The 1Money Network is an open, permissionless Layer 1 protocol. While we do not control the 1Money Network, these Terms of Service (this “Agreement” or these “Terms”) constitute a legally binding contract made between you ("you," or "your") and 1Money Network Technologies Ltd. (“Provider,” “we,” or “us”) that governs your access to and use of the 1Money Network (collectively, the “Services”). By using the Services in any way, you agree to be bound by these Terms.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT PROVISION, YOU AND WE EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY BINDING INDIVIDUAL ARBITRATION, AND YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO HAVE ANY DISPUTE DECIDED BY A JUDGE OR JURY, PARTICIPATE IN ANY COLLECTIVE ACTION, INCLUDING BUT NOT LIMITED TO ANY CLASS-ACTION LAWSUIT, REPRESENTATIVE ACTION, OR CLASS-WIDE ARBITRATION. FOR MORE INFORMATION, SEE SECTION 16 HEREINBELOW.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT TAKES EFFECT WHEN YOU ACCESS OR USE THE SERVICES (THE “EFFECTIVE DATE”). BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU EXPRESSLY ACKNOWLEDGE AND AGREE NOT TO USE OR ACCESS THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR OTHERWISE USE THE SERVICES.
(a) “Services” means the services provided by Provider under this Agreement that are detailed and available on or through Provider's website available at 1moneynetwork.com (as applicable and available from time to time in Provider’s sole discretion).
(b) “Provider IP” means any and intellectual property of Provider or its applicable affiliates, including the Services, and all intellectual property provided to you in connection with the foregoing.
(c) "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and can connect or integrate into, or are connected or integrated into, incorporated into, or accessible through the Services.
(a) Provision of Access. Subject to terms and conditions of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services or the sole purpose of enabling you to use the Services as permitted by these Terms. We reserve the right to refuse access without providing any reasons.
(b) Who May Use the Services. You may only use the Services if you are legally capable of forming a binding contract with us. The Services are not intended for anyone under 18 years of age. By using the Services you represent and warrant that you are (i) 18 years of age or older, and (ii) and not barred from using the Services under the laws of any applicable jurisdiction, for example, that you do not appear on any global sanctions lists, including, e.g., any sanctions list maintained by the UK Office of Financial Sanctions Implementation (“OFSI List”), the United Nations Security Council Consolidated List (“UNSCCL”), the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List (“SDN List”), and are not located or organized in a comprehensively sanctioned jurisdiction (as an example, any UK, EU, or U.S. comprehensively sanctioned jurisdiction). If you are using the Services on behalf of an entity or other organization, you agree to these Terms for that entity or organization and represent to Provider that you have the authority to bind that entity or organization to these Terms.
(c) Downloadable Software. Use of the Services may require or include use of downloadable software. Provider grants you a non-transferable, non-exclusive, non-assignable, limited right for you to use downloadable software we provide as part of the Services. We accept no responsibility or liability to you in connection with your use of any Third-Party Products that consist of downloadable software as set forth herein, including in sections 2(e) and 3(d).
(d) Use Restrictions. You shall not use the Services, any software component of the Services, for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly: (i) copy, modify, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works of the Services that infringe upon or attempt to misapporiate any Provider IP, any software component of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; (vi) use the Services in any manner that violates, compromises, or interferes with the security, integrity, or availability of any computer, network, or technology associated with the Services, including using the Services in a manner that constitutes abusive usage, attempts to disrupt, attack, or interfere with other users, or otherwise impacts the stability of the Services; (vii) use the Services for unlawful, illegal, dangerous, harmful, fraudulent, offensive, deceptive, threatening, objectionable, or obscene activity, or further or promote any criminal activity or enterprise; (viii) engage in any activity that seeks to defraud us or any other person or entity, including providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another; (ix) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, or otherwise solicit personal information or attempt to engage in any activity with or from anyone under the age of 18; (x) harvest or collect information of other users from the Service by electronic or any other means for the purposes of engaging in unlawful or unsolicited activities; or (xi) use the Services in violation of any applicable law or regulation, including without limitation, (i) any applicable local, state, national, or international law, or any regulations having the force of law, including any laws or regulations concerning the integrity of trading markets (e.g., manipulative tactics commonly known as spoofing and wash trading), or (ii) any applicable anti-money laundering laws, anti-terrorism laws, export control laws, end user restrictions, privacy laws or comprehensive or economic sanctions laws/regulations, including as applicable those administered in the EU or by the European Council, the UK Office of Financial Sanctions Implementation (“OFSI”), the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). For the avoidance of doubt, you expressly agree to comply with any and all applicable sanctions laws, regulations and rules, including but not limited to, those administered by OFSI or OFAC, and any other applicable jurisdictions. The Services are expressly prohibited, and may not be used in: (i) the Crimea, Luhansk, Donetsk, Zaporizhzhia Oblast, and Kherson Oblast regions of Ukraine, Cuba, Iran, Venezuela, North Korea, or Syria; (ii) by or for the specific benefit of any individual or entity on sanctions lists such as, e.g., the UNSCCL, the OFSI List, or the SDN List, (iii) any entity 50% or more owned in the aggregate by any such person on a sanctions list, e.g., the UNSCCL, the OFSI List, or the SDN List; or (v) for any other use requiring a license or other governmental approval. If Provider determines that you have breached your obligation under this section, we shall block your access to the Service and any interests in property as required by law, if continued Service could result in Provider being in violation, or subject to negative consequences, under any applicable law, rule, or regulation, and we expressly reserve the right to report you and/or file any necessary reports or disclosures to the appropriate governmental or law enforcement authorities as necessary or required.
(e) Accessing the Services. To access the Services you must connect a compatible cryptocurrency wallet software (“Wallet”). Your relationship with any given Wallet provider is governed by the applicable terms of that Wallet provider, not the terms of this Agreement. You are responsible for maintaining the confidentiality of any private key controlled by your Wallet and are fully responsible for any and all messages or conduct signed with your private key. We accept no responsibility or liability to you in connection with your use of a Wallet, and make no representations and warranties regarding how the Services will operate or be compatible with any specific Wallet or any other Third Party Product. We reserve the right, in our sole discretion, to prohibit certain Wallet addresses from being able to use or engage in transactions via the Services or from using other aspects of the Services. You are responsible for maintaining the confidentiality of your credentials and are fully responsible for any and all activities that occur under your credentials.
(f) Reservation of Rights. Provider reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.
(g) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily or permanently suspend your access to any portion or all of the Services from time to time and in its discretion, including, but not limited to, if: (i) Provider reasonably determines that: (A) there is a threat or attack on any of the Provider IP; (B) your use of the Provider IP disrupts or poses a security risk to the Services, any Provider IP, or to any other user of the Services or vendor of Provider; (C) Provider reasonably believes that you are using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law and as applicable, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) either you have violated any applicable laws, rules, or regulations, or Provider's provision of the Services to you are prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable You to access the Services; or (iii) for any other reason Provider may reasonably determine (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that You may incur as a result of a Service Suspension.
(a) Services Use. You are responsible and solely liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
(b) License Grant. As between you and Provider, you retain ownership and all intellectual property rights to the content and materials you submit to the Services. But, you grant us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display your content and perform all acts with respect to the content as may be necessary for Provider to provide the Services to you. You will ensure that content will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law.
(c) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(d) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you expressly agree that you shall not install, access, or use such Third-Party Products. Provider has no control over, is not responsible for, and expressly disclaims any and all responsibility or liability for, such Third-Party Products, including for the accuracy, availability, reliability, or completeness of information or content shared by or available through Third-Party Products, or on the privacy practices of Third-Party Products. We make no representations and warranties regarding how the Services will operate or be compatible with any specific Third Party Product. We encourage you to review the privacy policies of Third-Party Products prior to using such services. You, and not Provider, will be responsible for any and all costs and charges associated with your use of any Third-Party Products. The integration or inclusion of such Third-Party Products does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services — including if a Third-Party Product may have infringed your intellectual property rights — are between you and the third party. Provider will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Products.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Services following the posting of any revised Terms at any time means that you expressly accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
By using the Services you represent and warrant that you understand there are risks inherent in using cryptographic and public distributed ledger technology and/or blockchain-based or similar systems, including, but not limited, to the Services and digital assets. You expressly acknowledge and agree that you assume all risks in connection with your access and use of the Services. That means, among other things, you understand and acknowledge that:
You further expressly waive and release Provider, its parents, affiliates, related companies, their officers, directors, members, employees, consultants, representatives, agents, partners, licensors, and each of their respective successors and assigns (collectively, the “Provider Entities”) from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Services, and your interaction with Provider. Also, to the extent applicable, you shall and hereby do waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
BY ACCESSING AND USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DISTRIBUTED LEDGER AND BLOCKCHAIN-BASED TECHNOLOGY, LAYER 1 PROTOCOLS, CRYPTOCURRENICES AND DIGITAL ASSETS, AND OTHER RELATED TECHNOLOGICAL CONCEPTS SUCH AS BRIDGING ACROSS DIFFERENT DISTRIBUTED LEDGER AND BLOCKCHAIN SOLUTIONS. YOU FURTHER UNDERSTAND THAT THE MARKETS FOR DIGITAL ASSETS ARE HIGHLY VOLATILE DUE TO VARIOUS FACTORS, INCLUDING ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC, DISTRIBUTED LEDGER AND BLOCKCHAIN-BASED SYSTEMS SUCH AS THE 1MONEY NETWORK ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE WHILE THEY ARE SUPPLIED TO OR IN CONNECTION WITH YOUR USE OF THE SERVICES IN ANY MANNER, YOU MAY SUFFER LOSSES DUE TO YOUR USE OF OR ACCESS TO THE SERVICES, AND, MAY EXPERIENCE PRICE SLIPPAGE AND COST. YOU UNDERSTAND THAT ANYONE CAN CREATE A DIGITAL ASSET OR TOKEN, INCLUDING A STABLECOIN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS AND TOKENS THAT FALSELY CLAIM TO REPRESENT VALUE, AND ACKNOWLEDGE AND ACCEPT THE RISK THAT YOU MAY MISTAKENLY TRADE THOSE OR OTHER TOKENS. YOU FURTHER ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY OF THESE VARIABLES OR RISKS, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICES. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICE, INCLUDING THE INTERFACE TO INTERACT WITH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR WALLETS OR ANY THIRD PARTY PRODUCTS THAT OU MAY USE IN ANY WAY IN CONNECTION WITH THE SERVICES, FOR SAFEGUARDING ANY ASSOCIATED PRIVATE KEY AND FOR ANY ACTIVITY THAT OCCURS USING YOUR WALLET OR ANY OTHER THIRD PARTY PRODUCT.
WITHOUT LIMITING THE FOREGOING, YOU ALSO UNDERSTAND THAT THERE MAY BE TAX AND REGULATORY RISKS RELATED TO USING THE SERVICES. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER, AND TO WHAT EXTENT, ANY TAXES APPLY TO ANY TRANSACTIONS YOU CONDUCT IN CONNECTION WITH YOUR USE OF THE SERVICES, AND TO WITHHOLD, COLLECT, REPORT AND REMIT THE CORRECT AMOUNTS OF TAXES TO THE APPROPRIATE TAX AUTHORITIES. DIGITAL ASSETS, DISTRIBUTED LEDGER AND BLOCKCHAIN-BASED TECHNOLOGY, AND ANY RELATED SOFTWARE AND SERVICES ARE OR MAY ALSO BE SUBJECT TO LEGAL AND REGULATORY UNCERTAINTY IN THE UNITED STATES AND OTHER JURISDICTIONS. YOU ALSO EXPRESSLY ACKNOWLEDGE, AGREE, AND UNDERSTAND THAT LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS MAY ADVERSELY AFFECT THE USAGE, TRANSFERABILITY, TRANSACTABILITY AND ACCESSIBILITY OF DIGITAL ASSETS, BRIDGING, THE 1MONEY NETWORK, OR THE SERVICES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY RISKS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF ANY TRANSACTIONS (WHETHER SUCCESSFUL OR UNSUCCESSFUL), THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, MESSAGES RECEIVED, OR ANY TRANSACTIONS ATTEMPTED OR ENTERED INTO THROUGH OR FROM THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR ANY DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY OR USER ON THE SERVICES; (E) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE SERVICES OR ANY RELATED INTERFACE; (F) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR ANY RELATED INTERFACE; (G) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES; OR (H) ANY OTHER MATTER RELATING TO THE SERVICES.
You expressly acknowledge and agree that you are solely responsible for, and assume all liability 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, and expressly disclaim any and all responsibility or liability, for your interactions with other users, or for your or any user’s acts, omissions, actions or inactions. If you have a dispute with one or more users, you expressly agree that you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from any and all 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 agree that 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.
As between you and us we own all right, title, and interest, including all Provider IP and related intellectual property rights, in and to the Services. Any names, logos and trademarks are trademarks and service marks on Provider’s website constitute Provider IP except as otherwise noted, and nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Provider IP displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of any Provider IP will inure to our exclusive benefit. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” BASIS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER MAKES NO REPRESENTATIONS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL PROTECT YOU OR YOUR ASSETS FROM ANY THEFT, HACKING, CYBER ATTACK, OR OTHER FORM OF LOSS OR DEVALUATION HOWEVER CAUSED, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE ERROR-FREE, IN A TIMELY OR SECURE MANNER, OR WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
You agree to indemnify, defend (at Provider’s option), and hold harmless Provider, along with its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the “Indemnified Parties”), from and against any and all losses, damages, liabilities, claims, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your access to or use of the Services, (b) your violation of these Terms, (c) your negligence, fraud, willful misconduct, or violation of any applicable law, rule or regulation, or (d) your misrepresentations or breaches of any representations, warranties, or obligations under these Terms. Provider retains the right, at its sole discretion, to assume or participate in the defense of any claim that is subject to your indemnification obligations. You may not agree to settle or compromise any claim without the prior written consent of Provider. If Provider elects to defend itself, you agree to cooperate fully as reasonably requested by Provider in the defense of any claim.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR FOR THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, LOST SAVINGS, OR LOST BUSINESS OPPORTUNITY, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF DATA, GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, SERVICE INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA, SYSTEM FAILURE, COMPUTER DAMAGE, OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO PROVIDER, OR OTHERWISE EXCEED $100, WHICHEVER IS HIGHER. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROVIDER AND YOU. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER ANY APPLICABLE LAW, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
This Agreement and any other documents incorporated by reference comprise the entire understanding and agreement between you and Provider as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), between you and Provider. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this agreement.
We reserve the right to assign our rights without restriction, including without limitation to any Provider affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. In the event that Provider is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under these Terms. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
The owner of the Services is based in Bermuda. We make no claims that the Services any of its content is accessible or appropriate outside of Bermuda. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside Bermuda, you do so on your own initiative and are responsible for compliance with local laws.
This Agreement shall be governed and construed in accordance with the laws of Bermuda without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of Bermuda. Except for those disputes that shall be resolved in arbitration or in small claims court, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Hamilton, Bermuda, provided that any claims or disputes shall be subject to the arbitration provisions set forth herein.
Provider is an independent contractor for all purposes. Nothing in this agreement is intended to or shall operate to create a partnership or joint venture between you and Provider, or authorize you to act as agent of Provider. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and foregone. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
(a) Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought, in an individual capacity only, and not on a class-wide or representative basis, in the courts specified in our provisions herein on appropriate venue without the posting of a bond), any dispute between you and us related in any way to, or arising in any way from, our Services or this Agreement (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration. Arbitration shall be conducted in accordance with the Bermuda International Conciliation and Arbitration Act 1993 and the arbitration rules of the Bermuda Arbitration Association (or any successor organization), as modified by this Agreement, or in accordance with any arbitration rules on which we may mutually agree in writing. However, to the extent a Dispute falls within the jurisdiction of the Magistrates' Court (Small Claims Division) of Bermuda, either you or us may commence an action in the Small Claims Division of the Magistrates' Court located in Hamilton, Bermuda to resolve the Dispute. Any arbitration will be conducted by a single, neutral arbitrator selected in accordance with the agreed arbitration rules. The arbitration shall take place in Hamilton, Bermuda, unless otherwise agreed by both parties. The arbitrator may award any relief that a court of competent jurisdiction in Bermuda could award, including attorneys’ fees where permitted by applicable law. The arbitral decision shall be final and binding and may be enforced in the courts of Bermuda or any other court of competent jurisdiction. This Agreement is governed by Bermuda law, and the parties expressly agree that the arbitration provisions herein are enforceable under and governed by the Bermuda International Conciliation and Arbitration Act 1993. You expressly agree that any Dispute shall not be brought on a class-wide or representative basis and that arbitration proceedings shall proceed solely on an individual basis.
(b) YOU AND PROVIDER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Provider are instead electing that all Disputes shall be resolved by arbitration, except as specified in 16(a). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(c) YOU AND PROVIDER AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 16(a), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. Subject to this Section 16, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Notwithstanding anything to the contrary in this Section 16, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Provider agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in Bermuda. All other Disputes that are not severed shall be litigated in small claims court or arbitrated. This section does not prevent you or Provider from participating in a class-wide settlement of claims.
(d) The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, Disputes arising out of or related to the interpretation or application of this Section 16, including the enforceability, revocability, scope, or validity of this Section 16 or any portion thereof, except for the following: (1) all Disputes arising out of or relating to Section 16(b) including any claim that all or part of the section is unenforceable, illegal, void or voidable, or that such section has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about which version of the Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about whether a Dispute is carved out from arbitration in Section 16(a) shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. This means that, among other things, you and we agree that an arbitral award shall have no preclusive effect in any other proceeding involving other parties. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, you and we expressly agree that the arbitrator shall abide by the “Limitation of Liability” section of this Agreement.
(e) The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the request was frivolous or was brought for an improper purpose. If you or we need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the formal complaint process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.