and/or fiat currencies and that SERMLY Product Owner will facilitate such exchange.
Section 6. Intellectual Property and User Rights
6.1 All information and materials published on SERMLY Website and made available via SERMLY are possessed by the Product Owner and/or its Related Persons and are proprietary and constitute the intellectual property objects of SERMLY Product Owner and/or its Related Persons.
6.2 Information and materials mentioned in Section 6.1 are exclusively and without limitations owned by SERMLY Product Owner and/or its Related Persons, regardless of whether they may be or are patented as invention, design, registered as copyright, trademark, service mark, domain name or protected as a trade secret or know-how in any jurisdiction or region. Patentability or registrability of such information and materials does not affect the Product Owner’s free, unlimited and exclusive exercise of the rights accrued to them and does not allow the Users to use such objects without an express written consent of the Product Owner.
6.3 The Users are not granted any licenses or intellectual property rights except the right to use SERMLY and SERMLY Website, purchase, possess and use SERMs as end users of the Product. The right to use SERMLY and SERMLY Website given to the Users by the Product Owner is royalty-free, revocable, non-transferable, non-sublicensable, limited, non-exclusive and worldwide.
6.4 The Users are obligated to assist and cooperate with the Product Owner in the matter of patenting or registration of any intellectual property right, if it is required.
Section 7. Rules Applicable to the Terms and Dispute Settlement
7.1 Effectiveness, performance, non-performance and construction of the Terms shall be regulated by a string of rules and principles which derive from the latest practical framework pertaining to ICO-related launches and projects and which are guided by the principle of mining utility tokens and not accepting certain jurisdictions for participation in ICO projects, such as United States and its controlled territories, but not exclusively, in view of ICO itself not being regulated by authorities. However, if such determined usage rules and principles conflict with the Terms, Supplemental Documents and decisions of SERMLY Product Owner, provisions of the Terms, Supplemental Documents and decisions of SERMLY Product Owner shall supersede.
7.2 Any difference, claim, controversy or dispute, directly or indirectly arising out of the Terms, their performance, improper performance, infringement, interpretation, will be settled in the process of negotiations between SERMLY Product Owner and the User(s).
7.3 Arrangement, manner, terms and procedure of the negotiations stipulated in Section 7.2, shall be decided between SERMLY Product Owner and any particular User or Users after occurrence of any difference, claim, controversy or dispute, by way of personal communication. In case SERMLY Product Owner and any particular User or Users do not reach any agreement thereon, decision of SERMLY Product Owner will be finally binding on the User or Users.
Section 8. Communication
8.1 Interaction between SERMLY Product Owner and the Users shall be primarily carried out via email, electronic forms and announcements published on the Website, unless the Product Owner approves another means of communication for a particular User or Users. The authorized communication language shall be English.
8.2 The User will be considered to have received the message sent via email and to have read the announcement released on the Website at the moment the message was sent or announcement was released.
8.3 The Users are required to provide the Product Owner with valid and updated email addresses. If the Users fail to comply with this requirement, the Product Owner will use the latest email address known to the Product Owner from the User Account.
Section 9. Termination and User Right Revocation
9.1 Except as stipulated otherwise, the Product Owner shall be entitled to terminate or suspend the Terms with regard to a particular User or Users if they violate any provisions of the Terms, commit any other illicit actions being harmful, unfavorable, unreasonable or malicious to SERMLY, SERMLY Product Owner, Related Persons and/or SERMLY Team. The Product Owner will be able to terminate or suspend the Terms at its sole discretion and without being obliged to notify the User or Users of such termination or suspension.
9.2 The User’s right to use SERMLY and SERMLY Website in the capacity of end users, purchase, possess and use SERMs will be deemed revoked and terminated immediately upon detection by the Product Owner of the violations of provisions set forth in Section 3.2. Apart from this, upon termination or suspension of the Terms with regard to the User, the Product Owner may delete the User’s Account, materials, data, and information contained in the Account, without any limitations and without being liable to such User or Users. Purchase amount of SERMs bought by such User or Users shall not be subject to any compensation or refund if otherwise was not decided by the Product Owner, depending on the circumstances.
Section 10. Taxation of SERMs Purchase, Possession and Use
10.1 SERMLY Product Owner shall not be liable to ascertain any taxation regime which may be applicable to transactions of SERMs sale-purchase. The amount charged by the Product Owner from the Users for SERMs does not include any taxes, excise fees etc.
10.2 The Users assume full responsibility for ascertaining whether their participation in the Product Owner’s project, purchase of SERMs, further possession of them and their use result in any taxation liability in the countries of their residence. If the User determines, in pursuance of the statutes of its country of residence, its liability to collect and pay any taxes or fees, the User must immediately notify the Product Owner of this liability. The amount of taxes due on the part of the User shall be communicated to the Product Owner, but such amount shall be reported and paid by the User itself in its country of residence. The Product Owner is not obliged to provide any assistance to the User in relation to the determination of its tax liability, reporting, collecting and paying of the taxes.
10.3 Without prejudice to the Product Owner’s exclusion of liability laid down in Sections 10.1 and 10.2, the User assumes the obligation to provide the Product Owner with the documents attesting collection, reporting and payment of the taxes previously claimed by the User.
10.4 Should the User’s country of residence laws require that the User be a withholding agent regarding the amount to be received by the Product Owner from the User, the User will be obligated to notify the Product Owner about such requirement, cooperate with and assist the Product Owner in the process of ascertaining such requirement, collecting, reporting and, if necessary, paying the tax to the appropriate governmental authorities.
Section 11. Confidentiality and Non-Disclosure
11.1 Materials, data and information which are posted on the Website by the Product Owner and are accessible by unlimited number of persons (public), are not confidential, but may be proprietary and no use of such materials, data and information are allowed unless authorized by the Product Owner.
11.2 Certain information may be designated by the Product Owner as confidential. In addition, the information should be treated as confidential by the Users if it is intended only for a limited number of persons, or, considering its nature, means and manner of disclosure by the Product Owner, the information should reasonably be regarded confidential.
Section 12. Events Beyond SERMLY Control
12.1 SERMLY Product Owner, SERMLY Team and Related Persons will not bear any liability to the Users for delays, omissions, inaccuracies, failures etc. caused by events and circumstances beyond their reasonable control, including but not limited to, natural disasters, technical failures of SERMLY suppliers, contractors and agents, any hostilities (whether war was declared or not), strikes, accidents, government rulings etc.
Section 13. Structure and Interpretation of the Terms
13.1 Sections, paragraphs, headings of the Terms shall not influence interpretation and understanding of the Terms, the present structure is established solely for convenience.
Section 14. Amendments and Requests
14.1 The Product Owner may amend and update provisions of the Terms from time to time, without having to notify the Users prior to such amendment or update. Users obligate to keep track of the latest version of the Terms and will be considered to have consented to its latest version in case of continued usage of SERMLY, Website and possession of SERMs.
14.2 Should You have any queries or concerns respecting the Terms, You are encouraged to reach Us via the form accessible on SERMLY Website.
Copyright Notice: Text of the Terms is protected by copyright laws and its unauthorized use and copying is not allowed unless the Product Owner’s prior written consent has been given.