Terms of Service

These Terms of Service (the "Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you") and www.joinly.fun (the "Website", "Joinly", "we", "us", or "our"), concerning your access to and use of the website, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the "Services").

Your access and use of our Services are subject to these Terms and all applicable laws. By accessing or using any part of the Services, you accept, without limitation or qualification, these Terms. If you do not agree with all these Terms, you may not use any portion of the Services. If an individual is accessing the Services on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such a business entity to the terms and conditions contained in this document. The term "you" shall refer to both the business entity and the individual accessing the Service on behalf of such a business entity.

THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS.

Accessibility: If you have any trouble accessing these Terms or the Services, please contact us at [email protected].

Service Overview

This Service allows users to provide digital assets ("Issuers") and users to collect digital assets by completing tasks assigned by Issuers ("Collectors"). Issuers and Collectors are collectively referred to as "Users."

As between Joinly and Users, all digital assets provided or acquired do not have any cash value. Joinly is not a crypto wallet provider, exchange, broker, financial institution, or creditor. We provide infrastructure for web3 services for recording shared experiences as digital, pointintime records on blockchains. By using the infrastructure we provide and maintain, you recognize and grant permission for Joinly to manage the provision and transfer of digital assets through our smart contract on your behalf.

You acknowledge that Joinly is not responsible for dealings between Issuers and Collectors and is not a party to any transactions between Issuers, Collectors, and any third parties, nor is Joinly responsible for the collection or payment of any taxes that may apply to such transactions.

Joinly does not provide any investment or financial advice whatsoever. As with any financial or investment decisions, you should conduct your own research and due diligence to properly evaluate the benefits and risks of any investment or financial transaction. You should also seek advice from qualified accountants, financial advisors, tax advisors, legal counsel, and investment advisors in connection with any investment or financial transaction.

Issuers

If you use the Service as an Issuer, you are solely responsible for all information, content, and other materials you use in connection with the Service ("Issuer Content"). Issuer represents and warrants that it shall not provide, transmit, link to, or otherwise use any Issuer Content or provide digital assets in connection with anything that: (i) is defamatory, libelous, slanderous, or obscene; (ii) violates, conflicts with, or infringes upon any third party intellectual property rights, including rights of publicity, privacy, copyright, trademark, trade secret, or moral rights; (iii) is threatening, harassing, or promotes racism, bigotry, or hatred of any kind against any group or individual; (iv) promotes or encourages violence or destruction of property; (v) is deceptive, inaccurate, false, or misleading; or (vi) violates, or promotes the violation of, any law, rule, or regulation. Issuer hereby grants Joinly a nonexclusive, worldwide, royalty-free right and license to display, transmit, and otherwise use Issuer Content in connection with the Service. Issuer Content may not be modified after it is minted.

Promotion Rules for Joinly
Features and banners are only available to subscribers of the Standard, Pro, and Enterprise level plans. To be featured, quests must meet a minimum value of 500 USD in stablecoins, or be subject to Joinly's approval. All rewards for quests need to be deposited in advance.

Package subscribers of Joinly can also receive the following benefits:
Partnership Announcements and Corporate Activities: Joinly will include mentions of partnership announcements and corporate activities that involve Joinly on its official X (formerly Twitter) main account, subject to content approval.
Retweets (RTs): Retweets from Joinly's Campaign and Community accounts for each quest, subject to content approval.
Shoutouts: Quests will receive shoutouts on Joinly's Discord and Telegram channels for each quest, subject to content approval.
Exposure on Joinly's Banner and Homepage: Quests will be featured for the agreed number of days, based on the subscriber's package, on Joinly's banner and homepage per month, subject to content approval.

Collectors

If you are a Collector, you may only use the Service for your personal and noncommercial use. Any other use of the Service requires our prior written consent. You must be at least 13 years old and the age of majority in your jurisdiction to use the Services.

Third Party Links

The Service is inherently designed to work with services and content provided and operated by third parties. The Service may contain links to, or interact with, other services not maintained by us, such as other services on the blockchain and crypto providers. By allowing Issuers to provide Issuer Content or digital assets, or if we provide links to other services, we are not endorsing any third-party service or content. We encourage you to be aware when you leave our Service and to read the terms and conditions and privacy statements of each website you visit. We are not responsible for the practices or content of such other websites.

Restrictions

You may not use spiders, robots, data mining techniques, or other automated devices or programs to catalog, download, or otherwise reproduce, store, or distribute content available on the Service. Further, you may not use such automated means to manipulate the Service, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with or disrupt the Service or any other user's use of the Service, including, without limitation, via means of overloading, "flooding," "mailbombing," or "crashing" the Service, circumventing security or user authentication measures, or attempting to exceed the limited authorization and access granted to you under these Terms. You may not frame portions of the Service within another service. You may not resell the use of or access to, the Service to any third party without our prior written consent.

Prohibited Use

You may not use the Services to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive, and Joinly reserves the right to update or amend such a list at its sole discretion at any time, with or without notice to you. By becoming a Service User, you agree that you will not use the Services to do or undertake any of the following, as determined by Joinly in its sole discretion:

Abusive Activity: Actions which: (i) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (ii) transmit or upload any material to the Services that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; (iii) attempt to gain unauthorized access to the Services, other digital wallets not belonging to you, computer systems, or networks connected to the Services, through password mining or any other means; (iv) use the account of any third party to access or use the Services, except in the case of applications that are specifically authorized by a third party to access such third party's digital wallet and information; or (v) transfer your access or rights to use the Services to a third party, unless by operation of law or with the express permission of Joinly.

Unlawful Activity: Activity that would violate, or assist in the violation of, any law, statute, ordinance, or regulation, including sanctions programs administered in any of the countries, such as the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which involves the proceeds of any unlawful activity.

Abuse Other Users: Interfere with another individual's access to or use of the Services; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity, and intellectual property) of others; or harvest or otherwise collect information from the Services about others, including without limitation email addresses and/or public or private digital wallet keys, without proper consent.

Fraud: Activity that operates to defraud Joinly, any Joinly user(s), or any other person, or provides any false, inaccurate, or misleading information to Joinly.

Copyright Violations: Activity that intentionally infringes upon another's copyright or other intellectual property rights, including unauthorized copying or performing of copyrighted works available on the Services.

Misleading Statements on Investments: Activity that promotes, markets, or in any other way communicates the message that any content on Joinly constitutes an investment.

Platform Abuse

Joinly reserves the right to ban violating users from the platform. The user agrees that if Joinly takes such banning measures for any of the aforementioned reasons, Joinly shall not be liable for any compensation.

Proprietary Rights

Joinly is the owner of, or otherwise licensed to use, all parts of the Service, including all copy, software, graphics, designs, and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Service belong to third parties who have authorized Joinly to display the materials, such as certain third-party licensors. By using the Services, you agree not to copy, distribute, modify, or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly outlined in these Terms, no license is granted to you, and no rights are conveyed by virtue of accessing or using the Services. All rights not granted under these Terms are reserved by Joinly.

No Ideas Accepted

We generally do not seek unsolicited ideas regarding the Services from outside Joinly, including, without limitation, suggestions about advertising or promotions, or merchandising of any products, additions to our services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. If, notwithstanding this policy, you submit an unsolicited idea to us, you understand and acknowledge that such an idea is not submitted in confidence, and we assume no obligation, express or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and/or to the extent necessary for Joinly to utilize your submission, you hereby grant Joinly an irrevocable, perpetual, worldwide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you.

Account

You are required to create an account to use the Services, and the Service will link to your wallet address, Twitter, or Discord account. You may only use the Service in connection with accounts that you own or are authorized to use.

By using our Services, you are responsible for all activities that occur under your Account, regardless of whether the activities are authorized by you or undertaken by you, your employees, or a third party (including your contractors, agents, or end users), and we and our affiliates are not responsible for unauthorized access to your Account.

Service Users

By becoming a Service User, you agree: (a) to provide accurate, current, and complete information about yourself; (b) to maintain and promptly update from time to time as necessary your information; (c) to immediately notify us if you discover or otherwise suspect any security breaches related to the Services; and (d) that you are fully responsible for all activity on the Services that occurs under your email and password combination. We may, at our sole discretion, refuse to allow you to become a Service User, limit the number of User Accounts or digital wallets that you may associate with the Services, or suspend or terminate any User Account, including access to our Services.

You also agree that you will not:

Use the Services under a different account if we've disabled access for you under an account unless you have our written permission first;

Buy, sell, rent, or lease access to your account or digital wallet related to your account to any third party, unless you have our written permission first; or

Use or access the Services through any unauthorized third-party application(s) or client(s), or disclose or share your User Account information, such as your wallet private key, with any other person.

No Warranties

While Joinly uses reasonable efforts to include up-to-date information on the services, except for the express warranties stated in these terms or on the services, none of Joinly, issuers, or their respective affiliates makes any warranties or representations as to the accuracy or completeness of information on the services. To the fullest extent permitted by law, your use of the services is at your own risk. The services, including all content made available on or accessed through the services, are provided "as is," and none of Joinly, issuers, or their respective affiliates makes any representations or warranties of any kind whatsoever for the content on the services. Further, to the fullest extent permissible by law, Joinly, each issuer, and each of their respective affiliates disclaim any express or implied warranties, including, without limitation, noninfringement, title, merchantability, or fitness for a particular purpose. None of Joinly, issuers, or their respective affiliates warrants that the functions contained in the services or any materials or content contained therein will be uninterrupted or error-free, that defects will be corrected, or that the services or the servers that make them available are free of viruses or other harmful components. To the fullest extent permitted by law, none of Joinly, issuers, or their respective affiliates shall be liable for the use of the services, including, without limitation, the content and any errors contained therein.

In no event will Joinly be liable under any theory of tort, contract, strict liability, or other legal or equitable theory for any lost profits, lost data, lost opportunities, costs of cover, exemplary, punitive, personal injury/wrongful death, special, incidental, indirect, or other consequential damages. Further, to the fullest extent permitted by law, in no event will Joinly be liable for any direct damages exceeding the greater of the fees you paid to Joinly for the services in the two months preceding the claim or $10 (USD).

In no event will issuers be liable to collectors under any theory of tort, contract, strict liability, or other legal or equitable theory for any lost profits, lost data, lost opportunities, costs of cover, exemplary, punitive, personal injury/wrongful death, special, incidental, indirect, or other consequential damages. Further, to the fullest extent permitted by law, in no event will issuers be liable to collectors for any direct damages exceeding the greater of the fees paid by a collector to an issuer or $10 (USD).

Changes

All information posted on the Services is subject to change at any time. In addition, these Terms may be changed at any time, provided that any material modifications will only be applied prospectively. We will make such changes by posting them on the Services. You should check the Services for such changes frequently. Your continued access to the Services after such changes demonstrates your acceptance of those changes.

Indemnification

You agree to indemnify, defend, and hold harmless Joinly, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners, and representatives from and against any and all claims, demands, liabilities, costs, or expenses, including attorney's fees and costs, arising from, or related to (i) your use of the Services; (ii) if you are an Issuer, your Issuer Content; (iii) any breach by you of any of these Terms; and (iv) any violation by you of applicable law.

Severability

If any part of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court or arbitration center of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

Waivers and Remedies

The failure of Joinly to exercise any rights partially or fully to your breach of these Terms shall not prevent a subsequent exercise of such right by Joinly or be deemed a waiver of Joinly. The rights and remedies of Joinly under these Terms and any other applicable agreement between you and Joinly shall be cumulative, and the exercise of any such right or remedy shall not limit Joinly's right to exercise any other right or remedy.

Governing Law, Dispute Resolution and Arbitration

Any dispute, claim, or controversy ("Claims") relating in any way to this Agreement, your access to the Site, use of the Services, or any aspect of your relationship with Joinly shall be resolved by binding arbitration as provided, rather than in court.

You and Joinly both agree to engage in good faith efforts to resolve disputes prior to either party initiating arbitration. You must initiate this dispute resolution process by sending us an email at [email protected]. If you and Joinly cannot reach an agreement on any Claims through prior negotiation, such disputes may be submitted to the Singapore International Arbitration Centre ("SIAC") and be settled in accordance with the laws of Singapore.

Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the laws to be invalid or unenforceable, then such specific part or parts shall be of no force and effect, and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of your relationship with Joinly.

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

You have the right to optout and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to the following address: via email at [email protected] with the subject line LEGAL OPTOUT. The notice must be sent within 30 days of your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, the Services we provide to you shall terminate immediately.