Last Updated: April 13, 2023
The C0D3R.org website located at https://c0d3r.org (the “Site”) is a copyrighted work belonging to Time Base Six, LLC, (the “Company,” “we,” or “us”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.
These Terms describe the legally binding terms and conditions that oversee your use of the Site and any related services provided by the Company (the “Services”). BY USING THE SITE, YOU ARE AGREEING THAT THESE TERMS GOVERN YOUR USE OF THE SITE AND ANY SERVICES, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS. IF YOU DISAGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, DO NOT LOG INTO AND/OR USE THE SITE.
These terms require the use of arbitration pursuant to Section 10 on an individual basis to resolve disputes and also limit the remedies available to you in the event of a dispute.
As with any asset, the value of Digital Currencies (as defined below) can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies. You should carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial condition. The Company is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons.
1. Access to the Site
1.1 Subject to these Terms. The Company grants you a non-transferable, non-exclusive, revocable, limited license to access the Site solely for your own personal, noncommercial use.
1.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, except as expressly permitted herein; (b) you shall not change, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site must be retained on all copies thereof.
The Company reserves the right to change, suspend, or cease the Site with or without notice to you. You acknowledge and agree that the Company will not be held liable to you or any third-party for any change, interruption, or termination of the Site or any part.
1.3 No Support or Maintenance. You agree that the Company will have no obligation to provide you with any support in connection with the Site.
1.4 Intellectual Property. Note that these Terms and access to the Site do not give you any rights, title or interest in or to any intellectual property rights. Excluding any User Content that you may provide, you are aware that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, on the Site and its content are owned by the Company or the Company’s suppliers.
The Company and its suppliers reserve all rights not granted in these Terms.
2.1. Account Criteria. You represent and warrant that you: (i) are at least 18 years of age; (ii) have not previously been suspended or removed from using the Site or Services; (iii) have full capacity and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party; (iv) are a resident of the state or country which you identified during initial account registration; (v) have not been identified as a “Specially Designated National” or placed on any sanctions list by the Office of Foreign Assets Control (“OFAC”), the U.S. Commerce Department, or the U.S. Department of State; (vi) will not use our Site or Services to conduct any illegal or illicit activity; and (vii) will not use our Site or Services if any applicable laws prohibit you from doing so in accordance with these Terms.
2.2. Geographic Restrictions. We may restrict or prohibit, in our sole discretion, the use of all or a portion of the Services from any state, territory, country or jurisdiction (each, a “Restricted Location”).
2.3. Use on Behalf of an Enterprise. If you are using the Services on behalf of an entity, (i) you represent and warrant that you are authorized to bind that entity to these Terms, (ii) all references to “you” will refer to you and that entity, and (iii) that entity agrees to be responsible for you and any other user that accesses the Services on its behalf, including your and their compliance with these Terms.
3.1. Account Creation. You will provide accurate, current and complete information when you create your account with the Company (“Account”). You will (i) keep your Account information updated at all times, (ii) immediately notify us if you change your email address; (iii) not use a password for your Account that you use for any other website or online service, (iv) protect the security of your Account, including but not limited to not sharing your Login Credentials (as defined below) with any third-party, and (v) immediately notify us if you discover or otherwise suspect any unauthorized access or use our Services or your Account.
You authorize us to use and disclose the documents and information provided by you during account creation or from time to time thereafter to verify your identity, verify the eligibility criteria described in Section 2 and check other matters as determined from time to time at our discretion.
3.2. Account Approval. The Company reserves the right to not approve, or to close, any Account for any reason.
3.3. Multiple Accounts. If you have applied for another Account in the past with any of the same information, we reserve the right to not approve the new Account and you may be required to access and use your previously approved Account. If you were previously denied an Account or had an Account closed, you may not reapply for an Account.
3.4 Identify Verification; Compliance. The company may, in its discretion, require identity verification and other screening procedures with respect to your Account or transactions associated with your Account. These verification and screening procedures may include, without limitation, checking the information you provide against the Specially Designated Nationals and Blocked Persons list maintained by the U.S. Office of Foreign Assets Control, the U.S. Department of Commerce Denied Persons list, and any similar list issued by any U.S. governmental authority prohibiting or limiting business activities or transactions with any persons.
3.5. Login Credentials. You are solely responsible for setting, managing, storing and protecting any password, code or other authentication mechanism used to access your Account (including through any API) (“Login Credentials”). The Company bears no responsibility for leaked or stolen Login Credentials or use of any Login Credentials, including, without limitation, cases in which Login Credentials are stolen or otherwise obtained from a third-party service provider, such as your email provider or your password protection software or service. The Company will have no responsibility or liability for any loss of any Digital Currency or misuse of your Account resulting from use of any Login Credentials, including, without limitation, where the Company facilitates or enables Digital Currency to be transferred or otherwise removed from your Account based on instructions initiated using Login Credentials (whether or not authorized by you).
4. Deposits, Staking, Other Transfers, and Fees
4.1 Staking and Deposits. You may have the ability to “stake” Digital Currency (as defined below) on a third-party proof of stake network via staking services provided by the Company, one of our affiliates, or third-party. Any staking services provided by the Company are strictly optional and do not affect your ownership of Digital Currency.
If you choose to stake any Digital Currency, (i) the Company will perform blockchain operations involving your Digital Currency as described in this section and (ii) your decision to stake your digital assets will not affect the ownership of your Digital Currency. YOU ARE NOT REQUIRED TO STAKE WITH THE COMPANY AND YOU CAN REQUEST TO UNSTAKE AT ANY TIME.
In order to use the Services, you must deposit (“Deposit”) Digital Currency by sending such Digital Currency to a Digital Currency wallet controlled by the Company (a “Company Wallet”). The Company will “stake” the Deposited Digital Currency and operate a “node” on the underlying blockchain network on your behalf. See https://c0d3r.org/FAQ to better understand what a staking and a node are. You hereby agree to follow our instructions on how to deposit your Digital Currency located at https://c0d3r.org/Auth/HowToStake.
All Deposits will be credited to your Account after the required number of network confirmations have occurred on the blockchain for such Digital Currency, as determined by the Company. You agree and understand that in certain situations, Digital Currency deposits may be delayed in connection with downtime, congestion or disruption of the underlying blockchain network. “Digital Currency” means any digital asset, virtual currency, cryptocurrency, cryptographic token or other tokenized store of value that is supported by the Services.
Some networks require that a certain amount of staked Digital Currency be restricted from sale or transfer for a certain period of time while staking (“Lockup Period”). There may be instances when withdrawal of staked assets can be delayed as a result of protocol unstaking periods or network conditions. The Company has no control over the duration of or end date for a Lockup Period, which will ultimately be determined by the network. You will not be able to trade, transfer or otherwise access your staked digital assets or staking rewards during a Lockup Period.
4.2. Unstaking and Withdrawals. If you would like to terminate the node we are operating on your behalf (“Unstake”) and request your Digital Currency back, you must (i) link your External Account (as defined below) to your Account, and (ii) send us a request to withdraw your Digital Currency at email@example.com. Upon receipt of such request and subject to Section 4.6, the Company will take blockchain operations on your behalf to wind-down your Digital Currencies’ participation in the validation process of the relevant protocol, which may take time based on the Lockup Period requirements of the applicable blockchain network. “External Account” means a Digital Currency wallet, device or service, Digital Currency address or similar account or service not hosted or provided by the Company. Notwithstanding the foregoing regarding withdrawals, you are prohibited from withdrawing Digital Currency to an External Account that Is not owned by you.
4.3 Rewards. If you stake Digital Currency with us, the Company or one of our affiliates will facilitate the staking of those digital assets on your behalf by acting as a transaction validator on the applicable network for the Digital Currency that you stake. Depending on the protocol, there may be a delay before your assets are eligible to participate in the transaction validation process and earn rewards. If the Company or an affiliate successfully performs a validation task for that Digital Currency, you may earn a reward granted by that Digital Currency’s network. Rewards are solely determined by the protocols of the applicable network. In the event that the applicable network distributes any rewards in unstaked form, the Company will use commercially reasonable efforts to restake those rewards. You may request to Unstake any accrued rewards at any time. Rewards will be credited to your account by taking into account the amount of your principal and previously accrued rewards that remain staked with the Company. Subject to Section 4.6 and based on the payment structure applicable to your respective plan, the Company will credit your account for any earned rewards after receipt by the Company, minus a commission. The Company may change these commissions at any time, including after your assets have been staked. The Company may offer lower commissions for certain assets on a promotional basis, and these promotional commissions may differ among our users. You will be notified if you receive a promotional commission offer. You have no right to a reward until it is received by the Company. Rewards will be distributed to your account promptly after they are received by the Company. We do not guarantee the value of your staked Digital Currency principal or rewards. WE DO NOT GUARANTEE THAT YOU WILL RECEIVE ANY STAKING REWARDS.
Some networks subject staked assets to “slashing” if the transaction validator representing those assets incorrectly validates a transaction. The Company will use commercially reasonable efforts to protect against slashing; however, in the event of slashing, the Company will replace your assets so long as such penalties are not a result of: (i) protocol-level failures caused by bugs, maintenance, upgrades, or general failure, (ii) your acts or omissions, (iii) acts or omissions of any third-party service provider, (iv) a force majeure event as defined in these Terms, (v) acts by a malicious actor, or (vi) any other events outside of the Company’s reasonable control.
4.4. Timing. The time needed to complete a transfer to or from an External Account transaction will depend in part upon the performance of third parties (including the party responsible for maintaining the applicable External Account and the applicable blockchain network), and the Company makes no guarantee regarding the amount of time it may take to complete such transfers. Further, you acknowledge and agree that (i) the time needed to complete the Unstaking process may not be controlled by the Company, and the Company makes no guarantee regarding the amount of time it may take to complete the Unstaking process, and (ii) the Company shall adhere to any and all best practices, irrespective of whether such best practices are mandatory or optional, as suggested by the party responsible for maintaining the applicable blockchain network or any other reputable authority, as determined by the Company in its sole and absolute discretion.
4.5. Responsibility. You are solely responsible for your use of any External Account. You agree to comply with all terms and conditions applicable to any External Account. You are responsible for any External Account fees charged in connection with any transaction or for the management and security of any External Account, including, but not limited to, the management of any private or public keys. The Company will have no responsibility or liability for any breach, theft or loss of any Digital Currency from any External Account regardless of reason, including in connection with your use of any Services or your Account.
4.6 Fees. You acknowledge and agree that you shall pay all fees mutually agreed to by and between you and the Company, as further set forth on the Site (the “Service Fees”). You acknowledge and agree that, except as otherwise agreed to by and between you and the Company in writing, Service Fees shall be charged and paid monthly in advance. You shall not be entitled to any proration or refund for any month wherein you Unstake prior to the end of the month. Further, to the extent you make a request to Unstake, you acknowledge and agree that you shall pay the Service Fee for the duration of time required for the Company to complete the Unstaking process. For illustration purposes only, if you make a request to Unstake on the twentieth day of any given month, and the Unstaking process takes twenty-one days, then you shall be responsible for the Service Fees of the month wherein the Unstaking request was made and the following month, during which the Company completed the Unstaking process. In the event you have not paid Service Fees due and payable to the Company and you have made a request to Unstake your Digital Currency, the Company shall be entitled to retain that certain number of such Digital Currency being Unstaked equal in value to the accrued but unpaid Service Fees prior to transferring the remaining amount of such Digital Currency to your External Account. The value of each Token shall equal the closing price of the Digital Currency being Unstaked on the date immediately before the return of the Digital Currency pursuant to Section 4.2, as set forth on CoinMarketCap.com (or, if CoinMarketCap.com ceases to exist or to publish a closing price for the Token, then a comparable source selected by the Company in good faith).
5. User Content
5.1 User Content. "User Content" means any and all information and content that a user submits to the Site. You are exclusively responsible for your User Content. You bear all risks associated with use of your User Content. You hereby certify that your User Content does not violate our Acceptable Use Policy. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by the Company. Because you alone are responsible for your User Content, you may expose yourself to liability. The Company is not obliged to backup any User Content that you post; also, your User Content may be deleted at any time without prior notice to you. You are solely responsible for making your own backup copies of your User Content if you desire.
You hereby grant to the Company an irreversible, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irreversibly waive any claims and assertions of moral rights or attribution with respect to your User Content.
5.2 Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy": You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right or any intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third-party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site, whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to the Site.
We reserve the right to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
If you provide the Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it believes appropriate. The Company will treat any Feedback you provide to the Company as non-confidential and non-proprietary.
You agree to indemnify and hold the Company and its officers, employees, and agents harmless, including costs and attorneys’ fees, from any claim or demand made by any third-party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. The Company reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
6. Third-Party Links & Ads; Other Users
6.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third-parties (“Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of the Company, and the Company is not responsible for any Third-Party Links & Ads. The Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices.
6.2 Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. You agree that the Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
You hereby release and forever discharge the Company and our officers, employees, agents, successors, and assigns from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site. If you are a California resident, you hereby waive California civil code section 1542 in connection with the foregoing, which states: "a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
The site is provided on an "as-is" and "as available" basis, and the Company and our suppliers expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We and our suppliers make not guarantee that the site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable law requires any warranties with respect to the site, all such warranties are limited in duration to ninety (90) days from the date of first use.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
8. Limitation on Liability
8.1 Acknowledgement of Risk Regarding Use of Digital Currencies. We do not own or control the underlying software protocols which govern the operation of Digital Currency supported on our platform. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of the underlying blockchain networks for the Digital Currencies the Site supports. In particular, the underlying blockchain networks may be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Currency you store on the Site or in your External Account. Company does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information the Company in determining whether to continue to use an Account for the affected Digital Currency. In the event of any such operational change, the Company reserves the right to takes such steps as may be necessary to protect the security and safety of Digital Currencies held on the Site, including temporarily suspending operations for the involved Digital Currency(ies), and other necessary steps; the Company will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of the Company’s control and may occur without notice to the Company. The Company’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new Digital Currency, fork, or other actions. You acknowledge and accept the risks of operating changes to Digital Currency blockchain networks and agree that the Company is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that the Company has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols. You acknowledge and accept that Digital Currency is not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
8.2 Limitation of Liability; No Warranty. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE TOTAL AMOUNT PAID TO THE COMPANY FOR THE SERVICES OR (B) FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SITE OR THE SERVICES, OR THESE TERMS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF THE COMPANY’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW.
8.3 Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from the Company. Always log into your Account(s) through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
To the maximum extent permitted by law, in no event shall the Company or our suppliers be liable to you or any third-party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these terms or your use of, or incapability to use the site even if the Company has been advised of the possibility of such damages. Access to and use of the site is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
8.4 Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. The Company will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2 through 2.5, Section 3 and Sections 4 through 10.
9. Copyright Policy.
The Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to us at firstname.lastname@example.org:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
10.1 In General. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us and/or by prominently posting notice of the changes on our Site; provided, however, we are under no obligation to notify you of any such changes. You are responsible for providing us with your most current e-mail address. Any changes to these Terms will be effective immediately upon being made publicly available on the Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
10. 2 Force Majeure. We shall not be liable for delays, failure in performance or interruption of the Services which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
10.3 Dispute Resolution. Please read this Section 10.3 carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
10.3.1 Applicability of Arbitration Agreement. All claims and disputes in connection with these Terms or the Services that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of the Services under the Terms.
10.3.2 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written notice of dispute (the “Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to email@example.com. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award to which either party is entitled.
10.3.3 Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association, an established alternative dispute resolution provider that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
10.3.4 Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
10.3.5 Time Limits. If you or the Company pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations and within any deadline imposed under the AAA Rules for the pertinent claim.
10.3.6 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
10.3.7 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less expensive than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
10.3.8 Waiver of Class or Consolidated Actions. All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.
10.3.9 Confidentiality. All aspects of the arbitration proceeding shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.
10.3.10 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
10.3.11 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
10.3.12 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.
10.3.13 Small Claims Court. Nonetheless the foregoing, either you or the Company may bring an individual action in small claims court.
10.3.14 Emergency Equitable Relief. Anyhow the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
10.3.15 Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Netherlands County, California, for such purposes.
The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from the Company, or any products utilizing such data, in violation of the United States export laws or regulations.
The Company is located at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
10.4 Third-Party Disputes. Any dispute you have with any third-party, including, without limitation, other users, in connection with your use of the Services is directly between you and such third-party. Accordingly, to the fullest extent permitted by law, you irrevocably release the Company and its associates from any and all claims, demands and damages (direct, indirect, and consequential) of every kind and nature, known and unknown, arising out of or In any way connected with such disputes.
10.5 Relationship of the Parties. You agree that no joint venture, partnership, employment or agency relationship exists between you and the Company as a result of this Agreement or use of the Services.
10.6 Third-Party Rights. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.
10.7 Electronic Communications. The communications between you and the Company use electronic means, whether you use the Site or send us emails, or whether the Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal obligation that such communications would satisfy if it be in a hard copy writing.
10.8 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to the Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
If you have any questions or comments about these Terms, please contact us at:
8201 164th Ave NE #200Redmond, WA 98052