Terms of Use

(Last modified December 14, 2020)

1. Introduction, Acceptance, Definitions, and Modifications

Welcome to Asic Jungle! We hope you will enjoy and appreciate using our "Services", which may be visiting the website at https://asicjungle.com or any subdomain thereof (the "Website"), or using the Website for the purchase or sale of bitcoin and crypto mining hardware and related equipment ("Products") facilitated by the Services.

By interacting with the Services in any way, by clicking or tapping the acceptance button upon signing up for an account, or by registering for an account, you hereby accept to be bound by these Terms of Use ("TOU") without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, you are not authorized to use the Services. The TOU are a legal and binding agreement between you and us.

If you are using the Services and accepting or agreeing to these TOU on behalf of a company, association or other legal entity (a "Legal Entity"), you represent and warrant that you have the authority to bind that Legal Entity to these TOU and, in such event, "you" and "your" will refer and apply to that Legal Entity.

By entering into these TOU, you acknowledge and agree that if you circumvent the Services to buy or sell any Product listed in the Services outside of the Services, you may be banned from using the Services, at our sole discretion.

The Website and Services are owned and operated under the name "Asic Jungle" by AJX Group Inc., a duly-incorporated company located in Montreal, Canada at the address listed below. Where the present TOU refer to "Asic Jungle" they may refer to AJX Group Inc. and / or its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively "Representatives"), depending on the context. Any reference to "we", "our", or "us" in these TOU shall also refer to AJX Group Inc. and / or its Representatives.

In these TOU, a Website visitor or Services user may be referred to as "you" or "your". When a Services user has created an account for the purpose of purchasing Products, they may be referred to as a "Buyer". When a Services user has created an account and had the account approved by Asic Jungle for the purpose of selling Products, they may be referred to as a "Seller". When a Buyer or Seller is logged in to the Services, they may be referred to in these TOU as a "Logged-In User".

Asic Jungle reserves the right, at any time and without prior notice, to modify or replace any of the TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your use of the Services following the posting of any changes to the TOU constitutes acceptance of those changes. If we make any substantial changes to the TOU that materially affect your legal relationship with Asic Jungle, we will use commercially reasonable efforts to notify you by posting a prominent notice when you use the Services for the first time following those changes, or if you have an account, by email to the email address associated with your account.

The TOU should be read in conjunction with the Privacy Policy, as both these documents govern your use of the Services.

2. Contacting Us

If you have any questions about the TOU, please contact:

Asic Jungle Legal Services
legal@asicjungle.com
or:

Asic Jungle Legal Services
375-4000 rue Saint-Ambroise
Montréal, QC
Canada
H4C 2C7

If you have any questions regarding the Services themselves, please contact support@asicjungle.com or you can call us toll-free at 1-866-404-1906 if you are in North America.

3. General Code of Conduct for Use of the Services

In addition to the more specific rules found elsewhere in these TOU, you agree that by interacting with the Services in any way, you will:

  1. Not use the Services in any manner that in any way violates these TOU or any other applicable policy posted on the Website or in the Services by Asic Jungle;
  2. Not use the Services in any manner that violates any intellectual property rights of Asic Jungle or any third party;
  3. Not use the Services in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
  4. Not use the Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to Asic Jungle or a third party, or to damage or obtain unauthorized access to any system, data, password or other information (whether personal data or not) of Asic Jungle, other Services users, or any other third party;
  5. Not: (1) take any action that imposes or may impose (as determined by Asic Jungle in its sole discretion) an unreasonable or disproportionately large load on Asic Jungle's (or its third party providers') infrastructures; (2) interfere or attempt to interfere with the proper functioning of the Services or any activities conducted on or via the Services; (3) bypass any measures Asic Jungle may use to prevent or restrict access to the Services or any element thereof; (4) use manual or automated software, devices, or other processes to "crawl" or "spider" any page or portion of the Services; or (5) harvest or scrape any content from the Services in an unreasonable manner;
  6. Not take any action or use any process that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising or other promotions in connection with the Services;
  7. Not use the Services to in any way collect information (whether personal information or not) of any third party or in violation of our Privacy Policy, except as permitted by the nature and function of the Services;
  8. Not use the Services to advertise or promote products or services that are not expressly approved in advance in writing by Asic Jungle, or as permitted by these TOU and your account;
  9. Not interfere with any third party's use or enjoyment of the Services;
  10. Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, illegal, fraudulent or harmful to any third party;
  11. Not attempt to do any of the foregoing prohibitions;
  12. Use the Services in good faith, and in compliance with all applicable local, provincial or state, national, and international laws.

4. Accounts on the Services

a. Accounts and Passwords – General Information

In order to be able to buy or sell Products through the Services, you will be required to create an account. Accounts are available to anyone who provides the requisite information, subject to the restrictions and onditions as outlined elsewhere in these TOU. Accounts may be approved or rejected by Asic Jungle, which hall be at our sole discretion for any reason including but not limited to your location, as the Services may not be accessed in certain jurisdictions. Notwithstanding the generality of the foregoing, the Services are not available in the State of California.

As part of the account registration, you may be asked to choose a password. It is your responsibility to create a password of sufficient strength that cannot easily be discovered by third parties. You are responsible for maintaining the confidentiality of your password, and are responsible for all activities that occur under your account whether by you or any third party. You agree to immediately notify us of any unauthorized use of your account or any other breach of security regarding your account. The Services allow you to use 2-factor authentication (2FA) to login to your account, and we strongly encourage its use for an additional layer of security.

If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session, or not leave a logged-in account unattended for any period of time. Asic Jungle and its Representatives will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, or a third party using the Services with your Account Information and accessing your account through any means, and disclaims any responsibility in this regard.

Asic Jungle reserves the right to suspend or terminate your account, at its sole discretion, at any time and for any reason, including but not limited to whether you have violated the letter or spirit of the TOU, as more fully described hereinbelow.

b. Age Requirements

In order to create an account on the Services, you affirm that you are at least eighteen (18) years of age or over, or the age of majority in the jurisdiction you reside and from which you access the Services where the age of majority is greater than eighteen (18) years of age.

c. Account Information - Buyers

The information required to create an account for the purchase of Products (a "Buyer Account") is the following: first name, last name and email address. This information you submit as part of the sign-up process may be referred to in the present TOU or the Privacy Policy as "Buyer Account Information".

By submitting Buyer Account Information, you represent and warrant that the Buyer Account Information is true and accurate to the best of your knowledge. Submitting false or misleading Buyer Account Information may result in you being banned from using the Services, at our sole discretion.

All accounts created initially through the Services are Buyer Accounts by default. If you wish to sell Products through the Services, you will be required to create a Seller Account as described in the next subsection of these TOU.

d. Account Information - Sellers

In order to become a Seller through the Services, you are required to submit to our KYC ("Know Your Customer"/ "Know Your Client") process and submit additional information and documentation. The information and documentation you are required to submit to have an account for the sale of Products (a "Seller Account") in addition to the Buyer Account Information is the following: a copy of a government-issued identification ("ID") specifically a driver's license or passport, a photo of yourself including the ID, a proof of address such as a utility bill, and if you are representing a Legal Entity a copy of your articles of incorporation or other constituting document. This information you submit may be referred to in these TOU or the Privacy Policy as "Seller Account Information".

By submitting Seller Account Information, you represent and warrant that the Seller Account Information is true and accurate to the best of your knowledge. Submitting false or misleading Seller Account Information may result in you being banned from using the Services, at our sole discretion.

Asic Jungle retains absolute discretion as to whether to grant you a Seller Account for any reason, including but not limited to your location, as the Services may not be accessed in certain jurisdictions. Without limiting the generality of the Disclaimer of Warranties further in these TOU, Asic Jungle and / or its Representatives shall not be responsible for any loss or damage, pecuniary or otherwise, resulting from our refusal to grant you a Seller Account, and Asic Jungle disclaims any responsibility in that regard.

5. The Sales and Purchase Process through the Services

Please note that any Buyer or Seller who circumvents the Services to buy or sell any Product in a Product Listing outside of the Services may be banned from using the Services, at our sole discretion.

a. Generally

The purchase and sale of Products through the Services proceeds as described in this section. Once a particular Product is listed on the Services by a Seller (a "Product Listing", which may be referred to on the Services as a "post"), any sale of the Product must be made through the Services.

Notwithstanding the foregoing, certain transactions between Buyers and Sellers may occur outside of the Services, but only with the assistance of Asic Jungle. These are known as OTC ("Over the Counter") transactions and you can find out more about them and how to proceed by referring to the OTC section on the Website.

b. Creating a Product Listing

As a Seller, you are able to create an unlimited number of Product Listings. Notwithstanding the foregoing, Asic Jungle reserves the right to limit the number of your Product Listings at its sole discretion.

When you are a Logged-in User as a Seller, you may click the "create post (+)" button to create a new Product Listing. You will be required to enter the details of your Product, and you can submit up to five photographs of the Product. You must include a photograph which includes the Product and a legible version of the product authentication code that is automatically generated when creating your Product Listing. You will also be required to set the price per unit of your Product, which shall be in U.S. Dollars. You are solely responsible for setting the price of your Product. You must also describe the condition of your Product, and enter the full address of the location of the Products (the "Seller Shipping Information"). As a Seller, you are entirely responsible for all the content of your Product Listings.

All Product Listings are reviewed by Asic Jungle prior to becoming live on the Services. The approval process normally takes no more than 24 hours, however longer delays may occur for any number of reasons. Asic Jungle reserves the right to refuse to accept any Product Listing for any reason, at its sole discretion.

A Product Listing will automatically expire after 30 days or if the minimum order quantity of the Product Listing is larger than the units listed. If you edit any part of the Product Listing that needs it to be reviewed by Asic Jungle then the post is automatically renewed for an additional 30 days. As a Seller, you are offered the ability to renew a Product Listing before it expires.

Without limiting the generality of the Disclaimer of Warranties further in these TOU, Asic Jungle and / or its Representatives shall not be responsible for any loss or damage, pecuniary or otherwise, resulting from Asic Jungle's refusal to post a Product Listing on the Services, any delay in posting a Product Listing, any expiry of your Product Listing, or any errors or omissions you make in your Product Listings, and Asic Jungle disclaims any responsibility in that regard.

c. Communications Between Buyers and Sellers

As a Buyer, you may use the messaging system of the Services to communicate with the Seller by clicking the "Message Seller" button in a Product Listing. The communications between Buyers and Sellers may be monitored by Asic Jungle to ensure compliance with these Terms of Use, including but not limited to whether you are circumventing the prohibition on buying or selling listed Products outside of the Services. We encourage you not to exchange any personal information through the messaging system. Furthermore, providing information through the messaging system allowing for communications outside of the Services or requesting such information is strictly prohibited.

Without limiting the generality of the Disclaimer of Warranties further in these TOU, Asic Jungle and / or its Representatives shall not be responsible for any loss or damage, pecuniary or otherwise, resulting from any communications between Buyers and Sellers, whether through the Services or otherwise, and Asic Jungle disclaims any responsibility in that regard.

d. The Purchase Process

Once a Buyer has identified the Product to purchase on a Product Listing, the following process will occur:

  1. The Buyer clicks the Buy Now button;
  2. The Buyer will be asked to select a quantity, and the Services will calculate the "Subtotal";
  3. The Buyer enters their full address for a shipping destination, which may be referred to in these TOU or the Privacy Policy as "Buyer Shipping Information";
  4. The Buyer may be presented with two options – payment of the full price for the Products which shall include shipping and any applicable taxes (the "Total Price"), or payment of a non-refundable 5% (or lower, as described elsewhere in this section) deposit (the "Deposit"), as described in more detail further in this subsection. Deposits may not be available on all Product Listings;
  5. Once payment of the Total Price is made in full, the Seller ships the Products to the Buyer, and Asic Jungle holds the Total Price during the period of shipping. Once the Buyer receives the Products, the Total Price is held by Asic Jungle for an additional period of 7 days (the "Review Period"), or the Total Price is released to the Seller immediately upon receipt by the Buyer if the Seller has specified the Products are sold "as is", as described in more detail further in this subsection;
  6. Following the Review Period, the Products may be accepted or refused, as described in more detail further in this subsection.

e. Deposits

If you have paid a Deposit for the Products, you will receive an invoice (the "Buyer Invoice") from the Services and have 48 hours to complete the payment of the Total Price less the Deposit (the "Balance Due"), or provide to Asic Jungle documentary proof that the payment has been made or initiated. During the 48 hours, the Seller will not be able to sell the Products to another Buyer. If you do not complete the payment of the Balance or contact Asic Jungle within the 48 hours, you shall forfeit your Deposit and lose the opportunity to purchase the selected Product.

The Deposit is non-refundable. Notwithstanding the foregoing, the Deposit shall be refunded to you (via the same payment method used to make the Deposit) in the event the Seller makes an error and does not have sufficient units of the Product to fulfill your purchase.

f. Billing Information and Payment Processing by Credit Card

If you are a Buyer and wish to pay a Deposit or the Total Price by credit card, you will be required to enter the credit card number, credit card expiry date, card security code (CVV), and billing address if required by the nature of your credit card. This may be referred to in these TOU or the Privacy Policy as "Credit Card Billing Information". Your Credit Card Billing Information must match the information associated with your credit card for your payments to be processed. The maximum amount payable by credit card through the Services is $5000. In the event the 5% Deposit would be greater than $5000, the Deposit shall only be $5000. In the event the Total Price is greater than $5000, you shall be required to complete the payment via other methods.

All payments via credit card are made using a secure https:// connection, and payment processing is handled through the "Third-Party Payment Processor" Stripe though this is subject to change without notice. The Third-Party Payment Processor currently accepts certain credit cards as payment options but these are subject to change without notice. Once transactions are accepted by the Third-Party Payment Processor, they are processed in accordance with their program rules and procedures and Terms of Use. Asic Jungle and the Third-Party Payment Processor are unaffiliated companies and Asic Jungle has no influence on the operations of the Third-Party Payment Processor. Asic Jungle and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of a Third-Party Payment Processor.

All Credit Card Billing Information is collected by the Third-Party Payment Processor, on their own secured servers. Asic Jungle does not have access to any credit card information, nor can it be responsible for any breach of information caused by faulty programming or malicious users on the servers of the Third-Party Payment Processor. Non-financial information will, however, be available to Asic Jungle for invoice-making and record-keeping purposes.

g. Payments by Bitcoin ("BTC") or Wire Transfer

If you are a Buyer and wish to pay a Deposit, Balance Due or the Total Price with BTC, you shall be required to scan the QR Code presented to you to effectuate the transaction, or make the payment to the public key provided. Payments with BTC are handled via Third-Party Payment Processor BTCPay Server. By using BTCPay Server, you acknowledge and agree to pay the BTC equivalent of the U.S. Dollar amount of your payment as displayed when you use the BTC payment option. Asic Jungle and BTCPay Server are unaffiliated companies and Asic Jungle has no influence on the operations of BTCPay Server. Asic Jungle and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of BTCPay Server.

Asic Jungle never holds BTC that was used for payment of a Deposit, Balance Due or Total Price. All BTC received by Asic Jungle are immediately liquidated to equivalent U.S. Dollar amounts.

After making a Deposit, you may choose to make the payment of the Balance Due via bank wire transfer. You will receive wire transfer information after selecting this option, and it will also be available to you on the Buyer Invoice.

Any information related to your public BTC wallet or your wire transfer information that you submit to Asic Jungle through the Services as part of the purchase process may be referred to in these TOU or the Privacy Policy as "Other Payment Information".

h. Shipping and Delivery of Products

Once the Total Price or Balance Due (as applicable) is received by Asic Jungle via any payment means, notification will be made to the Seller to initiate delivery of the Products. The Seller shall use the Services to mark the Products as shipped. Upon receipt of the Products, the Buyer shall use the Services to mark the Products as delivered.

Delivery shall be made by various third-party delivery services (the "Third-Party Delivery Services"). Asic Jungle shall in no way be held responsible for any damages resulting from any error or failure on the part of any Third-Party Delivery Service. Risk of loss, damage or destruction shall pass to the Buyer upon delivery.

i. Review Period and Contesting

Once the Products are received by the Buyer and they have marked them as delivered, the Buyer has seven (7) calendar days (the "Review Period") to examine the Products to ensure they meet the description in the Product Listing. If the Buyer is satisfied with the Products, they shall use the Services to mark them as accepted, or if the Buyer does not manually accept the Products through the Services, the Products shall be deemed accepted following the completion of the Review Period ("Acceptance").

The Buyer may contest an order during the Review Period by going into their orders tab while a Logged-in User and clicking on the contest button next to the order. You will then be asked to write a description of your issue with regards to contesting the order. An Asic Jungle representative will contact you through and walk you through the rest of the process. In the event of a contestation of an order, Asic Jungle shall act to mediate the issue between the Buyer and Seller.

j. Commissions and Seller Payouts

Unless otherwise agreed to between Asic Jungle and any particular Seller, Asic Jungle charges a 7.5% commission on all sales of Products (the "Commission"). Within 7 business days of any Acceptance or receipt by the Buyer of any Products sold "as is, Asic Jungle will transfer the Total Price less the Commission (the "Seller Payout") to the Seller via the method chosen by the Seller (either BTC transfer or wire transfer). The Seller can use the Services to select a Seller Payout method for an individual Product Listing which shall override the default Seller Payout method chosen in the Seller Account's settings. At the time of the Seller Payout the Seller shall receive an invoice (the "Seller Invoice") indicating the Total Price, the Commission, and the amount of the Seller Payout.

k. Refunds

If your Product never gets delivered or isn't as described in the Product Listing you can request a refund. To begin the process, go to the order page as a Logged-in User and click the "Contest Order" button and follow the instructions.

During the Review Period and any additional warranty period (if offered by the Seller), if you as a Buyer discover that Products do not conform to the description in a Product Listing or do not function as advertised, you may be entitled to a partial refund of the Total Price including full refunds for any non-working Product(s) or Product(s) not working as advertised. To begin the process, go to the order page as a Logged-in User and click the "Contest Order" button and follow the instructions. Asic Jungle retains absolute discretion as to whether to offer you a refund or the amount of the refund.

In the event that Asic Jungle determines that any Product does not conform to the description in a Product Listing or does not function as advertised and the Buyer returns any such Product(s) to the Seller, the Seller shall be required to pay any shipping costs associated with such return.

l. Currency Conversion

As a Buyer or a Seller, you acknowledge and agree that in the course of making or receiving payments, or issuing refunds, various currency exchanges may occur, whether between fiat currencies, or between BTC and a fiat currency. Without limiting the generality of the Disclaimer of Warranties further in these TOU, Asic Jungle and / or its Representatives shall not be responsible for any loss or damage, pecuniary or otherwise, resulting from any changes in exchange rates or losses suffered as a result of any currency conversion, and Asic Jungle disclaims any responsibility in that regard.

6. Additional Seller Acknowledgements

As a Seller, in addition to the other obligations found elsewhere in these TOU you acknowledge and agree that you shall:

Failure to adhere to any of these requirements may result in the cancellation of your Seller Account, at Asic Jungle's sole discretion.

7. Disclaimer Regarding Products and Purchases

While Asic Jungle reviews Product Listings prior to them being posted, Asic Jungle does not examine the Products themselves and makes no representations or warranties whatsoever regarding any Product listed on Asic Jungle. If you are a Buyer purchasing Products, the Products are not controlled by Asic Jungle but by the Seller. If you as a Buyer have any issues with, or questions about, Products sold through the Services, or any Products you have purchased through the Services, you should contact the Seller through the Services or otherwise, except as otherwise provided for in these TOU.

Without limiting the generality of the Disclaimer of Warranties further in these TOU, Asic Jungle and / or its Representatives shall not be responsible for any loss or damage, pecuniary or otherwise, to either the Buyer or Seller resulting from the purchase of Products from a Seller, the failure to complete a purchase from a Seller or the use of any Products purchased through the Services, and Asic Jungle disclaims any responsibility thereto.

8. Proprietary Rights and User Content

a. Intellectual Property Rights

You acknowledge that: (a) the Services contain proprietary and confidential information that are protected by applicable intellectual property and other laws, and (b) Asic Jungle and/or third parties (via license) own all right, title and interest in and to the Services and content that may be presented or accessed through the Services (except for User Content as defined below), including without limitation all Intellectual Property Rights therein and thereto. All rights not specifically granted under these TOU are reserved to Asic Jungle and its licensors. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, whether registered or not.

You agree that you will not, and will not allow any third party, to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Services, or content that may be presented or accessed through the Services for any purpose, unless otherwise permitted by these TOU or the functionalities of the Services; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Services; or (iii) remove, obscure, or alter Asic Jungle's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Services.

The content, arrangement and layout of the Services, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to Asic Jungle, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of Asic Jungle, or as permitted by the functionality of the Services or these TOU. Any unauthorized use of the content, arrangement or layout of the Services, Computer Code, images, logos, videos, audio or trademarks found in the Services or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Asic Jungle may take action accordingly.

The above paragraph further applies to third party property used as part of the Services, including but not limited to third party Computer Code. For the purposes of the present section, "Computer Code" includes but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.

b. Submitted Information

If you choose to communicate to Asic Jungle (via any means) suggestions for improvements to the Services or any idea or proposal related to Asic Jungle or its businesses or properties (collectively, "Feedback"), Asic Jungle shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to Asic Jungle and waive in favor of Asic Jungle, its successors and assigns all your moral rights in the Feedback; and agree to provide Asic Jungle such assistance as Asic Jungle may require to document, perfect, and maintain Asic Jungle's rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Asic Jungle, you are not entitled to any compensation or reimbursement of any kind from Asic Jungle under any circumstances.

c. User Content

As a Logged-in User, you may use the Services to create and submit text, including but not limited to reviews of Buyers or Sellers, which may be visible to other Services users. You may also as a Seller when creating Product Listings upload certain file types including but not necessarily limited to text, photographs, graphics, video, audio or any other type of media or content, and other interactive features generated, provided, or otherwise made accessible on or through the Services. All of the foregoing shall be deemed "User Content". By creating, submitting and / or uploading User Content, you agree to be bound by the Asic Jungle policy for User Content as described in this section (the "User Content Policy").

When you submit User Content, you acknowledge and agree to the following:

  1. User Content submitted or displayed by you does not violate any intellectual property right or other proprietary right of a third party. Without limiting the generality of the foregoing, you acknowledge that any User Content submitted or displayed is your own original works, or works for which you have been granted a valid license to reproduce or display. You affirm, represent and warrant that: (1) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Asic Jungle to use all intellectual property rights and other proprietary rights in and to the User Content (or the individual constituent elements thereof) as set out herein; and (2) have all necessary consents to collect, use and disclose any personally identifiable information and images (of yourself or third parties) contained or displayed in the User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and these TOU;
  2. You retain all of your ownership rights in the User Content you submit or display. However, by submitting User Content to Asic Jungle, you hereby grant Asic Jungle a worldwide, non-exclusive, royalty-free, sub licensable and transferable license to use, edit, translate, reproduce, distribute, display, and / or perform and otherwise fully exploit the User Content in connection with the Services and / or Asic Jungle's (and its successors' and affiliates') business or activities, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels without any compensation to you. You understand and agree that Asic Jungle may retain, but not display or distribute, server copies of User Content that have been removed or deleted;
  3. You also hereby waive any moral rights you may have in your User Content and grant other users of the Services a non-exclusive license to access your User Content, and to use, reproduce, distribute, display and / or perform such User Content as permitted through the functionality of the Services and under these TOU;
  4. The licenses granted by you in the previous two paragraphs in regards the User Content are perpetual and irrevocable, and apply throughout the world and in any and all media as applicable;
  5. You will not upload or display any User Content that is unlawful, such as User Content that is threatening, abusive, harassing, defamatory, libelous, fraudulent, invasive of another's privacy, or otherwise tortious. Furthermore, you will not upload or display any User Content that is racist, sexist, homophobic, or otherwise abusive or offensive to any minority or group; contains any adult content or political militancy; or upload or display any User Content that contains any viruses, mass mailing, chain mailing or any other form of spam;
  6. You will not include in User Content links to any third-party website that is a spam or phishing website, or to any website that may violate any applicable law.

Where you are accessing or downloading User Content, you acknowledge that any use of User Content accessed or downloaded by you while using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any third party arising therefrom, and Asic Jungle disclaims any responsibility in this regard.

If you as a Website visitor or Services User believe that a user has posted User Content that violates the User Content Policy, please contact us at support@asicjungle.com so that we may conduct an inquiry. Asic Jungle retains absolute discretion whether to remove or modify any User Content or take any other action pursuant to your report.

Depending on the nature of the User Content, User Content may or may not be edited, curated or otherwise modified or checked by Asic Jungle prior to posting or display. Asic Jungle reserves the right, in its sole discretion, to refuse to display any User Content, or to remove or modify immediately and without notice any User Content that violates the User Content Policy.

Asic Jungle and its Representatives will not be held liable for any damages, pecuniary or otherwise, to you or any third party arising from your submission or use of, or reliance on, any User Content, whether it violates the User Content Policy or not, our removal or modification thereof, and disclaims any responsibility in this regard.

9. External Links

From time to time Asic Jungle may provide links to other websites or services. Links from the Services may take you to websites or services not covered by these TOU. When you access third party resources on the Internet in this manner, you do so at your own risk. Asic Jungle provides those links as a convenience to you and Asic Jungle takes no responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the Terms of Use and / or Privacy Policy of any website or service you visit. Asic Jungle does not make any claim or warranty whatsoever about the content of those websites or services to which we link, or any products or services available through those websites or the third parties operating those websites.

In no way will Asic Jungle be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) arising from your use of websites or other services that may be linked to from the Services or the information thereon; (2) arising from any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) arising from the actions of the operators of any such website or service.

10. Interruption of Services

From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Services. While we will endeavour to make this unavailability as brief as possible, Asic Jungle shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Services, and disclaims any responsibility thereto.

11. Termination of the Services or Your Access to the Services and the TOU

You agree that Asic Jungle, in their sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, revoke your account credentials, or otherwise terminate your access to or use of the Services (or any portion thereof), immediately and without notice, if Asic Jungle believes that you have acted inconsistently with the letter or spirit of the TOU or the Privacy Policy.

You may also end your access to the Services by contacting us at support@asicjungle.com or using the Support form available in the account management section when you are a Logged-in User.

Asic Jungle may also, in their sole discretion and at any time, discontinue providing the Services, or any part thereof, with or without notice. You agree that Asic Jungle shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Services, or from Asic Jungle's termination of the Services or any part thereof.

Termination of the Services or your access to the Services shall terminate the present TOU as between you and Asic Jungle. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.

12. Disclaimer of Warranties

You expressly understand and agree that your use of the Services, the information thereon (whether provided by Asic Jungle or third parties) or any activity arising from your use of the Services or the information thereon or the materials downloaded therefrom (including but not limited to your use of a purchased Product) is at your sole risk. The Services, any materials downloaded therefrom, or any third party materials, are provided on an "as is" and "as available" basis, and you will be solely responsible for any damage to your computer system or loss of data that results from the download, stream or access of any material obtained through the use of the Services or any other functionalities of the Services, or losses or damages (financial or otherwise) resulting from your use of the Services, the information thereon, any materials downloaded therefrom, or any activity arising from the use of the Services (including but not limited to your use of a purchased Product), the information thereon or any materials downloaded therefrom.

The information or resources provided through the Services, written or produced by Asic Jungle staff, freelance writers or other subcontractors hired by Asic Jungle are expected to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Services are as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur. Asic Jungle shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Services or the information thereon, or your reliance on such information whether the information is correct or not.

Asic Jungle expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Services, the information thereon or any materials downloaded therefrom, and any third-party materials will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. Asic Jungle, its affiliates and their respective Representatives, do not warrant that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content (whether provided by Asic Jungle, Sellers or third parties) available on or through the Services are free of viruses or other harmful components; (iv) functionalities of the Services will work equally in desktop and handheld or tablet device environments; or (v) the results of using the Services or any activity arising therefrom (including but not limited to your use of a purchased Product), or any content downloaded therefrom will meet your requirements.

Some of the content displayed on the Services may include elements that belong to or are provided by third parties, including but not limited to Sellers. You acknowledge that Asic Jungle assumes no responsibility for such content.

To the extent that the law does not permit a disclaimer of warranties, all content accessible on the Services, or any other website to which we link, and all operations on this Services are warranted only to the minimum amount legally required.

13. Limitation of Liability

In no case will Asic Jungle or its Representatives or licensees be liable for any indirect, special, consequential, exemplary, punitive damages or other damages, or for any losses, damages, liabilities, costs and expenses arising out of or relating to (i) your access, use, misuse or inability to access or use the Services, or (ii) the interruption, suspension or termination of any part of or all the Services; and in both cases (i) and (ii) regardless of the cause of action (whether in contract, warranty, delict, quasi-delict, tort, negligence, strict liability or any other theory of liability) and even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary in the TOU, in no event will our aggregate liability for any claims in connection with your use of the Services and exceed the amount of $100.

You expressly understand and agree that Asic Jungle or its Representatives or licensees shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, in contract, tort, strict liability, negligence, general civil liability or any other cause of action under legal or equitable theory, relating to the Services, the information on the Services, your use of the Services, activities arising from your use of the Services (including but not limited to your use of a purchased Product), any third party materials on the Services, or any materials downloaded from the Services. This limitation of liability applies, without limitation, to any damages or injury caused by any error, omission or other failure of performance by Asic Jungle or its Representatives, or any Seller; any interruption, defect or delay in operation or transmission, including communication line failure; any computer virus; and any theft, destruction or alteration of, or unauthorized access to or use of, any electronic records.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above exclusions and limitations may or may not apply to you.

14. Indemnity

Notwithstanding any other term of the TOU or any act or failure to act by Asic Jungle or its Representatives, you agree to indemnify, defend and hold harmless Asic Jungle and its Representatives where applicable, from and against any damages, liabilities, costs and expenses (including attorneys' fees), claims or demands, arising out of (i) your use of or connection to the Services, the information thereon, the information downloaded therefrom; (ii) your participation in any activities arising from the Services or the information thereon (including but not limited to your use of a purchased Product); (iii) your violation of, or failure to perform your obligations under the TOU or the Privacy Policy; or (iv) your violation of any rights of a third party.

15. Governing Law and Applicable Jurisdiction

These TOU and your use of the Services shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws applicable therein in force at the time without regard to conflict of law provisions. To the extent permitted by law, you agree that any legal action or proceeding between you and Asic Jungle shall be adjudicated through final and binding arbitration in the city of Montreal, Quebec Canada, in conformity with the rules regarding arbitration as fond in the Code of Civil Procedure of Quebec. In the event the competent authorities determine that arbitration is not available, you agree that any legal action or proceeding between you and Asic Jungle shall be brought exclusively in the courts located in the Judicial District of Montreal, Canada.

Notwithstanding the foregoing, Asic Jungle shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Montreal court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Montreal court.

16. Miscellaneous Provisions

  1. The TOU, in conjunction with the Privacy Policy, constitutes the entire agreement between you and Asic Jungle with respect to your use of the Services, superseding any prior agreements between you and Asic Jungle.
  2. Asic Jungle shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond Asic Jungle's reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
  3. If any provision of the TOU or Privacy Policy is found by a court of competent jurisdiction to be invalid, you and Asic Jungle nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy, as the case may be, shall remain in full force and effect.
  4. The failure of Asic Jungle to exercise or enforce any right or provision of these TOU does not constitute a waiver of such right or provision, which will still be available to Asic Jungle.
  5. The section titles in the TOU and Privacy Policy are for convenience only and have no legal or contractual effect.
  6. The parties acknowledge having expressly required that these TOU and the Privacy Policy are to be drawn up in the English language. Les parties aux présentes reconnaissent avoir expressément exigé que les présentes Conditions d'utilisation et la Politique de confidentialité soient rédigées en anglais.
© AJX Group Inc. 2020