Terms of Service
Last Updated Date: 5/6/2025
Ethos Network, Inc., a Delaware corporation and its affiliates (collectively, “Company”, “we”, “our”, or “us”) provide this website (the “Website”) and related web application (“WebApp”), as well as browser or application extensions (“Extensions”) and other services (“Services”) to you, subject to the following terms and conditions, together with any documents or policies they expressly incorporate by reference (collectively, the “Terms”). The Terms constitute a legal agreement between you and us and govern all use of the Website and WebApp, including all content, information, and services provided on the Website. The Terms also govern the use by you of listservs, message boards, social networking sites and other commenting forums, whether operated by us or by third parties, such as X, Telegram, and Discord (collectively the “Forums”).
Please read the Terms carefully before using the Website. By using the Website or installing Extensions, you accept and agree to be bound and abide by the Terms. If you do not agree to these Terms, you must not access or use the Website.
BY USING ANY SERVICES, CONNECTING A WALLET (DEFINED BELOW) TO THE WEBSITE, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (2) YOU ARE OF LEGAL AGE IN YOUR JURISDICTION TO FORM A BINDING CONTRACT WITH US, (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS; AND (4) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION.
WE ARE NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER WE NOR OUR SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, OR LEGAL ADVICE. WE PROVIDE SOFTWARE THAT ALLOWS YOU TO PURCHASE AND MANAGE CERTAIN SELF-CUSTODIED TOKENS AND OTHERWISE PREPARE TRANSACTIONS THAT MAY BE EXECUTED ON THIRD-PARTY BLOCKCHAINS AND OTHER THIRD-PARTY SERVICES (DEFINED BELOW). BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL.
SECTION 15 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND US. AMONG OTHER THINGS, SECTION 15 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. PLEASE READ SECTION 15 CAREFULLY.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.
PLEASE NOTE THAT THE TERMS (INCLUDING ANY SUPPLEMENTAL TERMS) IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Terms available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Terms. Any changes to the Terms will be effective immediately. We may require you to provide consent to the updated Terms in a specified manner before further use of the Website, and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
A. The Website provides a web-based application that aggregates and publishes publicly available third-party information about:
a. The Ethos Protocol (the “Protocol”), source-available software enabling users to take certain actions such as posting positive or negative reviews of other users on Supported Blockchains (as defined in Section 1.1) and “staking” tokens to support these reviews.
b. Certain smart contract systems which implement software logic for various functions of the Protocol, such as reviews, staking, and slashing;
c. Certain smart contract systems which implement software logic for handling fees associated with using the Protocol; and
d. Transaction records relating to the Protocol.
B. The Website aggregates and summarizes aggregate user data published to public blockchains via the Protocol to generate composite, proprietary “Credibility Scores” for Protocol users. Credibility Scores are based on a variety of factors relating to user actions, such as the number of positive or negative reviews of a given user, the Credibility Scores of reviewers, and number of tokens staked by users to support their reviews.
C. The WebApp also allows Users to indicate transactions the User would like to perform in connection with the Protocol, in order to generate draft transaction messages which the User can transmit to blockchain system validators via a third-party wallet application or device (“Wallet”) to conduct transactions using the Protocol and certain blockchain-based cryptocurrencies, tokens, or other digital assets (“Tokens” or “Digital Assets”).
D. The Services also include web browser extensions (collectively, “Extensions”) that expand the functionality of certain third-party Forums (such as social media websites and applications) by displaying information from the Website and/or Protocol.
E. Relationship to Protocol. The Protocol is a system of software-based smart contracts, which enables Users to signal reputability of other users. The Website aggregates this data, on an aggregate and collective basis, to generate Credibility Scores of other Users. The Protocol is not part of the Website, and we have no obligation to monitor or control any use of the Protocol by you or any third party. We make no representations or warranties about the functionality of the Protocol. Any use of the Protocol is undertaken at your own risk, and we are not and shall not be liable to you or to any third party for any loss or damage arising from or connected to your or any third party’s use of the Protocol. Notwithstanding anything to the contrary set forth herein, the terms of Sections 9 through 11 of this Terms apply, mutatis mutandis, to any claims arising out of your use of or inability to use the Protocol. THE PROTOCOL IS MADE AVAILABLE ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND YOU CREATE, ACCESS, AND/OR INTERACT WITH THE PROTOCOL AT YOUR OWN RISK. For more information about the Protocol, please view the documentation available at https://whitepaper.ethos.network.
Important disclaimers and disclosures regarding the Website, WebApp, Services, and Protocol can be found in the Ethos Risk Disclosure Statement, available at https://ethos.network/disclosures. You should familiarize yourself with these disclaimers and disclosures and conduct your own thorough due diligence into the Protocol before using the Website, WebApp, Services, or Protocol.
PROVISIONS
1. DESCRIPTION OF THE SERVICES. The Services include the WebApp and Services enabled thereby, as further defined and described below. There are important risks and limitations associated with the use of the Services as described below and elsewhere in these Terms. Please read them carefully.
1.1 WebApp. Our Services include access to our WebApp, which is an online user web application enabled through the Website, and supporting documentation made available therewith, that assists Users in viewing other users’ Credibility Scores (described in Section 1.2 below) and generating transaction messages compatible with the Protocol which are designed to accomplish the User’s operational goals as expressed through the User’s interactions with the WebApp. If the User so wishes, the User may cause such transaction messages to be delivered by the Website via API to a compatible third-party wallet application or device (“Wallet”) selected by the User after pressing the “Connect Wallet” (or similar) button on the Website, and such transaction messages (as generated by the WebApp and with any subsequent modifications elected to be made by the User through the third-party wallet application) may then be broadcast by the User to nodes on a relevant third-party blockchain system (each, a “Supported Blockchain”) for potential processing and execution in accordance with the Protocol and the technological and contractual parameters of each such Supported Blockchain (the applicable “Blockchain Rules”). The User must personally review and authorize all transaction messages that the User wishes to broadcast to any blockchain systems and we provide no representation or warranty as to the accuracy thereof or the match thereof to the User’s actual intentions for use of the relevant blockchain systems or the Protocol.
1.2 Credibility Scores. Credibility Scores are numbers which rate the relative reputations of users within the community of Protocol users, as reported by other users of the Protocol based on various factors (described in Section 1.3 below). Credibility Scores are the composite result of many users’ actions according to rules embedded in the Protocol; as such, we do not control the Credibility Score of any particular user. Credibility Scores may not reflect all relevant information about a user, and it is possible for coordinated groups to influence the Credibility Score of particular users. Users should not solely rely on Credibility Scores when making business, investment, or other decisions. Credibility Scores may be accompanied by words such as “Exemplary”, “Reputable”, or “Untrusted”, which are intended solely to assist users in interpreting the meaning of the Credibility Scores. We express no opinion on the reputation or reputability of any user, and shall have no liability for any harm or losses, whether direct or indirect, relating to a user’s reputation or actions taken by other users on the basis of a Credibility Score, whether on or off the Website.
1.3 Credibility Score Factors. There are many factors which are used to determine Credibility Scores, including, but not limited to:
(a) The Credibility Score of the person who invited the user to use the Services;
(b) The age of the Wallet connected to the WebApp;
(c) The number of “followers” on the user’s third-party social media sites;
(d) The number and type of positive and negative reviews of the user’s on- and off-site behavior by other users (as described in Section 1.4 below);
(e) The amount of ETH “vouched” for the user (as described in Section 1.5 below); and
(f) The number of successful or attempted “slashes” of the user’s Credibility Score (as described in Section 1.6 below).
We reserve the right to change the factors and/or use of factors to calculate Credibility Scores at any time without notice to you.
1.4 User Reviews. Users may “review” other users by posting content on a Supported Blockchain and interacting with certain smart contracts (which may require paying fees). Reviews may include positive or negative comments. All statements and/or opinions expressed in these materials, are solely the opinions and the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. Any materials you post to any blockchain or submit to us, whether or not solicited by us (“User Contributions”), are not made in confidence or trust and will be considered non-confidential and non-proprietary. No fiduciary relationship is intended or created between you and us in any way, and you have no expectation of review, compensation or consideration of any type. By providing any User Contributions, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain abusive, offensive, profane, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with the subject’s competitors if posting negative reviews, or with the subject or its affiliates if posting positive reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative. You represent and warrant that:
(a) You own or control all rights in and to the materials you post, and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and
(b) All of your User Contributions do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not we, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We have the right to:
i. remove or refuse to post any User Contributions to the Website, for any or no reason, in our sole discretion;
ii. take any action with respect to any User Contribution that we deem necessary or appropriate, in our sole discretion, including if we believe that such User Contribution violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for us;
iii. disclose your identity or other information about you to any third party as required by law to enforce such third party’s intellectual property or privacy rights.
iv. take appropriate legal action, including without limitation, referral to or cooperation with law enforcement, for any illegal or unauthorized use of the Website.
However, we do not undertake to review all User Contributions before they are posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
1.5 Vouching. Users may “vouch” for other users by using certain smart contracts to “deposit” Ethereum network tokens (ETH) and paying a fee. When you vouch for a user, the assessed fee is transferred (in various proportions, as displayed on the Website from time to time) to the vouched-for user, other users who previously vouched for that user, and/or us. Therefore, vouching for a user rewards other users for their positive contributions to the community and helps support our provision of the Website and Services. At any time, subject to applicable Blockchain Rules relating to time-locks and transaction processing, you may “withdraw” your ETH by broadcasting the appropriate blockchain transaction message.
1.6 Slashing. Users may “slash” other users by using certain smart contracts to “deposit” Ethereum network tokens (ETH) and paying a fee. When you attempt to slash a user, you are indicating your own personal belief the that the user’s Credibility Score is higher than it should be; other users may then cast votes for or against the attempted slashing. If the requisite threshold of affirmative votes is reached, the slashed user and/or other users who vouched for that user will lose Credibility Score and/or vouched ETH. However, if the threshold of negative votes is reached (i.e., the proposed slashing fails), the deposited ETH will be transferred to the subject of the vote and/or other users who previously vouched for that user. We may regulate the frequency at which users may be slashed, and the impact of each slashing event on a user’s Credibility Score.
1.7 Wallets. In order to access and use certain Services, you may need to connect a Wallet to the WebApp. We disclaim all liability in connection with the foregoing, including without limitation any inability to access any blockchain tokens (“User Assets”) you have sent to such Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WE DISCLAIM ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR USER ASSETS THAT MAY BE DEPLOYED TO THE PROTOCOL BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH WALLETS.
1.8 Third-Party Forums and Extensions. We may make available for your use certain Extensions that expand the functionality of third-party Forums by enabling users to view and interact with Credibility Scores within those third-party Forums. Use of any Extension is subject to these Terms and any applicable license for the relevant Extension. Such third-party Forums are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any third-party Forums accessed through the Services or any third-party content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the third-party Forum or content. Inclusion of, linking to, or permitting the use or installation of any third-party Forum or content does not imply approval or endorsement thereof by us. If you decide to access the third-party Forums or to use or install any third-party content, you do so at your own risk, and you should be aware these Terms do not govern your use of such Forums. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through third-party websites will be from other entities, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on third-party websites and we shall have no responsibility or liability from any harm or loss caused by your purchase of such products or services or use of third-party content or websites.
1.9 Security. Users are solely responsible for all matters relating to their accounts, addresses and User Assets and for ensuring that all uses thereof comply fully with these Terms. Users are solely responsible for protecting the data integrity and confidentiality of their login information and passwords (if any) or private keys for the Services or any Wallet used in connection with the Services. The compatibility of the Services with wallet applications and devices or other third-party applications or devices is not intended as, and you hereby agree not to construe such compatibility as, an endorsement or recommendation thereof or a warranty, guarantee, promise or assurance regarding the fitness or security thereof.
1.10 Your User Assets. When you use the Services in connection with any User Assets, including without limitation by vouching for users and staking User Assets, you represent and warrant that:
(a) you own or have the authority to connect to the applicable Wallet;
(b) you own or have the authority to deploy such User Assets; and
(c) all User Assets you deploy, transfer, or otherwise make available in connection with our Services have been purchased, earned, received, or otherwise acquired by you in compliance with all applicable laws.
1.11 Loss of User Assets and Credibility Score. You acknowledge and agree that we shall have no liability to you or any third party with respect to any losses (arising from any action or inaction or otherwise) resulting in the slashing, misappropriation, or other loss or diminution of User Assets or Credibility Scores.
1.12 Other Information. We make no representations or warranties as to the quality, origin, or ownership of any content found on or available through the Services. We shall not be liable for any errors, misrepresentations, or omissions in, of, or about the content, nor for the availability of the content. We shall not be liable for any losses, injuries, or damages from the access, inability to access, display, or use of the content. In providing information about Tokens, smart contracts, and other relevant tools or technologies, we rely on third-party resources which may not be accurate or many not conform to a given User’s expectations. Multiple Tokens can use the same name or symbol, meaning that the name or symbol of a Token does not guarantee that it is the Token desired by the User or generally associated with such name or symbol. Users must not rely on the name, symbol or branding of a Token displayed through the Website, but instead must examine the specific smart contract associated with the name, symbol or branding and confirm that the Token accords with User’s expectations.
1.13 Supported Blockchains. The Protocol enables the aggregation of user reviews, vouching, and slashing, in each case as deployed and processed across Supported Blockchains in accordance with the applicable Blockchain Rules. For the avoidance of doubt, we do not own or control your Wallet or any Supported Blockchain, nor do we have the ability to change the results of operation of the Protocol. All use of any Wallet and/or any Supported Blockchain is at your own risk.
1.14 Compatibility Risk. The Services may not be compatible with all forms of cryptocurrency, blockchains, and/or types of transactions, and certain of your User Assets may not be compatible with the Services. Whether or not a User Asset is then-currently compatible with the Services may change at any time, in our sole discretion, with or without notice to you.
1.15 Promotions; Points Program. We may from time to time make available certain conditional offers, airdrops, promotional prices, or discounted fees (each, a “Promotion”) to new or existing Users. The rules governing such Promotion will be made available in connection with such Promotion. We will determine your eligibility for any Promotion in our sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you. Without limiting the generality of the foregoing, subject to your ongoing compliance with this Terms, we may from time to time enable you to participate in a limited program that rewards Users interacting with the WebApp and Protocol, by allocating such Users with certain units of account that bear no cash or monetary value and may be maintained on a centralized database of the Company, sometimes referred to as ‘Points’ (such promotion, the “Points Program”). Your participation in the Points Program shall be governed by this Terms and the terms of the Points Program in effect at such time(s) (the “Points Program Terms”), which (as they may be updated from time to time in our sole discretion) are hereby automatically incorporated by reference.
2. ELIGIBILITY; USER REPRESENTATIONS AND WARRANTIES.
2.1 Eligibility. You represent and warrant that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue, you shall immediately cease accessing and using the Services:
(a) You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Services under the laws of the United States, your place of residence, or any other applicable jurisdiction. If you are acting on behalf of a business entity, such entity is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite power and authority for a business entity of its type to carry on its business as now conducted;
(b) You have all requisite capacity, power and authority to accept the terms and conditions of the Terms and to carry out and perform your obligations hereunder. The Terms constitutes a legal, valid and binding obligation enforceable against you in accordance with its terms;
(c) Your agreement to these Terms and use of the Services does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any law applicable to you, or contract or agreement to which you are a party or by which you are bound;
(d) None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into this Terms; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Terms (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with this Terms is: (A) located or ordinarily resident, organized, established, or domiciled in any country where use or provision of the Services or related activities is illegal, prohibited, or requires a permit or license, (B) identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the sanctions lists maintained by the United Kingdom, British Virgin Islands, United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), or the European Union (EU) or its member states (in each case, as applicable to you or us); or (C) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other token- or Digital Asset- trading or blockchain technology related activities;
(e) You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to cryptocurrency;
(f) The Tokens or other funds you use in connection with the Services are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law; and
(g) You are knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including the Protocol, blockchain tokens, and “smart contracts” (runtime bytecode deployed to a blockchain). You have conducted your own thorough independent investigation and analysis of the Protocol, Services, and the other matters contemplated by these Terms, and have not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of us in connection therewith, except as expressly set forth by us in these Terms.
2.2 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a computer or mobile device that is suitable to connect with and use the Services as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
2.3 Publicity and Privacy. The Services rely on the incidental use and reproduction of certain publicly-available personal information, which we use solely to enable our users to identify individuals for purposes of generating Credibility Scores for such individuals (including by reviewing, vouching for, or slashing). As a User of the Services, you expressly grant us a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use, reproduce, and display your publicly-available identity or identifiers, including without limitation any social media display name, handle, or alias, and any “profile picture”, “avatar”, or other image you have uploaded to any publicly-available Forum and associated with your account on such Forum. AS BETWEEN YOU AND US ONLY, YOU HEREBY DISCLAIM ANY LEGAL OR ECONOMIC INTEREST IN OUR USE OR PUBLICATION OF YOUR PERSONAL IDENTIFIERS, INCLUDING YOUR NAME AND LIKENESS. YOU HEREBY WAIVE ANY CLAIMS OF INVASION OF PRIVACY AGAINST US IN CONNECTION WITH THE ACTIVITIES OF USERS OF THE SERVICES. If you are not a user and wish for your identity or identifiers to be removed from the Services, you may submit a takedown request by contacting us at legal@ethos.network.
3. YOUR ASSUMPTION OF RISK.
3.1 Risk of Financial Loss. WHEN YOU USE THE SERVICES, YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT A FINANCIAL OR INVESTMENT ADVISOR AND THAT THE SERVICES ENTAIL A RISK OF LOSS AND MAY NOT MEET YOUR NEEDS. The Services provided by us rely on Supported Blockchains and applicable Blockchain Rules, which may not be reliable, consistent, or dependent in all scenarios. We may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. We encourage you to periodically confirm the valuation of your User Assets and the accuracy of any User Asset Information through independent sources. We do not and cannot make any guarantee that your User Assets will not lose value. The prices of cryptocurrency assets can be extremely volatile. We make no warranties as to the markets or blockchains in which your User Assets are transferred, purchased, or traded.
3.2 Cybersecurity Risks. You understand that like any other software, the WebApp, and the Services could be at risk of third-party malware, hacks, or cybersecurity breaches, including social engineering attacks directed at or through social media channels we use to communicate with Users. You agree that it is your responsibility to monitor your User Assets regularly and confirm their proper use and deployment consistent with your intentions.
3.3 Expertise and Experience. You represent and warrant that you (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Wallet, and any Supported Blockchains to which your User Assets may be deployed in connection with the Services; (ii) have the knowledge, experience, understanding, professional advice, and information to make your own evaluation of the merits, risks, and applicable compliance requirements under applicable laws of any use of your Wallet and Supported Blockchains to which your User Assets may be deployed in connection with the Services; (iii) know, understand, and accept the risks associated with your Wallet and Supported Blockchains to which your User Assets may be deployed in connection with the Services; and (iv) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that we will have no responsibility or liability for such risks.
3.4 General Risks of Blockchain Technology. In order to be successfully completed, any transaction involving your User Assets initiated by or sent to your Wallet must be confirmed by and recorded on the applicable Supported Blockchain. We have no control over any Supported Blockchain, and therefore cannot and do not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant Supported Blockchain. Once a transaction is initiated, we do not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:
(a) There are risks associated with using Digital Assets, including but not limited to, the risk of hardware, software, and Internet connection failures; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Wallet; the risks of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs or other technical defects, and assets that may become untransferable; and the risk that such Digital Assets may fluctuate in value. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions, delays, or losses you may experience when using blockchain technology, however caused.
(b) The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may materially adversely affect the development of the Services and the value of your User Assets.
(c) We make no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions (including without limitation changes to any Blockchain Rules) that are unfavorable to your User Assets. You acknowledge and accept that the Blockchain Rules governing the operation of a Supported Blockchain may be subject to sudden changes which may materially alter such Supported Blockchain and affect the value and function of any of your User Assets on that Supported Blockchain.
(d) We make no guarantee as to the security of any Supported Blockchain or Wallet. We are not liable for any hacks, double spending, or any other attacks on a Supported Blockchain or Wallet.
(e) The Supported Blockchains are controlled by third parties, and we are not responsible for their performance, nor any risks associated with the use thereof. We make no guarantee or warranties as to the functionality of or access to, any Supported Blockchain, Wallet, or other third-party service.
(f) You control your Wallet, and we are not responsible for its performance, nor any risks associated with the use thereof.
3.5 Fork Handling. The Protocol, Supported Blockchains, and all Tokens may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. We may not be able to anticipate, control or influence the occurrence or outcome of forks, and do not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, we do not assume any responsibility to notify a User of pending, threatened or completed forks. We will respond (or refrain from responding) to any forks in such manner as we determine in our sole and absolute discretion, and shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a User’s detriment. Without limiting the generality of the foregoing, our possible and permissible responses to a fork may include: (i) supporting the Protocol and Tokens on both chains; (ii) supporting the Protocol and Tokens on only one of the chains; (iii) supporting the Protocol and Tokens in different respects or to a different extent on both chains; or (iv) any other response or policy or procedure, as determined by us in our sole and absolute discretion. Each User assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage the User’s own interests and risks in connection therewith.
4. USE OF THE SERVICES.
4.1 License to the Services. Subject to these Terms, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely as described hereunder. Unless otherwise specified by us in a separate license, your right to use any and all Services is subject to the Terms. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated therewith.
4.2 Updates. You understand that the Services are evolving. You acknowledge and agree that we may update Services or Extensions with or without notifying you. You may need to update third-party software from time to time in order to use Services.
4.3 Certain Restrictions. The Services are intended for your internal use only. The rights granted to you in the Terms are subject to the following restrictions:
(a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website or WebApp;
(b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Company;
(c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks;
(d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services or Extensions except to the extent the foregoing restrictions are expressly prohibited by applicable law;
(e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
(f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and
(g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services or Extensions. Any future release, update or other addition to the Services shall be subject to the Terms. We, and our suppliers and service providers, reserve all rights not granted in the Terms. Any unauthorized use of the Services may terminate the licenses granted by us pursuant to the Terms.
4.4 Third-Party Services. Certain features of the Services may rely on third-party websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by us, including without limitation any Supported Blockchain, any validator on such Supported Blockchain, third-party identity verification providers, and your Wallet (each, a “Third-Party Service” and, collectively, “Third-Party Services”). Notwithstanding anything to the contrary in these Terms, you acknowledge and agree that (i) we shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (ii) we shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond our control, including without limitation the failure of a Supported Blockchain or other Third-Party Service.
4.5 Company May Discontinue Services. The Services and Extensions are operated and maintained in the sole and absolute discretion of the Company. We assume no duties, liabilities, obligations or undertakings to continue operating or maintaining the availability of the Services or Extensions and may terminate or change the Services or Extensions in any or all respects at any time. We may become unable or unwilling to fund the operational costs of the Services on a long-term basis or to fund the upgrade costs required to keep the Services up to date with current technologies. We have no obligation to ensure that the Services are complete and accurate sources of all information relating to the Protocol, Supported Blockchains, or any other subject matter. The Services do not necessarily display all Tokens that are available for use in connection with the Protocol. Even if the Services currently display a particular Token, we may discontinue tracking and publishing information about that Token at any time, in our sole and absolute discretion. In the event of such a discontinuation, Users may need to rely on third-party resources such as block explorers in order to get equivalent information, and, depending on the User’s level of expertise and the quality of such third-party resources, this may result in the User incurring financial losses due to delays or mistakes in processing information or transactions.
4.6 Company May Deny or Limit Access. We reserve the right to terminate or limit any person’s User status or access to or use of the Services at any time, without or without notice, as determined in our sole and absolute discretion. Such terminations and limitations may be based on any factor or combination of factors, including a person’s identity, blockchain address, IP address, internet service provider, virtual provider network provider, metadata, browser software, device type, wallet application, wallet device, region of citizenship or residence or current location, or suspicion that User has engaged or intends to engage in any prohibited use.
4.7 Cooperation With Investigations. We reserve the right at all times to cooperate with any governmental or law enforcement investigation or to disclose any information we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, based on any applicable law, regulation, legal process or governmental request, in our sole and absolute discretion.
4.8 No Regulatory Supervision. The Company and the Services are not registered or qualified with or licensed by, do not report to and are not under the active supervision of any government agency or financial regulatory authority or organization. No government or regulator has approved or consulted with the Company regarding the accuracy or completeness of any information available through the Services. Similarly, the technology, systems, Tokens, and persons relevant to information published through the Services may not be registered with or under the active supervision of or be registered or qualified with or licensed by any government agency or financial regulatory authority or organization. The Company is not registered as a broker, dealer, advisor, transfer agent or other intermediary.
5. OWNERSHIP.
5.1 Services. You agree that as between you and us, we and our suppliers own all rights, title, and interest in the Services, including but not limited to, any software, computer code, algorithms, technology, themes, objects, concepts, artwork, animations, sounds, methods of operation, and documentation, as well as all intellectual and proprietary rights related thereto. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any Services.
5.2 Trademarks. Company’s stylized name and all related graphics, logos, service marks, and trade names used on or in connection with any Services, or in connection with the Services, are the trademarks of Company and may not be used without permission in connection with your, or any third party, products or services. Other trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners.
5.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us through any suggestion and feedback forms, wiki site, Discord channels, forum, or other pages or means (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or our business.
6. USER CONDUCT. You agree that you are solely responsible for your conduct in connection with the Services. Any unauthorized use of any Services terminates the licenses granted by us pursuant to this Terms. You agree that you will abide by this Terms and will not (and will not attempt to):
6.1 provide false or misleading information to us;
6.2 use or attempt to use another User’s Wallet or attempt to access any Wallet that you do not have the legal authority to access;
6.3 pose as another person or entity;
6.4 use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Services (including any “griefing attack” or theft), or that could damage, disable, overburden, or impair the functioning of the Services in any manner (including any “sybil attack”, “DoS attack” or other attack);
6.5 develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services;
6.6 bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;
6.7 attempt to circumvent any content-filtering techniques we employ;
6.8 collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;
6.9 use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
6.10 bypass or ignore instructions that control all automated access to the Services;
6.11 use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Terms;
6.12 carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services;
6.13 engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
(a) trading User Assets at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such User Asset, unduly or improperly influencing the market price for such User Asset on the Services or any Supported Blockchain or establishing a price which does not reflect the true state of the market in such User Asset;
(b) for the purpose of creating or inducing a false or misleading appearance of activity in a User Asset or creating or inducing a false or misleading appearance with respect to the market in a User Asset: (i) executing or causing the execution of any transaction in a User Asset which involves no material change in the beneficial ownership thereof; or (ii) entering any order for the purchase or sale of a User Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such User Asset, has been or will be entered by or for the same or different parties; or
(c) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a User Asset;
6.14 use the Services to carry out any financial activities subject to registration or licensing in your jurisdiction except in strict compliance with applicable law;
6.15 use the Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise), defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others, publish, post, distribute or disseminate any inappropriate, profane, defamatory, obscene, pornographic indecent or unlawful topic, name, material or information;
6.16 upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same, and you understand that the burden of determining that any material is not protected by intellectual property laws rests with you;
6.17 use any content or information, including images or photographs, that are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
6.18 upload, store, post, sell, or transmit through the Services any material that violates or infringes in any way upon the rights of others, or that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, that encourages conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law;
6.19 upload or link to files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another; or
6.20 use the Service to participate in fundraising for a business, protocol, or platform except in strict compliance with applicable law.
7. FEES; TAXES.
7.1 Gas Fees. Access to the Website and certain Services is free. However, you may be required to pay network transaction fees (“Gas Fees”) to complete or effect any transaction in connection with your use of the Protocol. Gas Fees are determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by Company. You are solely responsible for paying any Supported Blockchain Gas Fees in connection with your transactions using the Protocol. You agree that all Gas Fees are non-cancellable, non-refundable, and non-recoupable.
7.2 Transaction Fees. We may charge a fee (“Transaction Fee”) to process certain transactions relating to reviews, vouching, and/or slashing, whether through the Protocol or the Website. You agree to pay any applicable Transaction Fees in connection with your transactions using the Protocol. You agree that Transaction Fees are non-cancellable, non-refundable, and non-recoupable.
7.3 Taxes. You are solely responsible for determining what, if any, taxes (including without limitation federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties) apply to you and/or to any transactions involving your User Assets or transactions using the Protocol. You are solely responsible for paying any such taxes.
8. INDEMNIFICATION.
You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of, or inability to use, any Services; (b) your violation of the Terms, including any of your representations or warranties hereunder; (c) your violation of any rights of another party, including any Users; (d) your failure to provide accurate or complete data in connection with your use of the Services; (e) your violation of any applicable laws, rules, or regulations; or (f) your use of, or inability to use, the Protocol. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this Section will survive any termination of the Terms and/or your access to Services.
9. RELEASE
TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE COMPANY PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING ANY REPUTATIONAL HARM, DIMUNITION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES.
To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You acknowledge that the releases in these Terms are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS.
10.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES AND EXTENSIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. THE COMPANY PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL FUNCTION AS INTENDED OR BE SUITABLE FOR YOUR PURPOSES, AND YOU BEAR ALL RISK ASSOCIATED WITH ANY USER ASSETS THAT YOU USE IN CONNECTION THEREWITH.
(a) COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROTOCOL OR YOUR USE OF THE SAME. THE COMPANY PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL BE FREE OF THIRD PARTY MALWARE, HACKS, OR OTHER CYBERSECURITY BREACHES.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS THEREFROM.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
10.2 FROM TIME TO TIME, WE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT OUR SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
10.3 WE ARE NOT AN INVESTMENT OR FINANCIAL ADVISOR. NEITHER WE NOR OUR SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES OR ANY WALLET. NEITHER WE NOR OUR SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER WE NOR OUR SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
10.4 No Liability for Conduct of Third Parties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND SUPPORTED BLOCKCHAINS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. COMPANY PARTIES SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND SUCH COMPANY PARTIES’ CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED BLOCKCHAIN IN CONNECTION WITH THE SERVICES.
10.5 No Liability in Connection with Open-Source Software. Notwithstanding anything to the contrary in these Terms, you acknowledge and agree that any software or services you access under the terms of an OSS License (including without limitation the Protocol) is at your own risk, and Company shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances outside beyond Company control, including without limitation through your use of any content under the terms of an OSS License.
10.6 No Liability for Third-Party Materials. As a part of the Services, you may have access to materials that are hosted or made available by another party. You agree that it is impossible for Company to monitor such materials and that you access these materials at your own risk.
11. LIMITATION OF LIABILITY.
11.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR USE OF SERVICES OR ANY COMMUNICATIONS, INTERACTIONS OR EXCHANGES WITH OTHER USERS OF SERVICES OR THIRD PARTIES THAT INTERACT WITH THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING ANY SUCH DAMAGES RESULTING FROM: (a) LOSS OR DIMINISHMENT IN VALUE OF USER ASSETS, (b) THE USE OR INABILITY TO USE SERVICES; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SUPPORTED BLOCKCHAIN; (f) ANY USE OF THE PROTOCOL, OR (g) ANY OTHER MATTER RELATED TO SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THIS AGREEMENT. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY SUCH PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
12. MONITORING AND ENFORCEMENT. If we become aware of any possible violations by you of the Terms, we reserve the right to investigate such violations. If, as a result of the investigation, we believe that criminal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including any information related to your Wallet, in Company’s possession in connection with your use of Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms, (iii) respond to your requests for customer service, or (iv) protect the rights, property or personal safety of us, our Users or the public, and all enforcement or other government officials, as we in our sole discretion believes to be necessary or appropriate.
13. TERM AND TERMINATION.
13.1 Term. The term of these Terms commences on the date when you accept the Terms (as described in the preamble above) and shall remain in full force and effect while you use any Services, unless terminated earlier in accordance with the terms set forth herein.
13.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Terms commenced on the earlier to occur of (a) the date you first used Services or (b) the date you accepted the Terms and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Terms.
13.3 Termination of Services by Company. We reserve the right to terminate the Terms and your access to the Services at any time, for any or for no reason, with or without notice to you.
13.4 Termination of Services by You. If you want to terminate the Services provided by Company, you may do so by notifying us and ceasing all further use of the Services.
13.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation ownership provisions, warranty disclaimers, indemnification and limitation of liability.
13.6 No Subsequent Use. If your ability to access the Services, is discontinued by Company due to your violation of any portion of the Terms, then you agree that you shall not attempt to access the Services.
14. INTERNATIONAL USERS. Services can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that Company intends to announce such Services in your country. Services are controlled and offered by Company from its facilities in Texas, USA. Company makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
15. DISPUTE RESOLUTION.
15.1 These Terms and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, without regard to its conflict of laws rules.
15.2 Any controversy or claim brought against the Company by or on behalf of any User relating to the subject matter of this Terms (“Dispute”) shall be determined and resolved exclusively by confidential, binding arbitration. The arbitration shall be administered under the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”). The seat or legal place of arbitration shall be within the State of Texas. The language to be used in the arbitral proceedings shall be English. The number of arbitrators shall be one. The arbitrator shall be appointed in accordance with the procedures set out in the Rules.
15.3 The arbitral tribunal shall have the powers applicable under the laws of the State of Texas and the Rules including, without limitation, the power to order on a provisional basis any relief which it would have power to grant in a final award, and to award legal fees and expenses to the prevailing party or parties. The decision and award of the arbitral tribunal shall be final and binding, and shall be enforceable by any court of competent jurisdiction (including the courts of the State of Texas) in accordance with applicable legal requirements and international treaties. The Parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator.
15.4 Each Party: (i) hereby irrevocably and unconditionally submits to the jurisdiction of the arbitral tribunal and the state and federal courts of Texas for the purpose of any Dispute, including the enforcement of any decision of the arbitral tribunal as set forth above, (ii) agrees not to commence any Dispute except in accordance with this Agreement, including the use of binding arbitration as set forth above; and (iii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any Dispute, any claim that it is not subject personally to the jurisdiction of the arbitral tribunal or the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court.
15.5 EACH OF THE PARTIES HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY DISPUTE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
16. GENERAL PROVISIONS.
16.1 Electronic Communications. The communications between you and us may take place via electronic means, whether you use the Services or send us e-mails, or whether we post notices on our Website or communicate with you via e-mail. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
16.2 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.3 Force Majeure. Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.
16.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Services, please contact us at: support@ethos.network. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16.5 Exclusive Venue. To the extent the parties are permitted under this Terms to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state and federal courts of the State of Texas.
16.6 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
16.7 Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English. If the Terms are translated into any other language, the English-language terms shall control.
16.8 Notice. Where we require that you provide an e-mail address or other contact information, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, our dispatch of the email containing such notice will nonetheless constitute effective notice. We may also give you notice by posting such notice on the Website, and you acknowledge and agree that it is your responsibility to view the Website regularly to view any such notices. You may give notice to Company at the following address: support@ethos.network.
16.9 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.10 Severability. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
16.11 Export Control. You may not use, export, import, or transfer Services except as authorized by the laws of the jurisdiction in which you obtained Services, and any other applicable laws.
16.12 Entire Agreement. The Terms is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.