Terms of Service
Last Revised on August 23, 2024
Welcome to the Terms of Service (these “Terms”) for our website-hosted user interface located at reservoir.xyz (the “Interface”), operated by or on behalf of the Reservoir Protocol (the “Protocol,” “we” or “us”). The Interface and any content, tools, documentation, features and functionality offered on or through the Interface are collectively referred to as the “Services”.
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
SECTION 9 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE SERVICES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 9 .
Table of Contents
General
Who May Use The Services
Rights We Grant You
Ownership and Content
Third Party Services and Materials
Disclaimers, Limitations of Liability and Indemnification
Arbitration and Class Action Waiver
Additional Provisions
General
Generation and Redemption of rUSD. In order to mint rUSD, users must deposit USDC into the smart contract for the Protocol. Users may do this through the Interface. Users will enter the amount of rUSD they wish to mint, and the Interface will confirm that such number of rUSD can be minted, or, if the total amount of rUSD that the user desires to mint cannot be minted at such time, the Interface will display the amount of rUSD that can be minted. The user can click to accept the transaction, and after acceptance, the Interface will cause USDC in the amount indicated by the user to be moved from the user’s Wallet (as defined below) to the Protocol, and after the Protocol has generated rUSD, will direct the Protocol to deposit such rUSD in such user’s Wallet. In order to redeem rUSD users must enter the amount of rUSD they want to redeem in the Interface, and the Interface will confirm that such number of rUSD can be redeemed by the Protocol, or, if the total amount of rUSD that the user desires to redeem cannot be redeemed at such time, the Interface will display the amount of rUSD that can be redeemed. The user can click to accept the transaction, and after acceptance, the Interface will cause rUSD in the amount displayed to be moved from the user’s Wallet and burned and will direct the Protocol to deposit USDC in such user’s Wallet. Note that redemption transactions may be subject to a time lag if there is insufficient USDC in the Peg Stability Model smart contract and other assets held in the Protocol reserves must be sold or redeemed to fund such redemptions. Both minting and redemption transactions will be subject to any fees associated with transfers both to and from the Protocol on the relevant blockchain.
Generation and Redemption of srUSD and trUSD. In order to mint srUSD and trUSD, users must deposit rUSD into the smart contract for the Protocol. Users may do this through the Interface. Users will enter the amount of srUSD or trUSD they wish to mint, and the Interface will confirm that such number of srUSD or trUSD, as applicable can be minted, or, if the total amount of srUSD or trUSD, as applicable, that the user desires to mint cannot be minted at such time, the Interface will display the amount of srUSD or trUSD that can be minted. The user can click to accept the transaction, and after acceptance, the Interface will cause rUSD in the amount indicated by the user to be moved from the user’s Wallet (as defined below) to the Protocol, and after the Protocol has generated srUSD or trUSD, will direct the Protocol to deposit such srUSD or trUSD in such user’s Wallet. In order to redeem rUSD users must enter the amount of rUSD they want to redeem in the Interface, and the Interface will confirm that such number of rUSD can be redeemed by the Protocol, or, if the total amount of rUSD that the user desires to redeem cannot be redeemed at such time, the Interface will display the amount of rUSD that can be redeemed. The user can click to accept the transaction, and after acceptance, the Interface will cause rUSD in the amount displayed to be moved from the user’s Wallet and burned, and will direct the Protocol to deposit USDC in such user’s Wallet. Note that redemption transactions may be subject to a time lag if there is insufficient USDC in the Peg Stability Model smart contract and other assets held in the Protocol reserves must be sold or redeemed to fund such redemptions. Both minting and redemption transactions will be subject to any fees associated with transfers both to and from the Protocol on the relevant blockchain.
Wallets. To use certain of the Services, you will need to connect a compatible third-party digital wallet (“Wallet”) with the Services. By using a Wallet in connection with the Services, you agree that you are using the Wallet under the terms and conditions of the applicable third-party provider of such Wallet. Wallets are not associated with, maintained by, supported by or affiliated with the Reservoir Protocol. You acknowledge and agree that we are not party to any transactions conducted while accessing our Interface, and we do not have possession, custody or control over any digital assets appearing on the Services. When you interact with the Interface, you retain control over your digital assets at all times. We accept no responsibility or liability to you in connection with your use of a Wallet, and we make no representations or warranties regarding how the Services will operate or be compatible with any specific Wallet. We do not hold the private keys necessary to access the assets held in a Wallet, and we have no ability to help you access or recover your private keys and/or seed phrases for your Wallet. You are solely responsible for maintaining the confidentiality of your private keys and you are responsible for any transactions signed with your private keys.
Updates; Monitoring. We may make any improvement, modifications or updates to the Services, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (the “Updates”) from time to time. Your continued access and use of the Services are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although we are not obligated to monitor access to or participation in the Services, it has the right to do so for the purpose of operating the Services, to ensure compliance with the Terms and to comply with applicable law or other legal requirements.
Fees. We may charge or pass through fees for some or part of the Services we make available to you, including transaction or processing fees, blockchain gas or similar network fees. We will disclose the amount of fees we will charge or pass through to you for the applicable Service at the time you access, use or otherwise transact with the Services. Although we will attempt to provide accurate fee information, any such information reflects our estimate of fees, which may vary from the fees actually paid to use the Services and interact with the applicable blockchain with which the Services are compatible. Additionally, your Wallet provider may impose a fee to transact on the Services. We are not responsible for any fees charged by a third party. All transactions processed through the Services are non-refundable. You will be responsible for paying any and all taxes, duties and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. In certain cases, your transactions through the Services may not be successful due to an error with the blockchain or the Wallet. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions. You acknowledge and agree that all information you provide with respect to transactions on the Services is accurate, current and complete, and you have the legal right to use such payment method.
Who May Use The Services
Eligibility. You must be 18 years of age or older and not be a Prohibited Person to use the Services. A “Prohibited Person” is any person or entity that is (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including being designated on any list of prohibited or restricted parties by any governmental authority, such as the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List Entity List, the E.U. Consolidated List of persons and the U.K. Consolidated List of Financial Sanctions Targets, (b) located, a resident of or organized in the United States or any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom or the United States, or (c) owned or controlled by such persons or entities listed in (a)-(b). You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are located or accessing the Services from in connection with your use of the Services. By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in the prohibited activities in Section 4.3. The Interface is provided as a tool for users to interact with the Protocol on their own initiative, with no endorsement or recommendation of cryptocurrency trading activities. In doing so, we are not recommending that users or potential users engage in cryptoasset trading activity, and users or potential users of the Interface in the UK should not regard this webpage or its contents as involving any form of recommendation, invitation or inducement to deal in cryptoassets. None of rUSD, srUSD or trUSD are being offered to the public in the EEA, and no party is seeking the admission to trading of rUSD, srUSD or trUSD in the EEA. Users or potential users of the Interface agree that they are acting on their own exclusive initiative in respect of any use of the Interface or the Protocol. None of rUSD, srUSD or trUSD are being offered to United States persons, and United States persons are not permitted to use the Interface or the Protocol.
Provision of Information. We may require you to provide certain information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering or for counteracting financing of terrorism. We may also require you to provide such information or documents in cases where we have reason to believe: (i) that your Wallet is being used for illegal money laundering or for any other illegal activity; or (ii) you have concealed or reported false identification information or other details. You agree to provide us with accurate, complete and updated information in order for us to make these determinations.
Rights We Grant You
Right to Use Services. We hereby permit you to use the Services for your internal use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that we, in our sole discretion, may elect to take.
Restrictions On Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms; (b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same, except as expressly permitted by these Terms or applicable law; (c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; (d) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services; (e) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation; (f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same; (g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services or the computer systems, wallets, accounts, protocols or networks connected to the Services; (h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services or the computer systems, wallets, accounts, protocols or networks connected to the Services; (i) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; (j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; (k) submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable; (l) violate any applicable law or regulation in connection with your access to or use of the Services; or (m) access or use the Services in any way not expressly permitted by these Terms.
Interactions with Other Users on the Services. You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Ownership and Content
Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, and all related names, logos, product and service names, designs and slogans, are protected under copyright, trademark and other intellectual property laws. You agree that we and/or our licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.
Ownership of Feedback. We welcome feedback, bug reports, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes our sole and exclusive property, and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
Third Party Services and Materials
Third Party Services and Materials. The Services may display, include or make available services, content, data, information, applications or materials from third parties (“Third-Party Services and Materials”) or provide links to certain third party websites. We do not endorse any Third-Party Services and Materials. You agree that your access and use of such Third-Party Services and Materials is governed solely by the terms and conditions of such Third-Party Services and Materials, as applicable. We are not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services and Materials, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third-Party Services and Materials. We are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Services and Materials or websites. You irrevocably waive any claim with respect to such Third-Party Services and Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Services and Materials, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Services and Materials. Third-Party Services and Materials and links to other websites are provided solely as a convenience to you.
Disclaimers, Limitations of Liability and Indemnification
Disclaimers
(a) Your access to and use of the Services and the Protocol are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the companies that developed and that support the Protocol, their affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Protocol Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES AND THE PROTOCOL FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. The Protocol Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services and the Protocol; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or the Protocol; (c) the operation or compatibility with any other application or any particular system or device, including any Wallets; (d) whether the Services or the Protocol will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) whether the Services or the Protocol will protect your assets from theft, hacking, cyber attack, or other form of loss caused by third party conduct. Nothing contained in the Services constitutes, or is meant to constitute, financial, legal or other professional advice of any kind. If you require advice in relation to any financial, legal or other professional matter you should consult an appropriate professional. No advice or information, whether oral or written, obtained from the Protocol Entities or through the Services, will create any warranty or representation not expressly made herein. (b) THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 7.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. (c) WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. (d) YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH WE WILL BE RESPONSIBLE FOR.
Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE THOUSAND DOLLARS (US $1,000). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Acknowledgement; Assumption of Risks. (a) By using the Services, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, cryptocurrencies and other digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that the cryptocurrencies and other digital assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding cryptocurrency and using blockchain technology. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks. Additional risks related to the Services and the Protocol are set forth at Risk Factors. (b) No advice or information, whether oral or written, obtained from us or provided through the Services, will create any warranty or representation not expressly made herein. You agree and understand that all transfers, staking, or other actions you perform utilizing transaction data provided by the Interface are considered unsolicited, which means that you have not received any investment advice from us in connection with any such action, we have not actively solicited your use of the Services, and that we do not conduct a suitability review of any such action.
Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Protocol Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Protocol Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; or (d) your negligence or wilful misconduct. If you are obligated to indemnify any Protocol Entity hereunder, then you agree that we will have the right, in our sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms, and you agree to fully cooperate with us in the defense or settlement of such claim.
Third Party Beneficiaries. You acknowledge and agree that the Protocol Entities are beneficiaries of these Terms, including under Sections 7 and 8.
Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Informal Process First. You agree that in the event of any dispute between you and the Protocol Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. You agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Services, including the Interface, any use or access or lack of access thereto, and any other usage of the Protocol even if interacted with outside of the Services or Interface, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its International Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms), which are currently available at jamsadr.com. A party who wishes to start arbitration must submit a written Request for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you are waiving the right to trial by jury or to participate in a class action or class arbitration.
Exceptions. Notwithstanding the foregoing, you agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.
Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, we will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by us before the arbitrator was appointed, we will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to [email protected]. The notice must be sent within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, we also will not be bound by them.
WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
Additional Provisions
Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Interface. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.
Suspension; Termination. If you breach any of the provisions of these Terms, all licenses granted by us in accordance with these Terms will terminate automatically. Additionally, we may, in our sole discretion, suspend or terminate your access to or use of any of the Services, with or without notice, for any or no reason, including, without limitation, (i) if we believe, in our sole discretion, you have engaged in any of the prohibited activities set forth in Section 4.3; (ii) if you provide any incomplete, incorrect or false information to us; (iii) if we determine that you are a Prohibited Person, or if we do not have sufficient information to determine if you are Prohibited Person; (iv) if you have breached any portion of these Terms; and/or (v) if we determine such action is necessary to comply with these Terms, any of our policies, procedures or practices, or any law rule or regulation. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement. Termination will not limit any of our other rights or remedies at law or in equity.
Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Protocol Entities, for which monetary damages would not be an adequate remedy and the Protocol Entities shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by us but may not be assigned by you. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. Those who choose to access the Services do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the Cayman Islands, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in the Cayman Islands.
How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at [email protected].
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