Effective Date: May 5, 2022.
EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE AGREEMENT TO ARBITRATE SECTION BELOW, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND USE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Agreement to Arbitrate. The parties acknowledge that any statutory or common law claims related to intellectual property may require forms of equitable relief that are best administered by courts; accordingly, the parties agree that except for statutory or common law claims related to intellectual property and disputes that qualify for small claims court, any controversy or claim arising out of or relating to these Terms or any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by arbitration administered by the American Arbitration Association (AAA) in accordance with its “Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes.” Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the County of New York in the State of New York. For more information about arbitration, the AAA, and the arbitration process, please consult the American Arbitration Association web site at www.adr.org. You agree that by agreeing to these Terms, you and we are each waiving the right to trial by jury, except as otherwise stated above. All issues are for the arbitrator to decide, except those issues relating to the interpretation of the scope, application, and enforceability of this arbitration provision are for a court to decide. As stated in General section below, New York law applies to any arbitration under these Terms, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of this provision. This agreement to arbitrate shall survive termination of these Terms. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and, if the law allows, they can seek relief against us for you.
Unless you and we agree otherwise, the arbitration will take place in the County of New York in the State of New York. For claims of $14,000 or less, you can choose whether you would like arbitration carried out based only on documents submitted to the arbitrator, or by a hearing in person, by phone, or via online video conference.
The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for their award unless requested to do so by both parties. Unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
Waiver of Class Actions. YOU AND COMPANY AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, A FEDERAL OR STATE CLASS ACTION LAWSUIT.
Order Eligibility. Unless otherwise stated at the time of purpose, you may only purchase products and services for personal, non-commercial use. We may refuse any order that we have reason to believe is for onward sale other than through distribution channels approved by Company. We make no representation or guarantees that products or services available on the Websites are appropriate or available for use in locations outside the United States. Accessing the Websites from territories where its contents are illegal or unlawful is prohibited. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) regarding the possession, use and sale of any product or service purchased from these Websites. Nothing on the Websites constitutes a binding offer to sell, distribute, or give away any products or services. In the event the products and services are listed at an incorrect price, we have the right to refuse or cancel orders placed at the incorrect price, regardless of whether the order has been confirmed or you have been charged. We reserve the right at any time after receipt of your order to accept or decline such order, or any portion thereof, or to not ship to particular addresses, even after your receipt of an order confirmation or after you have been charged.
Products and Services. Details of the products and services available for purchase are set out on the Websites. All prices are displayed and charged in US dollars. Applicable sales and other taxes may not be included and are in addition to the sale price. All online transaction totals reflect the estimated tax amount; the actual tax amount will be calculated based on your shipping location and many vary from the estimated tax. Discounts and sales prices may not be applied to previous orders. We reserve the right to shorten the duration of any special order or sales promotion. All features, content, specifications, products and prices of products and services described or depicted on these Websites are subject to change at any time without notice. The inclusion of any products or services on these Websites at a particular time does not imply or warrant that these products or services will be available at any time. Occasionally, the availability of a certain product or service may be delayed. Any terms and conditions of any offer disclosed to you when ordering is deemed part of these Terms.
$DESK Program: $DESK is a social token that is designed solely for use and engagement between you and us and, as such, may only be earned on and used in connection with our Websites and events. $DESK does not have any independent or monetary value, it is not a store of value or investment, it does not constitute your property, and it does not entitle you to any vested right or interest. While we offer you the ability to trade your $DESK for certain products, services, or other items, $DESK is not redeemable or exchangeable for any other forms of value and we are under no obligation to provide you anything in exchange for $DESK you have been rewarded by us. Rewarded $DESK are personal to you and may not be sold, transferred, or assigned to, or shared with, family, friends, or others by you or used for any commercial purposes. Without notice to you, we reserve the right to suspend or terminate your account and void any $DESK associated with your account or associated with any wallet used by multiple accounts, if you attempt to list, offer/acquire, or exchange $DESK, or otherwise violate these Terms. If your account is terminated, any $DESK associated with your account will be voided. We reserve the right, at any time and without notice, to change or suspend when, how, and how much $DESK is provided in our sole discretion. We reserve the right to change, modify, discontinue, or cancel this reward program at any time and in our sole discretion and without notice to you. If this program is discontinued or canceled, all rewarded $DESK will be forfeited without compensation.
NFTs: Any NFTs purchased or received from us or one of our approved marketplaces are subject to the following terms. You agree that we, or our licensee (including the original artist), own all legal rights, titles, and interests in and to the artwork and any other intellectual property rights contained within the NFT. Except for the limited license granted to you in the next sentence, we and our licensees reserve all rights, titles, and interests in the artwork and any other intellectual property rights contained therein. Subject to your continued compliance with these Terms and any other applicable terms and conditions, we hereby grant you a worldwide, revocable, non-exclusive, personal and non-commercial license to (a) display the artwork associated with the NFT in its original form, (b) display the NFT on a third-party site for non-commercial purposes, so long as the site cryptographically verifies each NFT owner’s right to display the artwork to ensure that only the actual owner can display the artwork and that the artwork is no longer visible once the NFT owner leaves the site, and (c) to transfer said NFT, provided that said transfer and any future transfers remain subject to these Terms, and if transferred via a marketplace, so long as that marketplace cryptographically verifies each NFT owner’s right to display the artwork to ensure that only the actual owners can display the artwork. Any additional licenses or other terms and conditions provided by us at the time of your acquisition of a NFT from us will supplement and will become a part of this section. In the event of a conflict between this section and the supplemental terms, these terms will continue to govern unless the supplemental terms specifically reference this section in the Terms and expressly indicate that they override part or all of this Section.
Conferences and Events: Additional terms and conditions apply to attendance of conferences and events. Those additional terms will be available at the time of registration or in the event forum.
Electronic Receipts and Notices. By using our Websites or making a purchase you consent to receive notices, disclosures, agreements, policies, receipts, confirmations, transaction information, account information, other communications, and changes or updates to any such documents electronically. We will provide these by posting them on your account page or emailing them to the email address associated with your account or order. You agree that these electronic documents satisfy legal communication requirements, including but not limited to requirements that any such communications be in writing.
Shipping Limitations. The order will be shipped to an address designated by the purchaser if that shipping address is compliant with the shipping restrictions contained on these Websites. Risk of loss and title for items purchased from these Websites pass to you upon delivery of the items to the carrier. You are responsible for filing any claims with carriers for damaged or lost shipments. Signature may be required for delivers. Company does not guarantee any particular delivery date and is not responsible for any delays.
Returns and Refunds. Unless otherwise stated by us at the time of purchase, all sales are final and no refunds or credit will be issued. If we do allow a return or issue a refund or credit, we are under no obligation to issue the same or similar in the future. Certain jurisdictions may provide additional statutory rights. Nothing herein is meant to limit your return or cancellation rights under applicable local law.
Charges. For all charges for any products or services sold on the Websites, Company will bill your credit card or alternative payment method offered by Company. You agree to provide valid and updated payment information. In the event legal action is necessary to collect on balances due, you agree to reimburse Company for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services needed for use of these Websites and all fees charged to you by your financial institution related to the charges. Payment obligations are non-cancelable, and fees paid are non-refundable. Company may suspend or terminate your account, in addition to other rights and remedies, if any amount is past due. You shall provide Company with written notice of any disputed charges within ten (10) business days of the date of the charge. Notice of the dispute must provide in reasonable detail a statement of the basis for disputing the charge.
Promotional Codes. On occasion Company may issue promotion codes that may be redeemed at the time of check out. These codes are non-transferable and may only be used by the intended recipient; these codes have no cash value and are not redeemable for cash. We reserve the right to cancel any promotion code and limit redemption when the total value of the promotional code exceeds the price of the item. Multiple promotional codes may not be combined. When a promotion or promotional code has been communicated to a particular individual, the promotional code is non-transferable, and the name and email address provided during the checkout must be the same. We are not responsible for any financial loss arising out of our refusal, cancelation or withdrawal of a promotion or any failure or inability of a customer to use a promotional code for any reason.
Contest and Promotions. From time to time, we, our advertisers, or other parties may conduct promotions and other activities on, through or in connection with the Websites, including, without limitation, contests, and sweepstakes. In some case, you may be able to win a prize. Each promotion may have additional terms, rules, or eligibility requirements which will be posted or otherwise made available to you in connection therewith in accordance with applicable law.
Copyright, Trademark and Ownership. All the content displayed on the Websites, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations ("Content"), is owned by Company, its licensors, agents, or the party credited as the provided of the Content. All elements of the Websites, including, without limitation, the Websites’ general design, Company’s trademarks, service marks, trade names (including the Company’s name, logos, the Websites’ names, and the Websites’ design), and other Content, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. The Websites may only be used for the intended purpose for which it is being made available. Except as may be otherwise indicated on the Websites, you are authorized to view, play, print and download documents, audio and video found on our Websites for personal, informational, and non-commercial purposes only. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Content or the Company’s trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Websites, without Company's prior written consent. The use of Company trademarks on any other websites is not allowed. Company prohibits the use of our trademarks as a "hot" link on or to any other websites unless establishment of such a link is approved in advance. The Websites, its Content and all related rights shall remain the exclusive property of Company or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Websites.
User Content. In designated areas, Company may allow users or members of the public to submit user published content or user content (e.g., comments to articles, participation in communities, etc) to Company for consideration in connection with the Websites (“User Content”). User Content remains the intellectual property of the individual user. By posting content on our Websites, you expressly grant Company a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display such content and your name, voice, and likeness as contained in your User Content, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, online and offline use, merchandising, publicity and any other ancillary uses thereof, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. All User Content is deemed non-confidential, and Company shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Content. You agree that we may modify or alter your User Content without seeking further permission from you. To submit a request to have content that you have posted removed, please contact the designated community manager.
User Content does not represent the views of Company, or any individual associated with Company, and we do not control the User Content. In no event shall you represent or suggest, directly or indirectly, Company’s endorsement of User Content. Company does not vouch for the accuracy or credibility of any User Content on our Websites and does not take any responsibility or assume any liability for any actions you may take because of reading User Content on our Websites. Through your use of the Websites, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate, or deceptive. There may also be risks of dealing with underage persons or people acting under false pretense. By using our Websites, you assume all associated risks.
Company does not encourage and strongly discourages any User Content that results from any activity that: (a) may create a risk of harm, loss, injury, emotional distress, death, disability, disfigurement, or illness to you, to any other person, or to any animal; (b) may create a risk of any loss or damage to any person or property; or (c) may constitute a crime or create civil liability. You agree that you have not and will not engage in any of the foregoing activities in connection with producing your submission. Without limiting the foregoing, you agree that in conjunction with your submission, you will not inflict emotional distress on other people, will not humiliate other people (publicly or otherwise), will not assault or threaten other people, will not enter onto private property without permission, and will not otherwise engage in any activity that may result in injury, death, property damage, or liability of any kind. Company may reject or remove any submissions that Company believes, in its sole discretion, include any inappropriate or prohibited material.
Digital Millennium Copyright Act (“DMCA”) Notice. Third party materials that we do not own or control may be transmitted, stored, accessed, or otherwise made available using the Websites. Company has adopted a policy that provides for the removal of any content or the suspension of any user that is found to have repeatedly infringed on the copyright of a third party. If you believe any material available via the Websites infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA (17 USC Section 512). Your infringement notice should be sent to firstname.lastname@example.org. Please make you sure that you specifically identify the copyrighted work that you claim has been infringed by providing specific URL(s) and a precise description of where the copyrighted material is located on the page(s).
We may give notice to our users of any infringement notice by means of a general notice on any of our websites, electronic mail to a user's e-mail address in our records, or by written communication sent to a user's last known physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing. Please be advised that if you submit a counter-notification, that notice along with your identifying information included in the notice will be provided to the party that submitted the original claim of infringement.
Advertising Rights. Company reserves the right to sell and display any advertising, attribution, links, promotional and distribution rights, and Company and its licensors or affiliates will be entitled to retain all revenue generated from any sales of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate Company to sell or offer to sell any advertising, promotion, or distribution rights.
Accuracy of Information. We attempt to ensure that information on these Websites is complete, accurate and current. Despite our efforts, the information on these Websites may occasionally be inaccurate, incomplete, or out of date. We make no representation as to the completeness, accuracy, or currency of any information on these Websites. For example, products included on these Websites may be unavailable, may have different attributes than those listed, or may carry a different price than that stated on these Websites. In addition, we may make changes in information about price and availability without notice. We reserve the right, without prior notice, to limit the order quantity on any product or service or to refuse service to any customer. We also may require verification of information prior to the acceptance or shipment of any order.
Links. Running or displaying these Websites or any information or material displayed on these Websites in frames or through similar means on another website without our prior written permission is prohibited. From time to time, these Websites may contain links to third-party websites that are not owned, operated, or controlled by Company or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave our Websites. We are responsible for any content, materials or other information located on or accessible from any third-party websites. We do not endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from these Websites, you do so entirely at your own risk.
Account Registration and Security. You understand that you may need to create an account to have access to parts of the Websites. Accounts are limited to one per individual and multiple accounts may not share the same wallet. In consideration of your use of the Websites, you will: (a) provide true, accurate, current, and complete information about yourself as prompted by the Websites' registration process and (b) maintain and promptly update your information to keep it true, accurate, current, and complete. If Company suspects that such information is untrue, inaccurate, not current, incomplete, or that you maintain multiple accounts, Company has the right to suspend or terminate your account and refuse all use of the Websites. You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Websites. Please note that anyone able to provide your username and password will be able to access your account so you should take reasonable steps to protect this information.
Access and Interference. You agree that you will not use any robot, spider, scraper, or other automated means to access the Websites for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose in our sole discretion an unreasonable or disproportionately large load on our or our vendors systems; (b) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Websites; or (c) bypass any measures we may use to prevent or restrict access to the Websites.
Force Majeure. Company is not responsible for damages, delays, or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, public health emergency, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
Representations and Warranties. You affirm, represent and warrant the following: (a) you are old enough in your location to enter into a binding contract with Company and have the right and authority to enter into this agreement, and are fully able and competent to satisfy the terms, conditions and obligations herein; (b) you have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, for any content you have provided to us; (c) if applicable, you have the written consent of each and every identifiable natural person to use such persons name or likeness in the manner contemplated by the Websites and these Terms, and each such person has released you from any liability that may arise in relation to such use; (d) you have read, understood, agree with, and will abide by the terms and conditions of this agreement; (e) you are not, and have not been an agent of Company and were not and are not acting on behalf of, or as a representative of, Company or any other party; (f) Company use of any information you have submitted as contemplated by the Terms and the Websites will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights and rights of publicity; (g) you are not located in a country that is subject to a government embargo or that has been designated as a “terrorist supporting” country; and (h) your User Content does not contain: (1) material falsehoods or misrepresentations that could harm Company or any third party; (2) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (3) advertisements or solicitations of business; or (4) impersonations of third parties.
DISCLAIMERS. YOUR USE OF THESE WEBSITES IS AT YOUR OWN RISK. THE INFORMATION, MATERIALS, PRODUCTS AND SERVICES PROVIDED ON, THROUGH, OR IN CONNECTION WITH THE WEBSITES OR OTHERWISE PROVIDED BY US ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FREEDOM FROM COMPUTER VIRUS, OR WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITES AND OUR PRODUCTS AND SERVICES. WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITES OR ANY INFORMATION OR PRODUCTS OR SERVICES WE PROVIDE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS OR RELIABILITY OF THE WEBSITES OR ANY INFORMATION OR PRODUCTS OR SERVICES WE PROVIDE, OR ANY OTHER WARRANTY, THE INFORMATION, MATERIALS, PRODUCTS AND SERVICES PROVIDED ON OR THROUGH THE WEBSITES MAY BE OUT OF DATE, AND NEITHER COMPANY NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, PRODUCTS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES LISTED ON OR PURCHASED ON OR THROUGH THESE WEBSITES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. WE MAKE NO WARRANTIES TO THOSE DEFINED AS "CONSUMERS" IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH COMPANY’S WEBSITES, PRODUCTS AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATIONS OF LIABILITY. IN NO EVENT WILL COMPANY, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THESE WEBSITES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THESE WEBSITES, ANY WEBSITES LINKED TO THESE WEBSITES, OR THE MATERIALS, INFORMATION, PRODUCTS OR SERVICES CONTAINED ON OR PROVIDED IN CONNECTION WITH THE WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN THE EVENT OF ANY PROBLEM WITH THE WEBSITES OR ANY CONTENT OR PRODUCTS OR SERVICES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE WEBSITES OR THE CONTENT OR PRODUCTS OR SERVICES. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY-FIVE DOLLARS (US $25.00) OR (B) THE VALUE OF YOUR PURCHASES ON THE WEBSITES FOR THE SIX (6) MONTHS PRIOR TO YOU MAKING A CLAIM.
If you are a California resident and in connection with the foregoing releases, you hereby waive California Civil Code Section 1542 (and any similar provision in 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 favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
Indemnity. You agree to defend, indemnify and hold Company, each of our parent companies, subsidiaries and affiliates and the successors of each of the foregoing, and the officers, directors, agents, and employees of each of the foregoing, harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (a) your use of the Websites or your placement or transmission of any message or information on these Websites by you or your authorized users; (b) your violation of any term or condition of these Terms, including without limitation, your breach of any of the representations and warranties; (c) your violation of any third-party rights, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any claim or damages that arise as a result of any information or material that you provide to Company; or (f) any other party’s access and use of the Websites with your unique username, password or other appropriate security code.
Release. If you have a dispute with another user or other party related to the Websites, you release Company (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Termination. You or we may suspend or terminate your account or your use of these Websites at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred prior to termination. We may also block your access to our Websites if (a) you breach these Terms; (b) we are unable to verify or authenticate any information you provide to us; (c) we believe that your actions may cause financial loss or legal liability for our users or us; or (d) or as otherwise provided herein or in another incorporated policy. You understand that any termination of your account, by you or Company, may involve the permanent deletion of your data. Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of your data.
General. Any claim arising out of or relating to the use of, these Websites and the materials contained herein is governed by the laws of the State of New York as an agreement wholly performed therein without regard to its choice of law provisions and the United Nations Conventions on Contracts (if applicable). You consent to the exclusive jurisdiction of the state and federal courts located in New York, New York. You hereby irrevocably consent to such venue and to the exclusive jurisdiction of any such court over any such dispute. A printed version of these Terms will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent as other business documents originally generated and maintained in printed form. You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Websites.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms and all incorporated agreements may be assigned by Company in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Except for additional terms and conditions that are provided at the time of purchase, including but not limited to additional terms associated with our events, these Terms are the entire agreement between you and Company with respects to the subject matter hereof and supersede any prior understandings or agreements (written or oral). Any provision that must survive to give proper effect to its intent (e.g., indemnity, general, any perpetual license, limitations on liability, disclaimers, representations, and warranties, etc) shall survive the expiration or termination of these Terms.
All rights not granted herein are expressly reserved to CoinDesk, Inc.