MASTER SUBSCRIPTION AGREEMENT
Effective Date: April 2024
This Master Subscription Agreement (this “Agreement” also referred to as the “MSA” and/or the “Customer Agreement) is a legal contract made and entered into by and between the Customer, and DM Intelligence LLC, a limited liability company with principal place of business in the United Arab Emirates, doing business as Decentralized Masters (altogether, including its Affiliates, the “Company”). The Customer and the Company are each a “Party” and are the “Parties” to this Agreement. This Agreement is effective upon the date of execution of the first Order between Customer and Company (the “Effective Date”).
This Agreement governs the Customer’s access to and use of the Company’s Services. In addition to the terms and conditions set forth in this Agreement, Customer’s use of the Services is also governed by the Terms of Service and the Privacy Policy. If there is any conflict between the Terms of Service and this Agreement, then the terms of this Agreement shall govern with respect to the Services.
Article 1 – Definitions
1.1 “Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.
1.2 “Applicable Laws” means all laws, regulations, statutes, rulings, directives, orders and ordinances from any legislative body, government body, government agency, court, or regulatory body or regulatory authority having jurisdiction and relevant to or concerning the Services and the activities contemplated by this Agreement.
1.3 “Authorized User” means the individual person that is the Customer authorized to access and use the Services as a result of an Order for Services.
1.4 “Company Content” means and refers to all multimedia, textual, graphical, auditory elements, videos, text, graphics, images, audio files, and informational materials. These materials are created, operated and maintained by the Company, and are accessible to users through the Services. The Company retains all ownership rights, including but not limited to copyright and intellectual property rights, to the Company Content.
1.5 “Company Indemnified Parties” means Company’s parent, affiliates and subsidiaries, and each of their officers, directors, employees, representatives and agents.
1.6 “Company Marks” means all trademarks, logos, service marks, trade names, domain names, and other identifiers of the Company, and associated with the Company, including but not limited to ‘Decentralized Masters’, and as further detailed in Article 4 [Intellectual Property] of this Agreement.
1.7 “Confidential Informtion” is defined in Article 5 of this Agreement.
1.8 “Customer” means the individual Party to this Agreement that is purchasing Services in an Order, also referred to herein as “it”, “You” or “Your”.
1.9 “Customer Agreement” means this Master Subscription Agreement together with any Order.
1.10 “Customer Data” means any information provided by the Customer or generated through the Customer’s use of the Services. This includes, but is not limited to, personal information, account details, preferences, usage data, and any other content or data uploaded, submitted, or transmitted by the Customer while using the Services. Customer Data may also encompass any engagement, modifications, additions, or annotations made by the Customer to materials within the Services. The Company has certain rights to use, process, and analyze Customer Data to provide the Services, and in accordance with the Terms of Service and Privacy Policy.
1.11 "Effective Date" means the date of execution of the first Order between Customer and Company.
1.12 "Fees" means the amounts payable by Customer to Company for the Services.
1.13 "Order" means the ordering document you receive via our website online buyflow, that specifies the scope and provision of the Services, including Fees, duration of access to the Services, and other relevant information related to the purchase of Services. The Order is for the purchase of Services and is a binding contract. The access, use, provision and delivery of Services specified in an Order is governed by this Master Subscription Agreement, which is entered into and effective upon the the date of an Order. By placing an Order, Customer agrees to be bound by the terms and conditions of this Master Subscription Agreement between Customer and Company, and the Terms published on the Company website.
1.14 "Privacy Policy" means the then-current Company Privacy Policy posted on the Company’s website.
1.15 "Services" means and refers to the offerings described the ‘Services Description’ section in the Terms of Service, published on Company’s website. Such definition is incorporated herein by this reference. The Services are the property of Company. Customer’s right to use the Service is limited to the rights expressly granted in this Agreement and the applicable Order(s). Specifically, the application of this Agreement is limited to the Accelerator services and offerings.
1.16 "Service Term" is the duration of time for the Service, indicated in the applicable Order. For any Services on an Order that are indicated as having lifetime access, such lifetime access is for the duration of time that the Company is a going concern.
1.17 Company “Websites” and “Sites” mean and include: www.decen-masters.com, www.decentralizedmasters.com www.accelerator.decentralizedmasters.com, www.decentralizedmasters.circle.so, and any other websites or online platforms that the Company may operate from time to time.
Article 2 – Services
2.1 Access to and Use of the Services. By entering into this Agreement and any Order, Company grants to Customer a limited, non-exclusive, non-transferable license, during the Service Term, to allow Customer’s access to and use of the Services by Customer on Customer’s behalf, as the Authorized User. This use is solely for Customer’s personal, individual, internal purposes, in accordance with the Terms of Service and subject to the terms and conditions of this Agreement. Except for the foregoing limited license, no right, title or interest shall be transferred to Customer. The Services are detailed in the Terms of Service.
2.2 Orders for Services. Customer’s access to and use of the Services is governed by the terms and conditions of this Agreement, the Terms of Service, and any Order(s) placed by Customer. The selection of the Services to be provided to Customer shall be as set forth in the applicable Order(s) between the Parties. In the event of any conflict or inconsistency between the terms of this Agreement and any Order(s), the terms of the Order shall prevail only to the extent of such express inconsistency, unless otherwise expressly agreed to in writing by both Parties.
2.3 Acceptance by Customer. By accessing or using the Services provided by Company, you acknowledge and agree to be bound by the Terms of Service and this Customer Agreement. Your access to the Services constitutes your acceptance of these terms and conditions. If you do not agree with any part of the Terms of Service or this Customer Agreement, then you may not access or use the Services. Your continued use of the Services following any updates or modifications to these terms constitutes acceptance of those changes.
2.4 Restrictions and Prohibited Use. In addition to the Terms of Service, Customer agrees not to use the Services (or any Company Content) for the purpose of establishing or operating Customer’s own educational institution, school, coaching or teaching platform, whether in physical or digital form. Furthermore, Customer agrees not to host teaching events, workshops, coaching or training sessions, or similar educational activities utilizing the Services and/or the Company Content, nor to use the Services and/or the Company Content for the development, promotion, or operation of a competing business, educational or otherwise.
2.5 License Restrictions. Customer will comply with this Agreement and the Terms of Service, and will be responsible and fully liable for its compliance. Customer will not, and will not permit or enable others to: (a) sell, resell, lease, lend, rent, distribute or otherwise allow non-authorized access to the Services, or any component thereof and/or the Company Content, to a third party; (b) use the Services and/or the Company Content on behalf of, or to provide any product or service to, third parties; (c) in any way alter, change, modify, adapt, translate or make derivative works of the Services and/or the Company Content or any component thereof; (d) sublicense or operate the Services for timesharing, rental, outsourcing or service bureau operations or to train other persons or third parties; (e) decompile, disassemble, reproduce or re-engineer the Services and/or the Company Content or any component of the Services, create any product or service that competes with the Services or derive source or object code from Services or any component thereof; (f) access the Services by any means other than through the interfaces that are provided by Company; (g) “mirror” or “frame” any part of the Services and/or the Company Content or create Internet links to the Services that include log-in information, user names, passwords and/or secure cookies; (h) interfere with or otherwise circumvent mechanisms in the Services intended to enforce any usage limits dictated by the Company; or (i) publish benchmarks or performance information about the Services.
a. Customer is responsible for all activity occurring under Customer’s account(s), and must comply with all Applicable Laws in connection with using the Services. Customer must notify Company promptly upon becoming aware of any unauthorized use of any Customer password or account (or any other breach of security of the Services), and also must notify Company promptly upon becoming aware of (and shall stop) any unauthorized copying, distribution or other misuse of any aspect of the Service arising from Customer’s user account(s).
2.6 Ownership of the Services. Company (or its licensors) is and will remain the exclusive owner or rightful licensee of (a) the Services, the Company Content and any software comprising any portion thereof and all related services, specifications, documentation and technical information, and all improvements, enhancements or modifications thereto, including any customizations and developments made for Customer, (b) Company’s Confidential Information (as defined below), (c) all techniques, know-how, software, algorithms and methods or rights thereto that are owned by Company at the time this Agreement is executed, or developed during the course of the design, development or provision of the Services or employed by Company in connection with the Services and (d) all other Company work product, content and/or other materials provided or accessible to Customer in connection with this Agreement, and all right, title and interest in and to any of the foregoing, including all Intellectual Property rights (see also Article 4 [Intellectual Property] below). Company reserves all rights not expressly granted to Customer in this Agreement.
Article 3 – Payment Terms
3.1 Payment of Fees for Services. Customer must pay all fees and charges (“Fees”) to the Company for Services, in accordance with the terms of an Order and the terms of this Agreement. The Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities in connection with any Order. Customer is responsible for paying all such taxes, levies, or duties, excluding only taxes based solely on Company’s income. If Company has the legal obligation to pay or collect taxes for which Customer is responsible, then the appropriate amount will be invoiced to and paid by Customer unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Except to the extent otherwise expressly stated in an Order:
a. All obligations to pay Fees are non-cancelable and all payments are non-refundable. All sales are final and not subject to refund or dispute. Customer acknowledges and agrees that there is no invoice dispute process, because nonrefundable payments indicate that the Customer has agreed to these terms and conditions of the this Agreement, the Order(s) and associated transaction(s).
b. Customer must make all payments without setoffs, withholdings or deductions of any kind;
c. Customer must pay all Fees due under an Order; and;
d. All sales are final.
3.2 Chargebacks and Refunds. The Company considers refunds in accordance with the applicable terms and policies. Certain fees, such as enrollment fees or administrative fees, are non-refundable. Customer agrees not to request, advise, file a claim, or seek Customer’s bank or credit card company for a chargeback for Fees paid under this Agreement, and waives any rights (including, but not limited to, under Customer’s credit card issuer’s procedures for resolving such disputes) concerning chargebacks. Customer agrees that any disputes it may have with respect to fees paid hereunder must be addressed directly between the Customer and the Company (see Article 9 [Dispute Resolution]). If a chargeback occurs, then Customer shall have materially breached this Agreement and shall forfeit all remaining Services that have not yet been provided, performed, or made available under this Agreement and/or the applicable Order(s). In such event, the Company shall have no further obligation to Customer.
3.3 Charges. Customer acknowledges and agrees to the following:
a. In the event the Customer is making payment by card, then the Company is authorized to charge Customer’s card on file for the agreed-upon Services provided under this Agreement. Customer understands and agrees that failure to provide valid payment information or maintain sufficient funds may result in the suspension or termination of Services.
b. In the event of unpaid amounts owed by Customer under this Agreement, the Company reserves the right to withdraw smaller incremental charges from the card on file to recover the outstanding balance. Customer agrees to promptly resolve any discrepancies or payment issues to avoid disruption of Services.
3.4 Accurate Billing Information. Customer shall provide Company with accurate billing and other contact information for each Order at all times during the Term of Service, including the name of Customer’s applicable street address, e-mail address, name and telephone number of an authorized billing contact.
3.5 Failure to Pay Fees. If Customer fails to make any payments required under any Order, then in addition to any other rights Company may have under this Agreement or Applicable Laws:
a. Customer will owe Company an interest penalty of one and one-half percent (1.5%) per month on any outstanding balance under each delinquent invoice, or the maximum permitted by law (whichever is less);
b. Company will be entitled to recover its reasonable attorneys’ fees, other reasonable costs and expenses to collect such amounts; and
c. Company reserves the right to suspend Customer’s access to the Services if Customer’s account remains delinquent for fifteen (15) days after receipt of a delinquency notice from Company (which may be provided via email to Customer’s billing contact). Customer will continue to incur and owe all applicable Fees irrespective of any such Service suspension due to Customer’s delinquency.
Article 4 — Intellectual Property
4.1 Company’s Intellectual Property. Company retains exclusive ownership of all rights and interests in and to its intellectual property, including but not limited to Company Content, proprietary technology, its websites, software (both in source and object forms), user interface designs, architecture, and documentation (in both printed and electronic forms), trade secrets, proprietary systems, business strategy, financials, methods, techniques, classes, tutorials, instruction, courses, and marketing materials (collectively referred to as “Company’s Intellectual Property” (and/or “Company’s IP”). Company’s IP encompasses any related IP rights worldwide, whether owned by Company or licensed from a third party. Company asserts and holds all Intellectual Property rights in Company’s IP. This includes, but is not limited to, copyrights, patents, trademarks, trade secrets, and any other intellectual property rights protected under Applicable Laws.
a. Educational Platform. The Services provided by Company are the property of Company and are protected by copyright, patent, trade secret, and other intellectual property laws. Company retains all rights, title, and interest in and to the Services, including all Intellectual Property Rights, and reserves the right to enforce its intellectual property rights to the fullest extent permitted by Applicable Laws.
4.2 Usage Restrictions. Customer acknowledges and agrees that any use of Company’s Intellectual Property, including but not limited to the Services, is subject to the terms and conditions of this Agreement. Customer shall not reproduce, modify, distribute, display, perform, or create derivative works of Company’s Intellectual Property without prior written consent from Company.
4.3 No Transfer of Rights. Nothing in this Agreement shall be construed as transferring any ownership or other rights in Company’s Intellectual Property to Customer.
4.4 Feedback - Grant of License.. Customer hereby grants to Company a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, perpetual license to use, disclose, reproduce, modify, adapt, publish, translate, distribute, and exploit any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer (“Feedback”) relating to the Services, Company Content, or any other products or services offered or contemplated by Company. The Feedback may be used by Company without restriction, including but not limited to, for the purpose of improving the Services, developing new products or services, marketing, offering, selling, and providing other products and services to customers. Company shall have no obligation to implement or incorporate any Feedback provided by Customer into its products or services, and Customer acknowledges that Company may use or develop similar ideas or concepts independently without reference to the Feedback.
4.5 Company Marks. Customer shall not use any Company Marks without the prior written consent of Company. Customer acknowledges that any unauthorized use of Company Marks may constitute infringement and dilution of Company’s intellectual property rights, and is a material breach of this Agreement.
a. Authorized Use. Company may grant Customer a limited, non-exclusive, revocable license to use certain Company Marks solely for the purpose of promoting or referring to Company’s products or services in accordance with Company’s branding guidelines. Any such use must be approved in writing by Company and shall be subject to compliance with all Applicable Laws.
b. Customer acknowledges that it has no ownership rights in the Company Marks whatsoever, and all goodwill generated by use of Company Marks shall inure solely to the benefit of Company.
4.6 Survival. The provisions of this Article 4 regarding Company’s Intellectual Property shall survive the termination or expiration of this Agreement.
Article 5 — Confidentiality and Nondisclosure Obligation
5.1 Definition. Company Confidential Information means all non-public information that is designated (orally or in writing) or marked as “confidential” or “proprietary,” or has commercial value to the Company, including all Company Content. Customer Confidential Information means the individual personal identifiable information (PII) provided by the Customer, including but not limited to account details and payment information. Each Party shall treat and keep all Confidential Information as confidential, with at least the same degree of care as it accords to its own confidential information, but in no event less than a reasonable degree of care.
a. Confidential Information does not include any information that:
- The Receiving Party already knew before it was disclosed by the Disclosing Party, and such knowledge was obtained lawfully;
- Is or becomes publicly available through a source other than the Receiving Party, and without any improper means
- Is disclosed to the Receiving Party by a third party who is not bound by any confidentiality obligations, and such third party does not impose any confidentiality obligations on the Receiving Party; or
- Was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
5.2 Access to certain Confidential Information. Company will provide Customer with access to certain Company Confidential Information that is used in provision of the Services. Customer acknowledges that such access to Company’s Confidential Information is only for the term of this Agreement
a. Permitted Use. The Company may use and disclose Customer’s Confidential Information solely for the purpose of providing the Services under this Agreement. The Company may also use and disclose Customer’s Confidential Information as required by Applicable Laws, including but not limited to court orders or subpoenas under Section 5.4 [Required Disclosure] herein.
b. Ownership. Each Party understands and agrees that each Party has no ownership, property rights, or other rights of any kind in the Confidential Information of the other Party (including trade secrets, copyrights, proprietary information, or other property of the other Party).
5.3 Non-Disclosure Obligation. Neither Party may use or disclose Confidential Information, except as expressly provided for in this Agreement. Each Party may disclose Confidential Information only to its employees, licensed financial advisors, or legal advisors, provided: (i) each such person has been informed of the confidential, proprietary, and secret nature of the Confidential Information and are subject to a binding, preexisting obligation of confidentiality and non-disclosure no less stringent than the requirements of this Agreement, and (ii) have a demonstrable need to review such Confidential Information for the purpose of fulfilling their roles to Customer arising from or relating to the activities contemplated by this Agreement.
5.4 Required Disclosure. In the rare event a disclosure of Confidential Information is required pursuant to a validly issued subpoena or court order of valid jurisdiction, then the Party receiving the disclosure request shall provide prior written notice thereof to the other Party in order to allow the other Party time to seek a protective order or other appropriate relief to protect its Confidential Information from disclosure. If the Confidential Information must be disclosed (as determined by legal counsel and legal authority), then such information shall be disclosed (i) only to the extent required, and (ii) pursuant to a request for confidential treatment (including under seal or protective order). Any information disclosed pursuant to this section shall remain ‘Confidential Information’ for all other purposes.
5.5 Destruction. Upon the request of the disclosing Party, the receiving Party shall destroy all Confidential Information, except for copies retained to comply with a Party’s professional or legal obligations.
Article 6 — Term and Termination
6.1 Term of the Agreement. This Agreement begins on the Effective Date and continues in effect during the Service Term of any Order.
6.2 Company may terminate provision of Services if Customer violates the terms of this Agreement or the Terms of Service.
6.3 Survival. All terms and sections of this Agreement (and of any applicable Order) which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification for claims arising prior to termination or expiration, and limitations of liability.
6.4 Company will not be obligated to retain any Customer Data for longer than thirty (30) days after any such termination.
6.5 Suspension of Services. In the event that Customer violates any provision of this Agreement or the Terms of Service, the Company reserves the right to suspend the provision of Services to Customer immediately without prior notice to Customer. The Company may notify Customer of the suspension of Services within thirty (30) days following such action, specifying the reasons for the suspension and any actions required to remedy the violation. Upon resolution of the violation to the satisfaction of the Company, and upon payment of any applicable reinstatement fees, the Company may, at its sole discretion, reinstate the provision of Services to Customer. The Company is not be liable to Customer or any third party for any damages, losses, or liabilities arising out of the suspension of Services due to Customer’s violation of any provision of this Agreement or the Terms of Service.
Article 7 — Disclaimers; Representations and Warranties
7.1 Customer Acknowledgement of Educational Nature. Customer represents and warrants that it understands that the Services provided by the Company constitute an educational training and coaching platform. Customer expressly acknowledges that the Services are intended for educational and informational purposes only and are not intended to provide legal, tax, or financial advice. Customer further acknowledges and agrees that there is no specific outcome, including but not limited to financial success, that may result from Customer’s participation in or use of the Services
7.2 Access. Customer represents and warrants that it must to have access to the Internet and an email address to access and receive Company Content (including assignments). Company is not responsible for Customer’s lack of access to the Services caused by Customer’s technology or caused by anything external to the Company’s platform.
7.3 Individual Responsibility. Customer represents and warrants that any success or outcomes achieved through access to and use of the Services are solely attributable to Customer’s individual talents, efforts, and actions. Customer further acknowledges and understands that individual results or performance achieved through the Services may vary significantly based on factors including but not limited to diverse individual backgrounds, education levels, and prior experiences, individual skills, time availability, and dedication to learning and practice. Customer’s success and outcomes are dependent on Your own efforts and actions, and You assume full risk and responsibility for any decisions made or actions taken based on the information provided through the Services. Customer alone assumes all responsibility for evaluating the merits and risks associated with the use of any information or Company Content provided through the Services before making any decisions based on such information.
7.4 Independent Decision. Customer represents and warrants that its decision to purchase the Services is based solely on its own desire and independent evaluation, and not on any reliance on representations, promises, marketing, or guarantees made by the Company. Customer acknowledges that the Company has not made any express or implied earnings claims or guarantees regarding the Services.
7.5 Customer acknowledges and agrees that its subscription to the Services and any Fees due or paid under this Agreement are not contingent on the delivery of any future functionality or features. Furthermore, Customer acknowledges that the Fees are not based on any oral or written comments regarding future functionality or features provided by the Company.
7.6 Taxes. Customer represents and warrants that it will consult with a qualified tax professional regarding any potential tax impacts, deductions or write-offs related to their purchase of Company’s Services, and Company does not and has not offered or provided any tax advice. Customer acknowledges that tax laws and regulations vary by jurisdiction and are subject to change, and therefore it is Customer’s responsibility to seek appropriate tax advice to ensure compliance with applicable tax laws.
7.7 No Guarantees. Customer represents and warrants that, while the Company has full confidence in the effectiveness of the Services provided under this Agreement, the Company does not guarantee any specific results for Customer based on the Services rendered or ordered. The Services are provided “as is”. Customer further acknowledges that any testimonials or examples of profits provided by current or former Customers are not indicative of typical results and are provided for illustrative purposes only. By ordering the Services, Customer acknowledges and accepts sole responsibility for utilizing the Services (in accordance with this Agreement and the Terms of Service) to achieve desired outcomes.
7.8 Disclaimer: No Investment Advice. Customer acknowledges and agrees with all of the following: The Services provided by the Company are for informational purposes only. Customer does not construe any information or material provided through the Services as legal, tax, investment, financial, or other professional advice. Nothing contained in Company Content, the Services, or on Company websites constitutes a solicitation, recommendation, endorsement, or offer by the Company or any third-party service provider to buy or sell any securities or other financial instruments in any jurisdiction where such solicitation or offer would be unlawful under the securities laws. All content provided through the Services is of a general nature and does not address the specific circumstances of any individual or entity. None of the information or Company Content provided constitutes professional or financial advice, nor does it constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. The Company does not act as a fiduciary by virtue of any person’s use of or access to the Services or Company Content.
7.9 Disclaimer of Reliance and Representations. Customer acknowledges that it has not relied on any representations or warranties other than those expressly set forth in this Agreement. The Company specifically disclaims any other representations or warranties, whether oral or written, implied or explicit. Furthermore, Customer acknowledges that the Company is a training institute and is not offering a business opportunity or franchise. The Company does not ascertain the suitability of its Services for the Customer’s specific needs or circumstances.
7.10 Testimonial Disclaimer. Testimonials shared by the Company are not typical and should not be construed as a guarantee of performance. Any results shared are merely examples of individuals who have implemented the tools or elements from the Company’s Services. Customer acknowledges that their background, education, and experience are unique, and therefore their results may vary. Customer understands that past performances and unique experiences of other individuals do not guarantee future results.
7.11 Warranty of Authority. Each Party represents and warrants solely to and for the benefit of the other that it has the right and power to enter into and fully perform the obligations it has undertaken in this Agreement and any applicable Order. This warranty survives the expiration or termination of this Agreement.
7.12 Disclaimer of Warranties. Except to the extent expressly stated in this Agreement:
a. The Company makes no representations or warranties of any kind, whether express, statutory, or implied (in fact or by operation of law), regarding the Services or any matter whatsoever.
b. The Company does not warrant that the Services or any Company Content are or will be error-free, meet Customer’s requirements, or be timely or secure.
c. The Company expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to the Services.
d. Customer has no right to make or pass on to any third party any representation or warranty by the Company.
e. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet or electronic communications. The Company is not responsible for delays, delivery failures, or other damage, loss, or liability resulting from such problems not caused by the Company.
f. Customer acknowledges and agrees that the Company makes no representations or warranties regarding the results or outcomes that may be achieved through the use of the Services.
g. Customer accepts full responsibility for any decisions made or actions taken based on the Services, and hereby releases the Company from any liability for the same.
h. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES OF EITHER PARTY AND NO OTHER WARRANTY, EXPRESS OR IMPLIED, WILL APPLY.
Article 8 — Limitation of Liability and Indemnification
8.1 Company’s IP Indemnity.
a. Defense and Indemnification. Company shall defend Customer from and against any claims asserted by a third party based on an allegation that Customer’s use of the Services in accordance with this Agreement, the Terms of Service, and the applicable Order(s) infringes the copyright in any country, or infringes a patent of the U.S.A., a member state of the European Union, Canada, UAE, or Australia (collectively, “Claims”). Company shall indemnify Customer by paying all damages, costs, and expenses (including reasonable legal fees and costs) finally awarded by a court of competent jurisdiction, or agreed in a written settlement agreement signed by Company, arising out of such Claims.
b. Remedies. If (a) any aspect of the Services is found by a court or, in Company’s reasonable opinion, is likely to be found by a court, to infringe upon a third-party intellectual property right, or (b) the continued use of the Service is enjoined, then Company shall promptly and at its own expense: (i) Obtain for Customer the right to continue using the Services in accordance with this Agreement and the applicable Order(s); (ii) Modify the item(s) in question to no longer be infringing; or (iii) Replace such item(s) with a non-infringing functional equivalent. If, after all commercially reasonable efforts, Company determines in good faith that options (i), (ii), and (iii) are not feasible, then Company shall remove the infringing item(s) from the Services.
c. Limitations of Liability. Company shall have no obligation or liability for any Claim under this IP Indemnity Section to the extent arising from: (i) Customer’s combination, operation, or use of the Service with any product, device, software, or service not supplied by Company to the extent the combination creates the infringement; or (ii) the unauthorized alteration or modification by Customer of the Services..
8.2 Customer Indemnification Obligation. Customer shall defend Company Indemnified Parties from and against any claims asserted by a third party based on: (a) Customer’s breach of this Agreement or the Terms of Service; (b) the processing of Customer Data in accordance with this Agreement; or (c) Customer’s use of the Services, including arising from or relating to any action or decision You make based on the information or Company Content available through our websites or Services. Customer shall indemnify Company Indemnified Parties by paying all damages, costs, and expenses (including reasonable legal fees and costs) finally awarded by a court of competent jurisdiction, or agreed in a written settlement agreement signed by Customer, arising out of the third-party claims described in this section.
8.3 Hold Harmless by Customer. By utilizing the Services, You agree to hold harmless the Company Indemnified Parties from any and all claims, liabilities, damages, losses, costs, or expenses, including reasonable attorneys’ fees, arising from or related to Your use of the Services, including Your participation in the educational training and coaching and use of and access to the Services. You expressly release the Company Indemnified Parties from any and all liability, claims, demands, actions, or causes of action arising out of or in connection with Your access to and use of the Services, to the extent such claims are not covered under Section 8.2
8.4 No Liability for Hacking of Customer Wallets or Pools. Company is not the provider of any third-party technology or platforms (“Third-Party Tech”) utilized by Customer in connection with the Services provided under this Agreement. Customer acknowledges and agrees that Company shall not be liable for any hacking, breaches, or security vulnerabilities related to Customer’s utilization of wallets, DeFi protocols, or liquidity pools, whether facilitated through Third-Party Tech or otherwise. Customer acknowledges and agrees that the security and integrity of their wallets and interactions with DeFi protocols or liquidity pools are solely their responsibility. Customer further agrees to undertake appropriate security measures, including but not limited to using reputable wallets, implementing strong passwords, enabling multi-factor authentication, and staying informed about security best practices in the DeFi space. In no event shall Company be liable for any losses, damages, or liabilities arising out of or in connection with hacking, breaches, or security vulnerabilities affecting Customer’s wallets, DeFi protocols, or liquidity pools.
8.5 Customer Errors. Customer acknowledges and agrees that most transactions involving digital assets, including but not limited to cryptocurrencies and tokens, are irreversible and non-recoverable once executed on a blockchain network. Therefore, in the event of any transactional errors caused by Customer/user error, including but not limited to user errors where funds are sent to the wrong account or address, Company shall not be liable for any resulting losses or damages. The Customer/user is solely responsible for verifying the accuracy of transaction details, including recipient addresses, prior to executing any transactions. Customer/user further agrees to indemnify and hold harmless Company from any claims, losses, or damages arising out of or in connection with any errors caused by Customer/user.
8.6 MUTUAL LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS: Except for Fees due to Company by Customer under applicable Orders, neither Party shall be liable to the other Party for any indirect, consequential, special, punitive, exemplary, or incidental damages of any kind, including but not limited to loss of profits, lost opportunity damages, loss of prospective economic advantage, loss of money, loss of revenue, loss of data, or loss of goodwill, arising from or relating to this Agreement or any Order, whether in contract, tort (including negligence), or any other legal theory or otherwise, even if the Party from which damages are being sought previously has been advised of the possibility of such damages.
8.7 Liability Caps. Each Party’s total aggregate liability arising from or relating to this Agreement shall be:
a. As to Customer, in the event of any claim, liability, or dispute arising out of or in connection with this Agreement, Customer’s liability shall be unlimited for any damages, losses, or liabilities caused by their conduct, including but not limited to negligence, breach of contract, or violation of applicable laws or regulations
b. As to Company, in the event of any claim, liability, or dispute arising out of or in connection with this Agreement, Company’s total aggregate liability under this Agreement shall be limited to the total amounts paid by Customer to Company for the services rendered under this Agreement. This limitation of liability shall apply regardless of the nature of the claim or the legal theory on which it is based, including but not limited to contract, tort, or strict liability. Customer acknowledges and agrees that no individual person, officer, director, employee, or person other than Company shall have any personal liability under this Agreement, and any claims against such individuals shall be limited to Company’s liability as provided herein.
8.8 Each Party’s respective defense and indemnity obligations under are contingent upon the other Party: (a) promptly giving notice of the third party claim to the defending/indemnifying Party once the claim is known; (b) giving the defending/indemnifying Party sole control of the defense and settlement of the claim and not compromising or settling the claim without the defending/indemnifying Party’s approval (though the defending/indemnifying Party must not settle such claim unless the settlement unconditionally releases the other Party of all liability and does not adversely affect the other Party’s business or service in a material manner); and (c) making a reasonable effort to provide appropriate information and cooperation to the defending/indemnifying Party in connection with the claim.
8.9 The foregoing indemnification obligations constitute the sole responsibilities of the defending/indemnifying Party and the exclusive remedies available to the other Party in connection with this Agreement regarding indemnification.
Article 9 — Governing Law; Dispute Resolution
9.1 Governing Law. This Agreement and all Orders shall be governed by and construed in accordance with the laws of the United Arab Emirates (UAE), and the obligations, rights and remedies of the Parties hereunder shall be determined in accordance with such laws.
9.2 Dispute Resolution Process.
a. Informal Efforts. All disputes, claims and other matters in controversy arising directly or indirectly out of or related to this Agreement, or the breach thereof, whether contractual or non-contractual, shall be first submitted to informal resolution directly between the Parties, for a minimum period of forty-five (45) calendar days.
b. Binding Arbitration. All disputes, claims or controversies arising out of or in connection with this Agreement or any Order shall be submitted to binding arbitration with the ICC International Court of Arbitration and finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
c. Location. The seat (location) of arbitration shall be the following:
- USA. For Customers with a billing address located in the United States, Canada, Mexico or Latin America, the seat of ICC Arbitration is the state of New York, with the ICC United States Council for International Business, USA (see https://uscib.org), and the arbitration shall be conducted and attended remotely/virtually.
- UAE. For Customers with a billing address located outside of the United States, Canada, Mexico or Latin America, the seat of ICC Arbitration is Dubai, UAE, and the arbitration shall be conducted and attended remotely/virtually.
d. Language. The language to be used in the arbitral proceedings shall be English.
e. Final Decision. The decision of the arbitral tribunal shall be final and binding on both Parties. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
f. Costs. Each Party shall bear its own costs and expenses of arbitration, and the costs and expenses of the arbitral tribunal shall be borne equally by the Parties, unless the arbitral tribunal determines otherwise in its award.
9.3 Waiver of Court Proceedings. The Parties hereby waive any right to initiate or participate in any court proceedings, including but not limited to litigation or any kind, related to any disputes arising under or in connection with this Agreement or any Order, including on the question of the validity or enforceability of the binding arbitration clause herein. Instead, the Parties agree to resolve any such disputes through binding arbitration as provided for in this Agreement.
a. Class Action Waiver. Any dispute arising out of or related to this Agreement or any Order shall be resolved solely on an individual basis in arbitration, and not as part of any class, consolidated, or representative action. You waive any right to participate in any class action lawsuit or class-wide arbitration arising out of or related to this Agreement. The arbitrator adjudicating the dispute may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
b. Jury Trial Waiver. Customer and Company hereby knowingly, voluntarily, and intentionally waive the right to a trial by jury in any action or proceeding arising out of or related to this Agreement or any Order, including, but not limited to, any claims, counterclaims, cross-claims, or third-party claims asserted by or against either Party.
9.4 Survival. This Article 9 shall survive the termination or expiration of this Agreement.
Article 10 — Miscellaneous Provisions
10.1 Force Majeure. Company shall not be liable for any failure or delay in the performance of its obligations under this Agreement or any Order to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to pandemics, natural disasters, war, terrorism, strikes, labor disputes, government actions, power failures, or internet connectivity disruptions. In the event of a force majeure event, Company shall make commercially reasonable efforts to resume performance as soon as practicable. However, Company reserves the right to suspend or terminate the provision of Services without liability if the force majeure event continues for an extended period and materially affects the provision of Services.
10.2 Section Headings. The Section and Article headings and titles used in this Agreement are deemed to be incorporated into and form a part of this Agreement, and affect the interpretation of any provision of this Agreement. Any reference to a section, article, subsection, or clause by its heading or title shall be considered as referring to the content and provisions contained therein.
10.3 Assignment. Customer may not assign or otherwise transfer this Agreement or any applicable Order(s), in whole or in part, whether by operation of law or otherwise, to any other person or third party. Any attempted assignment or transfer by Customer will be void. By Company: Company may assign this Agreement or any applicable Order(s), in whole or in part, without Customer consent to (i) a successor to all or part of its assets or business or (ii) an Affiliate.
10.4 No Impairment. Except as otherwise provided in this Agreement, no delay or omission by either Party in exercising any right or remedy under this Agreement shall impair such right or remedy or be construed as a waiver of any subsequent breach. Waiver of any provision of this Agreement shall not constitute a waiver of any other provision or of any subsequent breach, and any such waiver must be explicit and in writing to be effective.
10.5 No Construction Against Drafter. The Parties agree that any principle or rule of law stating that an agreement should be construed against the drafter shall not apply to this Agreement.
10.6 Relationship of Parties. The Parties are independent contractors, and this Agreement does not create any employment, partnership, or joint venture relationship between the Parties (nor does any Order). Customer explicitly acknowledges that they are not an employee or client of the Company under any circumstances. Additionally, Customer agrees not to hold themselves out as an agent or legal representative of the Company, nor as joint venturers for any purpose. Furthermore, Customer is not authorized to assume or create any obligations, whether express or implied, on behalf of the Company. It is also understood that there is no fiduciary or advisory relationship, actual or implied, between the Company and Customer.
10.7 Severability. If any provision of this Agreement is found to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but the Agreement and/or shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable
10.8 Binding Agreement. This Agreement is binding and effective upon Customer’s engagement with the Company’s Services, which may include but is not limited to placing an Order or making a purchase through the Company’s website. Customer’s engagement with the Company’s services constitutes acceptance of this Agreement, and the Terms of Service and the Privacy Policy.
a. Counterparts; Electronic Signatures. Without limiting the foregoing in any way, an Order may also be executed in one or more duplicate originals, each of which shall be deemed an original. Counterparts may be executed in original or electronic form, including but not limited to facsimiles or electronically transmitted portable document format (PDF) files. The parties agree that signatures received via electronic transmission, including email or electronic signature platforms, shall be deemed original signatures for all purposes.
10.9 Electronic Recordkeeping. Customer acknowledges and agrees that Customer account information, including any Orders, may be stored in an electronic record keeping system in the regular course of business and that a printed copy of the imaged document may be used and introduced in any arbitration or other proceeding, and shall have the same force and effect as the original.
10.10 Reservation of Rights. All rights not expressly granted to Customer under this Agreement are reserved and retained by Company
10.11 Amendment of these Terms. Company may amend or modify this Agreement at any time by posting the revised agreement on the Company website and/or providing a copy to you (a “Revised Agreement”). The Revised Agreement shall be effective as of the time it is posted on the Company website, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate Your use of the Services and close your account.
10.12 Entire Agreement. This Agreement, together with any Order(s) executed between the Parties, constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. The Parties expressly waive any right to enforce oral modifications or amendments based on course of dealing, waiver, reliance, estoppel, or similar legal theories. The Parties further agree that any rule of law contrary to the terms of this section shall not be enforced.
1. DM Intelligence LLC is the only operator that collects or maintains personal information through the
www.decentralizedmasters.com, www.accelerator.decentralizedmasters.com, and
www.decentralizedmasters.circle.so websites.
2. A member (any visitor or other person using the website) may contact DM Intelligence LLC using the following information:
Email Support Hours of Operation
24/7 (We will contact you within 24-48 hours Monday-Friday)
"Live" chat support hours.
Monday - Friday 10:00 a.m. EST - 6:00 p.m. EST
Office
DM Intelligence LLC
Sharjah Media City, Sharjah, UAE
Email: support@decentralizedmasters.com
Phone: 00971552483764
3. Review the Terms & Conditions.
Collection of information:
1. The website actively collects member information such as first and last name, age, city and state, email address, gender, date of birth and information through registration forms, applications, voluntary surveys, contests, purchases and participation in public forums such as bulletin boards.
2. The site reserves the right to passively collect information related to site usage, such as time spent on the site, areas visited, and sites linked to and from. In the future, the site may collect additional information and may install cookies on members' hard drives.
3. The site allows members to make personal information available in public forums, such as bulletin boards, to the extent that members choose to disclose such information.
4. If a member contacts any employee or affiliated person, a record of that correspondence may be maintained.
5. The site is prohibited from conditioning a member's participation in an activity on the member disclosing more personal information than is reasonably necessary to participate in that activity.
Use of Information
1. Personal information is used for record keeping, site management, site activities, fulfillment of requested transactions and marketing only to members who have consented to such marketing. This may be in the form of email, text messages or direct mail, among others.
2. Personal information collected from members is not disclosed to third parties, except for companies with which the website is affiliated by common ownership.
Digital tools such as Google Analytics, and Google Ads may install cookies in the browsers of users of DM Intelligence LLC websites in order to provide better targeting of advertising and for analytical measurement of the websites.
For more information on how Google uses this data, go to www.google.com/policies/privacy/partners/.
The Site may retain third parties to review certain personal information to advise you on demographic and marketing issues, generally on an aggregate basis, and only after such third parties have agreed to maintain the confidentiality, security and integrity of any personal information obtained.
3. Blocking Cookies in the Browser
To learn how to block cookies in Chrome, visit this page.
To learn how to block cookies in Edge / Bing visit this page
To learn how to block cookies in Firefox visit this page
4. Opting Out of Ad Tracking
Our advertising partners may use tracking technologies that are not overridden by your browser's cookie blocking settings. To prevent tracking for advertising purposes, you can use tools that prevent the tracking of information for advertising purposes:
The NAI’s opt-out platform
The DAA’s opt-out platform
You can also learn more about how to opt out of Google Analytics by going to
https://tools.google.com/dlpage/gaoptout.
www.decentralizedmasters.com, www.accelerator.decentralizedmasters.com, and
www.decentralizedmasters.circle.so websites.
2. A member (any visitor or other person using the website) may contact DM Intelligence LLC using the following information:
Email Support Hours of Operation
24/7 (We will contact you within 24-48 hours Monday-Friday)
"Live" chat support hours.
Monday - Friday 10:00 a.m. EST - 6:00 p.m. EST
Office
DM Intelligence LLC
Sharjah Media City, Sharjah, UAE
Email: support@decentralizedmasters.com
Phone: 00971552483764
3. Review the Terms & Conditions.
Collection of information:
1. The website actively collects member information such as first and last name, age, city and state, email address, gender, date of birth and information through registration forms, applications, voluntary surveys, contests, purchases and participation in public forums such as bulletin boards.
2. The site reserves the right to passively collect information related to site usage, such as time spent on the site, areas visited, and sites linked to and from. In the future, the site may collect additional information and may install cookies on members' hard drives.
3. The site allows members to make personal information available in public forums, such as bulletin boards, to the extent that members choose to disclose such information.
4. If a member contacts any employee or affiliated person, a record of that correspondence may be maintained.
5. The site is prohibited from conditioning a member's participation in an activity on the member disclosing more personal information than is reasonably necessary to participate in that activity.
Use of Information
1. Personal information is used for record keeping, site management, site activities, fulfillment of requested transactions and marketing only to members who have consented to such marketing. This may be in the form of email, text messages or direct mail, among others.
2. Personal information collected from members is not disclosed to third parties, except for companies with which the website is affiliated by common ownership.
Digital tools such as Google Analytics, and Google Ads may install cookies in the browsers of users of DM Intelligence LLC websites in order to provide better targeting of advertising and for analytical measurement of the websites.
For more information on how Google uses this data, go to www.google.com/policies/privacy/partners/.
The Site may retain third parties to review certain personal information to advise you on demographic and marketing issues, generally on an aggregate basis, and only after such third parties have agreed to maintain the confidentiality, security and integrity of any personal information obtained.
3. Blocking Cookies in the Browser
To learn how to block cookies in Chrome, visit this page.
To learn how to block cookies in Edge / Bing visit this page
To learn how to block cookies in Firefox visit this page
4. Opting Out of Ad Tracking
Our advertising partners may use tracking technologies that are not overridden by your browser's cookie blocking settings. To prevent tracking for advertising purposes, you can use tools that prevent the tracking of information for advertising purposes:
The NAI’s opt-out platform
The DAA’s opt-out platform
You can also learn more about how to opt out of Google Analytics by going to
https://tools.google.com/dlpage/gaoptout.