6. Account, Credentials and Security

• 6.1. Account and Access Credentials. To access and use our Services, you will need to set up an account. When setting up an account within the Services, a cryptographic private and public key pair is generated, which evidence your ownership of your MSA and enables you to engage in activities involving the Supported Networks and Supported Apps. The public key is visible to all participants in the Supported Networks. The private key must be used to grant or revoke permission for a Supported App to access your MSA and other associated information as represented by the corresponding public key. Project Liberty encrypts your private key in a process designed to help ensure its security and confidentiality. Project Liberty's proprietary software enables you to initiate an approval or rejection of access to your MSA and other associated information using your phone number, email address, or other access credential as further described below. Project Liberty does not store your private key in its database. Project Liberty utilizes cloud based key management services and hardware security modules to encrypt your private key in a process designed to help ensure its security and confidentiality. Project Liberty cannot access raw private key information for you, and we will not unilaterally initiate any such approvals or rejections in connection with, or access, your MSA, Social Graph, Handle and other associated information. We are not responsible for any activities that you engage in when using the Services, you are solely responsible for any and all approvals or rejections of access to your MSA, Social Graph, Handle and other associated information that are initiated through the Services and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any such initiations of approvals or rejections. You agree to immediately notify Project Liberty of any unauthorized use of your account or breach of security. You further represent and agree that Project Liberty shall not be liable for any loss or damage arising from your failure to comply with this section.
• 6.2. Accuracy of Account Information. It's important that you provide us with accurate, complete and current information for your account and you agree to keep this information up- to-date. If you don't, we might have to suspend or terminate your account. You're responsible for all activities that occur under your account. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts. If you lose access to the phone number, email address, or other access credential used for your account, you may not be able to recover access to your account.
• 6.3. Compliance. In the event of any prohibited use of the Services or our systems, including using the Services to receive, hold, transmit, or transfer cryptocurrency or other currencies or monetary or financial assets, you acknowledge and agree that Project Liberty, in its sole discretion, may determine what, if any, actions Project Liberty will take, including suspending or terminating your account, exporting any information that we hold on your behalf to you, or giving you the option to receive such export, subject to applicable laws.

8. Social Graph

• 8.1. Our Services enable you to interact with the Supported Networks to store your Social Graph. The Social Graph may include data about your relation to other MSAs. Project Liberty may store some information about your Social Graph. Project Liberty does not curate any portion of your Social Graph nor claim any ownership rights in any portion of your Social Graph and nothing in these Terms will be deemed to restrict any rights that you may have to your Social Graph.
• 8.2. Permissions to Your Social Graph. By making any Social Graph available through the Services you hereby grant to Project Liberty a non-exclusive, transferable, worldwide, royalty- free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your Social Graph solely for the purposes of operating and providing the Services.

9. General Prohibitions and Project Liberty's Enforcement Rights.

• Use the Services to: (i) infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; or (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
• Use the Services to submit information that: (i) is fraudulent, false, misleading or deceptive; (ii) is defamatory, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (v) promotes illegal or harmful activities or substances;
• Use, display, mirror or frame the Services or any individual element within the Services, Project Liberty's name, any Project Liberty trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Project Liberty's express written consent; Access, tamper with, or use non-public areas of the Services, Project Liberty's computer systems, or the technical delivery systems of Project Liberty's providers;
• Attempt to probe, scan or test the vulnerability of any Project Liberty system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Project Liberty or any of Project Liberty's providers or any other third party (including another user) to protect the Services;
• Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Project Liberty or other generally available third-party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Project Liberty trademark, logo URL or product name without Project Liberty's express written consent;
• Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source- identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity; or encourage or enable any other individual to do any of the foregoing.

10. DISCLAIMERS; RISKS

• 10.1. Warranty Disclaimer. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES (INCLUDING ANY PRIVATE KEY STORAGE SERVICE OFFERED AS PART OF THE SERVICES, WHETHER CLOUD OR HARDWARE-BASED) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
• 10.2. Sophistication and Risk of Cryptographic Systems. By using or accessing the Services, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of cryptographic tokens, decentralized networks, and blockchain-based software systems.
• 10.3. Risk of Regulatory Actions in One or More Jurisdictions. Project Liberty as well as any other Supported Network and Supported App, could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Project Liberty to continue to develop, or which could impede or limit your ability to access or use the Services, the Frequency chain, any other Supported Network, MSA, Handle, Social Graph, and/or any Supported App. By using or accessing the Services, you acknowledge these risks and agree that Project Liberty will not be held liable for any losses or damages associated with these risks including, without limitation, losses associated with your use of the Social Graph and Supported Networks.
• 10.4. Risk of Weaknesses or Exploits in the Field of Cryptography. You acknowledge and understand that cryptography is a progressing field and that advances in cryptanalysis or technical advances such as the development of quantum computers may present risks to cryptocurrencies and the Services, which could result in the theft or loss of your MSA, Handle or Social Graph. To the extent possible, Project Liberty 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 full security of the Services. By using or accessing the Services, you acknowledge these risks and agree that Project Liberty will not be held liable for any losses or damages associated with these risks including, without limitation, losses associated with your use of the Supported Networks.
• 10.5. Other Affiliated Services and Third Party Services.
  • The Services may include, integrate with, or be accessible through, Supported Apps including software and services provided by our affiliates and or by third parties (“Third Party Services”). Supported Apps are made available to you under the terms of the applicable service providers (collectively, “Service Providers”). Please review the applicable terms prior to using or accessing Supported Apps. By using any Supported Apps, you acknowledge that (i) you have read and agree to the terms that apply to such Supported Apps and (ii) you may be exposed to the risks inherent in such Supported Apps. Such risks include, without limitation, delays in or inability to access funds or cryptographic tokens held by such parties or loss of funds of cryptographic tokens. You agree that Project Liberty is not responsible for any such liability.
  • Service Providers may charge you a fee for use of, or access to, Supported Apps.
  • You agree that Project Liberty and its affiliates are not in any way associated with the Third Party Services or responsible or liable for the software and services offered by the associated Service Providers. Project Liberty does not endorse or approve and makes no warranties, representations or undertakings relating to the software, service or content of any Third Party Services.
  • In addition, Project Liberty disclaims liability for any loss, damage and any other consequence resulting directly or indirectly from or relating to your use or access of Third Party Services or any information that you may provide or any transaction conducted with or through the Third Party Services or the failure of any information, software or services posted or offered by such Service Providers or any error, omission or misrepresentation by such Service Providers or any computer virus arising from or system failure associated with the Third Party Services.
  • In the event of any inconsistency between these Terms and the terms of the Supported Apps, these Terms will prevail with regard to any matter concerning Project Liberty's provision of the Services to you.

12. Limitation on Liability

• 12.1. For the purposes of this Section 12, “Project Liberty”, “we”, or “us” shall include Project Liberty, its parent company, subsidiaries, affiliates, investors, agents, and successors and assigns.
• 12.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PROJECT LIBERTY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROJECT LIBERTY OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL PROJECT LIBERTY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO PROJECT LIBERTY FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PROJECT LIBERTY, AS APPLICABLE.
• 12.3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE PROJECT LIBERTY'S OFFER TO PROVIDE SERVICES.

18. Dispute Resolution

• 18.1. Informal Dispute Resolution. You and Project Liberty must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, “Disputes”) informally. Accordingly, neither you nor Project Liberty may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver written notices via hand or first-class mail to us at Project Liberty LLC, C/O Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. Notwithstanding the foregoing, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights at any time.
• 18.2. Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Project Liberty agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Project Liberty are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
• 18.3. Exceptions. As limited exceptions to Section 18.2 above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

• 18.4. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org

  Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

• 18.5. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we'll pay all of our attorneys' fees and costs and won't seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.
• 18.6. Injunctive and Declaratory Relief. Except as provided in Section 18.3 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
• 18.7. Class Action Waiver. YOU AND PROJECT LIBERTY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
• 18.8. Severability. With the exception of any of the provisions in Section 18.7 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

19. General Terms

• 19.1. Reservation of Rights. Project Liberty and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
• 19.2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Project Liberty and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Project Liberty and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Project Liberty's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Project Liberty may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
• 19.3. Notices. Any notices or other communications provided by Project Liberty under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
• 19.4. Waiver of Rights. Project Liberty's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Project Liberty. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

1. Account and Registration

• 1.1. Accepting the Terms. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from using or receiving the Services under the applicable laws of the United States or other countries (including the country in which you reside or use the Services). If you are using the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and "you" refers to that entity).

• 1.2. Registration. To access certain Services, you may be required to provide information (such as identification or contact details) as part of the registration process for (or as part of your continued use of) the Services. Any registration information you give us will always be accurate and up to date and you will inform us promptly of any updates. 

• 1.3. Subsidiaries and Affiliates. Project Liberty may have subsidiaries and affiliated legal entities in various locations. These companies may provide Services to you on behalf of Project Liberty and the Terms will also govern your relationship with these entities.

2. Using Our Services

• 2.1. Compliance with Law and Other Project Liberty Terms of Service. You will comply with all applicable laws, regulations, and third-party rights (including, without limitation, laws regarding the import or export of data or software, privacy, and local laws). You will not use the Services to encourage or promote illegal activity or violation of third-party rights. You will not violate any other terms of service with Project Liberty, Frequency, or their affiliates. Additionally, you will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.

• 2.2. Acknowledgment of Development Status of the Services. You acknowledge and agree that: (a) the Services are still under development; (b) the Services are not in final form and may not operate properly or be fully functional; (c) the Services may contain errors, design flaws or other problems; (d) it may not be possible to make the Services fully functional; (e) the information obtained using the Services may not be accurate; (f) use of the Services may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss, and it is your responsibility to back up and restore any data that you store in or transmit through the Services; (g) Project Liberty is under no obligation to release a commercial version of the Services; and (h) Project Liberty has the right unilaterally to abandon development of the Services, at any time and without any obligation or liability to you.

• 2.3. Permitted Access. You will only access (or attempt to access) the Services by the means described in the documentation for the Service. If Project Liberty assigns you developer credentials (e.g., client IDs), you must use them with the applicable Services. You will not misrepresent or mask either your identity when using the Services or developer accounts.

• 2.4. Costs. Each party shall pay its own fees, costs, and expenses (and those of its agents, independent contractors, consultants, and affiliates) in connection with these Terms and Services.

• 2.5. Service Limitations. Project Liberty may set and enforce limits on your use of the Services (e.g., limiting the number of logon requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations. If you would like to use any Services beyond these limits, you must obtain our express consent (and Project Liberty may decline or condition acceptance on additional terms and/or charges).

• 2.6. Communication and Feedback. We may send you certain communications in connection with the Services. Please contact us to opt out. If you provide feedback or suggestions about our Services, then we may use such information without obligation to you.

• 2.7. Non-Exclusivity. The Terms are non-exclusive. You acknowledge that Project Liberty and/or its affiliates may develop products or services that may compete with any other products or services, including yours.

• 2.8. Project Liberty Controller-Controller Data Protection Terms. To the extent Developer processes any personal data on behalf of Project Liberty, or as otherwise required by data protection laws applicable to the parties' processing of personal data under these Terms, the parties agree to Project Liberty’s Data Protection Agreement for Developers in Appendix A below.

3. Your Clients

• 3.1. Security. You will use commercially reasonable efforts to implement the Services and protect user information, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

• 3.2. Ownership. Project Liberty does not acquire ownership in your website or services, and by using our Services, you do not acquire ownership of or any intellectual property or rights in our Services.

• 3.3. User Privacy. You will comply with (1) all applicable privacy laws and regulations, including those applying to personal data; and (2) our Privacy Policy. You will provide and adhere to a privacy policy for your website or services that describes what information you collect and how you use and share it.

• 3.4. Customer Service. You agree to be responsible for providing your clients with commercially reasonable customer service and technical support measures (“Customer Service”) regarding the Services (or your implementation of thereof). Nothing in these Terms shall obligate Project Liberty to provide any amount or level of Customer Service, whether to Developers or your clients. If Project Liberty or its affiliates choose to provide Customer Service, they may, in their sole discretion,  limit or discontinue Customer Service at any time, apply a fee structure, and control or change the relevant channels and procedures.

4. Prohibitions and Confidentiality

• 4.1. Prohibitions. When using the Services, you may not (or allow those acting on your behalf to):

  • Sublicense the Services for use by a third party. Consequently, you will not create a service, code, or widget that functions substantially the same as the Services and offer it for use by third parties.

  • Perform an action with the intent of introducing to Project Liberty products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

  • Defame, abuse, harass, stalk, or threaten others, promote unlawful gambling, or disruptive advertisements.

  • Interfere with or disrupt the Services or the servers or networks providing the Services.

  • Reverse engineer or attempt to extract the source code from any Services or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
  • Use the Services for any activities where the use or failure of the Services would violate applicable law or regulations or could lead to death, personal injury, or environmental damage.
  • Use the Services to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.
  • Remove, obscure, or alter any Project Liberty terms of service or any links to or notices thereto.
  • Use the Services for any purpose or in any manner involving transmitting protected health information  unless you have received prior written consent from Project Liberty.
• 4.2. Credentials and Confidential Matters. When applicable, developer credentials (such as passwords, keys, and client IDs) are intended to be used by you alone. You will keep your credentials confidential. Moreover, our communications to you and our Services may contain Project Liberty confidential information. Project Liberty confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Project Liberty's prior written consent. Project Liberty confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Project Liberty confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

5. Brand Features; Attribution

• 5.1. Brand Features. "Brand Features" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All use by you of Project Liberty's Brand Features (including any goodwill associated therewith) will inure to the benefit of Project Liberty.
• 5.2. Attribution. You agree to display any attribution(s) requested by Project Liberty or described in documentation for the Services. Project Liberty hereby grants to you a nontransferable, non-sublicensable, nonexclusive license (while the Terms are in effect) to display Project Liberty's Brand Features for the purpose of promoting or advertising that you use the Services. You must only use Project Liberty Brand’s Features in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. You understand and agree that Project Liberty has the sole discretion to determine whether your attribution(s) and use of Project Liberty's Brand Features comply with these requirements.
• 5.3. Publicity. You will not make any statement regarding your use of the Services which suggests partnership with, sponsorship by, or endorsement by Project Liberty without Project Liberty's prior written approval.
• 5.4. Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating the Services you are using and the associated Project Liberty products, Project Liberty may produce and distribute incidental depictions, including screenshots, video, or other content from your use of the Services, and may use your company or product name. You grant us all necessary rights for the above purposes.

6. Licenses; IP Ownership; Privacy

• 6.1. License to Developer. Subject to and conditional upon your compliance at all times with these Terms, Project Liberty grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to do the following: (i) use software, API(s), widgets, or interoperability features made available by Project Liberty through the Services to develop and distribute applications and service(s) consistent with these Terms; and (ii) use Project Liberty’s Brand Features consistent with Section 5. You agree that, except for the limited license above, these Terms do not grant you any rights to Project Liberty’s Brand Features and that all goodwill generated through your use of such marks is to the sole benefit of Project Liberty.
• 6.2. No Grant of Proprietary Rights. Except as expressly granted in these Terms, neither party grants the other party any intellectual property rights or other proprietary rights. As between you and Project Liberty, Project Liberty, its affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Services (including its documentation and specifications) and any derivative works thereof.
• 6.3. Third Party Software. The Services may include open source software or third party software. Any such software is made available to you under the terms of the applicable licenses.
• 6.4. Intellectual property. The Services and any of Project Liberty’s Brand Features (our “Intellectual Property”) are the property of Project Liberty or Project Liberty’s licensors and protected by intellectual property rights. You do not have the right to use the Intellectual Property in any manner not covered by these Terms. Nothing in these Terms shall be construed to convey (and by virtue of these Terms you will not acquire) any ownership interest in the Intellectual Property. You will not contest (or assist others in contesting) the validity, enforceability, ownership, or title of any Intellectual Property. You agree not to attempt to use or register any trademark or domain name that includes the word “Project Liberty,” any other Project Liberty trademark, or any name that is confusingly similar to any of them. Further, you may not remove or alter any copyright, copyright protection technology, trademark, or other intellectual property notice contained in or provided through Project Liberty’s Intellectual Property.
• 6.5. Privacy. By using our Services and sharing or submitting any data to Project Liberty (as applicable), you agree that we may use submitted information in accordance with our privacy policies.

7. Termination

• 7.1. Termination. You may stop using our Services at any time with or without notice. Further, if you want to terminate the Terms, you must provide Project Liberty with prior written notice and upon termination, cease your use of the applicable Services. Project Liberty reserves the right to terminate the Terms with you or discontinue the Services or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
• 7.2. Your Obligations Post-Termination. Upon any termination of the Terms or discontinuation of your access to the Service, you will immediately stop using the Services, and cease all use of Project Liberty’s Brand Features. Project Liberty may independently communicate with any account owner whose account(s) are associated with you to provide notice of the termination.
• 7.3. Surviving Provisions. When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4b, 7, 8, and 9.

8. Liability for our Services

• 8.1. WARRANTIES. EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER PROJECT LIBERTY NOR ITS AFFILIATES MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES "AS IS". EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.

• 8.2. LIMITATION OF LIABILITY. WHEN PERMITTED BY LAW, PROJECT LIBERTY AND ITS AFFILIATES, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF PROJECT LIBERTY, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN) DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. IN ALL CASES, PROJECT LIBERTY, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

  PROJECT LIBERTY IS NOT RESPONSIBLE FOR, AND CANNOT UNILATERALLY CREATE, MODIFY OR DELETE YOUR MESSAGING ACCOUNT(S) (MSA), HANDLE, AND OTHER INFORMATION ON SUPPORTED NETWORKS OR RELEVANT BLOCKCHAIN(S). THE SERVICES ARE NOT DESIGNED TO, AND YOU MAY NOT USE THE SERVICES TO, RECEIVE, HOLD, TRANSMIT, OR TRANSFER CRYPTOCURRENCY OR OTHER CURRENCIES OR MONETARY OR FINANCIAL ASSETS. THE SERVICES AS OFFERED BY PROJECT LIBERTY ARE ONLY IN CONNECTION WITH NON-FINANCIAL SOCIAL INTERACTION WITHIN A SOCIAL NETWORK.

• 8.3. Indemnification. You will defend and indemnify Project Liberty, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
  • your misuse or your end user's misuse of the Services;
  • your violation or your end user's violation of the Terms; or
  • any content or data routed into or used with the Services by you, your agents, or your end users.

9. General Provisions

• 9.1. Modification. We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our Services. You should look at the Terms regularly. We will post notice of modifications to the Terms to this website. If you do not agree to the modified Terms for the Service, you should discontinue your use of the Services. Your continued use of the Services constitutes your acceptance of the modified Terms.
• 9.2. General Legal Terms. The Terms do not create any third-party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Project Liberty does not take action right away, this does not mean that Project Liberty is waiving any rights it has. If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and Project Liberty relating to its subject and supersede any prior or contemporaneous agreements on that subject. To contact Project Liberty, please email support@frequencyaccess.com.
• 9.3. Arbitration. These Terms shall be governed by and construed in accordance with the laws of New York without regard to the principles of conflict of laws thereof to the extent such laws would apply the laws of (or direct a matter to) another jurisdiction. Any claim or controversy arising out of or relating to these Terms shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The number of arbitrators shall be three (3), one (1) of whom shall be appointed by each of the parties and the third of whom shall be selected by mutual agreement of the co-arbitrators, within 30 days of the selection of the second arbitrator and thereafter by the administering authority, and the place of arbitration shall be New York, NY. The language of the arbitration shall be English. The arbitration award rendered by the arbitrator(s) shall be final and binding on the parties. Judgment on the award may be entered in any court having jurisdiction thereof.

• 1.1. Definitions and Interpretation. Terms defined in the Developer Terms of Service (“Developer Terms”) shall have the same meaning when used in this Appendix, unless defined differently in this Appendix.

  For purposes of this Appendix, “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with a party (or other entities that Project Liberty, in its sole discretion, designates as an affiliate pursuant to a data sharing agreement); “Applicable Laws” shall mean all laws, regulations and regulatory policies, guidelines or industry codes of any competent industry body that are applicable to Project Liberty, Project Liberty Personal Data, the Project Liberty Services, you and the GDPR; “Personal Data” shall mean any data falling within the definition of “personal data” under the General Data Protection Regulation 2016/679 or any replacement legislation, as applicable and including the UK’s Data Protection Act 2018 (“GDPR”); “Project Liberty” shall mean the Project Liberty entity which is party to the Developer Terms; and “Project Liberty Personal Data” shall mean any Personal Data in respect of which Project Liberty or a Project Liberty Affiliate is a data controller, which you process in connection with the Developer Terms.

  Terms defined in the GDPR, as applicable, shall have the same meaning when used in this Appendix, unless defined differently in this Appendix.

• 1.2. Your Role. You acknowledge that you shall be acting as an independent Data Controller in respect of Project Liberty Personal Data. If circumstances arise where you are acting as a Data Processor on Project Liberty’s (or a Project Liberty Affiliate’s) behalf, you shall promptly, on request by Project Liberty, execute written contractual commitments which meet the requirements of Applicable Laws in relation to Data Processors.

  You shall adhere to the obligations, requirements and standards set out in the GDPR in respect of any Project Liberty Personal Data, including: (a) the level of security and / or protection for Project Liberty Personal Data; (b) the rights of Project Liberty; and (c) the rights of the Data Subject(s), irrespective of: (i) the location of the Data Subject(s); (ii) the location of the Project Liberty Affiliate that is party to this Developer Terms; and (iii) your location.

• 1.3. Transfer of Personal Data Outside of the European Economic Area (“EEA”) or UK. Before transferring Personal Data from inside EU/EEA/UK to outside the EU/EEA/UK, you shall ensure that such transfer is fully compliant with Applicable Laws. In addition, you shall be solely responsible for procuring that you execute and deliver all such documents and perform all such acts as requested by Project Liberty for the purpose of giving full effect to this paragraph 3.

  To the extent you are receiving personal data from Project Liberty as a data importer in the EU/EEA/UK, you represent and warrant that with respect to such data, you: (i) shall ensure that an equivalent level of protection as offered by EU law will be provided to EU/EEA Data Subjects in the country you are processing Personal Data, and (ii) shall implement supplemental measures consistent with regulatory guidance (and remain consistent as further regulatory guidance is issued).

  The EU standard contractual clauses adopted by decision of 4 June 2021 document number C/2021/3972 (module 1, controllers to controllers) (“SCCs”) shall apply to any transfers of Project Liberty Personal Data by Project Liberty under this DPA from the European Union (“EU”) and the European Economic Area (“EEA”) to you where you are in a third country for the purposes of GDPR.

  You represent and warrant that you can comply with the SCCs and accept the transfer of Project Liberty Personal Data. To the extent you become unable to comply with the SCCs, you shall promptly notify Project Liberty and Project Liberty may terminate the Developer Terms and your access to the Project Liberty Platform in its sole discretion.

  For the purposes of the SCCs, the parties agree that Project Liberty LLC may constitute the “data exporter” and you would then be the “data importer“ and that:

  For the purposes of Annex I of the Appendix to the SCCs, the following will apply:

  a: List of Parties. The names and contact details of the parties shall be as set out in the applicable approval form for the services or their account.

  b: Description of Transfer.

  • Data Subjects. The Personal Data transferred concern the following categories of Data Subjects: Project Liberty users.
  • Purpose and nature of the transfer(s). The transfer is made for the following purposes: To provide the ability for you to use the Project Liberty Platform in accordance with the Developer Terms.
  • Categories of data. The Personal Data transferred concern the following categories of data: Project Liberty Personal Data (including, but not limited to, emails, names, phone numbers, contact information, and any other personal data submitted by Project Liberty to use the Services).
  • Recipients. The Personal Data transferred may be disclosed only to the following recipients or categories of recipient: Data Processors appointed by you.
  • Sensitive data. The Personal Data transferred concern the following categories of sensitive data: N/A.
  • Frequency. Continuous.
  • Period for which data will be retained. As set out in your privacy policy.
  • Transfers to (sub) processors. N/A.

  C: Competent Supervisory Authority. The relevant competent supervisory authority shall be the Irish Data Protection Commission (DPC).

  For purposes of Annex II of the Appendix to the SCCs, the following will apply:

  Data importer shall undertake appropriate technical and organizational security measures to protect personal data against the unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. These measures should take into account available encryption technology and the costs of implementing the specific measures and must ensure a level of security appropriate to the harm that might result from a breach of security and the nature of the data to be protected.

• 1.4. Processing of Project Liberty Personal Data You must provide reasonable resources to your employees to enable processing of Project Liberty Personal Data in compliance with the Developer Terms.

  You shall only process Project Liberty Personal Data as is strictly necessary for the provision of your Services or third-party application.

  Each of Project Liberty and you shall be solely responsible for its respective processing of Project Liberty Personal Data, including allowing Data Subjects to exercise their legal rights under Applicable Laws. You, to the extent that such a request affects Project Liberty’s processing of Personal Data, shall comply with all such requests in accordance with Applicable Laws.

  You shall also be responsible for any acts and omissions of any third parties with which you share Project Liberty Personal Data.

  You shall notify Project Liberty Party immediately if you become aware of, or suspect: (i) any breach of this Appendix; or (ii) a Personal Data breach which is likely to affect or invoke the other party’s obligations under Applicable Laws. The notifying party shall document all Personal Data breaches in accordance with Applicable Laws and fully cooperate with the other party to ensure compliance with Applicable Laws. Each party shall use reasonable endeavors to mitigate any damage suffered by a Data Subject.

• 1.5. Account Linking If your access to Project Liberty Personal Data is provided in connection with linking or otherwise integrating the Data Subject’s Project Liberty-provided account with your Services or third-party application, the following shall apply:

  • The account linking and / or integration request to Data Subjects shall include all information required to ensure it is compliant with Applicable Laws, including sufficient notice: (i) of which Project Liberty Personal Data you will access and the purpose of such processing; and (ii) that you will be responsible for your processing of such data in accordance with your privacy policy.
  • You shall allow Data Subjects to disconnect their Project Liberty-provided account by providing an easily accessible and usable mechanism to disconnect their Project Liberty-provided account from your Services or third-party application at any time, including clear instructions on how to do so.
  • If a Data Subject disconnects accounts as described in (b) above, or if Project Liberty or a Data Subject requests such disconnection, you shall discontinue accessing the applicable Project Liberty Personal Data and delete the applicable Project Liberty Personal Data in your possession or control within five (5) days.
• 1.6. Information Security Practices You shall implement and maintain all appropriate technical, administrative and organizational measures required to ensure a level of confidentiality and security appropriate to the risks represented by the processing and the nature of Project Liberty Personal Data, and to prevent unauthorized or unlawful processing of Project Liberty Personal Data, including measures against unauthorized or unlawful processing of Project Liberty Personal Data and against accidental loss, corruption, disclosure or destruction of, or damage to, Project Liberty Personal Data.
• 1.7. Obligation to Provide Information If requested by Project Liberty, you will keep Project Liberty informed of the contact details of your data protection representative. You shall provide Project Liberty with any information that Project Liberty reasonably requires in order for Project Liberty to comply with its obligations under Applicable Laws including to inform Data Subjects about your data processing activities and any data transfer solutions utilized by you.
• 1.8. Non-Sale The exchange of Personal Data hereunder does not constitute a sale, as defined by Applicable Law (including the California Consumer Protection Act). As such, you are prohibited from processing (including retaining, using and disclosing) Personnel Data (i) for any purpose other than performing your obligations under the Developer Terms; or (ii) outside of the direct business relationship with Project Liberty (including for a commercial or internal business purposes). You shall ensure that you and any processor or partner you engage to help perform your obligations under the Developer Terms will not, directly or indirectly, make available Personal Data for any valuable consideration (monetary or otherwise). You hereby certify that you understand the undertakings and restrictions set out in this paragraph 8.
• 1.9. Security Incidents and Notices to Third Parties You agree to notify Project Liberty by sending an email to privacy@projectliberty.io without undue delay (and in any event within twenty-four (24) hours) where you become aware of or reasonably suspects that Project Liberty Personal Data has been or may have been lost, damaged or subject to unauthorized access (a “Security Incident”) and to take reasonable steps to mitigate the impact of any such Security Incident. To the extent Project Liberty seeks the assistance of you, you agree to reasonably cooperate with Project Liberty to enable Project Liberty to comply with its obligations under Applicable Laws.
• 1.10. Governing Law Notwithstanding any other provision in the Developer Terms, this Appendix shall be governed by, and interpreted in accordance with, the laws of New York.