Thank you (“you”, “your” or “User”) for choosing Gigantik (the “Service”), owned and operated by GigLabs, Inc. and its affiliates (“Company”, “our”, “us”, or “we”). The Service allows you to, among other things, store NFTs from third parties who have entered into relationships with the Company. THESE TERMS OF SERVICE (THESE “TERMS”) GOVERN YOUR USE OF THE SERVICE AND CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE CEASE USE OF THE SERVICE IMMEDIATELY. DO NOT USE THE SERVICE IF YOU ARE UNDER 18 YEARS OF AGE.
1. Accounts.
To set up a User account (“Account”), you only need to enter an email address and no other information. Once you enter your email, you will be sent a “Log In Now” link to securely access your account. You will then be assigned a unique username and avatar that can be used across all websites that are powered by the Service. This will allow you to access the Service and create a record of your NFT-related transactions. In the future, you may be permitted, but are not required to, adjust the settings in, or provide additional information for, your Account. This may create an enhanced user experience, including allowing you to create your own username or avatar.
You represent, warrant and covenant that you will: (a) provide true, accurate, current and complete Account information; and (b) maintain and promptly update the Account information to keep it true, accurate, current and complete. If you provide any Account information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your Account and revoke your access to the Service. You are entirely responsible for the security and confidentiality of your Account. Furthermore, you are entirely responsible for any and all activities that occur under your Account. You will not share your Account information with any third party or permit any third party to logon using your Account information. Although not a requirement, an Account may be used to create a custodial wallet that will be hosted either by the Company, or by a third party retained by the Company (the “Wallet”). We have the right to provide Account information as appropriate, such as in response to administrative or legal process, orders, subpoenas, or warrants, or to protect our rights.
2. Additional Information Related to Your Account.
User shall immediately notify us if User suspects any unauthorized use or access of the Account or otherwise suspects any security breaches or attempted security breaches related to the Service or the Account. User: (a) assumes exclusive responsibility for all Transactions (as defined below) and other activities that occur in the Account and through the Service; and (b) accepts all risks of any unauthorized access to the Account. An Account is individual to you and may not be transferred without our express written consent. In Company’s discretion, we may, but are not required to, offer or require enhanced security features for an Account, such as two-factor authentication. You are prohibited from accessing or using the Service in, from or through a location where your use of the Service would violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Service while located in any such jurisdiction. You must, when and as requested, supply us with additional “know your customer” (“KYC”) information. You represent and covenant that: (x) all KYC information you provide is true and accurate; (y) you shall immediately update such information in the Account or by notice to us if any of it changes. We reserve the right to close or suspend your Account immediately on determining that any KYC information is false, inaccurate, misleading or out of date.
3. Prohibited Users
The following persons are prohibited from becoming Users, opening an Account and/or using the Service: (i) persons who appear on the United States Department of the Treasury, Office of Foreign Assets Control (“OFAC”), Specially Designated Nationals List (“SDN”), United States Commerce Department’s Denied Persons or other similar lists; (ii) persons who are nationals or residents of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory, or other jurisdiction that is embargoed by the United States; (iii) persons who are less than 18 years of age; (iv) persons who have been subject to an previous Account termination; (v) corporations, limited liability companies, partnership or any other type of person that is not an individual natural persons; or (vi) a person who, directly or indirectly, uses, employs, operates or creates a computer program to simulate the human behavior of a User (a “Bot”). The Company may prohibit use of, and access to, the Service in certain jurisdictions, at Company’s sole discretion. Company may implement controls to restrict access to the Service from such jurisdiction(s). You shall comply with such restrictions, even if the methods imposed by Company to prevent access to the Service are not effective or can be bypassed.
4. Prohibited Activities.
You shall only use and access the Service for your own purposes and not on behalf of third parties. You shall not use the Service to engage, or assist, in any activity that is illegal. We reserve the right to add or remove items from the list of prohibited activities at our sole discretion. It is prohibited for a person to have more than one Account. Company has the right, in its sole discretion, to determine whether a User has or controls more than one Account, in which case Company may suspend any Account that is in addition to the one permitted Account.
5. Fraudulent Wallet Activity.
If we believe in our sole discretion that an NFT in your Wallet was purchased with a stolen payment card, obtained by fraudulent means or otherwise in violation of these Terms, User grants Company the right to transfer all NFTs in question from the Wallet to the person/entity that was previously in rightful possession of the NFT, even if the User who loses possession of the NFT was a good faith holder in due course of the NFT and even if the NFT is no longer in the Wallet. You shall not accept into your Wallet any NFT from a third party that you have any grounds to believe is not rightfully in possession of such NFT. In the event of a dispute over who has the right to be in possession of an NFT, Company reserves the right to block transfers thereof pending joint written instructions of all parties to the dispute or the order of a court of competent jurisdiction. You shall reimburse us for any costs or expenses related to such a dispute. Such costs and expenses may, at our discretion, be recovered by taking possession of and disposing of NFTs in the Wallet.
Company may freeze or terminate an Account: (a) pursuant to a court or administrative order; (b) as required under applicable law; or (c) where Company determines, in its sole discretion, that the Account poses excessive legal, security, financial or reputational risk to Company, another User or a third party. Accounts may also be frozen during an internal or external investigation even if such investigation has not been completed.
User expressly acknowledges and agrees that the Account is not an investment account and that NFTs have no intrinsic value. Consequently, and without limitation, Company shall have no liability to User for the freezing or termination of an Account.
6. NFTs Generally.
You acknowledge and agree that there are inherent risks associated with NFTs and that such risks extend to your use of an Account or the Service. These risks include, but are not limited to: (a) the failure of hardware, software or internet connections; and (b) the risk of malicious software introduction; or (c) the risk of unauthorized access to your Account or Wallet. It is your responsibility to familiarize yourself with these and other risks involved with NFTs, their protocols and networks. Company is not responsible for any communication failures, disruptions, errors, distortions or delays when using the Service.
You acknowledge that an NFT has no inherent value nor does the Company or any third party promise that an NFT has or will ever have any specific value. Transactions can take time to be confirmed and may, in some cases, not be completed. For example, if you initiate a withdrawal transaction to settle NFTs to an external wallet and you provide an incorrect or incomplete address, the withdrawn NFTs may be lost and may not be recoverable. If you attempt to send or receive NFTs that are not supported by the Service, the NFTs may be lost entirely and may not be recoverable. In no event will Company be liable to you or to any third party for any of the foregoing.
If the Service posts a dollar value in association with a specific NFT in your Wallet, such posting shall not constitute a representation as to the actual or projected value of such asset. It is your responsibility to independently ascertain the value of your NFTs, without relying on the Service. In no way is the Company offering to purchase or sell any NFTs from you or to you. You agree that you shall not make any claim against the Company alleging, in whole or in part, that any NFT has anything more than nominal value.
There are also inherent risks associated with using any NFT network. These risks include, but are not limited to, unanticipated changes to the network protocol or unknown vulnerabilities which may include or result in underlying technology attacks. Other possible risks may include forks or rollbacks of NFTs, networks, or blockchains. Company has no control over other networks and will not be responsible for any loss you suffer when you transact via any network.
7. Third Party Wallets.
The Service may also allow you to link with a third-party custodial wallet such as Dapper (each a “Third Party Wallet”). You may be required to verify that you control any Third Party Wallet prior to the Service accepting or allowing you to transact in NFTs to or from such Third Party Wallet. Deposits to the Wallet may not be immediately available for use as they may be subject to network delays, holds imposed to reduce fraud or other risks, or other limitations. Should the Company enable a withdrawal feature on instructions from a User through an Account, the Service shall debit the Wallet and send the User-specified NFT to the specified Third Party Wallet. The Company shall also freeze the Wallet where it is required to do so by applicable law, to prevent fraud, protect security or where the Company believes that freezing a given NFT or transaction is necessary. Without limitation, the Company may apply a cooling-off period for NFTs such that they cannot be withdrawn from the Wallet before a period of time as determined by the Company, in its sole and absolute discretion.
User understands that a freeze on the Wallet shall not support a claim for economic loss or damages. Fees may apply to deposit or withdrawals of NFTs and as otherwise set forth in these Terms or in the Account. The Company reserves the right to impose delays, limitations, additional security features and other controls on a Wallet at its sole and absolute discretion.
You shall not transfer NFTs that are not supported by the Service to the Wallet. If User transfers any NFTs that are not supported to a Wallet, such NFTs may be permanently lost. Company shall not be liable to User in such circumstances. NFTs in the Wallet can only be used in connection with Service and not for any transactions outside of the Service.
The Company does not assume any liability with respect to any Third Party Wallet. User must familiarize themselves with the terms of use, technology and security protocols of any Third Party Wallet (e.g. saving private keys in a safe place etc.). Third Party Wallets may levy fees on transactions and the Company is not responsible for any such fees. If a Third Party Wallet rejects an NFT, Company shall not be liable for any losses or damages.
Company reserves the right to put a hold on funds from a Third Party Wallet or block the use of the Third Party Wallet for withdrawals from the Wallet where the Company is not satisfied, in its sole discretion, that the foregoing representation is true. Acceptance by the Service of NFTs from a Third Party Wallet or permitting withdrawals to one does not constitute a confirmation as to legal title. Upon the Company’s request, User shall provide Third Party Wallet addresses for each NFT held in the Wallet so that Company can, if either requested by User or otherwise necessary under these Terms, return all NFTs of the User to such Third Party Wallet.
8. Transactions.
Via the Service, Users may engage in a variety of transactions (each a “Transaction”, collectively, the “Transactions”). All Transactions are subject to at a minimum the following rules and disclaimers:
Any Transaction performed in violation of any of the foregoing rules may be voided by Company. If you fail to adhere to these Terms, including, without limitation, the foregoing rules related to Transactions: (i) such failure may result in the permanent loss of your NFTs for which Company shall have no liability; and (ii) that Company reserves the right to confiscate any NFTs purchased or acquired in a manner not expressly permitted by this Agreement, without notice or liability to you.Additional rules related to Transactions may be imposed by Company in its sole discretion.
9. Use of the Account.
You alone are responsible for your actions, conduct, and behavior while using the Service and the Account. You shall not:
Company reserves the right to reverse any NFT Transaction that occurred in breach of these Terms, even if such reversal has an adverse effect on the User or a third party. Company may seize or cause to be frozen any NFT that was obtained in breach of these Terms.
USER ACKNOWLEDGES THAT IF, EVEN IN GOOD FAITH, USER COMES INTO POSSESSION OF AN NFT THAT WAS, ON ANY PREVIOUS OCCASION, TRANSACTED IN VIOLATION OF THESE TERMS, EVEN BY ANOTHER USER, THE USER MAY BE OBLIGATED TO FOREGO ANY AND ALL RIGHTS IN THE NFT. FOR EXAMPLE PURPOSES ONLY, IF THE USER PURCHASES AN NFT FROM ANOTHER USER AND THE SELLER IN THE TRANSACTION PURCHASED THE NFT WITH A FRAUDULENT PAYMENT METHOD, THEN THE USER PURCHASING THE NFT IN GOOD FAITH SHALL FOREGO RIGHTS IN THE NFT.
10. Term and Termination.
You may close your Account at any time. However, prior to closing you must remove any NFTs from your Wallet and cause them to be sent to a Third Party Wallet. Such Transactions on closure may be subject to at least a 30 day fraud-prevention hold term, and such other restrictions as may be necessary to prevent fraud or security breaches.
At any time and in Company’s sole discretion, without prior notice, and without any liability to you, Company may: (a) modify or discontinue any portion of the Service, either temporarily or permanently; (b) cancel or deactivate your Account; or (c) temporarily or permanently, suspend, restrict, or terminate access to all or a portion of the Service for any reason or for no reason. Company is under no obligation to disclose its reason for any termination or suspension of the Service for User or generally. Company shall not be liable for any losses suffered by User resulting from any suspension or termination of the Service. Your NFTs will be impossible to access during a suspension of the Service.
In the event of the discontinuation of the Service or termination of your right to access the Service: (i) all Fees and amounts payable to Company shall immediately become due, (ii) Company may delete User data without any liability to User, provided that Company also reserves the right to retain User data for seven (7) years (or longer if required by applicable law) following termination; and (c) Company may cancel any Transactions that are pending at the time of the termination of your right to access the Service or discontinuation of the Service. Company may retain aggregated, anonymized Data in perpetuity for internal purposes such as improving the Service, analytics and fraud prevention.
In the event of the discontinuation of the Service or termination of your right to access the Service, Company shall: (i) return all NFTs in its possession to you provided you have provided Company with a Third Party Wallet Address(es). If your access to the Service is terminated as a result of a material breach of these Terms, you shall forego all right title and interest in NFTs stored via the Service, and Company may confiscate any such NFTs without notice or liability to you.
11. Fees.
Fees are as disclosed in the Account or the Service. You shall pay the applicable fee to Company by such means as Company may reasonably require within five (5) days of when they are first posted as owing in your Account. Company may make third party products or services available via the Service. Such third parties may charge fees for their services for which Company is not responsible.
Networks also charge fees. These fees are often required to cover the transaction costs on virtual currency networks and may apply to Transactions. You are solely responsible for paying all network fees. You will be required to provide credit card or debit card (collectively, “Credit Card”) information. We do not process Credit Cards ourselves but use a third-party payment processor to do so. You agree to pay all applicable fees and charges. When you provide Credit Card information or other information necessary to facilitate payment, you represent and warrant to us that you are the authorized user of the Credit Card. In the event legal action is necessary to collect on balances due, you shall reimburse us for all expenses incurred to recover sums due, including reasonable attorneys' fees and other costs of collection. You understand that there may be circumstances where we will hold and store such Credit Card information for purposes as permitted by law.
12. Security.
We will maintain commercially reasonable security measures in providing and operating the Service. We reserve the right to suspend access to the Service in the event of a suspected or actual data or security breach. However, no security system is foolproof. We are not liable for any damages incurred by you in connection with any unauthorized access resulting from the actions or inactions of you or any third-party other than our employees or representatives.
13. Third Party Resources.
An Account or the Service may permit you to link to third-party software, third-party technology and/or provide links to third party websites, content, or resources (“Third Party Resources”). We are not responsible for the contents of any Third Party Resources, or any changes or updates to such Third Party Resources. We shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through any Third Party Resources. Your use of Third Party Resources will be subject to third party agreements and policies. You should review and adhere to the same.
14. Intellectual Property.
The Service and all of its enhancements, upgrades, modifications, customizations, derivative works, selections, algorithms, compilations, aggregations, source code and/or object code, and copies thereof, and all information, methods, processes and all intellectual property contained therein (collectively, the “Service IP”) are and will remain the property of Company. Company has and will retain exclusive right and title to, and has all patent, copyright, trademark, trade secret and all other intellectual property rights in and to the Service IP. Nothing in this Agreement will be construed as transferring any aspects of such rights to you with the exception of your limited right to use and access the Service. Company shall have the right to register patents, trademarks and copyrights related to the Service with any governmental authority anywhere in the world.
We grant you a limited, non-exclusive, non-sublicensable license to access and use the Service for your personal use. Such license does not permit the: (i) making derivative works of the Service IP; or (ii) decompilation, disassembling, reverse engineering, or any other attempt to discover the source code of the Service. This license shall automatically terminate if your Account is closed or terminated or access to the Service is suspended or terminated.
“GigLabs”, “Gigantik”, any product or service names, logos, and other trademarks used within the Service are trademarks owned by or licensed to the Company (the “Marks”). You may not copy, imitate, or use the Marks. We reserve the right to limit, deny, or terminate access to the Service to any one who infringes on the Marks or intellectual property rights of others.
Company shall own and have exclusive rights to any feedback, ideas, suggestions, or other materials or information that you provide through chat, email, posting through our Service or otherwise (“Feedback”). You acknowledge and agree that any Feedback you submit is not confidential. You shall not be entitled to, and waive any claim for, acknowledgement or compensation related to the Feedback. You grant Company the right to unrestricted use and dissemination of the Feedback, without acknowledgement or compensation.
You hereby grant Company a royalty free, irrevocable, perpetual, and exclusive worldwide license to use, copy, modify, display, publish, or distribute, in any form, any text, images, data, or materials or other content that you provide to the Service (the “User Content”). Company may remove any User Content the Service at any time for any reason.
15. Use of Personal Data.
Personal Data (as defined below) may be requested from you as part of the Account registration process and/or as part of a Transaction. Personal Data will be handled and processed in accordance with our Privacy Policy, which you agree to be bound by. Generally, we may collect and process Personal Data in order to provide you with requested information, service your Account, as part of a Transaction and/or because we are legally required to do so. You grant us permission to use the Personal Data to contact you with respect to your Account, the Service and/or Transaction-related inquiries, surveys, customer care, technical support and/or to provide you with marketing materials or information of interest. Personal Data is information that identifies an individual or can be used to identify or contact an individual, such as name, email address, mailing address, telephone number or internet protocol address. You expressly grant us the right to share your Personal Data with our third-party business partners.
16. Contacting You.
By opening an Account or using the Service, you expressly authorize us and our parents, subsidiaries, affiliates, agents, representatives, assigns and service providers (collectively, the "Messaging Parties") to contact you using automated telephone dialing systems, artificial or prerecorded voice messaging, text messaging, and automated email systems in order to provide any and all relevant information as well as to market products and services to you. You authorize the Messaging Parties to make such contacts using any telephone numbers (including wireless, landline, VOIP numbers and hereinafter developed technology and regardless of whether such number is on the Do Not Call Registry) or email addresses you supply to us.
Company may use electronic delivery for all communications, including but not limited to contracts, policies, updates, statements, reports, invoices, receipts, notices, disclosures, legal or regulatory statements, or other documents (collectively, “Communications”). This consent includes the right to deliver Communications via: (i) email; or (ii) via SMS or text message to a mobile phone; or (iii) by sending User an email message containing a link to, or a notice that directs User to, a URL where the Communication can be read or printed.
Company shall have no liability and User shall fully defend and indemnify Company for any and all losses, liabilities, costs, expenses, demands, charges and claims of any kind resulting from User’s reliance on email or User’s devices or failures in User’s email systems or devices. If User prefers not to accept these risks, then User shall not create an Account or use the Service.
You must supply us with an up to date, true, accurate, and complete email address and to make sure Company’s emails are not deleted or otherwise missed on account of spam filters. This consent to receipt of electronic Communications shall be valid until User withdraws such consent by notifying Company in writing, in which case: (i) Company shall provide Communications on paper; and (ii) Company may suspend or terminate the Account and access to the Service.
17. Risks Associated with NFTs.
Other than as expressly set forth in these Terms, Company shall not be liable for any risks inherent in the Service or related NFTs or losses that may be incurred by you. User: (a) releases Company from any and all liability related to or arising from risks inherent in the Service and related NFTs; and (b) assume all risks inherent in the Service and related NFTs including, but not limited to, the following:
You are responsible to carry out your own independent analysis and assessment of the risks specific to the NFTs and the Service.
18. Restrictions
Except as expressly permitted by these Terms, you shall not, and you agree not to authorize, encourage, or permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Service; (b) assign, lease, rent, loan, or otherwise transfer the Service; (c) use any analytics, data, content, or other output created by or from the Service on behalf of, or to perform any services for, any third party or include such analytics, data, content or other output in any services or products provided by you to any third party; (d) reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in the Service, including without limitation, any such mechanism used to restrict or control the functionality of the Service or its authorized users or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Service; (e) remove, modify or obscure any proprietary notices within the Service; (f) use any robot, spider, scraper or other automated means to access the Service; or (g) provide access to the Service to any person or entity that engages in illegal or deceptive trade practices or any other practices proscribed under applicable law.
19. Export.
You will not export or re-export, directly or indirectly, the Service and/or any technology included as part of the Service, in whole or in part, to any countries outside the USA except as permitted under the law. We operate the Service from the USA. We make no representation that the Service or its content are appropriate or available for use outside of the USA. Users who access the Service from outside the USA do so at their own risk and must bear all responsibility for compliance with local laws.
20. Disclaimer Of Warranties.
A. We do not guarantee, represent or warrant that your use of an Account or the Service will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the Service is at your sole risk. YOUR ACCOUNT AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
B. YOU ACKNOWLEDGE THAT INFORMATION AND NFTs YOU STORE OR TRANSFER USING YOUR ACCOUNT OR THE SERVICE MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED, OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES INCLUDING, BUT NOT LIMITED TO, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS INCLUDING THIRD PARTY ATTACKS (SUCH AS A DENIAL OF SERVICE ATTACK), SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, SCHEDULED OR UNSCHEDULED DOWNTIME OR MAINTENANCE, COMPUTER OR HUMAN ERROR, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES AND RECORDS OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH YOUR ACCOUNT OR THE SERVICE.
21. Limitation of Liability.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, OUR PARENTS, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND EACH OF OURS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOST NFTS, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED TO THE FORESEABILITY OF THE SAME. OUR MAXIMUM LIABILITY FOR YOUR USE OF AN ACCOUNT OR THE SERVICE SHALL BE EQUAL TO THE FEES PAID BY YOU TO THE COMPANY FOR THE TWELVE (12) MONTHS PRIOR TO A CLAIM ARISING.
22. Indemnity.
You agree to defend, indemnify and hold Company, our parents, subsidiaries, affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns, harmless from any claim, loss or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of, your use of an Account, the Service, any NFTs purchased or sold by you, and/or your violation of these Terms. This defense and indemnity obligation includes any claim related to: (i) your breach of these Terms; (ii) your violation of any applicable law, or the rights, including intellectual property rights, of any other person or entity; (iii) your use or misuse of your Account or the Service; (iv) your conduct in connection with the use or misuse of your Account or the Service; or (v) your negligence, fraud, willful misconduct or misrepresentations. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine if we wish to settle it, and if so, on what terms.
23. Dispute Resolution/Waiver of Jury Trial/Class Action Waiver.
A. These Terms and your use of an Account and the Service shall be governed by and construed in accordance with the laws of the State of Georgia (USA), without reference to otherwise applicable principles of conflicts of law. Any dispute related to these Terms, your Account or your use of the Service shall be submitted to arbitration in Atlanta, Georgia (USA) under the auspices of JAMS. You and us submit exclusively to such jurisdiction and venue. Judgments may be enforced in any court in the world having jurisdiction over such matters.
B. YOU AND US WAIVE ANY RIGHT TO A TRIAL BY JURY FOR A DISPUTE RELATED TO THESE TERMS, YOUR ACCOUNT OR USE OF THE SERVICE.
C. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND US AGREE THAT NEITHER PARTY SHALL BRING ANY LAWSUIT, ACTION, PROCEEDING OR CLAIM OF ANY NATURE PERTAINING TO THESE TERMS, YOUR PURCHASE OF PRODUCTS OR YOUR USE OF THE SERVICE AGAINST THE OTHER PARTY AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
D. If you are an individual and not a business, the following dispute resolution terms shall also apply:
24. Entire Agreement.
These Terms, and the documentation referenced herein, are complete and reflect the entire agreement between us and you with respect to its subject matter, and supersedes all previous written or oral negotiations, commitments and writings. No promises, representations, understandings, warranties and agreements have been made by us except as expressly referred to herein. These Terms may be revised at any time and from time to time by updating this page. You should visit this page from time to time to review the then current Terms because they are binding on you.
25. Assignment
You may not assign your rights or obligations pursuant to these Terms to any third party. We may freely assign our rights and obligations pursuant to this Agreement to an affiliate or to a successor entity.
26. No Fiduciary Relationship.
Nothing contained in these Terms is intended to create a principal-agent, broker, intermediary, financial advisor, fiduciary relationship between us and you. Our relationship is that of independent contractors. For the avoidance of doubt, Company is in no manner providing investment advice, tax advice, legal advice, or other professional advice whether through the Service or otherwise. Company does not recommend or endorse that you purchase or sell any NFT or that you make any investment or enter into any trade or Transaction. Before engaging in any trading or investment activity, User should always consult a qualified professional.
27. Waiver.
The failure of you or us to insist upon strict adherence to any provision of these Terms shall not be considered a waiver or deprive or limit that party’s right thereafter to insist upon strict adherence to that provision in the particular instance or that provision or any other provision of these Terms in any instance. Any waiver shall be in writing signed by the party against whom the waiver is sought to be enforced.
Last Updated: August 02, 2023
