Terms of Use

Our website, www.scions.tech (the “Site” or the “Website”) is a website owned by Sigma Research and Consulting, a Company with its mailing address at Michiel de Ruyterweg 3B, 2628BA Delft, Netherlands.

This site is provides for you (“you”, “your” or “user”) by Sigma Research under the following terms and conditions (“Terms of Use”). Our Privacy Policy, in which it has been explained how we collect and use information from our Site’s visitors, is incorporated by reference into these Terms of Use and is found below. By using our Site in any manner, including, but not limited to, browsing or visiting the Site, you agree to be bound by these Terms of Use, our Privacy Policy and any other procedures, policies, or rules that may be published by us from time to time on the Site, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you. When you use our site, you actually agree to be bound by any such updates; accordingly, it is incumbent upon you to review the Terms of Use on the Site frequently.

Introduction:

SCIONS.tech platform is a secure community-based online social media and marketplace platform (web application) that bridges the gap between academy and industry research needs, specifically in high-tech and engineering sector.

The Dutch and ASEAN market, is the main focus in the first chapter of the business. ASEAN countries include Malaysia, Indonesia, Thailand, Singapore, Brunei, Cambodia, the Phillipines, Vietnam, Laos and Myanmar.

On one hand, the platform allows high-tech and engineering universities and individual scholars in the Netherlands and South East Asian (ASEAN) market:

• To share new research ideas and findings in the fields of high-tech and engineering in a secure atmosphere with industry

• To reach out directly to high-tech and engineering industry to offer research solutions for their challenges.

 

On the other hand, the platform allows high-tech and engineering practitioners in industry in ASEAN market and the Netherlands:

• To share their research needs to find interested researchers in solving them

• To reach out directly to researchers in the fields of high-tech and engineering to solve their research needs.

The dynamic matchmaking between the two parties can lead to an outcome that is practical (not theoretical) and market-oriented and can be tailored for specific needs in the industry.

SCIONS.tech platform safeguards data privacy for both researchers and industry by establishing non-disclosure agreements and ensuring that the discussions are recorded, minuted and saved in a Cloud platform as affirmation to data privacy from both parties.

There are three key customers targeted in the platform:

1. High-tech and engineering (technical) universities in the Netherlands and the ASEAN countries (Malaysia, Indonesia, Thailand, Singapore, Brunei, Cambodia, the Phillipines, Vietnam, Laos and Myanmar)

2. Individual high-tech and engineering researchers in the Netherlands and the ASEAN countries

3. High-tech and engineering companies in the Netherlands and the ASEAN countries

Terms Applicable to Social Media

There are two types of membership in the platform:

  1. The basic membership: With this type of membership, which is a free account, the members will be able to use just a number of basic features (according to the table below) in the web application. Moreover, these members can use the social forum feature which is later explained in details.
  2. The premium membership: This membership account is not free and the members will have to pay annual subscription fees. This type of account will make the members capable of using all the features provided by the SCIONS.tech web application. Specifically, companies can submit research needs and universities and individual researchers can submit research ideas.

The table below shows the summary of features that are available for both basic and premium membership.

 

Features

(number of the table above-number of the feature)

Basic

Premium

Search

Private chat

Digital minute

Alerts

Free online training courses

Social Forum

Q&A online support

Idea Marketplace

 

Digital non-disclosure agreement

 

Cloud platform

 

24-7 online support team (or by phone)

 

Individual investors

 

Online office of relations with industry/university

 

 

 

Transaction Process and deal life cycle

SCIONS.tech manages the entire transaction for both academic and industry through its digital platform. High-tech and engineering companies

Submitting research needs – High-tech and engineering companies

  1. Companies can log into the website and resent their challenges or problems in their industry. To do so, they will have to fill out a form including a number of questions which will clarify their challenge for the researchers.
  2. The challenges will be reviewed by SCIONS.tech team and if approved, a team member will contact the company or the person who has been faced with the problem to discuss about further information and set a budget estimation for the required research.
  3. The problem will be presented in the web application in a particular section. Universities and individual researchers will be able to see the problem and they can contact SCIONS.tech to indicate their interest in doing the research on certain presented problems in the industry.
  4. The researcher and the company with that certain problem can chat through the chatrooms in the SCIONS.tech web application in order to discuss their concern and share more information.
  5. After they reach an agreement on how to do the research, they will have to sign an agreement contract through the web application.
  6. The company with the problem will pay the agreed upon price to the researcher through the web application during which a one-time 4% fee will be deducted from the amount as the commissioning fee for the SCIONS.tech.
  7. The researcher will have to keep the company and SCIONS.tech posted about the progress of the research project on a monthly basis.

Selling research ideas or research findings – High tech and engineering (technical) universities and individual high-tech and engineering researchers:

  1. The member with research idea(s) logs into the web application and uploads the idea(s) in full details which is solely visible for the SCIONS.tech team.
  2. The idea(s) will be reviewed by SCIONS.tech team and if approved, the idea owner will be asked to put the idea with the desired keywords on the website with a specified price.
  3. The idea will be sold to the buyer (company) according to the laws and under a specific contract. This process can be divided into two categories
  1. The idea is fully sold to the buyer (company) and there will be no more rights for idea owner
  2. The idea is sold to the buyer (company) and the idea owner can ask to have a share in the future company which develops the idea
  1. The buyer (company) pays the agreed-upon price to the SCIONS.tech
  2. The SCIONS.tech will deduct 4% of the paid amount as the commissioning fee and the rest will be paid to the idea owner
  3. The receipts will be sent to both parties (buyer and seller)

Terms Applicable to Loan Participants (Investment Feature)

A best-efforts basis is used to conduct funding for loans (the “Loan” or “Loans”) on the site. Neither Sigma Research nor SCIONS.tech takes any responsibility for identifying or recruiting appropriate individuals willing to lend funds by participating in a Loan made by SCIONS.tech (“Participating Lenders”) for projects or ideas created by a potential borrower (“Borrower”) and posted on the Site (the “Project” or “Projects”, each on a “Project Page” on the Site).

Loan Process

All Projects submitted to SCIONS.tech on the Site must be for business purposes only. Potential Borrowers of loans must warrant, represent and acknowledge that any funds advanced pursuant to a Loan on the Site are strictly for commercial purposes only. No consumer financing of any kind is permitted.

Loans will be opened for funding by SCIONS.tech Platform for a fixed period of time and there will be a Loan Closing Date. Typically, the Loan Closing Date will be thirty (30) calendar days after the project goes online or goes public on the site. However, the Loan Closing Date may vary for different projects. This date will be indicated on the project page. No Loan will be closed and no funds advanced to any Borrower on the Site unless the Minimum Loan Amount has been reached by the Loan Closing Date, unless otherwise agreed in writing and posted on the Project Page. The site must be used to transfer all monies advanced by Participating Lenders for a Project (the “Loan Participation Funds”). However, in some cases, in which it has been directed on the project page, the site may not be used for the money transfers. If by the Loan Closing Date, a loan does not reach the Minimum Loan Amount, the project will no longer be open for funding and it will be disabled, unless SCIONS.tech decides to make an investment on that particular project and provide all the remaining required funds. In the event that a project is disabled, the Loan Participation Funds on hold pending closing will be returned to each Participating Lender in full, to his/her/its individual SCIONS.tech Accounts, or as otherwise directed on the Project Page. In the cases that any refund of Loan Participation Funds are required, for whatever reason, the refunds will be transferred via the Site to the respective SCIONS.tech account of the Participating Lender, unless otherwise indicated on the Project Page.

Minimum/Maximum Participating Loan Amount

Typically, there will not be any Minimum/maximum Participating Loan Amount per Participating Lender, unless otherwise indicated on the Project Page. If there is a Minimum Participating Loan Amount per Participating Lender, the Participations are sold in set increments as identified on the Project Page. However, there may be a maximum Participation Amount per Participating Lender, which will be indicated on the project page and may vary by project (the “Maximum Participation Amount”).

Maximum Loan Amount

In some cases, loans may have a Maximum Loan Amount. This amount will be indicated on the Project Page. If the Maximum Loan Amount is reached and there are Participating Lenders who are still interested in funding a particular Loan, they will be placed on a waiting list. In the event other Participating Lenders cancel their Loan Participations prior to the Loan Closing Date, the individuals on the waiting list will be contacted and notified about the opened position in the order in which their commitments were made. Then, they will be allowed to buy Loan Participations for the Project.

A: Borrower Procedure

B: Investor procedure

 

Borrower Credit Analysis

Each Project will contain credit information (the “Credit Information”) in a credit file on the Project Page. Each Borrower is required in the Loan Documents to update their Credit Information provided on an on-going basis. If a Participating Lender wishes to cancel their Loan Participation, they may do so prior to the Loan Closing Date without penalty by contacting support@scions.tech and the Loan Participation Funds will be returned to their SCIONS.tech Account. After the Loan Closing Date, the Participating Lender will be bound by the Loan Participation Agreement effective as of the Closing Date.

Each Borrower’s Credit Information may include, but is not limited to, a website and social media review, a review of business plan, a credit check, a review of business financials, and a review of tax returns. EACH PARTICIPATING LENDER IS RESPONSIBLE FOR HIS OR HER OWN EVALUATION OF THE CREDITWORTHINESS OF A PROJECT. LISTING OF A PROJECT ON THE SITE DOES NOT CONSTITUTE AN ENDORSEMENT OF THE PROJECT BY SCIONS.tech. SCIONS.tech DOES NOT PROVIDE INVESTMENT OR OTHER FINANCIAL ADVICE.

The borrower is responsible for all information provided for each Project. SCIONS.tech takes no responsibility for the accuracy or completeness of information provided by Borrowers.

Secured Loans

Securing each loan may be implemented through one or more of the following: (a) a mortgage (not including residential mortgages), (b) a security interest in assets, accounts, real property, or specific equipment, (c) a personal guaranty, or (d) a business guaranty.

When a loan is secured in one of the aforementioned ways, it will be identified on the project page. There is no guaranty that any Loan secured by these methods will be sufficient to fully repay the debt of a Borrower.

Participating Lenders

The availability of loan participations is only to Sophisticated Investors. Loan Participations are available only to Sophisticated Investors. This means that Loan Participants must certify at checkout that by reason of their business and financial experience and in making financial decisions of this type, the Participating Lender is capable of evaluating the merits and risks of participating in the Loan transaction and bearing the economic risk of extending credit to the Borrower.

Commercial Lending is risky by nature, thus, Participating Lenders must be willing and able to endure the risk of losing their whole investment.

THERE IS NO GUARANTY THAT BORROWERS OF THE LOANS WILL BE ABLE TO REPAY THEIR LOANS IN FULL OR IN PART. IF A BORROWER IS NOT CABABLE OF REPAYING THEIR LOAN, SCIONS.tech CAN NOT BE HELD RESPONSIBLE FOR THE BORROWER’S INABILITY. SCIONS.tech RESPONSIBILITY IS LIMITED TO AND EXPLAINED IN THE LOAN PARTICIPATION AGREEMENT.

 

Compensation of SCIONS.tech Lending

SCIONS.tech Lending may receive a one-time origination fee of the principal amount of each loan, which is payable by the Borrower. Based on the type of projects, the origination fee may vary.

For Business Entities

Access to the Site for Users that are businesses, other entities or persons acting on behalf of such businesses or entities, including for all Users participating in the Site is intended merely for authorized representatives of businesses or other entities that are in good standing in each jurisdiction in which they are registered to conduct business and persons otherwise authorized by such businesses or entities to act in furtherance of the business or entity's use of the Site.

The Terms of Use is applicable to all the users. In addition, users accessing the site on behalf of a business or other entity, warrants and represents that (1) that the business or entity that he/she represents is in good standing in each jurisdiction in which it is registered to conduct business to the best of his/her knowledge, (2) that you have the authority and power to enter into binding agreements on behalf of the entity or business or in the capacity in which you are acting, and (3) he/she is duly authorized in accordance with the foregoing by the business or other entity on behalf of which he/she is acting. Moreover, he/she needs to confirm that he/she agrees to all of the terms and conditions of these Terms of Use individually and on behalf of such business or other entity, and warrants and represents that he/she and such business or other entity will stand by all of the terms and conditions of these Terms of Use.

One of the other Terms of Use for such users is that If you, the business or entity, any other person acting on behalf of the business or entity, or any guarantor (if applicable) violate any of these Terms of Use, or otherwise violate an agreement between the business or entity (or, if applicable, any guarantor) and SCIONS.tech, the Company may terminate the business or entity's membership, delete any associated profile and any content or information posted on the Site in connection with the business or entity's membership and/or prohibit you, such business or entity, and any other person acting on the business or entity's behalf from using or accessing the Site at any time in its sole discretion, with or without notice.

In addition, you agree, both on behalf of the entity or business and individually, not to use the Site or the Service to:

Additional Representations - Borrowers

Besides the foregoing, which you hereby confirm on behalf of the Borrower, you also confirm and agree, both on behalf of the entity and/or business and individually, that:

  1. use of the Site is contingent on acceptance of and compliance with these Terms of Use by all persons acting on the business or entity's behalf or in furtherance of the business or entity's Loan request, including persons acting as a prospective guarantor of any requested Loan;
  2. all information relating to any prospective guarantor of any requested Loan that is requested will be provided only by such prospective guarantor; 
  3. neither you nor the entity or business will use the Site to attempt to generate business or interest in the entity or business from any other person, including other Users, other than for purposes of obtaining a Loan via the Site unless otherwise agreed.

Terms of Use and Disclosures Related to Securities Offerings

SCIONS.tech is not an investment adviser or a registered broker-dealer. We do not provide investment recommendations or financial advice; any representations or information made on the Site do not constitute investment recommendations or advice.

SCIONS.tech does not generate any revenue tied to any securities offered, nor do we issue securities or receive compensation from the sale of any securities on this Site.

The individual issuers of the securities are responsible for all offerings on this site, and SCIONS.tech has no responsibilities regarding this issue, and all of the offerings on this site will be clearly identified by the applicable law and Regulation(s) pursuant to which they are offered.

Forward Looking Statements

Any Offering Statements and other information by issuers of securities through this Site may contain forward-looking statements and information relating to issuers of securities on this Site, among other things, their industry, strategy, and business plan

These forward-looking statements reflect the views of the managements of the issuers with respect to future events according to the current available information, and are subject to uncertainties and risks that could cause the actual results of the company to differ materially.

Investors are recommended not to rely on these statements as the purpose of these statements is usually merely for illustrations and they do not represent guarantees of future achievements, performance, levels of activity, or results, all of which cannot be made.

In addition, no entity or person assumes responsibility for the completeness and accuracy of forward-looking statements, and is under no duty to update any such statements to conform them to actual results. Except as required by law, no issuer of securities on this Site nor any other person assumes responsibility for the completeness and accuracy of the forward-looking statements.  No obligation is undertaken by the issuers to publicly update any forward-looking statements for any reason to conform these statements to actual results or to changes in their expectations.

Account Registration

Some of the information on our site is publicly accessible and downloadable from our Site. However, in order to make an investment, post comments on the site, or access some offering materials you need to register for an account (‘Account”).

This Site is intended solely for users who are at least 18 years old, and use of or access to the Site, and any account creation by anyone under 18 years of age is unlicensed, unauthorized, and in violation of these Terms of Use. By creating an account and/or using the Site, you represent that you are 18 years of age or older and are of legal age to form a binding contract where you reside, and that all registration information you submit is truthful and accurate. Your registration process must be completed by providing us with accurate, complete, and current information. In addition, you need to choose a username and a password. The responsibility of maintaining the confidentiality of your password and user name is entirely yours. You need to immediately notify SCIONS.tech of any unauthorized use of your Account or any other breach of security. You also agree not to share your password, let anyone else access your Account, or do anything else that may endanger the security of your Account and the Site. Moreover, you agree that you shall be entirely responsible for any loss or consequences that may result from activities attributed to your Account, either unauthorized or authorized.

You agree that your Account will be entirely “self-directed”. It means that that you are solely responsible for all the instructions, investment decisions, orders, and purchases placed in or through your Account. Although the Site may provide content, information, or data provided by other parties relating to investment opportunities and/or strategies to sell and/or buy securities, you should not interpret any such content as investment, financial, legal, or tax advice or as a recommendation to invest in any offering posted on the Site. Any decision by you to invest must be solely your own decision based on your due diligence and analysis of the risks involved in a particular offering. It is made at your own risk. You agree and acknowledge that you are solely responsible for determining the suitability of a strategy or an investment and that you accept the risks associated with your decisions, including the risk of loss of the entire amount that you invest. You are strongly advised to consult a licensed professional for any investment, insurance, tax, or legal advice; the Site cannot and does not provide any of those types of professional analysis, advice, or services. The Site permits authorized users to invest online. Site users are expressly prohibited from: (c) posting libelous, defamatory, misleading, inaccurate, or false content; (b) collecting the personal information of the other users; and (a) using the Site, or any tools and or services on the site, if they are indefinitely, or temporarily suspended from using the Site, services or any tools provided by it, are under the age of 18, or are not able to form legally binding contracts.

SCIONS.tech, in its sole discretion, may refuse to allow any entity or person to use the Site and may change its eligibility criteria at any time. We reserve the right to terminate or suspend your access to the Site at any time and for any reason including your abuse of information or misrepresentation of information. Use of this Site is void where prohibited by law and in such jurisdictions, the right to access the Site is revoked. If you are using the Site on behalf of any entity, you represent that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify SCIONS.tech for violations of this Agreement (as set forth below).

General Site Guidelines

You represent that all the information that you provide to SCIONS.tech is truthful, complete, and accurate. You agree and acknowledge that SCIONS.tech and its agents are entitled to trust the information you provide as complete, accurate, and true with no independent verification.

It has been prohibited for you to transmit or post any material through or on the site that is or could be profane or pornographic, inflammatory, scandalous, obscene, libelous or otherwise defamatory, threatening, unlawful, fraudulent, offensive, or any material that could constitute or encourage conduct that could give rise to civil liability, be considered a criminal offense, or otherwise would violate any regulation or law.

In using our Site you will not:

Please be aware that there will be a full cooperation by SCIONS.tech with any law enforcement authorities’ validly issued court orders and subpoenas requesting or directing SCIONS.tech to disclose the identity of anyone posting any materials or information on the Site who is alleged to have engaged in violative conduct and assumes no obligation to give you prior notice of such disclosure.

Communication Channel Guidelines

There may be online communication channels for the offerings that are monitored. These communication channels are for the purpose of prospective investors engaging in dialog with each other and the issuer in any particular offering. Any individual who promoted an offering in exchange for compensation, or who is a founder or an employee of an issuer should disclose the fact that he or she is engaging in promotional activities on behalf of the issuer. Issuers are encouraged to participate in the communication channels so long as comments adhere to the following guidelines. The following types of comments are not permitted and will be removed:

No Representations or Warranties

To the extent permissible under law, SCIONS.tech does not assume any responsibility or liability for any omissions or errors in the content of the Site. SCIONS.tech does not represent or endorse the accuracy, reliability, or completeness of any information or content distributed through or accessed from the Site and has not performed any investigation into such information. SCIONS.tech shall not be accountable for any investment decisions made that are based upon such information. You agree that any reliance upon any information or content distributed through or accessed from the Site is at your sole risk. SCIONS.tech is entitled to rely upon the information provided by its Users. You agree and acknowledge that SCIONS.tech does not provide any assurance, representation, or warranty that the offerings on the Site are made in accordance with state and/or Federal securities law, including any exemption from the offer or sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Issuer, and not the Site, is responsible for ensuring that any securities offering is done in accordance with government law. We make no warranties or representation regarding the compliance of or the legality of any offering. SCIONS.tech has not reviewed all of the links provided on the Site and is not responsible for the content of any off-Site pages. It is solely at your own risk to click on hyperlinks and visit any off-Site pages.

Digital Millennium Act Copyright Notice

The intellectual property of others is highly respected by SCIONS.tech, and we expect you to do the same. If you or any user of our Site believes its copyrights have been infringed upon on or through our Site, the copyright(s) owner(s) (“Complaining Party”) should immediately send notification to our Designated Agent (as identified below). In order for the notification to be effective, it must include:

You agree, accept, and acknowledge that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA and European Copyright.

Please note that this procedure is exclusively for notifying SCIONS.tech and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.

In addition, you acknowledge that under The Copyright and Related Rights Regulations 2003 enacted in the United Kingdom, the infringement of copyright or performer's rights by making a work available to the public in the course of a business or to an extent which prejudicially affects the copyright owner is a criminal offense. Moreover, under that Regulation, a copyright holder has the right to seek to obtain an injunction against an Internet service provider (ISP) who has "actual knowledge" of another person using their service to infringe copyright or a performer's right.

Furthermore, you acknowledge that there are laws to protect copyright holders in other countries, and that you and other users of the Site, as well as SCIONS.tech and its affiliates may have rights under those laws, including the right to obtain injunctive relief.

It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

Accusations and claims that other intellectual property rights are being misappropriated or infringed on this Site should be sent to support@scions.tech. The accounts of those who are accused of copyright infringement or infringement of other intellectual property rights, may, in its sole discretion, be terminated by SCIONS.tech.

Site and Customer Intellectual Property

All images and content on the site are either used with permission by, or the property of SCIONS.tech. The use of the images or the content by you or anyone authorized by you is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. When you provide content on the site, you grant us a non-exclusive, royalty-free, worldwide license of your intellectual property rights in what you provide, including to distribute, display, modify, index, reformat, copy and put to commercial and other uses of your content on the Site. With respect to our use of your content, no compensation will be paid. SCIONS.tech neither represents nor warrants that your use of materials displayed on the Site will not infringe rights of third parties not owned or affiliated with SCIONS.tech.

The slogans, logo, and trademarks displayed on the site including the marks “SCIONS.tech” and “SCIONS” (collectively the “Trademarks”), are owned by SCIONS.tech and others. Nothing on this Site should be construed as granting any right or license to use the Trademarks without written permission of the third- party owner of the Trademarks or SCIONS.tech. Misusing any content on this site or the Trademarks provided on this site, except as provided in these Terms of Use, is strictly prohibited. You are cautioned and advised that SCIONS.tech will aggressively enforce its intellectual property rights to the fullest extent.

Communications

You approve that SCIONS.tech will send communications to you electronically via the email address provided by you on your Account. In addition, you agree to let us know of any changes in your contact or address details. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. If you sign electronically, it means that you have represented that you have the ability to retain and access a record of such documents. You agree that the responsibility of understanding these documents is yours and yours only, and you agree to conduct business by electronic means. You are obligated to periodically review the Site for modifications and changes and agree not to contest the enforceability or admissibility of the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.

You represent and agree that you have a proper computer with an Internet Service Provider and Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. In addition, you agree that you are solely responsible for maintaining these services and this equipment.

You agree that any transmitted information to the Site or SCIONS.tech by you, in any manner including, but not limited to, suggestions, comments, questions, videos, pictures, website addresses, and links to other articles/website, etc., other than Personally Identifiable Information as defined in our Privacy Policy, is non-proprietary and non-confidential and can be used by SCIONS.tech or its affiliates for the purposes described in the Privacy Policy.

Change or Termination

There may be changes to the site by us without prior notice. In addition, we may also, without prior notice, stop providing the Site, services or applications. We may temporarily or permanently suspend or terminate your account access to the Site without liability or notice, for no reason or for any reason, including if in our sole determination you violate any provision of these Terms of Use. Upon termination of your access to the Site or these Terms of Use for no reason or any reason, you will continue to be bound by those provisions of the Terms of Use which, by their nature, should survive termination, including without limitations of liability, indemnification, warranty disclaimers, and limitation ownership provisions. SCIONS.tech reserves the right, in its sole discretion, without any notice requirement and without any obligation, to correct, improve, or change the descriptions, materials, and information on the Site for any reason. The materials and information on the Site may contain typographical inaccuracies or errors. Any dated information is published as of its date only, and SCIONS.tech does not undertake any responsibility or obligation to amend or update any such information. You agree that SCIONS.tech and its affiliates will not be liable to you or to any third party for any such discontinuance, suspension, or modification.

Disclaimer of Liability

You use the site at your own risk. NEITHER SCOINS.tech NOR ANY OTHER PARTY INVOLVED IN DELIVERING, PRODUCING, or CREATING THE SITE SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, PUNITIVE or INDIRECT DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE SITE IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please be aware that the exclusion of implied warranties may not be allowed by some jurisdictions, thus, some of the exclusions that have been mentioned above may not apply to you. Check your local laws for any limitations or restrictions regarding the exclusion of implied warranties.

SCIONS.tech shall not be liable for, and assumes no responsibility for, any damages to, or bots, spyware, malware, viruses, or the like that may infect your computer equipment or other property on account of your access to, browsing on, or use of the Site or your downloading of any audio, video, images, text, data, or materials from the Site.

Although SCIONS.tech may from time to time review or monitor transmissions, postings, discussions, and the like on the Site, SCIONS.tech is under no obligation to do so and assumes no liability or responsibility arising from such content nor for any inaccuracy, profanity, obscenity, falsehood, omission, slander, libel, defamation, or error contained in any information within such locations on the Site. SCIONS.tech reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.

Dispute Resolution

In the event of any alleged dispute, controversy, or claim between you and SCIONS.tech or its affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding. Any proceedings will be held in the Netherlans.

The decision(s) of the arbitrator(s) shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except on very limited legal grounds. The implementation of arbitration decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any appeal. Judgment upon the award rendered in an arbitration may be entered by any court having jurisdiction thereof. You agree that all disputes will be limited between you, individually, and SCIONS.tech. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Notwithstanding the foregoing, you agree that the following matters shall not, at the election of SCIONS.tech, be subject to binding arbitration: (1) any claim for injunctive relief; (2) any dispute concerning intellectual property rights of SCIONS.tech; and (3) any dispute arising from, or related to allegations of criminal activity. Any court action initiated by SCIONS.tech or you in accordance with these Terms of Use shall be brought in the Netherlands courts, and you and we hereby consent to and submit the personal jurisdiction of, and the service of process by, that Court.

Indemnification

You agree to hold, defend, and indemnify SCIONS.tech and any of its affiliates, and any of its assigns and successors, and any of their respective suppliers, advertisers, licensors, representatives, agents, employees, directors, officers, and operational service providers harmless against and from any and all costs (including reasonable attorneys’ fees), damages, expenses, losses, actions, and claims, resulting from any violation or breach of these Terms of Use by you or arising from your use of or access to the Site; from the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity; or from any content posted through the Site by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights).

SCIONS.tech reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with SCIONS.tech in the defense of any such compromise negotiations, settlement, action, or claim, as requested by SCIONS.tech.

The indemnification obligations set forth above shall survive your cessation of use of the Site.

Notification Procedures

SCIONS.tech will provide notifications, including those regarding those required by law and modifications to these Terms of Use. Even though we are not obligated to, but we may provide notifications of modifications made for marketing or other business-related purposes. Notifications will be posted on our Site or emailed to you, as determined by us in our sole discretion. We reserve the right to determine the means and form of providing notifications to Site visitors. We are not responsible for any automatic filtering that you or your network provider may apply to email notifications that we send to the email address you provided to us.

General

If SCIONS.tech fails to enforce any right or provision of these Terms of Use, it should not and will not be constituted as a waiver of future enforcement of that right or provision. The waiver of any such provision or right will be effective only if in writing and signed by a duly authorized representative of SCIONS.tech. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral tribunal, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

Miscellaneous

There shall be no third-party beneficiaries to the Terms of Use, except as expressly provided in these Terms of Use. In the event that any provision of these Terms of Use, or the application thereof, becomes or is declared by a court of competent jurisdiction to be unenforceable, void, or illegal, the remainder of these Terms of Use will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. In addition, you agree to replace such unenforceable or void provision of these Terms of Use with an enforceable and valid provision that will achieve, to the extent possible, the business, economic, and other purposes of such unenforceable or void provision.

These Terms of Use were last updated on August 16, 2021.