ASRAYA, INC MEMBERSHIP TERMS AND CONDITIONS
1.0 Membership, Non-Transferability, and Cancellation Policy. Your Asraya, Inc. membership applies only to you and is not transferable. All membership payments are non-refundable unless you cancel within seven (7) business days starting from the day you pay for your Asraya membership.
2.0 Terms of Use for www.asraya.io and Asraya Circle App. Please read these Terms of Use carefully before using our website www.asraya.io (“our Site” or the “Site”) or Asraya’s circle.
2.1 Information About Asraya, Inc. www.asraya.io is a site operated by Asraya, Inc. (“Asraya”, “we”, or “our”). Asraya’s circle.
2.2 Accessing Our Site. Access to the Site or Circle App is permitted on a temporary basis, and Asraya reserves the right to withdraw or amend the service provided on the Site or Circle App without notice. From time to time, Asraya may restrict access to some parts of the Site or Circle App. You must treat all passwords or access codes as confidential and must not disclose them to any third-party. Asraya retains the right to disable any user identification or access codes or password at any time if, in our opinion, you have failed to comply with any of the provisions of these Terms and Conditions and Terms of Use.
2.3 Third-Party Content. Both the Site and Circle App are venues for content supplied by Asraya, and may contain information or content from third-parties, including other Asraya members. Accordingly, Asraya may not have any specific prior review process or editorial control over third-party content, including information or content provided by other Asraya members. Any opinions, advice, statements, services, offers, representations, or other information or content expressed or made available by third-parties, any other User of the Site or Circle App, or any other Asraya members, are those of the respective parties and not necessarily those of Asraya. Neither Asraya nor any third-party provider of information (including another Asraya member) makes any guarantees to you about the accuracy, completeness, or usefulness of any third-party or other Asraya member content, nor its merchantability or fitness for any particular purpose.
2.4 Links to and from Third Party Sites. There may be links established between the Site or Circle App and other sites on the world wide web, internet, or Web3 which are not under the control of, or maintained by, Asraya. These links do not necessarily constitute an endorsement by Asraya of those links or sites. Asraya undertakes no obligation to monitor such sites or links, and you agree that Asraya is not responsible for the content of such sites or links, or any technical or other problems associated with any such third-party site, links, or usage.
2.5 Termination. Your access to the Site and Circle App is subject to Asraya’s authorization. Asraya reserves the right to terminate your access to the Site or Circle App at any time without notice, for any reason (including, but not limited to, if you violate these Terms and Conditions or Terms of Use) or for no reason at all. While Asraya’s preferred course of action is to advise you of your inappropriate behavior and recommend any necessary corrective action, Asraya does not represent that it will, nor is it required to, either actively monitor such behavior or to provide such notice to you. Asraya’s right to terminate your access is in addition to all other legal or equitable remedies available to Asraya hereunder, which rights are fully and expressly reserved by Asraya. Upon termination of your membership for any reason, you shall cease to use or further access this Site or Circle App, and shall be liable for any unauthorized attempts to access those platforms via any means.
2.6 Proprietary Materials Agreement.
(a) You understand that all concepts, information and materials on the Site and the Circle App (including without limitation trademarks, logos, graphics and images) (the “Materials”) are the proprietary property of Asraya and are protected by copyright, trade secret, and other applicable laws. Any content (whether images, text, video, audio or other information or materials) that any User of the Site or Circle App provides to Asraya (the “Submissions”) are not considered part of the Materials, but are subject to the restrictions set forth below. You acknowledge that the Materials constitute commercially valuable, proprietary, confidential property of Asraya, the design and development of which required the investment of substantial effort, time, and money and reflect, in part, the credibility and “good will” of Asraya.
(b) You have the limited right to display the Materials only on your personal computer, and to copy and download the Materials provided that: (1) any copyright and trademark notices appearing on such Materials are also displayed, copied or downloaded as part of the Materials, and are not removed, moved, or obscured, and (2) such display, copy, or download is solely for your personal informational use. This limited right to access, display, and use the Site or Circle App terminates automatically, without notice to you, if you breach any of these Terms and Conditions or Terms of Use.
(c) You acknowledge and agree that you have no right to modify, edit, alter or enhance any of the Materials in any manner. The Materials may not be distributed, transmitted, or broadcast in any manner, or for any purpose, unless expressly authorized to do so by Asraya, in advance, and in writing.
(d) You agree not to use the Materials in any way that would compromise the proprietary nature of the Materials. Without limiting all of the foregoing, you agree not to deliver the Materials themselves, either reproduced or modified, or anything derived from the Materials, either orally or in writing, as part of any seminar, training program, workshop, consulting, or similar business activity which you make available to your clients or to others, except with the prior written permission of Asraya. You also agree that the Materials and the Site itself and/or the Circle App, will not be used for any commercial purpose whatsoever without written authorization from Asraya.
(e) Unless expressly indicated otherwise herein by Asraya, even if you have previously obtained Asraya’s written permission to use any Materials or Submissions, you must obtain such written consent each time before again using any Materials or Submissions from the Site or Circle App.
(f) Except as expressly stated herein, you acknowledge that you have no right, title, or interest of any kind on any legal basis in or to the Materials or the Submissions of any party.
(g) Upon termination of this limited license, you agree to immediately destroy any downloaded and/or printed Materials that you may have in your possession or control
3.0 Confidential Information Agreement. “Confidential Information” means any and all information and know-how that may from time to time be disclosed to the member through its membership or which otherwise becomes known to the member during the course of its membership, whether orally, in writing, digitally, in the form of machine readable code or embodied in hardware or any other physical medium which relates to the business, including but not limited to Asraya’s business plan, data, know-how, designs, illustrations, drawings, photographs, illustrations, notes, memoranda, terms of business, financial information, financial projections, financial records, customers and suppliers, sales and marketing information, spreadsheets, specifications, technical information and computer software. The disclosure of Confidential Information to the member shall not be construed as (i) requiring the member to disclose or accept Confidential Information, (ii) permitting the member to use or sell the Confidential Information or products derived therefrom, or (iii) granting to member any rights by license or otherwise, express or implied, under any patent, copyright, trademark, trade secret or other intellectual property right now or hereafter obtained or licensable by the meber, or (iv) a representation or warranty as to the accuracy or completeness of the Confidential Information.
4.0 Intellectual Property Agreement. “Intellectual Property” means (i) patents, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, moral rights, database rights and know-how; (ii) all other intellectual property and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights. The member acknowledges that all Intellectual Property member has access to or is exposed to during the course of his/her membership in Asraya, including any Confidential Information, whether contained on the Site or Circle App vests solely in and is the sole property of Araya. The Member further acknowledges that he/she shall have no rights in respect of the copyright, trade marks (registered or unregistered) or the other Intellectual Property or Confidential Information by virtue of a disclosure thereof or exposure to it by and through his/her membership in Asraya, whether contained on the Site or Circle App or not.
5.0 No Promise of Value or Return on Investment. Asraya specifically disclaims any promise of value or return on your investment with your Asraya membership. Any digital currency, cryptocurrency, stable coin, token, non-fungible token, or alternative cryptocurrency that you are gifted, awarded, or that you may purchase by and through or as a result of your membership in Asraya has no promise or guarantee that it will grow in, retain, or even have monetary value outside of the intrinsic or personal value of that item.
5.1 No Financial or Investment Advice. Asraya is not a registered investment, legal or tax advisor or a broker/dealer. Asraya offers no advice regarding the nature, potential value, or suitability of any particular digital currency, cryptocurrency, stable coin, token, non-fungible token, or alternative cryptocurrency. Any member should not construe any information displayed, published or provided by Asraya, including on its website or Circle App, as legal tax, investment, financial, or other advice. Any investment/financial information that may be contained on www.asraya.io or circle.
5.2 Risk Statement. The buying, selling, or trading of digital currencies, cryptocurrencies, stable coins, tokens, non-fungible tokens, or any other alternative cryptocurrencies has potential rewards, and also has potential risks involved. Buying, selling, or trading may not be suitable for all people, including you. Anyone wishing to invest should seek his or her own independent financial or professional advice.
6.0 Entire Agreement; Severability; No Unintentional Waiver. These Terms and Conditions and Terms of Use constitute the entire agreement between you and Asraya regarding the use of the Site or Circle App and supersede any prior agreements or understandings between you and Asraya. If any part of these Terms and Conditions or Terms of Use is found to be illegal, invalid or otherwise unenforceable by a court or regulator, then, where required, that part shall be deleted from the Terms and Conditions or Terms of Use and the remaining parts of therein will continue to be enforceable. There are no representations, warranties, terms, conditions, undertakings or collateral agreements express or implied given by Asraya other than as expressly set out in this Agreement.
7.0 No Third-Party Beneficiaries. You acknowledge and agree that the Terms and Conditions and Terms of Use shall in no event be construed as a third-party beneficiary contract, and that it is not intended for the benefit of any person or company whomsoever except the parties hereto.
8.0 Waivers. No failure or delay on the part of the Asraya in exercising any power or right relating to the Terms and Conditions or Terms of Use will operate as a waiver of such power or right. No single or partial exercise of any power or right by Asraya related to the Terms and Conditions or Terms of Use will preclude any further or other exercise of such power or right.
9.0 Assignment. Asraya may assign any or all of its rights and obligations hereunder to any party without the prior consent of or notice to you.
10.0 Governing Law, Jurisdiction, and Venue. Any dispute, controversy or claim shall be governed by and be construed in accordance with the laws of the United States and the laws of Delaware applicable therein. You and Asraya consent to the exclusive jurisdiction of the courts of the State of Delaware, with venue being in Kent County. Both you and Asraya waive any objection to jurisdiction and venue of any action instituted against it in the United States, State of Delaware, and agree not to assert any defense based on lack of jurisdiction or venue.
11.0 Dispute Resolution and Waiver of Jury Trial. Any dispute, controversy or claim arising out of or relating to your Asraya membership or use of the Site or Circle App, or any alleged breaches relating thereto, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. There shall be one (1) arbitrator. The place of arbitration shall be Austin, Texas, United States of America. You and Asraya consent to this method of dispute resolution, as well as jurisdiction, and consent to this being a convenient forum for any such claim or dispute, and waive any right to object to either the method or jurisdiction for such claim or dispute, INCLUDING WAIVING ANY RIGHT TO A TRIAL BY JURY. In the event of any dispute, the prevailing party as that term is defined by law, shall be entitled to recover damages plus reasonable costs and attorney’s fees and the decision of the arbitrator shall be final, binding and enforceable in any court.
12.0 Disclaimer of Warranties. As a member of Asraya you acknowledge and agree that Asraya has no liability for any errors or omissions on the Site or Circle App, including in the Materials and Submissions, whether provided by Asraya or third-parties. You further acknowledge and agree that Asraya makes no warranty or representation of any kind as to the availability of the Site and Circle App or any portion thereof, that the Site and Circle App or portions thereof may be inaccessible for various time periods (whether due to internet service provider disruptions or otherwise), and that Asraya shall have no liability for any unavailability of or inaccuracy in the Site or Circle App or the Materials. Member agrees to bear all risk associated with any content that accessed on the Site or Circle App. The member accessing any content made available by or through Asraya and third-parties is subject to your agreement to this provision and the Terms and Conditions and Terms of Use.
13.0 Limitation of Liability. WHILE ASRAYA HAS TAKEN EVERY CARE IN CULTIVATING ITS WEBSITE AND CIRCLE APP, YOU ACKNOWLEDGE THAT THE INFORMATION CONTAINED ON THE SITE OR CIRCLE APP DOES NOT PURPORT TO OFFER ANY MEDICAL, LEGAL, PSYCHOLOGICAL, THERAPEUTIC, RELIGIOUS, OR OTHER PROFESSIONAL ADVICE TO USERS. PLEASE SEEK THE ADVICE OF COUNSELING PROFESSIONALS (PHYSICIANS, THERAPISTS, CLERGY, QUALIFIED BUSINESS ADVISORS, LAWYERS, FINANCIAL ACCOUNTANTS, ETC.), AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINIONS, ADVICE, OR OTHER CONTENT.
THE ASRAYA SITE AND CIRCLE APP AND ALL CONTENT AND SERVICES ARE PROVIDED FOR INFORMATION PURPOSES ONLY, AND ALL CONTENT AND SERVICES PROVIDED THROUGH IT ARE PROVIDED “AS IS” WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY LAW, ASRAYA DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF ITS SERVICES. ASRAYA DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH THE SITE OR CIRCLE APP OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SITE OR CIRCLE APP, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SITE OR CIRCLE APP OR THROUGH ANY LINKS PROVIDED IN THE SITE OR CIRCLE APP. ASRAYA SIMILARLY DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SITE OR CIRCLE APP.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ASRAYA’S PRODUCTS AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ASRAYA SHALL NOT BE LIABLE TO ANY MEMBER ON ACCOUNT OF MEMBER’S USE OR MISUSE OF AND/OR RELIANCE ON ASRAYA MATERIALS AND/OR THE SITE OR CIRCLE APP, OR ITS ASSOCIATED PRODUCTS AND SERVICES. MEMBER EXPRESSLY AGREES THAT SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF ASRAYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON ASRAYA MATERIALS AND/OR THE SITE OR CIRCLE APP, PRODUCTS OR SERVICES, FROM INABILITY TO USE THE SITE OR CIRCLE APP, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR CIRCLE APP OR DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ON THIS SITE OR CIRCLE APP OR RECEIVED THROUGH ANY LINKS PROVIDED ON THIS SITE OR CIRCLE APP, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THIS SITE OR CIRCLE APP, OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES.
14.0 Indemnities. As a member of Asraya, including by using Asraya’s website or Circle App, you agree to indemnify and defend Asraya, and any parents, subsidiaries, affiliates, directors, managers, officers, consultants, employees and agents, and hold them all harmless from any and all claims and expenses, including attorney’s fees, arising from your Asraya membership or use of the Site or Circle App.
15.0 Questions or Comments. If you have questions, comments, or notices about your Asraya membership, the Asraya Site, or these Terms and Conditions or Terms of Use, please email Asraya at forma.
