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terms and conditions

Modified: April 29, 2024

DISCLAIMER: THE VALUE OFNFTS AND DIGITAL REWARDS ARE DERIVED FROM SUPPLY AND DEMAND IN THE GLOBALMARKETPLACE, WHICH CAN RISE OR FALL INDEPENDENT OF ANY GOVERNMENT CURRENCY.HOLDING NFTS AND DIGITAL REWARDS CARRIES EXCHANGE RATE AND OTHER TYPES OF RISK.THE VALUE OF NFTS AND DIGITAL REWARDS MAY BE DERIVED FROM THE CONTINUEDWILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE TRADITIONAL GOVERNMENT CURRENCYFOR DIGITAL REWARDS, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTALLOSS OF VALUE OF A PARTICULAR DIGITAL REWARD SHOULD THE MARKET DISAPPEAR. THEVOLATILITY AND UNPREDICTABILITY OF THE PRICE AND VALUE OFNFTS AND DIGITALREWARDS, RELATIVE TO GOVERNMENT CURRENCY, MAY RESULT INSIGNIFICANT LOSS OVER ASHORT PERIOD OF TIME. GALVAN  DOES NOTAND CANNOT GUARANTEE OR WARRANT THE VALUE OF ANY NFT, DIGITAL REWARD ORBLOCKCHAIN, INCLUDING THE IZE BLOCKCHAIN AND IZE REWARD, AND EXPLICITLY WARNSTHE USER THAT THERE IS NO REASON TO BELIEVE THAT ANY NFT, DIGITAL REWARD, ORBLOCKCHAIN REWARD WILL INCREASE IN VALUE, AND THAT THEY MAY HOLD NO VALUE,DECREASE IN VALUE, OR ENTIRELY LOSE VALUE.

 

USER AFFIRMS HE/SHE IS OVERTHE AGE OF 18 OR THE LEGAL AGE OF MAJORITY WHERE THE USER RESIDES IF THATJURISDICTION HAS AN OLDER AGE OF MAJORITY, AS THE GALVAN  APP AND GALVAN  SERVICES ARE NOT INTENDED FOR CHILDREN UNDERAGE 18 OR THOSE THAT HAVE NOT REACHED THE AGE OF MAJORITY.  

 

 

These Terms andConditions constitute the User Agreement and Terms of Service (hereafter the“Terms & Conditions”) between galvan.health (referred to as “Galvan” or the“Site” and defined below) and any person, customer, or entity (referred to asthe “User”) utilizing the Site, IZE Blockchain, and any products, features andservices provided thereon (“Galvan Services”). These Terms & Conditions donot create any agency, partnership, or joint venture between Galvan and User.By signing up for an account through Galvan or any associated websites, APIs,or mobile applications, the User has read and consents to the Terms &Conditions. The User also agrees to Galvan’s Privacy Policy. These Terms &Conditions may be amended and updated from time to time at the sole discretionof Galvan. Revised versions will be considered effective as of the date andtime posted on the Galvan Site.

 

1 – Galvan Services

Galvan is a decentralizeddistributed application on a blockchain network, using smart contracts (each a“Smart Contract”) to enable its Users to own, buy, sell, transfer, and shareunique digital rewards that can be visualized on the Galvan site through theGalvan App.

1.1 Galvan Node. The Galvan Node is a computer softwareand/or hardware system connected to the IZE Blockchain. The Galvan Nodesupports blockchain work by maintaining the cryptography and confirmingtransactions on the IZE Blockchain (“Galvan Node Verification”) “TheGalvan node supports the blockchain by maintaining the cryptography, confirmingtransactions, and performing other functions for the IZE Blockchain”. It isforeseeable that at the option of the User, the Galvan Node may berecommissioned by the User to support other blockchains or other technologies. Used herein, “Galvan Node” may represent either the node itself or alicense the User obtains to run the node. The Galvan Nodes when combined formthe “Galvan Node Network.” Owners of Galvan Nodes can earnIZE Digital Rewards by operating their nodes in accordance with automatedalgorithmically driven Smart Contracts conforming with provisions of adistributed governance framework (“DGF”) set forth and initiated in a charterratified by a community of owners of Galvan nodes comprising the Galvan NodeNetwork and corresponding to the IZE Blockchain.

 

1.2 IZE Blockchain. The IZE Blockchainallows each user to store digital rewards, and other attributes on the IZEBlockchain public ledger that allows for decentralized, immutable record ofownership. When a user purchases, earns, or receives any digital reward throughthe Smart Contract process, the User owns completely and outright the digitalreward.

1.3 IZE Reward. Each User of any service on the IZE Blockchain andassociated Galvan Node may be able to earn the IZE Reward. IZE is notavailable for purchase from Galvan.  IZE is a digital reward earnedin exchange for work and action on the Galvan network.  IZE is designed tohave utility on the Galvan platform for the purchase of Galvan products andservices.  IZE is not an investment product and may never have any value. Galvan node owners should not expect to recognize any value from IZEother than its utility with Galvan.  Galvan does not anticipate IZE’svalue correlating with Galvan’s business activities.

1.4 Galvan App

1.4.1 Galvan will provideeach User with a Galvan App. Galvan will never take custody or control over anydigital rewards stored in a User’s Galvan App. The Galvan App does not store,send or receive any NFT or digital reward, but such transactions occur directlyon the IZE Blockchain or other supported blockchains. Instead of the GalvanApp, the User may use any compatible digital app or wallet provided by a third-partycompany that safely connects to the IZE Blockchain. A User may be able to usethe Galvan App or other compatible wallet to send and receive digital rewardswith other users of the IZE Blockchain. Galvan does not offer any User theability to exchange one form of currency for any other form of currency (fiator digital). Galvan App is not a custodian, exchange or money transmitter.

1.4.2 When a User createsa Galvan App, the IZE Blockchain software generates a cryptographic private keyand public key pair that the User must use to send and receive any digitalreward supported on the IZE Blockchain. The User is solely responsible forstoring and keeping secret, outside of Galvan’s Services, a backup of anyUser’s Galvan App credentials, private key(s), passwords, and transactioninformation that the User maintains in the Galvan App or otherwise with theGalvan Services. If the User does not backup the Galvan App, the User may notbe able to access the IZE in the event that Galvan discontinues some or all ofthe Galvan Services. Any digital reward a User has stored within its Galvan Appmay become inaccessible if the User does not know or keep secret its Galvan Appkeys and passwords. Galvan does not receive or store a User’s app passwords,PIN, keys, network addresses or transaction history. Galvan cannot assist anyUser with app password or key retrieval. Any third party with knowledge of oneor more of a User’s credentials (including, without limitation, a backupphrase, app identifier, password, or keys) can dispose of the digital reward inthe User’s app.

1.4.3 In order for atransaction to be validated on the IZE Blockchain, any Galvan transactionthrough the Galvan App must be confirmed and recorded in the distributed ledgerassociated with the IZE Blockchain. The IZE Blockchain is a decentralized,peer-to-peer network supported by the users of the IZE Blockchain, which is notowned, controlled or operated by Galvan.

1.4.4 Galvan has nocontrol over digital rewards generated through the IZE Blockchain and cannotensure that any transaction details a User submits via the Galvan Services andGalvan App will be confirmed or processed on the IZE Blockchain. The Useragrees and understands that the transaction details submitted by the User viathe Galvan Services and Galvan App may not be completed or may be delayed bythe IZE Blockchain or any supporting blockchain used to process thetransaction. Galvan does not guarantee that the Galvan App can transfer titleor right in any NFT or digital reward, and Galvan makes no warranties of titleof any kind. Once transaction details have been submitted to the IZE Blockchain,Galvan cannot assist the User to cancel or otherwise modify such transaction ordetails.

1.4.5 In the event of afork of the IZE Blockchain or any other supported blockchain, Galvan may not beable to support the User’s activity related to Galvan or any other supportedNFT or reward. The User agrees and understands that in the event of a fork ofthe IZE Blockchain, any transaction associated with the Galvan App or GalvanServices may not be completed, may be partially completed, incorrectlycompleted, or substantially delayed. Galvan is not responsible for any lossincurred by any User caused in whole or in part, directly or indirectly, by afork of the IZE Blockchain.

1.4.6 Galvan does notcurrently charge a fee for the Galvan App, receiving, sending, or storingGalvan. However, Galvan reserves the right to do so in the future, and in suchcase any applicable fees will be displayed prior to the User incurring such fee.Notwithstanding, the IZE Blockchain may have Blockchain Transaction Feesrequired to transact digital reward transactions through the IZE Blockchain.Galvan may attempt to calculate for the User any Blockchain Transactions Fees,though such calculation may be inaccurate or excessive. The User may select agreater or lesser fee, and the User is solely responsible for paying anyBlockchain Transaction Fees required on the IZE Blockchain. Galvan will neitheradvance nor fund any Blockchain Transaction Fee on any User’s behalf, nor beresponsible for any excess or insufficient fee calculation.

1.4.7 The User shall beresponsible for all activities that occur through the Galvan App and acceptsall risks of any authorized or unauthorized access to the Galvan App, to themaximum extent permitted by law. The User represents and warrants that the Useris familiar with and accepts the risks associated with digital apps and privatekeys, including the risks described herein.

1.4.8  From time totime, there may be programs in place to allow User to receive a reward, in theform of IZE Reward, NFT, or otherwise, based on actions taken by the User,whether it be by referral or other program in place at the time (“AdditionalRewards”).  User understands that Galvan makes no representations orwarrants regarding the Additional Rewards. Notwithstanding or limiting theforegoing, Galvan further makes no representations or warrants surrounding theoperation of any Galvan Services or that said Galvan Services/AdditionalRewards will be error-free or uninterrupted. The user accepts the soleresponsibility for taking any and all actions to obtain any Additional Rewardsand holds Galvan harmless for any opportunity cost or losses that occur as aresult of the non-receipt of anticipated Additional Rewards, monetary orotherwise.
1.4.9 By participating in a challenge on the Galvan app, you acknowledgeand agree that your name and certain personal information may be shared andmade visible to other participants. This information may include but is notlimited to, your name, profile picture, and any other details you provideduring the challenge. Please note that while Galvan takes reasonable measuresto protect your privacy and data, we cannot guarantee the actions or behaviorof other participants with access to this shared information. It is importantto exercise caution and use discretion when interacting with other participantswithin the challenge. You are responsible for ensuring that any personalinformation you choose to share during the challenge is done so at your owndiscretion and in compliance with applicable privacy laws and regulations.Galvan shall not be held liable for any misuse or unauthorized disclosure ofyour personal information by other participants. By continuing to participatein the challenge, you indicate your understanding and acceptance of the termsregarding the sharing and visibility of your personal information.


2 — PAYMENT TERMS

2.1 Annual License and MonthlyService Fees.
The User shall pay a one-time Galvan Node license fee and may be chargedmonthly service fee(s) for Galvan Services. Galvan or any of its affiliates orthird parties may be the party that sells the software or hardware for anyGalvan Node.

2.2 Software License.

The User may be requiredto enter into a software license agreement with Galvan or any third party forthe use of any required software for each Galvan Node. The User shall pay allassociated software license fees.

2.3 Equipment Purchase.

The User may enter intoan equipment purchase agreement with a third party as it relates to thepurchase of any hardware for a Galvan Node. The User is not required topurchase such hardware, but may use any equipment technology (e.g. computer,GPU, cell phone, or other technology) that can provide the necessary computinghash rate and appropriately and safely access and connect to the IZE Blockchain.

2.4 Maintenance and HostingFees.

Galvan does not maintainor host any Galvan Node but may refer the User to one or more third-partyhosting companies that may or may not be affiliated with Galvan. If the Userelects and is part of a separate hosting agreement, the User may be required topay certain data center operations, maintenance and power fees (“MaintenanceFees”). These Maintenance Fees may be deducted from the User’s digital rewardsor IZE Reward with the consent of Galvan, at Galvan’s discretion.

2.5 Blockchain TransactionFees.

The delivery and receiptof any of the User’s digital rewards through the Galvan App may be subject tonetwork or transaction fees charged by the blockchain associated with theUser-selected algorithm (“Blockchain Transaction Fees”), which are non-refundable.Blockchain Transaction Fees are paid to emit, record, verify, and process atransaction on the blockchain. Any withdrawal or transfer of the User’s digitalrewards may be subject to Blockchain Transaction Fees.

2.6 Other Third-Party Fees.

Certain digital apps, appaddresses, tools, and third-party software and devices (“Third-Party Fees”)used by the User may also charge the User a fee, including a per transaction ortransfer fee, which are non-refundable. The User is responsible for satisfyingany such fee(s). The User should note that any such fees may significantlyreduce the User’s rewards and therefore the User is responsible for managingthe selection, use, rate and frequency of their receipt of rewards to any suchThird-Party Fees.

2.7 Taxes.

The User is responsiblefor any taxes, and the User will pay for Galvan Services without any reductionfor taxes. If the User is required by law to withhold any taxes from itspayments to Galvan, the User must provide Galvan with an official tax receipt orother qualified documentation to support such withholding, including valueadded tax (“VAT”), if applicable. The User will be liable to pay (or reimburseGalvan) for any taxes, interest, penalties or fines which may arise from anymis-declaration made by the User. The User shall pay Galvan for all taxes andgovernmental fees Galvan is required to collect or pay upon sale or delivery ofGalvan Services.

POTENTIAL USERS OF NFTS,DIGITAL REWARDS, INCLUDING BUT NOT LIMITED TO BITCOIN, ARE FOREWARNED OFPOSSIBLE FINANCIAL LOSS AT THE TIME SUCH REWARDS ARE EXCHANGED FOR FIATCURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGERATE AT THE TIME OF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULDCONSULT A TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THEPURCHASE, SALE, TRADE, OR OTHER USE OF DIGITAL REWARDS. USER IS SOLELYRESPONSIBLE FOR THE PAYMENT OF ANY APPLICABLE TAXES ASSOCIATED WITH THEPURCHASE, SALE, TRADE, OR OTHER USE OF NFTS, OR DIGITAL REWARDS.

 

3 — USER OBLIGATIONS

3.1 Software and EquipmentAllocation.

The User is responsiblefor the allocation of the User’s software and equipment and selectedoptimization strategies and decisions. The User acknowledges that Galvan is notresponsible for the selection or timing of blockchain protocols, nor is Galvanresponsible for the protocols selected for use in connection with GalvanServices. The User is solely responsible for these decisions. The Useracknowledges that the node transactions on any blockchain may vary and will notbe uniform across each Galvan Node. The User acknowledges that the difficultyof mining may vary and will likely increase over time.

3.2 Log-in Credentials.

The User represents andwarrants that the User is responsible for the preservation of confidentialityof the User’s login credentials on the Galvan App and any other login for theGalvan Services. Login credentials generated for the User by Galvan are for theUser’s internal use only and the User is strictly prohibited from selling,transferring, or sub-licensing them to any other entity or person.

 

3.3 Blockchain Network Risk.

The User represents andwarrants that the User accepts the risks of blockchain protocol and network,including instability, congestion, high transaction costs, network latency,information security, regulatory risk, and technological and operational error.The User understands these risks may result in delay or failure to processtransactions, failure to generate hash rate, and potentially high BlockchainTransaction Fees or Third-Party Fees. The User represents and agrees thatGalvan is not responsible for any diminished Galvan Services, related features,or capabilities resulting from blockchain network risk. In the event of amaterial increase or decrease to Blockchain Transaction Fees, Third Party Fees,or operational degradation, congestion, failure or other disruption of theblockchain network used by the User, Galvan may, at its sole discretion andupon notice to the User, make any adjustments to the Galvan Services.

3.4 Blockchain ModificationRisk.

The User represents andwarrants that the User is familiar with and accepts the risks associated withblockchain development and code changes. Blockchain technologies are stillunder development and may undergo significant changes over time. Blockchain contributorsmay make changes to features and specifications of the algorithm selected bythe User and may fork the IZE Blockchain protocol. Such changes may include orresult in the elimination or support for specific algorithms and applications.

3.5 Consensus ProtocolReplacement Risk

In addition to blockchainmodification risk, blockchain contributors may also modify the cryptographicverification process such that the blockchains can no longer be verifiedthrough Galvan Node Verification and instead adopt other methodologies likeProof-of-Work or Proof-of-Stake. The User accepts and acknowledges such riskand shall allocate the User’s Galvan Node to other available blockchains andmining processes that utilize Galvan Node Verification or a similar process.The User further acknowledges that certain blockchain algorithms have noalternative blockchain applications that support Galvan Node Verification andany such IZE earned from Galvan Node Verification may be lost or destroyed.

3.6 Trade Compliance.

User shall comply withall applicable import, re-import, sanctions, anti-boycott, export, andre-export control laws and regulations, including all such laws and regulationsthat apply to European Union and U.S. companies, such as the ExportAdministration Regulations, the International Traffic in Arms Regulations, andeconomic sanctions programs implemented by the Office of Foreign Assets Controland the European Union’s Common Foreign and Security Policy (collectively,“Trade Sanctions Laws”). The User represents and warrants that the User and theUser’s financial institutions, or any party that owns or controls the User orthe User’s financial institutions, are not subject to sanctions or otherwisedesignated on any list of prohibited or restricted parties, including but notlimited to the lists maintained by the United Nations Security Council, theU.S. Government (e.g., the Specially Designated Nationals List and Foreign asEvaders List of the U.S. Department of Treasury, and the Entity List of the U.S.Department of Commerce), the European Union or its Member States, or otherapplicable government authority.  Further, User represents and warrantsthat it is currently in compliance with and shall at all times during the termof this agreement remain in compliance with the regulations of the UnitedStates Office of Foreign Assets Control (“OFAC”), including those named onFFAC’s Specially Designated and Blocked Persons List, and any statute,executive order (including the September 24, 2001, Executive Order BlockingProperty and Prohibiting Transactions with Persons who Commit, Threaten toCommit or Support Terrorism), or other governmental action relating thereto.Specifically, User shall not engage in business, sell to, or form a businessrelationship on behalf of others or for itself with any individual or countryin contravention or violation of the aforementioned rules, laws, andregulations. The User warrants that it is not named on any OFAC Blocked PersonsList or resides in any country or territory sanctioned by OFAC. The User shallindemnify and hold harmless Galvan against and from any claim, loss, damage orexpense (including attorneys’ fees and costs for the underlying investigation)arising from any breach or misrepresentation of this section.

3.7 Anti-Bribery

User Acknowledges thatits activities under this agreement may be subject to United States and otheranti-bribery and corruption legislation around the world (including withoutlimitations, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act). Userwarrants that it has not and undertakes and agrees that it shall not, inconnection with this Agreement, make or promise to make any payment or transferof anything of value, directly, or indirectly, to:

1.    any governmental officialor employee (including employees of government-owned or state-controlledcorporations and employees of public international organizations);

2.    any political party,official or candidate; any intermediary for payment to any of the foregoing; orto any other person or entity if such payment or transfer would violate thelaws of the country in which it is made or the laws of the United States of America.

3.    User acknowledges andagrees that no payments or transfers of value shall be made that have thepurpose or effect of public or commercial bribery, acceptance of oracquiescence in extortion, kickbacks or other unlawful or improper means ofobtaining business or any improper advantage. The User shall indemnify and holdharmless Galvan against and from any claim, loss, damage or expense (includingattorneys’ fees and costs for the underlying investigation) arising from anybreach or misrepresentation of this section.’

 

 

3.8 Ownership Restrictions.

User acknowledges andagrees that Galvan, any developer, or third party contract provider (or, asapplicable, any licensors) own all legal right, title and interest in and toall elements of their respective intellectual property rights therein. The visualinterfaces, graphics (including, without limitation, all art and drawingsassociated with the), design, systems, methods, information, computer code,software, services, “look and feel”, organization, compilation of the content,code, data, and all other elements of any content provided on the Site, GalvanApp, or IZE Blockchain are protected by copyright, trade dress, patent, andtrademark laws, international conventions, other relevant intellectual propertyand proprietary rights, and applicable laws. All such intellectual property arethe property of its owners or licensors, and all trademarks, service marks, andtrade names are proprietary to its owner or licensors. Except as expressly setforth herein, the use of the Galvan Services and Galvan App does not grant Userany ownership of or any other rights with respect to any content, code, data,or other materials that you may access on or through the Galvan App.

3.9 Children.

USER AFFIRMS HE/SHE ISOVER THE AGE OF 18 OR THE LEGAL AGE OF MAJORITY WHERE THE USER RESIDES IF THATJURISDICTION HAS AN OLDER AGE OF MAJORITY, AS THE GALVAN APP AND GALVANSERVICES ARE NOT INTENDED FOR CHILDREN UNDER AGE 18 OR THOSE THAT HAVE NOTREACHED THE AGE OF MAJORITY.

3.10 Responsibility forConduct.

User takes responsibilityfor all activities that occur under its Galvan App and for its use of theGalvan Services, and User accepts all risks of any authorized or unauthorizedaccess to its Galvan App, to the maximum extent permitted by law. User representsand warrants that the User is familiar with and accepts the risks associatedwith digital Apps and private keys, including the risks described herein. Useris solely responsible for its own conduct while accessing or using the GalvanServices or Galvan App, and for any consequences thereof. User agrees to usethe Galvan Services, Galvan App, and IZE Blockchain for purposes that arelegal, proper and in accordance with these Terms and any applicable laws orregulations. By way of example, and not as a limitation, User may not, and maynot allow any third party to: (i) send, upload, distribute or disseminate anyunlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwiseobjectionable content; (ii) distribute viruses, worms, defects, Trojan horses,corrupted files, hoaxes, or any other items of a destructive or deceptivenature; (iii) impersonate another person (via the use of an email address orotherwise); (iv) upload, post, transmit or otherwise make available through theGalvan Services any content that infringes the intellectual proprietary rightsof any party; (v) use the Galvan Services to violate the legal rights (such asrights of privacy and publicity) of others; (vi) engage in, promote, orencourage illegal activity (including, without limitation, money laundering);(vii) interfere with other users’ enjoyment of the Galvan App or IZE Blockchain;(viii) exploit the Galvan Services for any unauthorized commercial purpose;(ix) modify, adapt, translate, or reverse engineer any portion of the GalvanServices; (x) remove any copyright, trademark or other proprietary rightsnotices contained in or on the Galvan App or IZE Blockchain or any part of it;(xi) reformat or frame any portion of the Galvan App; (xii) display any contenton the Galvan App or IZE Blockchain that contains any hate-related or violentcontent or contains any other material, products or services that violate orencourage conduct that would violate any criminal laws, any other applicablelaws, or any third party rights; (xiii) use any robot, spider, sitesearch/retrieval application, or other device to retrieve or index any portionof the Galvan App or the content posted on the Galvan App, or to collectinformation about its users for any unauthorized purpose; or (xiv) create useraccounts by automated means or under false or fraudulent pretenses. The Usershall indemnify and hold harmless Galvan against and from any claim, loss,damage or expense (including attorneys’ fees and costs for the underlyinginvestigation) arising from any breach or misrepresentation of this section.User is solely responsible for all financial charges and legal liability thathe or she may incur.

3.11 Representations Made ByUser.

User acknowledges andagrees that the Galvan Services, including but not limited to the Galvan Node,ARE NOT being sold as an investment by or of Galvan.  THE USER UNDERSTANDSTHAT ANY REPRESENTATIONS MADE BY THE USER AT ANY TIME THAT ANY OF THE GALVANSERVICES ARE AN INVESTMENT IN GALVAN (OR OTHERWISE, INCLUDING, BUT NOT LIMITEDTO, IN GENERAL) TO OTHERS IN A DIRECT ATTEMPT TO MARKET GALVAN SERVICES INCOORDINATION WITH SUPPLYING USER’S REFERRAL LINK IS A DIRECT BREACH OF THETERMS & CONDITIONS. A determination of same will be made at the solediscretion of Galvan.

3.12  GALVAN NODEREPRESENTATIONS

‍GALVAN (THE COMPANY) and the User recognize that theSOLE AND ONLY purpose of the GALVAN Node is to support the GALVAN NodeNetwork and facilitation validation of transactions on the IZE Blockchain.Nothing contained in this Agreement, exhibit to this Agreement, or anyrepresentation made outside of this Agreement, conveys on the User anyownership interests in GALVAN (THE COMPANY) or its subsidiaries, or interestsotherwise in GALVAN (THE COMPANY) (including, but not limited to voting rightsin the GALVAN Node Network), nor any expectation of profits from the efforts ofGALVAN (THE COMPANY) or its principals or subsidiaries. The User understandsthat while it may from time to time receive rewards in line with thedistribution protocol set forth by the charter authorizing the distributedgovernance framework (DGF) of the GALVAN Node Network (“Distribution Rewards”)(subject to change), said reward is solely earned because of and as a directresult of work accomplished and performed by the User (e.g., work done by the GALVANNode). The User recognizes that should the User never actually operate the GALVANNode, the User will receive no rewards.  GALVAN(THE COMPANY) has no control of the protocol and method in which rewards aredistributed in accordance with work performed by the GALVAN Node. It isanticipated that the GALVAN Node will be able to be sold or transferred in thefuture, potentially as NFTs, however, GALVAN (THE COMPANY) cannot and does notwarrant or represent that the resale value of the GALVAN Nodes will be higherthan the purchase price should this event occur, nor that it will be legallypossible to do so. Further, GALVAN (THE COMPANY) cannot and does not warrant orrepresent that there will ever be a resale value or capability of the GALVANNode.

 

4 — TERMINATION

4.1 General.

Galvan may suspend orterminate the User’s right to access or use Galvan Services immediately andwithout notice if: (i) Galvan determines the User’s use of the Galvan Servicesposes a security risk to Galvan Services or any third party, could adversely impactGalvan, Galvan Services, IZE Blockchain or any other Galvan users, or couldsubject Galvan, its affiliates, or any third party to liability, or could befraudulent; (ii) the User is in breach of these Terms & Conditions; (iii)the User initiated a chargeback or dispute with respect to any payment orpurchase of the Galvan Services; or (iv) the User has ceased to operate in theordinary course, made an assignment for the benefit of creditors or similardisposition assets, or become the subject of any bankruptcy, reorganization,liquidation, dissolution or similar proceeding.

4.2 Effect of Suspension.

If Galvan suspends theUser’s right to access or use any portion or all of the Galvan Services, theUser shall remain responsible for all fees and charges the User incurs duringthe period of suspension, including any Maintenance Fees and Blockchain TransactionFees; and the User may be in violation of the User’s hosting agreement or theblockchain protocols, which may prevent or limit the User’s entitlement oraccess to any results or rewards that may have occurred during the User’ssuspension of the Galvan Services. User agrees to pay any fee charged by Galvanto reconnect the Galvan Services.

4.3 Effect of Termination.

If Galvan terminates theUser’s right to access or use any portion or all of the Galvan Services, thenall of the User’s rights under these Terms & Conditions immediatelyterminate and the User shall remain responsible for all fees owed to Galvan incurredthrough the termination date.

 

 

 

5 — DECENTRALIZED GOVERNANCE

5.1 Decentralized AdvisoryBoard. The IZE Blockchain may have a decentralized advisory board.

5.2 Consensus (Validator)Nodes. TheIZE Blockchain has consensus Validator nodes, which are the Galvan Nodes thatapprove and validate transactions and contribute to the security and stabilityof the network. Any User that owns a Galvan Node involved in the consensusprotocol may be rewarded from the IZE Blockchain and be able to chargeBlockchain Transaction Fees.

5.3 Community and DecentralizedInnovation. The IZE Blockchain invites any person or entity throughoutthe world to contribute to the IZE Blockchain, including coders, applicationdevelopers, marketers, advertisers, and service and maintenance providers.Accepted amendments, updates, and innovation from individuals or groups of the IZEBlockchain community may be rewarded from the IZE Blockchain rewards.

 

‍5.4 Changes toGALVAN Node Network

‍GALVAN (THE COMPANY) andUser recognize that from time to time amendments will be made to the GALVANNode Network distributed governance framework (DGF). GALVAN (THE COMPANY) andUser both specifically agree that GALVAN (THE COMPANY) may, in the future,present the GALVAN Node Network with proposed amendments (the “ProposedAmendments”) that the Node Network will then vote on whether to implement ornot (the “Governance Vote”). The User understands that the Proposed Amendmentswill be made at the discretion of GALVAN (THE COMPANY), and GALVAN (THECOMPANY) owes the User no duty or obligation to make proposals in User’s bestinterests. The User specifically understands that there may come a time when GALVAN(THE COMPANY) proposes an amendment that is (i) not in or(ii) in directopposition to the User’s best interests, financial or otherwise (including, butnot limited to a change in the distribution protocol), and the User has nolegal recourse against GALVAN (THE COMPANY) should any Proposed Amendment beapproved and implemented through the Governance Vote.  The User’s only recourse is to vote againstsaid Proposed Amendment. GALVAN (THE COMPANY) and the User both agree that onesuch Proposed Amendment maybe to change the specifications, including, but notlimited to the internet connection, Random Access Memory, Central ProcessingUnit requirements, extra space, and any other requirements needed to run the GALVANNodes (the “Specifications”).  GALVAN(THE COMPANY) and User further agree that while the Specifications may beminimal on the effective date of this Agreement, this is subject to changethrough the Proposed Amendment and the Governance Vote. GALVAN (THE COMPANY)does not and cannot represent or covenant that any rewards earned (financial orotherwise) for running a GALVAN Node are not subject to change.

 

 

 

6 — PUBLICITY

The User is permitted tostate publicly that it is a customer or user of Galvan, consistent with anyTrademark Guidelines which may be adopted by Galvan from time to time. The Useragrees to abide by the Privacy Policy and Code of Conduct of Galvan.

 

7 — REPRESENTATIONS AND WARRANTIES

Each User represents andwarrants that: (i) it has full power and authority to enter into these Terms& Conditions; and (ii) it will comply with all laws and regulationsapplicable to its provision or use of Galvan Services.

 

8 — DISCLOSURES & RISKS

8.1 Notification. Galvan notifieseach User of certain disclosures and risks associated with blockchain NFT anddigital rewards and their associated technology and protocols. Galvan Servicesare not an investment product, and no action, notice, communication by any means,or omission by Galvan shall be understood or interpreted as such. Galvan has noinfluence whatsoever on the IZE Blockchain, the transactions and consensusprotocols, or the NFTs or digital rewards, including the IZE Reward. Ownershipof a Galvan App or Node or the use of Galvan Services does not represent orconstitute any ownership right or stake, share or security, debt or equivalentright, or any right to receive any future revenue or form of participation inor relating to any blockchain or digital reward, including the IZE Blockchainor IZE Reward.

8.2 Digital Rewards. Digital rewards arenot considered legal tender, are not issued or backed by any government, andhave fewer regulatory protections than traditional currency. Moreover, digitalrewards are not insured against theft or loss by any insurance corporation orany investor protection, including the Federal Deposit Insurance Corporation orthe Securities Investor Protection Corporation.

8.3 Market Risk. The value of NFTsand digital rewards are derived from supply and demand in the globalmarketplace, which can rise or fall independent of any government currency.Holding NFTs and digital rewards carries exchange rate and other types of risk.The value of NFTs and digital rewards may be derived from the continuedwillingness of market participants to exchange traditional government currencyfor digital rewards, which may result in the potential for permanent and totalloss of value of a particular digital reward should the market disappear. Thevolatility and unpredictability of the price and value of NFTs and digitalrewards, relative to government currency, may result in significant loss over ashort period of time. Galvan cannot guarantee or warrant the value of any NFT,digital reward or blockchain, including the IZE Blockchain and IZE Reward, andexplicitly warns the User that that there is no reason to believe that any NFT,digital reward, or blockchain reward will increase in value, and that they mayhold no value, decrease in value, or entirely lose value.

8.4 Regulatory Risk. Legislative andregulatory changes or actions at the state, federal, or international level mayadversely affect the use, transfer, exchange, and value of virtual NFTs,digital rewards, and blockchain rewards. The regulatory status of digital assetsand blockchain technology is unclear or unsettled in many jurisdictions. It isdifficult to predict how or whether governmental authorities will regulate suchtechnologies. It is likewise difficult to predict how or whether anygovernmental authority may make changes to existing laws, regulations and/orrules that will affect digital assets, blockchain technology and itsapplications. Such changes could negatively impactthe Galvan Services in various ways, including, for example, througha determination that any of the above are regulated financialinstruments that require registration. Galvan may cease anydistribution of any of the above, the development ofthe Galvan platform or cease operations in a jurisdiction in theevent that governmental actions make it unlawful or commercially undesirable tocontinue to do so. The industry in which Galvan operates is new, andmay be subject to heightened oversight and scrutiny, including investigationsor enforcement actions. There can be no assurance that governmental,quasi-governmental, regulatory or other similar types of (including banking)authorities will not examine the operations of Galvan and/or pursueenforcement actions against Galvan. Such governmental activities may ormay not be the result of targeting Galvan in particular. All of thismay subject Galvan to judgments, settlements, fines or penalties, orcause Galvan to restructure its operations and activities or to ceaseoffering certain products or services, all of which could harm Galvan’sreputation or lead to higher operational costs, which may in turn have amaterial adverse effect on the Galvan Services.

8.5 Technology Risk. Virtual NFT anddigital reward transactions may be irreversible and losses due to fraudulent oraccidental transactions may not be recoverable. Some virtual transactions aredeemed to be made when recorded on a public ledger, which may not necessarilybe the date or time the user initiated the transaction. The nature of suchvirtual transactions may lead to an increased risk of fraud or cyber-attacks.

8.6 Changes to Galvan NodeNetwork.

Galvan and the Userrecognize that from time to time amendments will be made to the GalvanNode Network. Galvan and User both specifically agree that Galvan will,from time to time, present the Galvan Node Network with proposed amendments(the “Proposed Amendments”) that the Node Network will then vote onwhether to implement or not (the “Governance Vote”). The User understands thatthe Proposed Amendments will be made at the discretion of Galvan,and Galvan owes the User no duty or obligation to make proposals inits best interests. The User specifically understands that there may comea time when Galvan proposes an amendment that is not in or in directopposition to the User’s best interests, financial or otherwise (including, butnot limited to a change in the distribution calculation), and the User has nolegal recourse against Galvan should any Proposed Amendment be approvedand implemented through the Governance Vote. The User’s only recourse is tovote against said Proposed Amendment. Galvan and the User both agree thatone such Proposed Amendment may be to change the specifications, including, butnot limited to the internet connection, Random Access Memory,Central Processing Unit requirements, extra space, and any otherrequirements needed to run the Nodes (the “Specifications”). Galvan and Userfurther agree that while the Specifications may be minimal on the effectivedate of this Agreement, this is subject to change through the ProposedAmendment and the Governance Vote. Galvan does not and cannot represent orcovenant that any rewards earned (financial or otherwise) for running a GalvanNode are not subject to change.

 

9 — DISCLAIMER

EXCEPT AS EXPRESSLYPROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, GALVAN, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANYOTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDINGWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE ANDNON-INFRINGEMENT. GALVAN, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLEOR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA,INCLUDING BLOCKCHAIN DATA, NFT AND DIGITAL REWARDS DERIVED, MAINTAINED, ORTRANSMITTED THROUGH USE OF GALVAN SERVICES. THE USER IS SOLELY RESPONSIBLE FORSECURING ITS CUSTOMER DATA AND DIGITAL REWARDS. NEITHER GALVAN, ITS AFFILIATES,NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF GALVAN SERVICES, IZEBLOCKCHAIN, OR ANY OTHER SUPPORTED BLOCKCHAIN WILL BE ERROR-FREE ORUNINTERRUPTED. GALVAN, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE ORLIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM BLOCKCHAIN NETWORKAND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THEINABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALL OR WITHOUT INCURRINGSUBSTANTIAL FEES.

 

10 — LIMITATION OF LIABILITY

10.1 Limitation of IndirectLiability.

THE AGGREGATE LIABILITYOF GALVAN, ITS SUPPLIERS, CONTRACT PARTNERS, AFFILIATES, AND THE LIKE(ALTOGETHER THE “GALVAN PARTIES”) ARISING FROM OR RELATING TO THIS AGREEMENT ORTHE GALVAN SERVICES, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHERCONTRACT, WARRANTY, TORT, STRICT LIABILITY, MALPRACTICE, INDEMNITY, AND/OROTHERWISE, AND WHETHER OR NOT ARISING IN WHOLE OR IN PART FROM THE GALVANPARTIES FAULT, NEGLIGENCE, OR OMMISSIONS, SHALL NOT EXCEED THE AMOUNT PAID BYTHE USER FOR ONE MONTH ACCESS TO THE GALVAN SERVICES MINUS ANY DIGITAL REWARDSGENERATED OR RECEIVED BY THE USER AS A RESULT OF THE USE OF THE GALVANSERVICES. THE GALVAN PARTIES SHALL NOT IN ANY CASE BE LIABLE FOR ANY LOSTOPPORTUNITY COSTS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, ORPUNITIVE DAMAGES, EVEN IF THE GALVAN PARTIES HAVE BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WEREPOSSIBLE. THE GALVAN PARTIES SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANYCLAIM, LIABILITY OR DAMAGES RESULTING FROM OR RELATING TO YOUR USE OF THEGALVAN SERVICES OR ANY RELIANCE THEREON. THE GALVAN PARTIES ARE NOTRESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE GALVAN SERVICES,FAILURE OF THE GALVAN SERVICES TO OPERATE WITHOUT INTERRUPTION, LOSS OF DATA,COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT ORPROGRAM.  THE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, ANDREPRESENTATIVES OF THE GALVAN PARTIES ARE NOT PARTIES TO THIS AGREEMENT ANDSHALL HAVE NO LIABILITY RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER. YOUARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR SUE AND RELIANCE ON THE GREENSERVICES.  YOU ACKNOWELDGE THAT YOU HAVE READ AND UNDERSTAND THISAGREEMENT AND THIS AGREEMENT IS CONDITIONED ON YOUR REPRESENTATION THAT YOUHAVE ACCEPTED AND AGREE TO BE BOUND BY THIS AGREEMENT AND THESE PROVISIONS ANDDISCLAIMERS. THIS LIMITATION OF LIABLITY DOES NOT APPLY TO VIOLATIONS OF THEGALVAN PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR THE USER’S PAYMENT OBLIGATIONS.

 

11 — INDEMNIFICATION

User agrees to indemnifyand hold harmless Galvan, including its affiliates, and Galvan Services fromand against any loss, cost, or expense incurred as a consequence of any breachof warranty or representation hereunder by User.  Additionally, User willdefend, hold harmless, and indemnify Galvan and its affiliates against anysettlement amounts approved by the User and damages and costs finally awardedagainst the User and its affiliates by a court of competent jurisdiction in anyformal legal proceeding filed by an unaffiliated third party before a court orgovernment tribunal (including any appellate proceeding) to the extent arisingfrom the User’s use of Galvan’s Services.

 

12 — Confidential Information

The User may be exposedto Galvan’s (and other affiliated or third party blockchain protocols)Confidential Information. “Confidential Information” means any information, inany form or medium, whether marked confidential or not, disclosed to theContractor under this agreement, including, but not limited to, proprietaryinformation, products, protocols, standards, manuals, services, business plans,customer lists, know-how, trade secrets, intellectual property rights,technical specifications, source code, object code, screen displays, designs,flowcharts, drawings, processes, algorithms, software programs, databases,marketing plans, articles, strategic direction, price lists, financialinformation or projections, notes, memoranda, extracts, summaries, reports,and/or analysis, including any and all derivative works of the aforementioned.Confidential Information shall not include information that is: (a) in thepublic domain, or subsequently becomes in the public domain, other than bybreach of this or another agreement; (b) lawfully disclosed by a third party ona non-confidential basis to User, provided that the third party did notdirectly or indirectly receive the item from Galvan; or (c) independentlydeveloped by the User without access to Galvan’s Confidential Information andall such development efforts can be clearly documented by User.

User acknowledges thatall Confidential Information is and shall continue to be the exclusive propertyof Galvan. User agrees to hold all Confidential Information received fromGalvan in trust and confidence and agrees that such information shall be usedonly for the purposes of this agreement. User shall not disclose, directlyor indirectly, the Confidential Information to any third parties, or otherwiseuse the Confidential Information in a manner detrimental to Galvan. Usershall not make copies of any documents containing Confidential Information ordisassemble, decompile, publicly display, distribute, create derivatives, orreverse engineer any materials, items, or products provided by the Galvan. Userunderstands that all Confidential Information is important, unique, andmaterially affects Galvan’s goodwill and success in conducting its businessactivities, and hereby agrees to indemnify and save harmless Galvan for damagesthat may arise from the unauthorized disclosure of Confidential Information by theUser. This agreement extends to Confidential Information that may have beenpreviously disclosed to Contractor prior to the execution of this Agreement.

User may be exposed toother third parties confidential or proprietary information. User willsafeguard and keep confidential the confidential or proprietary information ofcustomers, vendors, contractors, and other parties with which Galvan does businessto the same extent as if it were Galvan’s Confidential Information and theprohibitions and restrictions herein apply equally to third partiesconfidential and proprietary information received by User pursuant to thisagreement as if it were Galvan’s Confidential Information.

User shall immediatelyinform Galvan, in writing, of any misappropriation, unauthorized use, ordisclosure of Confidential Information and will cooperate in every reasonableway to prevent further disclosure and to obtain possession of themisappropriated Confidential Information.

Upon written request fromGalvan, user shall return to Galvan (or destroy upon the request of the Galvan)all Confidential Information received by User.

12.1. Assignment.

The User will not assignor otherwise transfer the User’s rights and obligations under these Terms &Conditions, without the prior written consent of Galvan, which may beunreasonably withheld. Any assignment or transfer in violation of this section willbe void. At any time and without the need for User’s consent, Galvan may assignany obligation, right and these Terms & Conditions. Subject to theforegoing, these Terms & Conditions will be binding upon, and inure to thebenefit of the parties and their respective permitted successors and assigns.The User may not merge these Terms & Conditions with any other agreementswith which Galvan may be a party.

 

13 — MISCELLANEOUS

13.1. Disputes.

Any dispute, controversy,difference or claim arising out of or relating to these Terms & Conditionsor relating in any way to the User’s use of Galvan Sites or Galvan Services,including the existence, validity, interpretation, performance, breach ortermination thereof or any dispute regarding any contractual or non-contractualobligations arising out of or relating to these Terms & Conditions shall becommenced only in a court in the State of Wyoming (federal or state), and theUser and Galvan each consent to the exclusive subject matter and personaljurisdiction of such Courts. Notwithstanding the foregoing Galvan and theUser agree that Galvan may bring suit in court to enjoin infringement or othermisuse of Galvan’s intellectual property rights. The prevailing party in anycourt action shall be entitled to costs and reasonable attorneys’ fees. CLASSACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT INA PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTEDCLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASSACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’SCLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. CUSTOMER ACKNOWLEDGES THAT, BYAGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THERIGHT TO PARTICIPATE IN A CLASS ACTION.

13.2. Entire Agreement.

These Terms &Conditions and Privacy Policy sets out all the terms agreed between the partiesand supersedes all other agreements between the parties relating to its subjectmatter. In entering into these Terms & Conditions, neither party has reliedon, and neither party will have any right or remedy based on, any statement,representation or warranty (whether made negligently or innocently), exceptthose expressly set out in these Terms & Conditions and Privacy Policy. Theterms may be updated on Galvan sites.

13.3. Force Majeure.

Galvan and its affiliateswill not be liable for any failure or delay in performance of obligation underthese Terms & Conditions where the failures or delay results from any causebeyond reasonable control, including, but not limited to, acts of God, labordisputes or other industrial disturbances, electrical or power outages,utilities or other telecommunications failures, earthquake, storms or otherelements of nature, blockages, embargoes, riots, acts or orders of government,acts of terrorism, or war. Force Majeure events include, but are not limitedto, upgrades to the validation rules of a given blockchain (e.g., a “hard fork”or “soft fork”).

13.4. Governing Law.

Any claim or disputebetween the User and Galvan arising out of or relating to the User’s use ofGalvan sites, Galvan Services, or these Terms & Conditions, in whole or inpart, shall be governed by the laws of the State of Wyoming, USA without respectto its conflict of laws provisions. The 1980 United Nations Conventions onContracts for the International Sale of Goods does not govern these Terms &Conditions.

13.5. Language.

All communications andnotices made or given pursuant to these Terms & Conditions must be in theEnglish language. If we provide a translation of the English language versionof these Terms & Conditions, the English language version will control ifthere is any conflict.

13.6. Notices to the User andGalvan.

Galvan may provide anynotice to the User under these Terms & Conditions by: (i) posting a noticeon Galvan Site; or (ii) sending a message to the email address associated withthe User’s account. Notices provided on Galvan Site will be effective uponposting and notices provided by email will be effective when the email is sent.It is the User’s responsibility to keep the User’s email address current. Togive Galvan notice under these Terms & Conditions, the User must contactGalvan at support@galvan.health. Galvan may update the address for notices byposting on the Galvan Site.

13.7. Severability.

If any portion of theseTerms & Conditions is held to be invalid or unenforceable, the remainingportions will remain in full force and effect.

13.8. No Third-PartyBeneficiaries

These terms of serviceare for the sole benefit of the parties hereto and nothing herein, express orimplied, is intended to or shall confer upon any other person or entity anylegal or equitable right, benefit, or remedy of any nature whatsoever under orby reason of this agreement.

13.9. Relationship

Nothing herein shall beconstrued to create a joint venture or partnership between the parties heretoor an employer/employee or agency relationship. Neither party hereto shall haveany express or implied right or authority to assume or create any obligationson behalf of or in the name of the other party or to bind the other party toany contract, agreement, or undertaking with any third party.

 

Contact Us:

In order to resolve a complaintregarding the Site or to receive further information regarding use of the Site,please contact us at: 

support@galvan.health

Galvan DAO, LLC
680 S Cache St,
Jackson, WY 83001
United States

 

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