Last Last updated: September 9, 2024
These Terms are entered into by you and Up Labs Limited, a company organized under the laws of Hong Kong (“Up Labs”, “we” or “us”). These Terms shall govern your access to our website, the services we provide on it, and the information we provide on it (collectively, our “Site”).
[Up Labs currently provides certain services to the Scroll Foundation, a foundation incorporated in the Cayman Islands, for the development of Scroll, a zkEVM-based zkRollup on Ethereum that enables native compatibility for existing Ethereum applications and tools (“Scroll protocol”) Through its Site, Up Labs provides information about the Scroll protocol, through websites located at [insert all our websites].]
These Terms set forth the legally binding terms and conditions that govern your use of our Site. By accessing our Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the willingness, right, authority and capacity to enter into these Terms.
We reserve the right to change and modify these Terms from time to time. Any of these modifications will take effect from when any changes are implemented on this page, and anywhere else on our Site where applicable.
THE SITE IS PROVIDED BY US ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE AVAILABILITY, ACCESSIBILITY OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
YOU AGREE THAT THESE TERMS AND ANY INFORMATION PROVIDED BY OR OBTAINED FROM UP LABS OR THIS SITE ARE FOR INFORMATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO BE RELIED UPON FOR PROFESSIONAL ADVICE OF ANY SORT, AND IS NOT A SUBSTITUTE FOR INFORMATION FROM EXPERTS OR PROFESSIONALS IN THE APPLICABLE AREA. YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION OR DECISION BASED ON ANY INFORMATION CONTAINED IN THE SERVICE OR ANY SITES. IF, AND BEFORE YOU MAKE ANY FINANCIAL, LEGAL, OR OTHER DECISIONS INVOLVING THE INTERFACE OR ANY OTHER COMPONENTS OF THE SITE. YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE FROM AN INDIVIDUAL WHO IS LICENSED AND QUALIFIED IN THE AREA FOR WHICH SUCH ADVICE WOULD BE APPROPRIATE.
THESE TERMS ARE NOT INTENDED TO, AND DO NOT, CREATE OR IMPOSE ANY FIDUCIARY DUTIES ON US. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT WE OWE NO FIDUCIARY DUTIES OR LIABILITIES TO YOU OR ANY OTHER PARTY, AND THAT TO THE EXTENT ANY SUCH DUTIES OR LIABILITIES MAY EXIST AT LAW OR IN EQUITY, THOSE DUTIES AND LIABILITIES ARE HEREBY IRREVOCABLY DISCLAIMED, WAIVED, AND ELIMINATED. YOU FURTHER AGREE THAT THE ONLY DUTIES AND OBLIGATIONS THAT WE OWE YOU ARE THOSE SET OUT EXPRESSLY IN THESE TERMS.
We make no representation, warranty, guarantee or undertaking regarding Scroll protocol or any of Scroll Foundation’s products, services, or activities, or regarding the Site, whether express or implied, including but not limited to warranties of compliance, accuracy, reliability, validity, merchantability, fitness for a particular purpose, quality, availability, durability and non-infringement, or as to any of it being uninterrupted, error free, free of harmful components, or secure.
You shall only use our Site for informational purposes, to aid in your own research, due diligence and decision making processes. Accordingly, you are responsible for verifying the accuracy of any information you see on our Site, before proceeding in reliance of any such information.
You shall not use our Site for any malicious or illegal purposes. We reserve the right to ban you from accessing our Site in the event that you carry out malicious or illegal activities on our Site, on any of Scroll Foundation’s sites, or on the Scroll protocol.
To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold harmless Up Labs Limited, as well as any of our affiliates, officers, directors, contractors or employees (any one of them being an “Indemnified Person”), from and against all actual or alleged third party claims, damages, awards, judgements, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses, and costs of every kind and nature whatsoever, arising out of or in connection with (a) your use of our Site and conduct on it, (b) your breach of any of these Terms or applicable law, (c) your violation of the rights of a third party, (d) your negligence or wilful misconduct.
You further agree to promptly notify us of any third party claims, and cooperate with the Indemnified Persons in defending such claims. You further agree that the Indemnified Parties shall have the right to control the defense or settlement of any third party claims as they relate to us, if they so choose.
5.1 To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Up Labs, or any of our affiliates, officers, directors, contractors or employees, be liable to you for (a) any indirect, special, incidental, punitive or consequential damages of any kind, including damages for lost profits, business interruption, loss of data, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction; (b) any substitute goods, services or technology; (c) any amount, in the aggregate, in excess of USD 100; or (d) any matter beyond the reasonable control of the indemnified parties or any of them.
5.2 Furthermore, to the maximum extent permitted by law, in no event shall Up Labs, or any of our affiliates, officers, directors, contractors or employees be liable for any claim, damages or any other form of liability, whether in action or in tort, arising from or in connection with your use or inability to use the Site, or any website linked to this Site, or any content provided on the Site or those other websites.
5.3 You expressly accept and acknowledge that, to the maximum extent permitted by law, Up Labs disclaims all liability arising from any reliance you placed on the materials provided on the Site, including the content provided by third parties, where applicable. Any links to other websites are provided for your convenience. They do not signify any endorsement by Up Labs of such other websites. We have no control over or responsibility for the content provided on such other linked websites.
The Site may contain references and links, and may enable you to connect to third-party resources including (but not limited to) information, materials, products or services, which we do not own or control (collectively, “third-party products”). We do not approve, monitor, endorse, make any representations or warranties (expressly or implicitly) or assume any responsibility for them.
These Terms shall be governed by the laws of Singapore. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC“) under the SIAC Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Singapore law. The seat of arbitration shall be Singapore. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. Without prejudice to any other notification methods permitted by applicable law or SIAC Arbitration Rules, each party irrevocably consents to the service of process, notices or other paper in connection with or in any way arising from the arbitration or the enforcement of any arbitral award, by giving notices to such party’s email or address as set forth on the signature lines hereto.
If you have any questions about these Terms, please reach out to us.