Terms and Conditions

These Terms & Conditions ("T&C") are incorporated by reference into the Maintain BNB Purchase Agreement ("Agreement") signed by Client and Ground Up Ventures, LLC ("GUV"). Capitalized terms not defined herein have the meanings given in the Agreement. In the event of a conflict, the Agreement controls.

1.  CONFIDENTIALITY

All Program materials, pricing, business strategies, algorithms, and related information ("Confidential Information") are the exclusive property of GUV. Client agrees to hold all Confidential Information in strict confidence, use it solely for purposes permitted under the Agreement, and not reproduce, distribute, or disclose it to any third party without GUV's prior written consent. This obligation survives expiration or termination of the Agreement.

2.  DISCLAIMER OF WARRANTY

Other than as expressly set forth in the Agreement, GUV makes no warranty regarding any information, services, or products provided in connection with the Program. GUV expressly disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, accuracy, or completeness, to the maximum extent permitted by applicable law.

3.  LIMITATION OF LIABILITY

GUV's total liability to Client for any claim arising under the Agreement or these T&C shall not exceed the total amount paid by Client to GUV. In no event shall GUV be liable for special, incidental, consequential, or punitive damages, even if advised of the possibility thereof. Some states do not permit such limitations, in which case this exclusion may not apply.

4.  INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless GUV and its affiliates, officers, directors, employees, agents, and attorneys from any claim, demand, or expense (including reasonable attorneys' fees) arising from Client's misuse of GUV products or services, violation of the Agreement or these T&C, or breach of any representation or obligation herein.

5.  FORCE MAJEURE

Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control, including acts of God, government action, natural disasters, pandemics, civil unrest, or cyber attacks. Performance deadlines extend by the duration of any such delay; provided, however, that if such delay continues for more than sixty (60) days, either party may terminate the Agreement upon written notice without further liability except for obligations arising prior to such delay. Payment obligations are not excused by force majeure.

6.  REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into the Agreement. GUV represents that it will provide the Program consistent with applicable industry standards. Client represents that it has not provided false information to gain access to the Program and that all billing information provided is accurate and current.

7.  GENERAL PROVISIONS

Severability: If any provision of these T&C is found invalid or unenforceable, the remaining provisions continue in full force and effect, and every effort shall be made to give effect to the parties' original intent.

Entire Agreement: The Agreement and these T&C constitute the entire understanding of the parties with respect to the Program and supersede all prior discussions, representations, and agreements.

Amendments: These T&C may be updated by GUV from time to time. The version in effect on the Effective Date of Client's Agreement governs Client's engagement. Material changes will be communicated via email.

Electronic Authorization: Client's signature on the Agreement constitutes Client's acceptance of these T&C and authorization for GUV to charge the payment method provided.

Questions? Contact [email protected]