OpenBlock Terms of Service

Last updated: September 3rd, 2023

Scope

These terms, and the accompanying privacy policy at [openblocklabs.com/privacy], which is incorporated into and a part of these terms, govern the use of the OpenBlock website at https://www.openblocklabs.com and the associated tools and services. Collectively, the website and the associated tools and services are referred to as the “Services” in these terms. The operator may offer other products and services. In addition to the website and the associated tools and services, the Services include: none other. The Services do not include outside websites or platforms which may be linked or interconnected to the Services. Such outside platforms may have their own terms of service, which control for all transactions on such platforms. These outside platforms may include, but are not limited to: none other. The operator is not responsible for any transactions on other platforms and disclaims all liability for such transactions. These terms include important provisions governing your use of the Services. These provisions affect such matters as your right to use the Services, actions you are prohibited from taking with respect to the Services, disclaimers regarding liability, and your waiver of the right to bring a suit in a court of law and to a jury trial. Before using the Services, make sure that you read and understand all of these terms and the accompanying privacy policy at [openblocklabs.com/privacy]. OpenBlock Labs Inc., a Delaware corporation, operates the Services. It and its affiliates are referred to in this document as the “operator,” “we,” or “us.” Important Terms These terms include a number of especially important provisions that affect your rights and responsibilities, such as the disclaimers in Disclaimers, limits on the operator’s legal liability to you in Limits on Liability, your agreement to reimburse the operator for problems caused by your misuse of the Services in Your Responsibility, and an agreement about how to resolve disputes in Disputes. Using the Services may require that you pay a fee to other users of the Services (such as merchants) or to the operator. Using the Services may also require that you pay a fee to parties other than users or the operator, such as gas charges on the blockchain to perform a transaction. You acknowledge and agree that the operator has no control over any such transactions, the method of payment of such transactions or any actual payments of transactions. Accordingly, you must ensure that you have a sufficient balance of the applicable cryptocurrency tokens stored at your protocol-compatible wallet address to complete any transaction on the blockchain or Services before initiating such transaction. Your Permission to Use the Services Subject to these terms, the operator gives you permission to use the Services. You can’t transfer your permission to anyone else. Others need to agree to these terms for themselves to use the Services. Conditions for Use of the Services Your permission to use the Services is subject to the following conditions: You must be at least eighteen years old. You may no longer use the Services if the operator tells you that you may not. You must follow Acceptable Use and Content Standards. Acceptable Use You may not break the law using the Services. If we determine that you have broken the law, we will revoke your access. You may not use the Services to gather addresses for distribution lists (except to the extent expressly provided by the functionality of the Services). You may not falsely imply that you’re affiliated with or endorsed by the operator. You may not remove any marks showing proprietary ownership from materials you download from the Services. You may not disable, avoid, or circumvent any security or access restrictions of the Services. You may not strain infrastructure of the Services with an unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems the operator uses to provide the Services. You may not “screen scrape” or otherwise use any automated means to access the Services or collect any information from the services, except to index the public-facing portions of the Services for a search engine. You may not impersonate others through the Services. You may not reverse engineer or “decompile” any of the Services. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jail breaking.” You may not encourage or help anyone in violation of these terms. Enforcement The operator may investigate and prosecute violations of these terms to the fullest legal extent. The operator may notify and cooperate with law enforcement authorities in prosecuting violations of the law and these terms. The operator reserves the right to change, redact, and delete content on the Services for any reason. If you believe someone has submitted content to the Services in violation of these terms, contact the operator immediately. See Contact. The operator may, at any time and in its sole discretion, refuse any transaction, including any purchase, sale, or transfer request submitted via the Services, impose limits, or impose any other conditions or restrictions upon your use of the Services, without prior notice. The operator may also make the Services unavailable at any time, in its sole discretion. Your Information You agree to: Provide accurate, current and complete information about you if requested by the operator; Maintain and promptly update any information you provide to the operator, to keep it accurate, current and complete; Promptly notify the operator regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Services or the terms on which you use the Services; and Be fully responsible for your use of the Services. Third Party Service Providers To provide the Services, the operator may use the following service providers. You authorize us to share your information with these and other service providers as necessary for the provision of the Services. You authorize these service providers and their affiliates and service providers to use, disclose and retain your personal data in connection with these terms and the provision of the Services and as required by law. As a condition of the use of the Services, you agree to each of the agreements listed after each service provider. [NOTE: the following list includes typical third-party embeds for many websites. Please verify accuracy.] Google (Terms, Privacy Policy) Cloudflare (Terms, Privacy Policy) Twitch (Terms, Privacy Policy) DigitalOcean (Terms, Privacy Policy) Vercel (Terms, Privacy Policy) Coinbase (Terms, Privacy Policy) WalletConnect (Terms, Privacy Policy) AWS (Terms, Privacy Policy) OpenSea (Terms, Privacy Policy) Imgur (Terms, Privacy Policy) Cloudinary (Terms, Privacy Policy) Twitter (Terms, Privacy Policy) Our Content Unless otherwise stated, the operator and/or its licensors own the intellectual property rights for all material in the Services. Certain images or videos appearing on the Services may belong to third parties, in which case the operator is using such images as a fair and permissible use and/or with the consent of the copyright holder. All intellectual property rights are reserved. You may view and/or content in the Services for your own personal use subject to restrictions set in these terms and conditions. You may not republish, sell, rent, sub-license, reproduce, duplicate, or copy content from the Services, except with regard to your own content, or content to which you hold a suitably permissive license. You may not redistribute content from the services unless such content is specifically designated for redistribution. Nothing in these terms confers any license to any intellectual property rights, except as explicitly stated. DMCA If you believe that any material on the Services infringes upon any copyright which you own or control, you may send a written notification of such infringement to our designated agent as set forth below: Name of Agent Designated to Receive Notification of Claimed Infringement: Full Address of Designated Agent to Which Notification should be Sent: Telephone Number of Designated Agent: E-Mail Address of Designated Agent: To meet the notice requirements under the Digital Millennium Copyright Act (“DMCA”), the notification must be a written communication that includes the following: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Your Responsibility You agree to reimburse the operator for all the costs of legal claims by others related to your breach of these terms, or breach of these terms by others using your account. Both you and the operator agree to notify the other side of any legal claims you might have to reimburse the operator for as soon as possible. If the operator fails to notify you of a legal claim promptly, you won’t have to reimburse the operator for costs that you could have defended against or lessened with prompt notice. You agree to allow the operator to take over investigation, defense, and settlement of legal claims you would have to reimburse the operator for, and to cooperate with those efforts. The operator agrees not to enter any settlement that admits you were at fault or requires you to do anything without your permission. Disclaimers You accept all risk of using the Services and their content. As far as the law allows, the operator provides the Services and its content “as is,” without any warranty whatsoever. The operator expressly disclaims, and you expressly waive, any representations, conditions or warranties of any kind, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. You confirm that you accept all risk associated your personal financial, cryptocurrency, and other crypto asset holdings, staking, and transfers. You agree and acknowledge that the operator is not responsible or liable for any loss, harm, or damage, of any kind, related to or arising from your use of the Services, even if such loss may be attributed to an error or “bug” in the Services. We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. The Services may be suspended or terminated for any or no reason. The website may hyperlink to and integrate websites and services run by others. The operator does not make any warranty about services run by others, or content they may provide. Use of services run by others may be governed by other terms between you and the one running service. You agree that you understand the inherent risks associated with cryptographic systems, including hacking risks and future technological development. You agree that you have an understanding of the usage and intricacies of native cryptographic tokens. You acknowledge and understand that with regard to any cryptographic tokens “stored” in a wallet to which you have custody, you alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to blockchain resources and your blockchain wallet. Regardless of anything to the contrary in these terms, nothing in these terms is a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws. You acknowledge that the operator and its affiliates do not provide investment advice or a recommendation of securities or investments. You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions. The information and services provided on the Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where the operator is not authorized to provide such information or services. Some products and services described on the Services may not be available in all jurisdictions or to all clients. You acknowledge that you are not relying on the operator or any of its affiliates, officers, directors, partners, agents or employees in making an investment decision. Always consider seeking the advice of a qualified professional before making decisions regarding your business and/or investments. The operator does not endorse any investments and shall not be responsible in any way for any transactions you enter into with other users. You agree that the operator and its affiliates, officers, directors, partners, agents or employees will not be liable for any loss or damages of any sort incurred as a result of any interactions between you and other users. It is your responsibility to determine what, if any taxes may apply to the transactions you complete making use of information on the Services and it is your responsibility to report and remit the appropriate tax to the relevant taxing authorities. You agree that the operator is not responsible for determining whether taxes apply to the exchanges made under the Services. Limits on Liability / Indemnification As far as the law allows, neither you nor the operator will not be liable to the other for any: (1) financial losses; (2) loss of use, data, business or profits; or (3) indirect, special, consequential, exemplary, punitive, or any other damages arising out of or relating to the Services or these Terms of Service. Both you and the operator acknowledge that the limitations of liability in this section are material provisions of these Terms of Service, and that absent those limitations of liability, one or both of the parties would have declined to enter into the Terms of Service on the economic and other terms stated in it. To the extent not expressly prohibited by law, both you and the operator knowingly, voluntarily, intentionally, permanently, and irrevocably: AGREE that the rights and obligations of both you and the operator that arise out of or relate to the Services, or any transaction or relationship resulting from the Services or these Terms of Service, are to be defined solely under the law of contract in accordance with the express provisions of these Terms of Service; and WAIVE any such obligations allegedly owed by you or the operator that are not expressly stated in these Terms of Service, whether those obligations are alleged to arise in (for example) quasi-contract; quantum meruit; unjust enrichment; promissory estoppel; tort; strict liability; by law (including for example any constitution, statute, or regulation); or otherwise. You and the operator specifically agree that each limitation of liability in this section is to apply: to both you and the operator, and to the affiliates, agents, and associated individuals of both you and the operator; to all claims for damages or other monetary relief, whether alleged to arise in contract, tort (including for example negligence, gross negligence, or willful misconduct), or otherwise; regardless whether the damages are alleged to arise in contract, negligence, gross negligence, other tort, willful misconduct, or otherwise; even if the allegedly-liable party was advised, knew, or had reason to know of the possibility of excluded damages and/or of damages in excess of the relevant damages cap, if any; and even if one or more limited remedies fail of their respective essential purposes. Except as expressly stated otherwise in the Agreement: The cumulative total liability of both you and the operator, for any and all breaches of these Terms of Service, is not to exceed one hundred US Dollars ($100.00 USD) OR the amount paid by you to the operator as fees for the use of the Services, whichever is smaller. Both you and the operator expressly agree not to seek damages in excess of any applicable limitation of liability stated in these Terms of Service. Both you and the operator acknowledge that some jurisdictions might not permit limitation or exclusion of remedies under some circumstances, in which case some or all of the limitations of liability stated in this section might not apply; this sentence, though, is not to be taken as a concession that any particular limitation or exclusion should not apply. You agree that you will defend, indemnify and hold harmless the operator, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services. Termination Either you or the operator may end this agreement at any time. When this agreement ends, your permission to use the Services also ends. If you violate any provision of this agreement for any reason, this agreement will automatically terminate and you must cease and desist from any further use of the Services. The following sections continue after this agreement ends: Your Responsibility, Disclaimers, Limits on Liability, and General Terms. Disputes The law of Delaware will govern these terms and all legal proceedings related to these terms or your use of the Services. We both agree that all disputes related to the Services under these terms will be heard by arbitration. The arbitration will be in English, heard by one arbitrator, and conducted by JAMS. The arbitration will be conducted pursuant JAMS’ Comprehensive Arbitration Rules, and in accordance with the Expedited Procedures in those rules, except as modified by these terms. The JAMS rules are available at https://www.jamsadr.com/. The arbitrator’s judgment will be final and enforceable in any court of competent jurisdiction. The seat of the arbitration will be Wilmington, Delaware; but the arbitration will be conducted remotely to the extent permitted by the arbitration rules in effect. We both agree to maintain the confidential nature of any arbitration proceeding and any award, except as may be necessary to prepare for or conduct any arbitration hearing. As a limited exception to the requirement for arbitration, both sides retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. If, for any reason, a dispute is heard in a court of law, both sides agree to bring any proceedings related to this agreement (other than the enforcement of a judgment) only in courts of competent jurisdiction in Wilmington, Delaware. Neither you nor the operator will object to jurisdiction, forum, or venue in those courts. Both sides waive their rights to trial by jury, and agree to bring any legal claims related to this agreement as individuals, not as part of a class action or other representative proceeding. General Terms If a section of these terms is unenforceable as written, but could be changed to make it enforceable, that section should be changed to the minimum extent necessary to make it enforceable. Otherwise, that section should be removed, and the others should be enforced as written. You may not assign this agreement. The operator may assign this agreement to any affiliate of the operator, any other company that obtains control of the operator, or any other company that buys assets of the operator related to the Services. Any attempt to assign against these terms has no legal effect. Neither the exercise of any right under this agreement, nor waiver of any breach of this agreement, waives any other breach of this agreement. These terms, plus the terms on any Services incorporating them by reference, are all the terms of agreement between you and the operator about use of the Services. This agreement entirely replaces any other agreements about your use of the Services, written or not. Contact You may notify the operator under these terms, and send questions to the operator, using the contact information they provide. The operator may notify you under these terms using the e-mail address you provide for your account on the Services, or by posting a message to the homepage of the Services or your account page. Changes The operator may update the terms of service for the Services. The operator will post all updates to the Services. The operator may also announce updates with special messages or alerts on the Services. Once you get notice of an update to these terms, you must agree to the new terms in order to keep using the Services.