Terms and Conditions
Terms and Conditions
The most recent update was on august, 2022.
These terms of use, along with any documents and additional terms expressly incorporated by reference, including any other terms and conditions of any agreement that the Company ("we," "us," and "our") posts publicly or makes available to you or the company or other legal entity you represent ("you" or "your") (collectively, these "Terms"), are entered into between the Company and you regarding your use of, and access to, the Company's websites, including the Company's websites.
Please read these Terms carefully, as they govern your use of the Site and access to the order contract; Supported Contracts (as defined below); decentralised applications; APIs; and all software made available by the Company to operate the Interface for trading and swapping cryptocurrencies and other blockchain-based assets (collectively, "Digital Assets"), including, without limitation, entering into contracts ("Contracts") related to a specified event, occurrence, or condition (collectively, "Contracts"). These Terms specifically cover your rights and obligations, as well as our disclaimers and legal liability limitations, about your use and access to the Site and the Services.
By creating an account on the Site or clicking "I agree" (or similar language) to these Terms, acknowledging these Terms in another way, or otherwise accessing or using thSite or the Services, you accept and agree to be bound by and comply with these Terms, including, without limitation, the mandatory arbitration provision in Section 14. You must not access or use the Site or the Services if you do not agree to these Terms.
You accept and agree to be bound by and comply with these Terms by creating an account on the Site or clicking "I agree" (or similar language) to these Terms, acknowledging these Terms in another way, or otherwise accessing or using the Site or the Services, including, without limitation, the mandatory arbitration provision in Section 14. If you do not agree to these Terms, you must not access or use the Site or the Services.
Before using the Services, including the Interface or the Site, please carefully read the disclosures and disclaimers outlined in Section 12 in their entirety. Section 12 contains critical information concerning the legal obligations related to your use of the Services.
1-THESE TERMS MAY BE MODIFIED
We reserve the right, at our sole discretion, to change these Terms at any time. If we make changes, we will notify you, for example, by posting a notice on the Services or amending the "Last Updated" date at the top of these Terms. Unless otherwise stated in our notice, all such changes are effective immediately, and your continued use of the Site and Services after we issue that notice confirms your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue the use of the Site and Services.
2-APPLICATION OF SERVICES
2.1 Warranties and representations made by users As a condition of accessing or using the Services or the Site, you represent and warrant to the Company that you have read and understand the following:
2.1.1 If you are entering into these Terms as an individual, you must be of legal age in the jurisdiction in which you reside and have the legal capacity to enter into and be bound by these Terms; if you are entering into these Terms as an entity, you must have the legal authority to accept these Terms on that entity's behalf, in which case "you" (except as used in this paragraph) will mean that entity;
2.1.2 You are not a resident, national, or agent of Algeria, Bangladesh, Bolivia, Belarus, Burundi, Burma (Myanmar), Côte D'Ivoire (Ivory Coast), Crimea and Sevastopol, Cuba, the Democratic Republic of the Congo, Ecuador, Iran, Iraq, Liberia, Libya, Mali, Morocco, Nepal, North Korea, Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe, or any other country to which Canada, Panama, the United States, the United Kingdom;
2.1.3 You are not on any sanctions list or equivalent maintained by the Panamanian government, the United States government, the United Kingdom government, the European Union, or the United Nations (collectively, "Sanctions Lists Persons"), and you have no intention of transacting with any Restricted Person or Sanctions List Person;
2.1.4 You do not and will not use VPN software or any other privacy or anonymization tools or techniques to circumvent or attempt to bypass any restrictions imposed on the Services;
2.1.5 Your access to the Services is not (a) prohibited by, and does not otherwise violate or assist you in violating, any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force, that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event, or other matter, including any rule, order, judgement, directive, or another requirement.
0.1 Limitations. You acknowledge, understand, and agree to the following as a condition of accessing or using the Services or the Site:
2.1.1 The Site and the Services may be inaccessible or inoperable from time to time for a variety of reasons, including, but not limited to: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that the Company or any of its suppliers or contractors may perform from time to time; (c) causes beyond the Company's control or that the Company could not reasonably foresee; and (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure;
2.1.2 We reserve the right, at any time, to disable or modify access to the Site and the Services in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties are untrue or inaccurate, or you are violating or have violated any of the geographical restrictions that apply to the Services and/or Sponsored Contracts, and we will not be liable to you for any losses or damages you may suffer as a result;
2.1.3 The Site and the Services may evolve, which implies that the Company reserves the right to make changes, replace, or cancel (temporarily or permanently) the Services at any moment;
2.1.4 The pricing information on the Site does not constitute an offer, a solicitation of an offer, or any advice or recommendation to enter into a transaction with the Company;
2.1.5 The Company does not operate as a representative for you or any other user of the Site or Services;
2.1.6 You are solely responsible for your use of the Services, including all Digital Asset transactions and custody and control of your Digital Assets;
2.1.7 We owe no fiduciary responsibilities or liabilities to you or any other person to the fullest extent permitted by Applicable Laws, and to the extent, any such duties or liabilities may exist at law or in equity, you thus irrevocably disclaim, waive, and erase those duties and liabilities;
2.1.8 You are entirely responsible for reporting and paying any taxes incurred as a result of your use of the Services;
2.1.9 We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorised to do so, and if you experience a problem with any Digital Assets transactions using the Services, you bear the entire risk; and;
2.1.10 We value feedback, comments, ideas, proposals, and suggestions for service improvements ("Feedback"). If you choose to provide Feedback, you accept that we may use it (and allow others to use it) without restriction or compensation to you;
0.2 Certifications. As a condition of accessing or using the Services or the Site, you agree to the following terms with the Company:
2.1.1 You will only transfer legally obtained Digital Assets that you own when using the Services;
2.1.2 you will follow all Applicable Laws when using the Services, and you will not use the Site or the Services if your country's laws or any other Applicable Law prohibit you from doing so;
2.1.3 Any Digital Assets you use in connection with the Services are either owned by you or you have the legal authority to use such Digital Assets;
2.1.4 In addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will ensure that all information provided on the Site and during your use of the Services is current, complete, and accurate at all times; and (b) maintain the security and confidentiality of your private keys associated with your public Wallet address, passwords, API keys, private keys associated with your Services account, and other related credentials;
3 FEES AND ESTIMATES OF PRICES
You must pay all fees required for interacting with the Ethereum, Polygon, or other blockchains in connection with your use of the Services, including transaction charges (e.g., gas fees), as well as all other fees reflected on the Site at the time of your use of the Services. We make every effort to offer accurate pricing information; nonetheless, this information reflects our estimates of fees, which may differ from the actual prices paid to utilise the Services and interact with a blockchain.
4 NO PROFESSIONAL ADVICE OR FIDUCIARY RESPONSIBILITIES
All information provided in conjunction with your access and use of the Site and Services is provided solely for informative purposes and should not be taken as professional advice. You should not act or refrain from acting based on any information contained on the Site or any other information made available by us at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, social media content, and videos. Before making any financial, legal, or other choices affecting the Services, you should seek independent professional advice from someone who is licenced and competent in the area in which such advice is appropriate. The Terms are not intended to create or impose any fiduciary duties on us, and they do not do so. You also agree that the only duties and obligations we have to you are those clearly stated in these Terms.
5 ILLEGAL ACTIVITY
5.1 If you are entering into these Terms as an individual, you must be of legal age in the jurisdiction in which you reside and have the legal capacity to enter into and be bound by these Terms; if you are entering into these Terms as an entity, you must have the legal authority to accept these Terms on that entity's behalf, in which case "you" (except as used in this paragraph) will mean that entity:
5.2 violate any applicable laws, including, but not limited to, anti-money laundering and anti-terrorist financing legislation and sanctions programmes;
5.3 engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under Applicable Law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licenced materials without the appropriate authorization from the rights holder; use of the Company's intellectual property, name, or logo, including use of trade or service marks, without express, written permission from the rights-holder
5.4 use the Services in any way that interferes with, disrupts, negatively affects, or prevents other users from fully enjoying the Services or that damages, disables, overburdens, or impairs the Site or the Services in any way;
5.5 Engage in any behaviour that violates any Applicable Law, rule, or regulation about the integrity of trading markets, including (but not limited to) the manipulative practices known as spoofing and wash trading.
5.6 bypass any content-filtering techniques, security measures, or access controls employed by the Company on the Site, including, but not limited to, the use of a VPN;
5.7 use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access or extract data from the Services, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism, or other harmful material into the Site or Services;
5.8 provide false, inaccurate, or misleading information while using the Site or the Services, or participate in activity aimed at defrauding the Company, other users of the Services, or any other person;
5.9 use or access the Site or Services to transfer or exchange Digital Assets that are the direct or indirect results of any criminal or fraudulent activity, including terrorism or tax evasion;
5.10 use the Site in any way that is libellous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable, in our sole discretion, or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial
5.11 use the Site or the Services from a jurisdiction in which we have determined, in our sole discretion, that use of the Site or the Services is prohibited;
5.12 harass, abuse, or injure another person or entity, including employees and service providers of the Company; impersonate another user of the Services or otherwise misrepresent yourself; or
5.13 engage in any activity that is a violation of any Applicable Law
5.14 encourage, induce, or assist any third party, or attempt to engage in any of the prohibited activities under this Section 5 or any other provision of these Terms
6 CONTENT
You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use, copy, modify, create derivative works of, display, perform, publish, and distribute any content made available to other users as a result of your use of the Site or the Services (collectively, "Your Content"), including, without limitation, for promoting the Company, its affiliates, the Ser You represent and warrant that (a) you own Your Content or have the right to grant the rights and licences granted in these Terms; and (b) Your Content and our use of Your Content, as licenced hereunder, do not and will not violate, misappropriate, or infringe on the rights of any third party.
7 PROPRIETARY RIGHTS
7.1 The Company, its affiliates, or its applicable licensees own all product or service names, logos, and other marks used on the Site or as part of the Services, including the name and logo. You may not reproduce, imitate, or use them without the prior written authorization of the Company or the appropriate licensees, and nothing in these Terms grants you any rights in those trademarks. Any legal notices displayed in or beside the Services may not be removed, obscured, or altered.
7.2 The Services are non-custodial. When you deposit Digital Assets into any discrete log contract (each, a "DLC"), you retain complete ownership over those Digital Assets. The only private key that can manage the Digital Assets you transfer into the DLC is the private key connected with the Ethereum address from which you transfer Digital Assets and/or the private key associated with the Service account (Atomic key). In some situations, you may withdraw Digital Assets from any DLC only to the Ethereum wallet from where the Digital Assets were placed.
8 LINKS
Links to other World Wide Web or accessible sites, applications, or resources are provided by the Services or may be provided by third parties. You acknowledge and agree that the Company is not responsible for the availability of such external sites, applications, or resources and that it does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or accessible through such sites or resources. You recognise and agree that Company is not responsible or liable, directly or indirectly, for any damage or loss caused or claimed to be caused by or in connection with the use of or reliance on any such content, products, or services accessible on or at any such site or resource.
9 MODIFICATION, SUSPENSION, AND TERMINATION
We reserve the right, at our sole discretion, to modify, suspend, or disable (temporarily or permanently) the Services, in whole or in part, for any reason, including, without limitation, only allowing open Contracts to be closed. Your permission to use the Services will be terminated immediately if your access is terminated. We shall not be liable for any losses you incur as a result of any changes to the Services or any modification, suspension, or termination of your access to all or any portion of the Site or the Services for any reason.
In addition to any other provision that by law or by its nature should survive, the following portions of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination: Sections 7 to 15.
10 ASSUMPTIONS OF RISKS
10.1 By using the Services or interacting with the Site in any way, you represent and warrant that you are aware of the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and complexities of native Digital Assets such as Ethereum (ETH); Ethereum blockchain-based tokens, and systems that interact with blockchain-based networks. Neither the Company nor RUFU owns or manages any of the Supported Contracts, the underlying software that forms blockchain networks or the smart contracts that are deployed. In general, the software that powers blockchain networks, including the Ethereum blockchain, is open source, which means that anybody can use, copy, change, and distribute it. By using the Services, you acknowledge and agree (a) that the Company is not responsible for the operation of the software and networks that underpin the Services, (b) that there is no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, known colloquially as "forks," which may materially affect the Services. Public/private key cryptography is used in blockchain networks. You are solely responsible for safeguarding your private key (s) that will prevent you from accessing Digital Assets on the Ethereum blockchain or any other blockchain-based network indefinitely and irrevocably. Your Digital Assets will not be recoverable or protected by the Company or any other person or entity. If you lose your private key(s), you will be unable to move your Digital Assets to another blockchain address or wallet. If this happens, you will be unable to derive any value or utility from the Digital Assets that you may own.
10.2 One or more governmental inquiries or regulatory actions may have an impact on the Services and your Digital Assets, limiting the Company's ability to continue to make available its proprietary software and, as a result, limiting your ability to access or use the Services.
10.3 You acknowledge and understand that cryptography is a rapidly evolving field, with advances in code-cracking and other technological advancements, such as the development of quantum computers, that may pose risks to Digital Assets and Services, and may result in theft or loss of your Digital Assets. To the greatest degree practicable, we aim to update the software associated with the Services to integrate additional security measures required to address threats posed by technical breakthroughs, but this intention does not guarantee or otherwise secure the Services' full security.
10.4 You acknowledge that the Ethereum blockchain is still in development, which poses technological and security concerns when using the Services, as well as ambiguity about Digital Assets and transactions involving them. You acknowledge that the cost of transacting on the Ethereum blockchain is changeable and may increase at any time, affecting any actions taking place on the Ethereum blockchain and potentially resulting in price changes or increased fees when using the Services.
10.5 You acknowledge that the Services may contain bugs and that you are solely responsible for analysing any code provided by the Services or Site. This warning, together with others provided by the Company in these Terms, does not constitute or imply an ongoing obligation to notify you of all potential dangers associated with using the Services or accessing the Site.
10.6 Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available during your use of the Services may not always be entirely accurate, complete, or current, and may also contain technical inaccuracies or typographical errors. To continue to offer you the most complete and accurate information possible, information may be altered or updated without notice from time to time, including information about our policies. As a result, you should check any information before relying on it, and any decisions you make based on information on the Site or as part of the Services are solely your responsibility.No warranty is made as to the accuracy, completeness, or suitability of any price information given over the Site or otherwise when utilising the Services for any particular purpose. Prices and pricing information may be greater or lower than prices accessible on similar service platforms.
10.7 To recognise the inherent hazards, including those stated above, any usage or contact with the Services necessitates a thorough understanding of applied cryptography and computer science. You represent and warrant that you have the necessary knowledge and abilities. Any reference to a type of Digital Asset on the Site or otherwise while using the Services does not imply our approval or disapproval of the technology on which the Digital Asset is based, and should not be used as a substitute for your understanding of the risks associated with each type of Digital Asset.
10.8 The use of the Services, particularly for the exchange of Digital Assets and the execution of Contracts, may involve financial risk. Contracts and digital assets are highly experimental, hazardous, and volatile. Transactions made in connection with the Services are irreversible and final, with no returns. You understand and agree that you will access and use the Site and Services at your own risk. The danger of loss when transacting Digital Assets through Contracts might be significant. As a result, you should carefully examine whether such transactions are appropriate for you given your circumstances and financial resources. By utilising the Services, you represent and warrant that you have been, are, and will continue to be exclusively responsible for conducting independent appraisals and investigations into the risks of a particular DLC transaction. You represent that you have adequate information, market acumen, professional counsel, and experience to assess the merits and hazards of any transaction involving the Services. You assume full responsibility for the consequences of using the Services, including the possibility of losing access to your Digital Assets indefinitely. You are solely responsible for all transaction decisions. Regardless of anything in these Terms, we assume no responsibility for, and will not be liable to you in connection with, your use of the Services.
10.9 You acknowledge and fully understand that Contracts, including Supported Contracts, are inherently dangerous by definition, and that participation in Contracts, including Supported Contracts, may result in the loss of the entire investment. Furthermore, when leverage and/or derivative products are employed, such risks and undesirable outcomes may be amplified, and we may, at any time and our sole discretion, choose to suspend or terminate our support of any or all Supported Contracts.
10.10 We must follow Applicable Law, which may require us to take action or divulge information that is not in your best interests if requested by government entities.
10.11 You acknowledge that the Service is still in development, which introduces technological, transactional, and other risks when utilising the Services. These risks include, among other things, delays in trades, withdrawals, and deposits as a result of the operator of the Services' servers going offline; incorrect display of information on the Site as a result of server errors; and transactions using the Services being rolled back as a result of server errors. You recognise that these risks may have a major impact on your transactions using the Services, resulting in, for example, failure to perform transactions at your specified pricing or at all.
10.12 THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES;(II)SERVER FAILURE OR DATA LOSS; (III) CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK UNDERLYING THE SERVICES.
10.13 You hereby assume and agree that the Company will bear no obligation or liability for the risks outlined in this Section 10. You hereby irrevocably waive, release, and dismiss all claims against the Company, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, representatives, suppliers, and contractors, whether known or unknown to you.
11 INDEMNIFICATION
You will defend, indemnify, and hold harmless the Company, RUFU, and any of their affiliates, as well as their respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, "Indemnified Parties"), from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost, or expense, including reasonable attorneys' fees, arising from any claim, demand, lawsuit, action, proceeding, investigation (a) your use of, or conduct in connection with, the Site or the Services (including, without limitation, the Service); (b) Digital Assets associated with your Digital Asset wallet address; (c) any feedback you provide to the Company, if any, regarding the Site or the Services; (d) your violation of these Terms; or (e) your infringement or misappropriation of any other person's or entity's rights. If you are obligated to indemnify any Indemnified Party, the Company (or, at its discretion, the applicable Indemnified Party) will have the right to control any action or proceeding and to determine whether the Company wishes to settle, and if so, on what terms, and you agree to cooperate with the Company in the defence.
12 DISCLOSURES; DISCLAIMERS
RUFU is a fashion platform, and the Company is a licensee of that programme. The Company and RUFU do not operate a Digital Asset or derivatives exchange platform, nor do they provide trade execution or clearing services, and so have no oversight, involvement, or control over your transactions using the Services. All transactions between users of the Services are performed peer-to-peer between the users' Ethereum addresses using a smart contract. You are solely responsible for adhering to all Applicable Laws that govern your Contracts.
You acknowledge that neither RUFU nor the Company has been registered or licenced by any financial regulatory entity. No financial regulatory authority has evaluated or approved the usage of open-source software managed by the Company. The Site and the software maintained by the Company do not constitute advice or a recommendation about any commodity, security, or other Digital Asset or instrument. The Company and RUFU are not serving as investing or commodity trading advisers to any person or business.
Neither the Company nor RUFU owns or controls the Supported Contracts or the underlying software protocols utilised in conjunction with the Ethereum or Polygon Blockchains used to enter into Contracts utilising the Services. The underlying protocols are often open-source, which means that anybody can use, copy, edit, and distribute them. Neither the Company nor RUFU is responsible for the underlying protocols' functioning, and neither the Company nor RUFU guarantees their functionality, security, or availability.
To the greatest extent permitted by Applicable Law, the Site and Services (and any of their content or functionality) provided by or on behalf of us are provided "AS IS" and "AS AVAILABLE," and we expressly disclaim, and you hereby waive, any representations, conditions, or warranties of any kind, whether express or implied, legal, statutory, or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, implied or legal warranties and guarantees of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, dependability, accuracy, quiet enjoyment, and non-infringement of third party rights Without limiting the above, we make no representation or warranty that the Site or the Services (including any data about them) will be available at any specific time or be error-free. Furthermore, we make no guarantee that defects in the Site or Services can or will be corrected.
You acknowledge that your data on the Site may become irretrievably lost, corrupted, or temporarily unavailable due to a variety of causes, and agree that we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those that may infect your computer equipment), protocol changes by third-party providers, Internet censorship, or any other cause.
13 LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY OR ITS SERVICE PROVIDERS WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
In no event shall the Company's aggregate liability (together with its affiliates, including its and its affiliates' respective stockholders, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors) arising out of or in connection with the Site and the Services (and any of their content and functionality), any performance or nonperformance of the Services, your Digital Assets, Contracts, or any product, service, or omission be greater than $100 or the number of fees paid by you to the Company under these Terms, if any, in the twelve (12) month period preceding the event giving rise to the liability claim, except to the extent that such damages were the result of the Company's gross negligence, fraud, willful misconduct, or intentional violation of the law.
THE DAMAGE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
14 DISPUTE RESOLUTION & ARBITRATION
14.1 Disputes must be arbitrated. We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or their breach, termination, enforcement, interpretation, or validity, or our use of the Services (collectively, "Disputes") will be resolved solely through binding, individual arbitration, rather than through a class, representative, or consolidated action or proceeding. You and The Company agree that the Panama Arbitration Law controls the interpretation and enforcement of these Terms and that you and The Company each waive the right to a jury trial or to join a class action. This arbitration clause will remain in effect even if these Terms are terminated.
14.2 Exceptions. As limited exceptions to Section 14.1 above: I we both retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights; and (ii) we both retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
14.3 Arbitration Procedures and Arbitration Rules JAMS shall conduct the arbitration by the JAMS Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") in effect at the time unless changed by these Terms. The JAMS Rules can be found at https://www.jamsadr.com/. A party who intends to initiate arbitration must file a written Demand for Arbitration with JAMS and provide notice to the other party by the JAMS Rules. JAMS has a form Demand for Arbitration available at https://www.jamsadr.com/.
The parties agree that the arbitrator will have sole authority to rule on all issues concerning the interpretation, applicability, enforceability, and scope of this arbitration agreement.
14.4 Arbitration Fees. The payment of all filing, administration, and arbitration fees shall be controlled by the JAMS Rules, and we will not seek to recover the administration and arbitrator fees we are obligated to pay unless the arbitrator considers your Dispute frivolous. If we win in arbitration, we will pay all of our attorneys' fees and costs and will not seek reimbursement from you. If you win in arbitration, you will be awarded attorneys' fees and expenses to the extent permitted by Applicable Law.
14.5 Declaratory and injunctive relief Except as provided in Section 14.2 above, the arbitrator shall decide all issues of liability on the merits of any claim asserted by either party and may grant declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent required to provide relief warranted by that party's claim. If you or we win a claim and seek public injunctive relief (that is, injunctive relief with the primary purpose and effect of prohibiting unlawful acts that threaten future harm to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction, not in arbitration. The parties agree that any litigation for public injunctive relief will stay pending the outcome of any individual claims in arbitration.
14.6 Severability. Except for any of the provisions in Section 15.6 of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction rules that any portion of these Terms is defective or unenforceable, the other sections of these Terms will remain in effect.
15 GENERAL INFORMATION
15.1 Privacy Policy. Please refer to our privacy policy, which is incorporated herein by reference and available here at https://www.bmx.io /privacy, for information about how we collect, use, share and otherwise process information about you.
15.2 Acceptance of Electronic Delivery. You agree to receive all messages, agreements, contracts, receipts, notifications, and disclosures that we give in connection with these Terms or the Services electronically (collectively, our "Communications"). You agree that we may send you Communications by publishing them on the Site or emailing them to the email address you give in conjunction with using the Services if any. You should keep copies of our Communications on hand by printing a paper copy or storing an electronic copy. if you have any questions, concerns, or claims about the Services.
15.3 Remedies. Any right or remedy provided by the Company in these Terms is in addition to, and not instead of, any other right or remedy provided by Applicable Law, at law, or in equity. The Company's failure or delay in exercising or enforcing any right, power, or privilege under these Terms shall not be construed as a waiver of that right, power, or privilege.
15.4 Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of the remaining Terms, which shall remain in full force and effect.
15.5 Event of Force Majeure. We will have no responsibility or liability for any failure or delay in the performance of the Site or any of the Services, or any loss or damage that you may incur, as a result of any circumstance or event beyond our control, including without limitation any flood, unusual weather, earthquake, epidemics and pandemics, or other act of God, fire, war, insurrection, riot, labour dispute, accident, government action, communications, power failure, or equipment or software failure.
15.6 Assignment. You may not assign or transfer your right to use the Site or Services, or any of your rights or responsibilities under these Terms, without our express prior writing agreement, including by operation of law or in conjunction with any change of control. We may assign or transfer all or any of our rights or duties under these Terms, in whole or in part, without your consent or approval.
15.7 Governing Law and Forum Selection These Terms, as well as any actions relating to them, will be governed by the Panama Arbitration Law and the laws of Panama, without respect to their conflict of laws provisions. Except as expressly stated in Section 14 "Dispute Resolution and Arbitration," the courts in Panama will have exclusive jurisdiction over all Disputes that you and the Company are not compelled to arbitrate, and you and the Company each waive any objection to jurisdiction and venue in such courts.
15.8 Headings. Section headings are provided for convenience only and should not be used to limit or construe such parts.
15.9 Complete Agreement. These Terms constitute the entire agreement between you and the Company, superseding all prior and contemporaneous understandings between the parties about the Site and the Services.
15.10 Interpretation. If these Terms contradict any other agreement you may have with us, these Terms will take precedence unless the other agreement expressly identifies these Terms and says that the other agreement trumps these Terms.
15.11 There are no third-party beneficiaries. Except as specifically specified in these Terms, you agree that there shall be no third-party beneficiaries to the Terms other than the Indemnified Parties.
15.12 Rights are reserved. You acknowledge that the Services are subject to copyright, trademark, and other legal protections. You undertake not to delete, modify, or obscure any copyright, trademark, service mark, or other property rights notices that are integrated into or accompany the Services.
