1. ACCEPTANCE OF AGREEMENT
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN USER’S USE OF THE SERVICE AND ALL RELATED TOOLS, MOBILE APPLICATIONS, WEB APPLICATIONS, DECENTRALIZED APPLICATIONS, SMART CONTRACTS, AND APPLICATION PROGRAMMING INTERFACES (“APIS”) LOCATED AT ANY COMPANY WEBSITES INCLUDING WITHOUT LIMITATION, SUCCESSOR WEBSITE(S) OR APPLICATION(S) THERETO (COLLECTIVELY, THE “PLATFORM”). THESE TERMS SET OUT USER’S RIGHTS AND RESPONSIBILITIES WITH RESPECT TO USER’S USE OF THE PLATFORM FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO VIEWING AND TRACKING BLOCKCHAIN AIRDROP OPPORTUNITIES, AND USING THE SERVICE. BY USING THE SERVICE OR ACCESSING THE PLATFORM IN ANY MANNER, USER ACCEPTS AND AGREES TO BE BOUND AND ABIDE BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. BY AGREEING TO THESE TERMS, USER HEREBY CERTIFIES THAT USER IS AT LEAST 18 YEARS OF AGE. IF USER DOES NOT AGREE TO THESE TERMS, USER MAY NOT ACCESS OR USE THE WEBSITE OR THE PLATFORM.
PLEASE BE AWARE THAT THESE TERMS OF SERVICE REQUIRE THE USE OF ARBITRATION (SECTION 14.) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO USER IN THE EVENT OF A DISPUTE.
3. DEFINITIONS AND INTERPRETATION
3.1 Defined Terms.
Capitalized terms not otherwise defined in these Terms will have the following meanings:
- (a) “Account” means a unique email-based or wallet address based account that a User creates in order to access and engage with certain features of the Website and the Service.
- (b) “Account Information” means the information User provides to Company to register for the Service, including as applicable, email address and password, as well as Wallet address information that allows User to access the Service, as such information may change from time to time.
- (c) means, with respect to a party, any person, firm, corporation, partnership (including, without limitation, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such party.
- (d) “Applicable Law” means all laws, statutes, rules, regulations, ordinances, and other pronouncements having the effect of law of any Governmental Authority, including the Commonwealth of Virginia.
- (e) “Blockchain” generally means a peer-to-peer distributed and public immutable ledger that maintains a record of all transactions occurring on such ledger, through a growing list of records (blocks) that are securely linked together via cryptographic hashes. Each block contains a cryptographic hash of the previous block, a timestamp, and transaction data.
- (f) “Blockchain Technology” means all projects, airdrops, innovations, and technology associated with a Blockchain.
- (g) “Business Day” means any day (other than a Saturday, Sunday, or legal holiday) on which financial institutions in the Commonwealth of Virginia are authorized or obligated to close.
- (h) “Earnifi Ecosystem” means all the projects and functionalities listed at https://earni,fi/, including without limitation any transactions, communications, and collaborations with other established projects.
- (i) “Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official, or other instrumentality of the United States or any state, county, city, or other political subdivision or similar governing entity.
- (j) “Smart Contract” means a program hosted on a Blockchain, consisting of code specifying predetermined conditions that, when met, trigger self-executing outcomes.
- (k) “Third-Party Account Information” means information about accounts User maintains at third-party websites, including, as applicable, User’s payment service accounts and social media accounts as provided to Company by User.
- (l) “Wallet” means a Web3 electronic wallet, which allows Users to purchase and store cryptocurrencies, and sign/engage in transactions on supported Blockchains, including, but not limited to, Metamask, Coinbase Wallet, and Ledger.
5. COMMUNICATION WITH USERS
User affirms that it is aware of and acknowledges that Company is a Blockchain service provider and has designed the Platform to be directly accessible by Users without any involvement or actions taken by Company or any third-party. However, so long as Users opt in to such communications, Company does have a mechanism to communicate directly with Users.
6. THIRD-PARTY LINKS, PRODUCTS, AND APPLICATIONS
6.2 Third-party Sites. Third-Party Smart Contracts. User acknowledges and understands that Company uses certain third-party Smart Contracts that it has no ownership of, or control over, which are core components of the Platform. Company is not responsible for any coding errors, glitches, or any functionality, or lack thereof, of such third-party Smart Contracts.
6.3 Third-party Applications. Third-party Applications. User acknowledges that its access and use of any third-party applications or software in connection with the Service, including Know Your Customer “KYC” verification software such as Persona (the “Third-Party Applications”), is at User’s discretion and risk, and Company has no liability to User arising from its use of the Third-Party Applications. Company hereby disclaims any representation, warranty, or guaranty regarding the Third-Party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-Party Applications, and User agrees to indemnify and hold Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with the use or performance of the Third-Party Applications. Company is not responsible for any personally identifiable information shared with any Third-Party Applications.
6.4 Release. To the fullest extent permitted by law, User hereby releases and forever discharges Company (and its Affiliates, officers, employees, agents, successors, and assigns) from, and hereby waives and relinquishes, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, Company’s partners or any other third-party or any Third-Party Applications and Linked Sites ). IF USER IS A CALIFORNIA RESIDENT, USER HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
7. THE PLATFORM
7.1 Purpose of the Platform. The Website is provided for Users to access the Platform, use the Service, and to provide updates about the Earnifi Ecosystem to Users. The Service includes information and education relating to Blockchain Technology, in particular, information relating to airdrop opportunities. The Service is for educational purposes only and is not meant to provide any financial advice or indicate any trading opportunity. Company does not warrant the accuracy, completeness, or usefulness of this information at any particular time for any particular purpose. Any reliance User places on such information is strictly at User’s own risk. Users are encouraged to do their own research and/or engage a professional investments advisor before making any investment decision related to the Service or content therein. Company disclaims all liability and responsibility arising from any reliance placed on such content by User, or by anyone who may be informed of any of its contents.
7.2 Use of the Website, Platform and Service; Licenses. Subject to this Agreement, Company grants User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform, including the Website and the data, material, content, or information herein (collectively, the “Content”) solely for User’s personal use. User’s right to access and use the same shall be limited to the purposes described in these Terms unless User is otherwise expressly authorized by Company, in writing, to use the Website for User’s own commercial purposes. User agrees to use the Website only for lawful purposes, comply with all rules governing any transactions on and through the Platform and comply with the law. Any rights not expressly granted herein are reserved, and no license or right to use any trademark of Company or a third-party is granted to User in connection to the Website.
7.3 User Account. In order to access certain features of the Service, User must register for an Account and provide certain information about User. User agrees to provide accurate Account Information and Third-Party Account Information. User further agrees to promptly update User’s Account Information or Third-Party Account Information whenever the information provided to Company is no longer accurate. If Company suspects, in its sole discretion, that User has failed to maintain current and accurate Account Information or Third-Party Account Information, Company may suspend or terminate User’s access to the Service. User is responsible for maintaining the confidentiality of User’s Account login information and all activities that occur under User’s Account. User agrees to immediately notify Company of any unauthorized use, or suspected unauthorized use of User’s Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from User’s failure to comply with the above requirements.
7.4 Additional Considerations
- (a) Transactions Are Recorded on the Public Blockchains. Many transactions that take place on the Platform or through Linked Sites are managed and confirmed via public Blockchains, including, but not limited to the Ethereum, Polygon, Arbitrum, and Binance Smart Chain Blockchains and any respective L2s. User understands that its public address on the relevant blockchain will be made publicly visible whenever it engages in such a transaction on the Platform or through Linked Sites. Company does not own or control any Wallet or any other Blockchain that Company chooses to interface with, or any other third-party site, product, or service that User might access, visit, or use for the purpose of enabling User to access and utilize the various features of the Platform. Company is not liable for the acts or omissions of any such third-parties, and will not be liable for any damage that a User may suffer as a result of its transactions or any other interaction with any such third parties.
- (b) Gas. All transactions on the Platform are facilitated by Smart Contracts existing on a Blockchain network. Blockchain networks generally require the payment of a transaction fee for every transaction. For example, the Ethereum network requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the Platform through the Ethereum network. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Company or the Platform. User acknowledges that under no circumstances will a transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to User.
7.5 Prohibitions and Restrictions
- (a) Prohibited Uses. User agrees that it will not:
(i) Use the Platform or the Service in any manner that could damage, disable, overburden, or impair the Website or the Platform or interfere with any other party’s use and enjoyment of it;
(ii) Attempt to gain unauthorized access to any Website or Platform Account, computer systems or networks associated with Company, Platform, or the Website;
(iii) Obtain or attempt to obtain any materials or information through the Website by any means not intentionally made available or provided by Company;
(iv) Use any robot, spider, or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
(v) Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
(vi) Send unsolicited messages or use the Website to send unsolicited messages such as spam;
(vii) Perform any benchmark tests or analyses related to the Website or Service without express written permission of Company;
(viii) Send spam or engage in phishing. Spam is unwanted or unsolicited bulk email, postings, contact requests, or similar electronic communications. Phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords, dates of birth, Social Security numbers, passport numbers, credit card information, financial information, or other sensitive information, or to gain access to Accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit;
(ix) Attack the Website or the Platform via a denial-of-service attack or a distributed denial-of-service attack;
(x) Impersonate or attempt to impersonate Company, a Company employee, another User or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
(xi) License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any Content displayed on the Service except as permitted herein;
(xii) Modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; or
(xiii) Access the Service in order to build a similar or competitive website, product, or service.
- (b) Restrictions. Except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to this Agreement. All copyright and other proprietary notices on the Service (or on any Content displayed on the Service) must be retained on all copies thereof. User will not use the Website or Service for any illegal purpose.
7.6 User Etiquette. User is prohibited from using the Platform or the Service in any manner which is, at the sole discretion of Company, objectionable, abusive, or otherwise violates any law. All Users hereby agree to indemnify and hold Company harmless against any damages, losses, liabilities, settlements, and expenses (including costs and attorney’s fees) in connection with any third-party claim or action that arises from an alleged violation of the foregoing or otherwise from User’s use of the Website or Service in a manner prohibited by this Agreement. ALL USERS AGREE AND ACKNOWLEDGE THAT COMPANY MAY IMMEDIATELY DISABLE OR TERMINATE THE SERVICE AND/OR USER’S ACCESS TO THE WEBSITE AND/OR THE PLATFORM IF COMPANY BELIEVES USER UTILIZES THE WEBSITE, THE SERVICE, AND/OR THE SERVICE TO PROPAGATE ANY CONTENT THAT VIOLATES THIS AGREEMENT, INCLUDING ANY ILLEGAL ACTIVITY, FRAUDULENT ACTIVITY, TRANSACTIONS WHICH VIOLTATE THESE TERMS, THE PROHIBITIONS AND RESTRICTIONS ABOVE, THE DMCA RESTRICTIONS BELOW, OR ANY RESTRICTION REQUIRED BY THIRD-PARTIES.
7.7 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Website (in whole or in part) with or without notice to Users. User agrees that Company will not be liable to User or to any third-party for any modification, suspension, or discontinuation of the Website or any part thereof.
7.8 Affiliates. The rights, duties and/or obligations of Company under this Agreement may be exercised and/or performed by Company and/or any of Company’s Affiliates, or any of their subcontractors and/or agents. User agrees that any claim or action arising out of or related to any act or omission of any of Company or its Affiliates, or any of their respective subcontractors or agents, related to the subject matter hereof, shall only be brought against Company, and not against any of Company’s Affiliates, or any subcontractor or agent of Company or any its Affiliates.
8. INTELLECTUAL PROPERTY
8.1 Company Intellectual Property. The contents of the Platform, including the Website, are intended for User’s personal, noncommercial use. User acknowledges and agrees that Company (or, as applicable, Company’s licensors) own all legal right, title, and interest in and to all elements of the Platform, Company’s logo, graphics, design, systems, methods, information, computer code, software, services, “look and feel,” organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Company Materials”). The Website, Platform, Company Materials, and Content are protected by copyrights, trademarks, trade secrets, database rights, sui generis rights and other intellectual or proprietary rights therein pursuant to U.S. and international laws. Accordingly, User is not permitted to use the Website or Content in any manner, except as expressly permitted by Company in these Terms. The Website or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and User agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of Company or the applicable owner. Except as expressly set forth herein, User’s use of the Platform does not grant User ownership of or any other rights with respect to any Content, code, data, or other materials that User may access on or through the Platform. Company reserves all rights in and to Company Materials not expressly granted to Users in the Terms. User may not use any of Company’s Content to link to the Website or Content without Company’s express written consent. User may not use framing techniques to enclose any such Content without Company’s express written consent. In addition, the “look and feel” of the Website and Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Company and may not be copied, imitated, or used, in whole or in part, without Company’s prior written consent.
8.2 Non-Company Intellectual Property. Excluding Company Materials, all other trademarks, product names, logos, and similar intellectual property on the Platform are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable owner.
8.3 Aggregate Data. Company shall have the right to collect and analyze data and other information relating to provision and use of various aspects of the Website or the Service, Company will be free to (i) use the data to improve and enhance the Service and for other development, diagnostic, and corrective purposes in connection to the Website and the Service and (ii) disclose data solely in aggregate or other de-identified form in connection with its business.
9. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE
. Company takes claims of copyright and/or trademark infringement seriously. Company will respond to notices of alleged copyright and/or trademark infringement that comply with the law. If User believes any materials accessible on or from the Website or Service infringes its copyright, User may request removal of those materials (or access to them) from the Website by submitting written notification to Company’s copyright agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
- (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works from the Service;
- (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
- (d) information reasonably sufficient to permit Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- (f) a statement that the information in the notification is accurate; and
- (g) under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If User fails to comply with all of the requirements of Section 512(c)(3) of the DMCA, its DMCA Notice may not be effective. Upon removing any allegedly infringing material, Company will notify the alleged infringer of such takedown.
9.2 Counter Notification
. If User elects to send Company’s copyright agent a counter notice, to be effective it must be a written communication that includes the following (please consult User’s legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
- (a) a physical or electronic signature;
- (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- (c) a statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- (d) adequate information by which Company can contact User, including User’s name, address, and telephone number; and
- (e) a statement that the User consents to the jurisdiction of a federal district court for the judicial district in which the address is located, or if the User’s address is outside of the United States, for any judicial district in which Company may be found, and that the User will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
The DMCA allows Company to restore the removed content if the party filing the original DMCA Notice does not file a court action against User within ten (10) Business Days of receiving the copy of its counter notice. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Company’s designated copyright agent or authorized official to receive notifications and counter-notifications of claimed infringement is:
Banless Labs, LLC, d/b/a Bankless Labs and Bankless Labs, LLC
440 Monticello Ave Ste 1802
Norfolk, VA, 23510 - 2670, USA
User agrees to release, indemnify, and hold harmless Company and its Affiliates, and their respective officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) User’s access to, use of, or inability to use the Platform, the Website, or Service; (b) User’s breach of this Agreement; (c) User’s violation of any rights of a third-party; (d) User’s violation of any Applicable Law; (e) User’s failure to provide and maintain true, accurate, current and complete Account Information and Third-Party Account Information; and (f) any and all financial losses User may suffer, or cause others to suffer, due to utilizing, transferring, or staking cryptocurrency, or any other digital assets.
11. ASSUMPTION OF RISK
11.1 User Acknowledges the Risk of Cryptocurrency and Smart Contracts. USER REPRESENTS AND WARRANTS THAT IT UNDERSTANDS AND IS WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS SMART CONTRACTS, PUBLIC BLOCKCHAIN NETWORKS (INCLUDING, BUT NOT LIMITED TO, THE ETHEREUM, POLYGON, ARBITRUM, AND BINANCE SMART CHAIN BLOCKCHAIN NETWORKS), NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM.
11.2 Company is Not Responsible for Technical Errors on Any Blockchain. COMPANY IS NOT RESPONSIBLE FOR LOSSES ARISING FROM THE USE OF BLOCKCHAINS OR ANY OTHER FEATURES OF ANY BLOCKCHAIN NETWORK OR WALLET THAT COMPANY MAY INTERFACE WITH, INCLUDING, BUT NOT LIMITED TO, LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN NETWORKS, ANY ASSOCIATED L2s, OR ANY OTHER BLOCKCHAIN NETWORK COMPANY MAY INTERFACE WITH, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES RESULTING IN LOSS OF FUNDS.
11.3 User Acknowledges the Risks of the Platform. User acknowledges that the Platform is subject to flaws and that User is solely responsible for evaluating any information provided by the Platform. This warning and others provided in this Agreement by Company in no way evidence or represent an ongoing duty to alert User to all of the potential risks of utilizing or accessing the Platform. The Platform may experience sophisticated cyber-attacks, cryptocurrency based economic exploits, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Platform. User agrees to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and User agrees not to hold Company accountable for any related losses. Company will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect User’s computer or other equipment, or any phishing, spoofing or other attack.
11.4 Company Does Not Make Any Representations Regarding the Value of Cryptocurrency or Other Digital Assets. The prices of Blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of cryptocurrency, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development, potential utility, or value of cryptocurrency. The Earnifi Ecosystem and other digital assets could be impacted by one or more regulatory inquiries or regulatory actions. For all of the foregoing reasons, as well as for reasons that may not presently be known to Company, Company makes absolutely no representations or warranties of any kind regarding the value of cryptocurrency or other digital assets.
11.5 User Acknowledges Financial Risk of Digital Assets. The risk of loss associated with the use of digital assets can be substantial. User should, therefore, carefully consider whether creating, buying, selling, or otherwise using digital assets is suitable for User in light of its circumstances and financial resources. By using the Platform, accessing the Website, and/or purchasing cryptocurrency, User represents that it has been, is and will be solely responsible for making its own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. User represents that it has sufficient knowledge, market sophistication, professional advice, and experience to make its own evaluation of the merits and risks of any transaction conducted via any digital asset. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.
11.6 Company is Not Responsible for Losses Due to Jurisdictional Blocks. User acknowledges that Company has no control over jurisdictional blocks which may prevent User from utilizing certain protocols or accessing certain rewards, including but not limited to airdrops. Under no circumstances will Company be liable for Users inability to participate in an airdrop or receive any sort of reward, either on-chain or off-chain, due to a jurisdictional block.
11.7 Violations by Other Users. User irrevocably releases, acquits, and forever discharges Company and its subsidiaries, Affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another User’s violation of these Terms.
12. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER
12.1 Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY (OR COMPANY’S AFFILIATES) BE LIABLE TO USER OR ANY THIRD-PARTY FOR ANY FINANCIAL LOSS, LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR USER’S USE OF, OR INABILITY TO USE, THE PLATFORM, THE WEBSITE OR THE SERVICE, CONTENT OR INFORMATION ACCESSED VIA THE WEBSITE OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE WEBSITE, THE PLATFORM, OR THE SERVICE EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE OR SERVICE IS AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY MONETARY LOSS AND/OR DAMAGE TO ITS DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO USER.
12.2 No Warranties. ALL INFORMATION OR SERVICE PROVIDED BY COMPANY TO USER VIA THE WEBSITE AND THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, IS PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY AND ANY THIRD-PARTY LICENSORS WITH CONTENT ON THE WEBSITE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, COMPANY AND AFFILIATES MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE, THE PLATFORM OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORM OR THE WEBSITE. USER SPECIFICALLY ACKNOWLEDGES THAT COMPANY AND AFFILIATES ARE NOT LIABLE FOR ANY DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF THIRD-PARTIES OR USERS OF THE WEBSITE OR THE PLATFORM AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER. NEITHER COMPANY NOR ANY OF ITS AFFILIATES REPRESENT, WARRANT, OR COVENANT THAT THE WEBSITE AND/OR THE PLATFORM WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. COMPANY FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS, OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. USER EXPRESSLY AGREEs THAT USE OF THE WEBSITE IS AT USER’S SOLE RISK AND THAT COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICE, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, OR OMISSIONS ASSOCIATED WITH THE WEBSITE AND/OR THE PLATFORM OR USER’S USE THEREOF. USER’S SOLE REMEDY AGAINST COMPANY FOR DISSATISFACTION WITH THE WEBSITE THE PLATFORM OR THE CONTENT IS TO CEASE ITS USE OF THE PLATFORM, WEBSITE AND/OR THE SERVICE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO USER. USER MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, USER AGREES THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
13. TERM AND TERMINATION
Subject to this Section and Section 7.6, this Agreement will remain in full force and effect while User uses the Platform, the Website, or the Service (the “Term”). Company may suspend or terminate User’s rights to use the Platform the Website, or the Service at any time for any reason at Company’s sole discretion, including for any use of the Website, the Platform, or the Service in violation of this Agreement. User may terminate this Agreement at any time by ending User’s use of the Service and notifying Company at [email protected]
. Upon termination of User’s rights under this Agreement, User’s right to access and use the Service will terminate immediately. Company will not have any liability whatsoever to User for any termination of User’s rights under this Agreement. All provisions of the Agreement which by their nature should survive, shall survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
14. GENERAL TERMS
14.2 Electronic Communications.
. If User elects to unsubscribe from the Service, User must discontinue its use of the Service. There are no fees to unsubscribe. Any withdrawal of User’s consent to receive electronic Communications will be effective only after Company has a reasonable period of time to process User’s withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Company in its sole discretion. Company reserves the right, in its sole discretion, to discontinue the provision of electronic communications, or to terminate or change the terms and conditions on which Company provides electronic communications. Company will provide User with notice of any such termination or change as required by Applicable Law.
14.4 Governing Law & Jurisdiction. These Terms are governed by the laws of the Commonwealth of Virginia, U.S.A. User hereby irrevocably consents to the exclusive jurisdiction and venue of the courts in the City and County of Richmond, Virginia U.S.A. in all disputes arising out of or relating to the use of the Website not subject to the Arbitration Agreement outlined in Section 14.
14.5 Dispute Resolution.
- (a) Arbitration Agreement Generally. Please read the following arbitration agreement (“Arbitration Agreement”) carefully. It limits the manner in which User may seek relief from Company, is part of User’s contract with Company, and contains provisions concerning MANDATORY BINDING ARBITRATION AND WAIVER OF THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- (b) Exceptions. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to seek injunctive relief in a court of law in aid of arbitration or to file suit in a court of law to address an intellectual property infringement claim.
- (c) Applicability of Arbitration Agreement. In the interest of resolving disputes between Company and User in the most expedient and cost-effective manner, and except as set forth in Section 14.5(b)User and Company agree that every dispute arising in connection with these Terms that cannot be resolved informally, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including any unresolved dispute, claim, interpretation, controversy, or issues of public policy arising out of or relating to the Website, these Terms, or the Service, and the determination of the scope or applicability of this Section 14.5 will be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to User and Company, and to any subsidiaries, Affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement. infringement claim.
- (d) Arbitration Rules. Arbitration will be conducted under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Company.
- (e) Notice Requirement and Informal Dispute Resolution.. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the specific relief requested. A Notice to Company should be sent by certified U.S. Mail or by Federal Express (signature required) to:
Banless Labs, LLC d/b/a Bankless Labs and Bankless Labs, LLC
440 Monticello Ave Ste 1802
Norfolk, VA, 23510 - 2670, USA
- User must send a courtesy copy of a Notice to Company at [email protected]. Company may send User a Notice by electronic mail. After the Notice is received, User and Company may attempt to resolve the claim or dispute informally. If User and Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled, if any. If the arbitrator awards User an amount higher than the last written settlement amount offered by Company in settlement of the dispute prior to the award, Company will pay to User the greater of: (i) the amount awarded by the arbitrator; or (ii) $2,500.
- (f) Fees; Location. If User commences arbitration in accordance with these Terms, Company will reimburse User for User’s payment of the filing fee, unless User’s claim is for more than $5,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place in Denver, Colorado, or another location mutually agreed upon by the parties; provided, however, notwithstanding the foregoing, the parties shall endeavor, where possible, to cause the arbitration proceeding to be conducted: (i) solely on the basis of documents submitted to the arbitrator; or (ii) through a non-appearance-based telephone hearing or videoconference. If the arbitrator finds that either the substance of User’s claim or the relief sought in User’s arbitration demand is frivolous or brought for an improper purpose, in the arbitrator’s reasonable discretion, then the payment of all arbitration fees will be governed by the AAA Rules. In that case, User agrees to reimburse Company for all monies previously disbursed by Company that are otherwise User’s obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Notwithstanding anything herein to the contrary, each party will be responsible for their own attorneys’ fees associated with an arbitration under these Terms, and in no event may the arbitrator award any party their attorneys’ fees.
- (g) Enforcement. The Parties irrevocably submit to the exclusive jurisdiction of a state or United States federal court of competent jurisdiction with respect to this section to compel arbitration, to confirm an arbitration award or order, or to handle court functions permitted under the Federal Arbitration Act. The Parties irrevocably waive defense of an inconvenient forum to the maintenance of any such action or other proceeding. The Parties may seek recognition and enforcement of any state court judgment confirming an arbitration award or order in any United States state court or any court outside the United States or its territories having jurisdiction with respect to recognition or enforcement of such judgment.
- (h) Waiver of Jury Trial. HE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between User and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, USER AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
- (i) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT, INCLUDING THE ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- (j) 30-Day Right to Opt Out. User has the right to opt out of the provisions of this Arbitration Agreement by sending written notice of its decision to opt out within thirty (30) days after first becoming subject to this Arbitration Agreement. User’s notice must include its name and address, its Wallet address (if applicable), and an unequivocal statement that User desires to opt out of this Arbitration Agreement. If User opts out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to User. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that User may currently have, or may enter in the future, with Company. Mail written notification by certified mail to.
Banless Labs, LLC d/b/a Bankless Labs and Bankless Labs, LLC
440 Monticello Ave Ste 1802
Norfolk, VA, 23510 - 2670, USA
- (k) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- (l) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
14.6 Attorneys’ Fees and Costs. In the event a party files an action in a court of competent jurisdiction pursuant to Section 14.(b), the party found to be the substantially losing party in any dispute shall be required to pay the reasonable attorneys’ fees and costs of any party determined to be the substantially prevailing party. In the context of this Agreement, reasonable attorneys’ fees and costs shall include but not be limited to legal fees and costs, the fees and costs of witnesses, accountants, experts, and other professionals, and any other forum costs incurred during, or in preparation for, a dispute. It is understood that certain time entries that may appear in the billing records of such party’s legal counsel may be redacted to protect attorney-client or work-product privilege, and this will not prevent recovery for the associated billings.
14.7 Third-Party Beneficiaries. This Agreement and the rights and obligations hereunder shall bind and inure to the benefit of the parties and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder.
14.8 No Support or Maintenance. User acknowledges and agrees that Company will have no obligation to provide User with any support or maintenance in connection with the Platform, Website, or Service.
Company Contact Information. Questions can be directed to Company at: .