April 7, 2023
MetaLoop Inc., a Delaware corporation having its registered offices (business address) at 4046 Clipper Ct, Fremont CA 94538 (“we,” “our,” or “us”) provides its services through its website located at mpcvault.com (the “Website”), the MPCVault non-custodial wallet (the “MPCVault”), the User account (the “Account”), the User’s blockchain wallet addresses related to the Account (the “Wallet”), our iOS/Android mobile application (the “App”) or any other services related to or utilizing any of the foregoing (all of the above, collectively, the “Services”).
Acceptance of Terms
At any time, we may make changes to the Terms as a result of changes in technology, regulation, or for other reasons. If we do so, we will provide you with notice of such changes by posting the updated Terms on the Website and changing the “Last Updated” date above. Any amended Terms will become effective immediately after they are posted. Clicking on the “I agree” button presented with the amended Terms or continuing to use the Services after the effective date of any changes will constitute your acceptance of such changes.
By accessing, downloading, or using the services, you represent and warrant that
a. no law, rule, or regulation applicable to you (by virtue of your place of residence or otherwise) prohibits or makes it unlawful for you to do so in accordance with this Agreement;
b. you understand and agree that the Company is not liable for your compliance or failure to comply with such laws, rules, or regulations; and
c. you will not be using any Services (i) for any illegal activity (including money laundering, fraud, blackmail, extortion, ransoming data, financing of terrorism or any other unlawful activities or prohibited market practices), or (ii) on behalf or for the account of any person other than yourself (unless you have obtained the prior written consent of the Company, in its discretion and after having been provided with such information and documents as the Company or its counsel may deem necessary or appropriate with respect to each principal for which you would wish to use the Services).
Each time that you, acting as the User, access, download, or use any Service, you represent and warrant to the Company that
a. if you are (i) an individual, you are at least eighteen years old and at or above the legal age of majority in your jurisdiction of residence; or (ii) not an individual, (1) you have been validly organized, incorporated or created pursuant to the laws of the relevant jurisdiction, (2) as of the date of such action(s) you continue to be in existence and, if relevant, good standing pursuant to such laws, and (3) each individual through the actions of whom you access, download or use such Service has full power and authority to so act on your name and behalf and, to the maximum extent required by applicable laws, to bind you and your assets as a result of such actions;
b. pursuant to the laws of the jurisdiction where you reside, or that are otherwise applicable to you in respect of such matters, you have full legal capacity, power and authority to use the Services and to enter into valid and binding contracts or agreements with the Company, other users of the Services and third parties in general;
c. these Terms constitute your valid and binding obligation and are enforceable against you in accordance with their terms, subject only to any applicable bankruptcy or insolvency laws;
d. you are not in breach of this Agreement, and each of your representations and warranties in this Agreement continues to be true and accurate in all respect as of the date of such access, downloading or use;
e. you (a) are legally permitted to use the Services in your jurisdiction, including by owning cryptographic currency or tokens of value (collectively “Crypto Assets”) and interacting with the MPCVault in any way; and (b) are not (and, if you are not an individual, you are not owned by anyone who is) (1) identified as a “Specially Designated National” by the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”), (2) the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any similar sanctions authority of any jurisdiction (collectively, “Sanctions”), (3) located, organized or resident in a country or territory that is the subject of Sanctions (including Burma/Myanmar, Cuba, Iran, North Korea, Sudan, and Syria) or (4) placed on the US Commerce Department’s Denied Persons List (for purposes of the foregoing, “owned” means having interests in or claims to 0.5% or more of the aggregate ownership, voting, or other rights or powers exercisable in respect of a legal entity); and
f. you are not located in, or a citizen or resident of any state, country, territory, or other jurisdiction where the Company has determined, at its sole discretion, to prohibit the use of the Services.
MPCVault is software that (a) allows you to purchase cryptographically secure tokens (the “Virtual Currency”) directly from your non-custodial wallet. (b) generates non-custodial wallet addresses and encrypted private keys for you to send and receive related Virtual Currency; (c) MPCVault does not have total independent control over funds at a user’s wallet and is therefore unable to intervene for any blockchain-based transactions that a user wishes to make. MPCVault is also unable to stop or impose any limits on users’ blockchain-based transactions. The private key is connected to the Wallet address and, together, they can be used to authorize the transfer of Virtual Currency to and from that wallet address. You are solely responsible for maintaining the security of your private key and any mnemonic (backup) phrase associated with your Wallet. You must keep your Wallet address, mnemonic (backup) phrase, and private key access information secure. Failure to do so may result in the loss of control of Virtual Currency associated with the Wallet. MPCVault Cannot Assist With Password Retrieval. MPCVault stores your Wallet address but does not receive or store your Wallet password, encrypted private key, unencrypted private key, or mnemonic (backup) phrase associated with your Wallet. We cannot, therefore, assist you with Wallet password retrieval. We cannot generate a new password for your Wallet if you fail to remember your original password. If you have not safely stored a backup of any Wallet address and private key pairs maintained in your Wallet, you accept and acknowledge that any Virtual Currency you have associated with such a Wallet address will become inaccessible if you do not have your Wallet password. Virtual Currency Transactions. In order to be completed, all proposed Virtual Currency transactions must be confirmed and recorded in the Virtual Currency’s associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using MPCVault, you acknowledge and agree that the transaction details you submit may not be completed, or maybe substantially delayed, by the blockchain networks. MPCVault does not take custody of Virtual Currency on behalf of users. We do not store, send, or receive Virtual Currency. Any transfer that occurs in any Virtual Currency occurs on the blockchains and not on a network owned by us. We, therefore, do not guarantee that MPCVault can affect the transfer of title or right in any Virtual Currency. Accuracy of Information Provided by User. You represent and warrant that any information you provide via the Services is accurate and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any Virtual Currency transaction initiated via the Services. We strongly encourage you to review your transaction details carefully before attempting to transfer a Virtual Currency.
Important to note about MPCVault non-custodial wallet
the value belongs to the owner and is stored in his or her wallet;
MPCVault provides additional validation for the users via Multi-Party Computation, hereinafter referred to as MPC, but does not have total independent control over the value;
in order to perform any transaction, the user has to initiate it and locally generate a signature;
For the protection of your interests, it is imperative that you keep safe and guard the Wallet Access Information issued to you. You acknowledge and accept that you are solely responsible for the security of your Wallet and any Crypto Assets held therein. You acknowledge and agree that the Company will not be liable or accountable for any loss or damage sustained by you as a result of any unauthorized access to your Wallet or any Crypto Assets held therein, regardless of whether such access arose from your failure to keep your Account or Wallet Access Information adequately protected or otherwise.
National currency exchange rates for Crypto Assets displayed on MPCVault are sourced from coinmarketcap.com.
In order to use any of the Services, you will be required to register a personal User account (the “Account”). As part of the Account-opening process, you will be required to provide us with current, complete, and accurate information as requested on the registration page. We may ask for Know Your Customer (KYC) information as outlined in our AML Policy. Such information includes certain personal information, you agree to update any information you have provided promptly so that the information is complete and correct at all times.
The Company may at its discretion decline any User’s request to register an Account or limit the number of Accounts that an individual or entity may establish.
You hereby give your consent to us to keep a record of such information and authorize us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary, at our sole discretion, based on the results of such inquiries. You furthermore acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. The Company will have no liability or responsibility for any permanent or temporary inability to access or use any Services, including your inability to interact with service providers through the Website, as a result of any identity verification or other screening procedures. The Company reserves the right to maintain any Account registration information after the closure of an Account for business and regulatory compliance purposes, subject to applicable law and regulation.
You will create and authorize unique user account credentials that may include one or more usernames, passwords, pin codes, API keys, two-factor authentication instances or other access control (the “Account Access Information”). The Company will store your encrypted Account Access Information in its Central Accounts Service (CAS).
You understand and agree that the Company does not have access to raw key data and stores the Account Access Information only such that it can be decrypted client-side and used to interact with the MPCVault or any of the Services.
The User agrees to maintain the security of the User’s Account by protecting all Account Access Information from unauthorized access or use and to notify the Company promptly if the User discovers or suspects any unauthorized access or use of the Account or any security breaches related to the Account. The User acknowledges and agrees to be responsible for all activities that occur or affect the User’s Account, whether with or without the User’s consent or knowledge and accepts all risks of any authorized or unauthorized access to the Account.
Suspension of Account and Blockage of Funds
The Company reserves the right at its sole discretion to suspend your access to the Services or your Accounts temporarily or permanently. This account-blocking or suspension may be a consequence of, among other things, inconsistent information regarding the identity of a User, a pending compliance or security review, the request of a third party or the request and/or order of authority, governmental body, regulator, legal entity, law-enforcement agency, etc. The User understands and agrees that they may not be able to access funds easily if their Account is suspended. The Company determines at its sole discretion which reasons are to be deemed valid for the suspension of an Account or access to the Services. The Company will not be liable for any loss suffered as a result of any suspension or termination of access to the Services.
The User understands and agrees that in the event of an aforesaid blockage any transfer of User funds is unfeasible. The Company determines at its sole discretion which reasons are to be deemed valid for such a blockage of User funds. Nevertheless, despite a blockage of User funds, the company has no access to any User’s Wallet or the Crypto Assets contained therein nor any control over its use.
All transactions are final. Once transaction details have been submitted via the Services, we cannot assist you in canceling or otherwise modifying your transaction due to the nature of blockchain technology.
Rules of Conduct
The Services may include message boards, forums, chat rooms, or other interactive features that allow users to post, submit, publish, display or transmit to others content or materials (collectively, the “User Contributions”). You represent and warrant that your use of the Services and all of your User Contributions comply with these Terms. Without limiting the foregoing, you acknowledge and agree that you will refrain from:
a. Posting, requesting, transmitting, rendering or otherwise making available or creating through or in connection with the use of the Software any materials or User Contributions that are or may be: (a) illegal/non-compliant and or threatening, harassing, degrading, hateful or intimidating, or which otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
b. Posting, transmitting or otherwise making available through or in connection with the use of the Software any virus, worm, Trojan horse, Easter egg, time bomb, spyware, scareware, malware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
d. Using the Services for any purpose or submitting any User Contribution that is fraudulent or otherwise tortious or unlawful, including but not limited to illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data or the financing of terrorism, intellectual property infringement, or violent or abusive activities.
e. Using or attempting to use another user’s account without permission.
f. Impersonating or attempting to impersonate the Company, a Company employee, another user, or any other person or entity.
g. Providing false, inaccurate, or misleading information.
h. Engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by the Company, may harm the Company or users of the Services, or expose them to liability.
Any User Contribution you submit will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our affiliates and service providers and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, or otherwise disclose any such material for any purpose. You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above. You understand and acknowledge that you are responsible and liable, not the Company, for any User Contributions you submit. We are not responsible or liable to any third party for the content or accuracy of any User Contribution posted by you or any other user.
If you are blocked by the Company from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Use of our Services in connection with any transaction involving illegal products or services is prohibited. The Company, at its sole discretion, reserves the right to suspend your Account temporarily or permanently or otherwise to restrict your use of the Services if any violation of this Section VIII occurs. The Company will not be liable for any losses suffered as a result of any suspension or termination of your right to access the Services.
Furthermore, the Company has no control over your actions or transactions made using the Services. With that in mind, the Company will have no liability to you or to any third party for any claims or damages that may arise as a result of any actions or transactions that you engage in while using the Services. The Company shall not be liable for the acts or omissions of any third parties, nor will they be liable for any damage that you may suffer as a result of interacting with any third parties. We reserve the right to cancel or refuse to process any transaction owing to requirements of any applicable laws or regulations, and without prior notice.
Risks of Blockchain and Smart Contracts
You acknowledge that blockchain applications and smart contract technology and protocols are generally still in an early development stage and therefore of experimental nature and that buying Crypto Assets is hence highly risky. You acknowledge and accept all consequences of sending any Crypto Assets to the Smart Contract System. Crypto Asset transactions may not be reversible. Once you send Crypto Assets to an address, you accept the risk that you may lose access to your Crypto Assets indefinitely. If, for example, an address is entered incorrectly, the owner of the address may never be identified, and your Crypto Assets will never be returned.
IN PARTICULAR, YOU UNDERSTAND AND VOLUNTARILY ASSUME THE INHERENT RISKS LISTED HEREINAFTER, AND AGREE THAT NEITHER THE COMPANY NOR ANY OF ITS SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES WILL BE LIABLE FOR ANY LOSSES, INCLUDING FINANCIAL AND BUSINESS LOSSES, OR CONSEQUENCES RESULTING FROM THE FOLLOWING RISKS:
a. Risk of Software Weaknesses: You understand and accept that the underlying Software, MPCVault, the Smart Contract System, and other involved software and technology and technical concepts and theories are still in an early development stage and unproven, that there is no warranty that the process for receiving, use and ownership of Crypto Assets will be uninterrupted or error-free and that there is an inherent risk that the Software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, a financial loss or the complete loss of Crypto Assets. You agree not to hold the Company accountable for any related losses.
b. Crypto Asset Risks: Any Crypto Asset may change or cease to operate as expected, which may result in the Crypto Asset being canceled, lost, or double spent, or otherwise losing all or most of its value. The Company may suspend or cease to support, transfer Crypto Asset on the Services at any time, at its sole discretion. Any Crypto Asset may lose all or most of its value owing to several factors, including, but not limited to, the Company’s termination or suspension of support, legislative or regulatory activity, changes to its characteristics, or market factors or manipulation. The Company will use commercially reasonable efforts to notify you unless restricted by law or regulation, of any cessation of support at least 30 days in advance so that you may withdraw the Crypto Asset in question from your Wallet. If you do not withdraw the Crypto Asset from your Wallet, the Crypto Asset may be lost.
c. Regulatory Risk: You understand and accept that the blockchain technology allows new forms of interaction. There is a possibility that certain jurisdictions will apply existing regulations, or introduce new regulations addressing blockchain technology–based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications of the Smart Contract System and/or MPCVault, and/or the business model of the Company, including its termination and the loss of Crypto Assets.
d. Risk of Abandonment / Lack of Success: You understand and accept that MPCVault and any of the Services may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, or lack of commercial success or prospects (e.g. caused by competing projects). Furthermore, the Company may modify, suspend, or alter any part of the Services at any time, at its sole discretion.
e. Risk of Theft: You understand and accept that the Smart Contract System, the underlying Software, MPCVault, other involved software, other technology components and/or platforms may be exposed to attacks by hackers or other individuals that could result in theft or loss of Crypto Assets.
f. Risk of Blockchain Mining Attacks: You understand and accept that, as with other cryptocurrencies, some blockchains used for the Smart Contract System are susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attack presents a risk to the Smart Contract System and the expected proper execution and sequencing of Crypto Asset transactions.
g. Risk of Losing Wallet Access Information (Loss of Private Key): You understand and accept that the Company has no access to your Wallet at any point in time. If you lose the information and codes issued to you when establishing the Wallet, the Company has no way to recover your Wallet and or any Crypto Assets that are associated with it. You understand and accept that unauthorized third parties may access your Account and effect transactions without your knowledge or authorization. You understand and accept all risks associated with unauthorized use of your Account.
Limitation of Liability
You understand that there is no warranty, implied or statutory, for the Software, in particular the Smart Contract System, MPCVault, the App and any other Services provided by the Company, to the extent permitted by applicable law. The Services are provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. By using MPCVault, the Services and/or downloading the MPCVault you agree that the entire risk as to the quality and performance of all Services is with you.
In no event unless required by applicable law will the Company, or any of its shareholders, members, directors, officers, employees, agents or representatives, be liable to you for damages, arising out of or in connection with MPCVault or any of the Services or the use or inability to use the Services, in an amount that exceeds the amount of fees paid by you to the Company for use of the Services in the twelve-month period immediately preceding the event giving rise to the claim for liability. In addition to the liability cap above, the Company, or any of its shareholders, members, directors, officers, employees, agents or representatives, will not be liable to you for any of the following types of losses or damages arising out of or in connection with your use of the Services or this Agreement or otherwise:
Losses of profits, expected revenue or gains, or business opportunities, even if we were advised of or knew or should have known of the possibility of the same.
Losses due to security problems experienced by the User of MPCVault, the Software or any other Services, e.g., unauthorized access to Users’ Wallets and/or Accounts.
Losses due to mistakes made by the User, e.g., forgotten passwords, transactions sent to incorrect addresses, and accidental deletion of the Wallet.
Losses due to technical failures in the hardware of the User of any related Software or Services, e.g., data loss owing to a faulty or damaged storage device.
Losses in connection with the Software, including any losses or damages relating to an inaccuracy in or the omission or interruption of the price data or an error or delay in the transmission of price data.
Losses due to any actions or inactions of third parties and/or events experienced by third parties, e.g., bankruptcy of service providers, information security attacks on service providers, and fraud conducted by third parties.
Losses due to delays, failure in performance, or interruption of the Services that arise from unforeseeable circumstances beyond our control, including compliance with any relevant law or regulation.
Neither the Company nor any of its shareholders, members, directors, officers, employees, agents or representatives shall be liable to you for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever, including damages for loss of data, revenue, profits, or other financial benefit, arising out of or in connection with MPCVault or any of the Services or the use or inability to use the Services, even if and notwithstanding the extent that the Company has been advised of the possibility of such damages. You waive application of Section 1542 of the Civil Code of the State of California (or any similar statute or law of any other jurisdiction), 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.”
You understand and agree that the Company shall not be liable and you shall be responsible for all liability in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, Software or Smart Contract System bugs or weaknesses, earthquakes, storms or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interests rates or other monetary conditions and, for the avoidance of doubt, changes to any blockchain-related protocol.
To the fullest extent permitted by applicable law, you release the Company and each of its shareholders, members, directors, officers, employees, agents or representatives from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless, and reimburse the Company from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel) incurred by the Company.
You are solely responsible for complying with any applicable law. You acknowledge and agree that the Company is not responsible for determining whether or which laws may apply to your transactions, including tax law. The Company bears no liability for determining whether taxes apply to any of your transactions, or for collecting, reporting or remitting any taxes arising from any transaction. The users of MPCVault are solely responsible for determining what, if any, taxes apply to their Crypto Asset transactions. The Company is not responsible for determining the taxes that apply to any transaction of Crypto Assets.
Limitation or Termination of Access and Services
The Company has the right to, at its discretion, permanently or temporarily suspend your access to the Services if, at any time, it determines that:
You have violated or failed to comply, in any respect, with these Terms;
You have indicated, or acted in such a way, that the Company may reasonably infer that you no longer agree to be bound by these Terms;
Any representation or warranty made by you was or has become untrue;
You are the subject of a regulatory, criminal or other investigation regardless of whether the conduct being investigated involves the Company or your use of the Services;
Your use of the Services may be in violation of any laws applicable to you; or
For any other reason, it is in the best interest of the Company to take such action.
Upon termination of your Account, your Account login credentials for the Services may not be preserved and it may not be possible to reinstate them. You hereby acknowledge and agree that the Company is under no obligation to compensate you for any losses of any kind whatsoever resulting from the cessation of your access to the Services as set forth hereinabove, whether such closure was voluntary or involuntary, and you hereby irrevocably waive any demand or claim regarding the above. Notwithstanding the foregoing, you acknowledge that the Company has the right to discontinue the Services in its entirety, or any part thereof, or modify, alter, or suspend the Services, at any time, at the Company’s sole discretion. The Company will not be liable for any losses suffered as a result of any modification or termination of the Services or of any suspension or termination of your right to access the Services.
Upon termination or suspension of the Services or termination or suspension of your right to access the Services (including pursuant to Section VI and Section XVI): (a) all amounts payable by you to the Company will immediately become due and (b) the Company may cancel any open transactions pending at the time of termination or suspension.
If your Account is inactive for the applicable statutory period, then the Company may be required to report any property in your Wallet or your Account as unclaimed property to the appropriate government entity. The Company may also be required to turn over such property to the applicable governmental entity.
The Company and all of the content that appears related to the Services, including but without limitation the use of the Website’s name, Software, web technologies, source code, concepts, artwork, photos, animations, sounds, methods of operation, moral rights, documentation and virtual items, is the exclusive property of the Company, or is being used with permission from its licensors. The Company (or its licensors, as applicable) retains all rights, titles and interest in and to the Services, their content and all intellectual property rights relating thereto, including without limitations all copyright, patent, trademarks, logos, design rights and any other proprietary rights connected with the Services. You agree that you have no right or title in or to the Services. The Company’s name and logo along with the name and logo of MPCVault, and any other trademarks included in the Services, are trademarks of the Company.
The Company is granting you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Services and the related material on the Services solely for purposes approved by the Company. Any other use of the Services or material on the Services is expressly prohibited and all other right, title and interest in the Services and material on the Services are exclusively the property of the Company and its licensors. You may not reproduce, sell, license, distribute, modify, create derivative works of, publicly display, publish, modify or in any other way exploit any of the material on the Services.
All third-party product names that may legitimately appear in relation to MPCVault Services are trademarks of their respective owners. No transfer or granting of any rights under any names, marks or logos is made or is to be implied by any provision of these Terms or by making use of the Services, and all rights in such names, marks or logos are reserved by the Company or their respective owners, as applicable.
It is strictly forbidden to use, for any purpose, any proprietary materials existing on the Website, MPCVault or any other Services. Any such unauthorized use, which infringes the copyright, the trademarks or other laws, can be subjected to civil or criminal sanctions.
To the extent that MPCVault, the Website or any of the Services contains links or any other information to third-party websites, tokens or services, the Company does not control the availability and content of those websites, tokens and services. Any concerns regarding any such third-party websites, tokens and/or services, or any link thereto, should be directed to such particular website and/or service provider. The Company makes no representation or warranty regarding any content, goods, tokens and/or services provided by any third party, even if linked to through the Website or the Services. The linked sites and tokens are not under the control of the Company and may collect data or solicit personal information from you. The Company is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect.
Transfer of Data
Governing Law and Jurisdiction
This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflict of law. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of Alameda County, California.
You agree to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that the Company provides in connection with your use of the Services. We may provide these Communications to you by posting them on the Website, emailing them to you at the email address you provide in your Account, sending them through an instant messenger chat service, or through other forms of electronic communication such as SMS or text message to the mobile phone number that you provide in your Account. Your mobile carrier’s standard mobile messaging and data rates will apply.
In order to access and retain the Communications, you will need a device with an internet connection and a current web browser that includes 128-bit encryption with cookies enabled. You will also need an email address on file with your Account and sufficient storage space or a printer to print the Communications.
You may withdraw your consent to receive Communications electronically by sending a notice to [email protected], at which point the Company may suspend or terminate your access to the Services.
It is your responsibility to provide the Company with accurate and complete contact information and to provide updates to your contact information as necessary. You understand and agree that if the Company sends you an electronic Communication, but you do not receive it because (i) your contact information on file with your Account is incorrect, blocked by your service provider, or out of date, (ii) the Communication was re-routed to your spam folder, or (iii) you are otherwise not able to receive the Communication, the Company will be deemed to have provided the Communication to you. You may update your contact information through the settings in your Account.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative, or unenforceable for any reason, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
The invalidity, inoperability or unenforceability of any term of the Agreement will not adversely affect the validity, operability or enforceability of the remaining terms.
Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.
YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
You agree that we may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.
This Agreement sets forth the entire understanding and agreement 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) and every nature between us. Except as provided for above, any modification to this Agreement must be in writing and must be signed by both parties.
Customer service contact information
If you have any questions or comments about this Agreement, you can contact us at: