Terms of Service
Effective Date: November 29, 2023
These terms of service (“Terms”) provide rules that govern your access to or use by you (“you” or “your”) of the website (“Site”), our API, dashboard, and other products or services (collectively, the “Services”) provided by WalletConnect, Inc. (“WalletConnect”, “we”, “our”, and “us”). Any violation of these Terms may result in suspension or termination of your access to the Services and/or the Site.
By accessing and using the Services and/or the Site, you agree to comply with these Terms. By using or accessing the Services and/or the Site, you represent and warrant that you have legal authority and capacity to bind yourself to these Terms.
We reserve the right to review and amend any of these Terms at our sole discretion. Upon doing so, we will update this page. Any changes to these Terms will take effect immediately from the date of publication.
If you object to the change, your exclusive remedy is to cease any and all access and use of the Services and/or Site.
Notice Regarding Arbitration and Dispute Resolution
YOU AND WE AGREE THAT ANY FUTURE DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION. IN ARBITRATION, THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING, AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
These Terms provide important information whether you are a business or end-user. Please read all the sections applicable to you and your use of the Site and/or Services carefully.
If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree on behalf of that organization or entity.
To use our Services as a business, you must create an account (“Account”) by registering on our Site. To create a project (“Project”), you must provide us with true, accurate, and complete information about yourself and your use of the Services. When using the Services, you must also comply with the guidelines linked in your Account and accessible at https://walletconnect.com/guidelines, including our documentation. We review all Project submissions to ensure high-quality listings and safeguard from malicious entries. It is your responsibility to maintain access to your Account and keep your Account information, including your API authentication credentials, secure.
2. FEES AND PAYMENT.
Although we do not currently charge fees for our Services, we reserve the right to charge and assess fees for our Services in the future. By using the Services, you agree to pay all applicable fees, including gas fees, and applicable taxes if required. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transaction via the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. All fees displayed on our Site or otherwise payable by you are exclusive taxes unless otherwise noted upon checkout. We reserve the right to withhold taxes where required. All fees are displayed on our Site and may be updated and changed from time to time by us.
3.1 Security of End User Data. Your systems and applications must handle the end user’s personal data (“End User Data”) securely, and you should follow industry best practices, including but not limited to:
- Implementing and upholding administrative, technical and physical safeguards to ensure security, privacy, and confidentiality of End User Data;
- Utilizing contemporary and industry-standard encryption methods when storing or transmitting any End User Data;
- Enforcing stringent access controls and allowing access only to authorized individuals;
- Regularly monitoring systems to detect any unauthorized access attempts; or
- Promptly patching vulnerabilities.
In addition, you must store any End User Data securely and in accordance with applicable laws.
3.2 Security of Our Systems. You must never introduce any viruses or other malware into our infrastructure via our API or any other means.
4. ACCOUNT DELETION, SUSPENSION AND TERMINATION.
4.1 Account Deletion; Suspension and Termination. A deletion of your Account is available in the dashboard of your Account. After your Account has been deleted, we will deactivate your access to all End User Data associated with your integration. We retain the authority to withhold, refuse, or terminate access to the Services and/or End User Data, either in part or entirely, if we suspect that the Services are being accessed or used in violation of these Terms. This action may also be taken if such use could potentially cause harm, including reputational harm, to us, our infrastructure, our data, the Services, or an end user. We are not liable for any damages of any nature suffered by your or any third party resulting from exercising our rights under these Terms and/or applicable law, including our right to suspend or terminate your access to the Services.
4.2 Notification. We will use reasonable efforts to notify you via email or other method when deciding to withhold, refuse, or terminate access to the Services. In case the harm is imminent, we reserve the right to immediately suspend or terminate your access without notice.
(B) END USERS
5. USING OUR SERVICES.
You are using our Services when you connect your wallet to any of the supported dApps ( https://walletconnect.com/explorer), including by scanning the provided QR code in your chosen wallet application, (“Third-Party Application”). We will not charge you for the use of our Services. Third-Party Applications or other third parties may, however, charge you for products and services provided to you that make use of our Services. Third-Party Application providers and other third parties may pay us fees and other amounts in connection with the services we provide to them.
We make no representations concerning any Third-Party Applications contained in or accessed through our Services. You understand and agree that We have no responsibility and shall not be held liable for the loss, theft, unauthorized use, unauthorized access, unauthorized transfer, or scams affecting your wallet or your account with or through Third Party Applications. We disclaim any and all responsibility and liability for any loss of funds, value, or assets from your wallet.
You agree that you are solely responsible and liable for keeping your Wallet and related account safe and secure. You agree that you are solely responsible for any access to and use of your email wallet, notwithstanding that such access or use may have been effected without your knowledge, authority or consent.
By using our Web3Inbox, you agree to receive push notifications on your mobile device or desktop. These notifications may include but are not limited to messages, updates, alerts, and promotional content related to the Web3Inbox’ services. You have the right to manage your notification preferences and you can opt out of receiving push notifications by adjusting your device settings or within the Web3Inbox’ settings. Please note that opting-out of notifications may limit your access to certain features or information within Web3Inbox. We strive to promptly deliver notifications to you via Web3Inbox; however, we cannot guarantee the successful or timely delivery of messages and we disclaim liability for any failure, delay, or non-receipt of notifications by you. Your usage of our Web3Inbox is at your own risk. We are not liable for the content, accuracy, or safety of external websites or resources accessed through links within Web3Inbox. You are encouraged to exercise caution and discretion when clicking on any links, as we do not warrant or endorse the content or security of third-party websites.
6. NOTICE TO NEW JERSEY CONSUMERS.
Notwithstanding any terms set forth in these Terms, if any of the provisions set forth in Section 12 are held unenforceable, void or inapplicable under New Jersey law, then any applicable provision shall not apply to New Jersey consumers, but the rest of these Terms shall remain binding on you. In addition, for New Jersey consumers, the limitation on liability is inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute. Notwithstanding any provision in these Terms, nothing in these Terms is intended to, nor shall it be deemed or construed to, limit any rights available to New Jersey consumers under the Truth-in-Consumer Contract, Warranty and Notice Act.
7. NOTICE TO CALIFORNIA CONSUMERS.
Under California Civil Code Section 1789.3, consumers located in California are entitled to the following consumer rights notice: If an individual user has a question or complaint regarding the Services, please send an email to email@example.com. California consumers may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at +1 (916) 445-1254 or +1 (800) 952-5210.
(C) BUSINESSES AND END USERS
8. RESTRICTED COUNTRIES.
The Services may only be used and/or distributed by you in all countries except the following “excluded jurisdictions”: (i) Cuba; (ii) North Korea; (iii) Syria; (iv) Iran; (vi) Lohans Oblast, Ukraine; (vii) Donetsk Oblast, Ukraine; (viii) Crimea, Ukraine.
9. MONITORED COUNTRIES.
We and/or our suppliers are monitoring the below territories and reserve the right to block access to the Services at any time in any territories for any reason, including, without limitations, in the following territories if embargoes or sanctions are imposed: (i) Afghanistan; (ii) the Balkans; (iii) Belarus; (iv) Burma (Myanmar); (v) Central African Republic; (vi) China; (vii) Democratic Republic of the Congo; (viii) Ethiopia; (ix) Iraq; (x) Lebanon; (xii) Libya; (xiii) Mali; (xiv) Nicaragua; (xv) Somalia; (xvi) South Sudan; (xvii) Sudan; (xviii) Venezuela; (xix) Yemen; (xx) Zimbabwe; (xxi) any country which appears on the Office of Foreign Asset Control’s (OFAC) sanctions (list)s or is subject to economic sanctions or embargoes from the US government.
We and/or our suppliers reserve the right to further restrict the geographic availability of the Services in the event that we and/or our suppliers determine there is a security risk or material risk in respect of a jurisdiction, including without limitation in the event a country is or becomes (a) hostile to or in conflict with the United States; (b) within a recognized war zone, or (c) considered, by reasonable commercial standards, at high risk for cybercrime activities. If OFAC sanctions or restrictions imposed on an excluded jurisdiction or territory are lifted or modified in a manner that permits you to use and/or distribute the Services therein, then you shall have the right to use and/or distribute the Services in the relevant jurisdiction.
10. USING THIRD-PARTY APPLICATIONS.
The products and services provided to you by the Third-Party Application are subject to and governed by a separate agreement and terms of services between you and the provider of the Third-Party Application. You must agree to such an agreement or terms of Third-Party Application(s) prior to accessing or using our Services. We have no responsibility for the products and services provided to you by or through the Third-Party Application and will not be liable to you for any harm, damage, or loss arising from your use of the products and services provided by or through the Third-Party Application.
11. PROHIBITED CONDUCT.
You agree not to, and agree not to assist or otherwise enable any third party to:
- Modify, copy, translate, prepare derivative works based on the Services except as expressly permitted in these Terms;
- Decompile, disassemble, reverse engineer or otherwise attempt to discover, in whole or in part, the source code, object code, or underlying structure, ideas, or algorithms of the Services or integrated products that is not open source (except to the extent applicable laws specifically prohibit such restriction);
- Copy, rent, lease, distribute the Services;
- Pledge, assign, or otherwise transfer or encumber rights to the Services;
- Use the Services or any portion thereof to build an application or product that is competitive with the Services or utilizes functions and features similar to those of the Services;
- Breach, disable, interfere with, or otherwise circumvent any security or authentication measures or any other aspect of the Services;
- Overload, flood, spam any part of the Services or interfere or attempt to interfere in any other form with the proper working of the Services;
- Use our API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with our documentation;
- Bypass any measures we use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);
- Perform or conduct any benchmarking or similar activities (including publishing benchmarks or performance information about the Services);
- Remove any copyright or other proprietary notations from any materials and software on the Site;
- Transfer the materials to another person or “mirror” the materials on any other server;
- Knowingly or negligently use this Site or Services in a way that abuses or disrupts our networks or any other service we provide;
- Use this Site or the Services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;
- Use this Site in conjunction with sending unauthorized advertising or spam;
- Access, harvest, collect, store, transmit, process or gather user data without the user’s consent or in violation of any applicable privacy laws or in a manner which would be a breach of an agreement with the applicable end user;
- Access or use the Services for any purpose other than the intended use provided by us, which includes engaging in competitive evaluation, spying, or similar services to any of the Services, or any other nefarious purpose;
- Scan or test the vulnerability of any of our infrastructure without our express prior written permission, except as mutually agreed upon;
- Attempt to defraud us, users of the Services, or any other person;
- Engage in any unlawful activity;
- Upload or transmit material which contains Trojan Horses, backdoors, malware, viruses, worms or any other harmful or malicious programs; or
- Use this Site or the Services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties;
- Use the Services or any component thereof in any manner or for any purpose that infringes or misappropriates the rights of any person, that violates any applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), or that creates liability for us to lose (in whole or in part) the services of our partners or suppliers.
Specificities related to certain licenses that are part of Our Services can be found here: https://github.com/WalletConnect.
Additionally, the following guidelines are hereby incorporated by reference: https://walletconnect.com/explorer-guidelines. It is your sole responsibility to periodically check these additional guidelines, acknowledge and agree to them. Please note that non-compliance with these guidelines may result in removing any listings at our sole discretion.
You may not furthermore use our Services for any purpose which violates any law or regulation, including, without limitation, any applicable export control laws and sanctions laws, including restrictions that prohibit access or use of products or services (i) in a country where the U.S. maintains an embargo (including Cuba, Iran, North Korea, Syria and the Crimea region, the Donetsk People’s Republic and Luhansk People’s Republic of Ukraine) (“Embargoed Countries”); (ii) by any resident, national, or entity established under the laws of any Embargoed Countries; (iii) by any party that is on any list of prohibited or restricted parties maintained by the U.S. Government or other applicable jurisdictions, including but not limited to Office of Foreign Asset Control’s (OFAC) Specially Designated Nationals and Blocked Persons List, or other OFAC Lists or Directives, the Entity, Denied Persons, Military End User, and Unverified Lists maintained by the U.S. Department of Commerce, and the UN Security Council Consolidated List; (iv) by any party that is owned or controlled by any such restricted or prohibited party; or (v) for the commission of any financial crime or for any illicit purpose.
12. INTELLECTUAL PROPERTY.
12.1 Our License to You. Note that we own all right, title and interest (including intellectual property rights) in and to the Site and Services and any related websites and technology (“Our IP”). Our IP may not be modified, copied, distributed, framed, reproduced, downloaded, displayed, posted, or sold in any form and/or by any means, in whole or in part, unless provided for by these Terms. In other cases, you must seek our prior written consent to use Our IP in any shape or form. When using the Site and/or the Services, we grant you a nonexclusive, non-transferable, revocable, limited license to access and use Our IP. This license shall automatically terminate if you violate these Terms, and may be terminated by us at any time, for any reason.
If you are a U.S. Government end user, we are licensing to you Our IP as a 'Commercial Item,' as defined in 48 C.F.R. § 2.101. The rights granted to you under this Agreement are the same as those granted to all other users. If the Services are being used on behalf of the United States Department of Defense, technical data customarily provided to the public is furnished in accordance with 48 C.F.R. § 252.227-7015. If the United States Government requires additional rights, it must negotiate a mutually acceptable written addendum to these Terms specifically granting those rights.
12.2 Your License to Us. You retain your intellectual property ownership rights over content you submit to us on our Site (“Your IP”). We will never claim ownership of Your IP, but we do require a license from you in order to use it. When you use our Site and/or the Services to post, upload, share, or otherwise transmit content which includes Your IP, you grant to us a non-exclusive, irrevocable, perpetual, fully-paid, royalty-free, transferable, sub-licensable, worldwide license to use, distribute, modify, run, copy, publicly display, translate, or otherwise create derivative works of your content in a manner that is consistent with these Terms and Privacy Terms. You further represent and warrant that you have all rights in and to any content that you provide to us, and providing content to us will not violate any applicable law. The license you grant to us will remain in effect regardless of termination, deactivation, or lapse in use of your Account or the Services. If you do not want to grant us a license to use your content for these purposes, you should not use the Services.
When you use our Site and/or the Services to post, upload, share, or otherwise transmit Your IP, you also acknowledge, agree and grant permission to us, our customers and users to use, distribute, run, copy, publicly display, or translate Your IP in connection with the Services.
If you choose to give us feedback, provide suggestions, comments, recommendations or other inputs about the Site and/or Service (“Feedback”), you hereby grant us a worldwide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Site or the Services.
By using your brand name, logo, or trademark in connection with the Services, you grant us a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and distribute your logos, brand names, and trademarks for our promotional and marketing activities. You represent that you have all necessary rights to grant this permission. This use may occur in any media formats and for any purpose. You may withdraw this license and opt-out by sending a written notification to firstname.lastname@example.org.
12.3 Copyright Complaints. If you own or control a copyright and believe that any material on the Site infringes upon it, you can notify us of the infringement by sending a written notification to email@example.com.
13. WARRANTIES; LIABILITY; AND INDEMNIFICATION.
13.1 Disclaimer of Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE SITE, AND ANY OTHER CONTENT, MATERIAL OR ITEMS PROVIDED BY US OR OUR SUPPLIERS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. WE OR OUR SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT, INFORMATION, PRODUCT OR SERVICE CONTAINED ON THE SITE OR PROVIDED THROUGH THE SERVICES, AND EXPRESSLY DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE OR OUR SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE SITE OR SERVICES IS ERROR FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE REMEDIED. WE OR OUR SUPPLIERS MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY PART OF THE SERVICES. WE DO NOT GUARANTEE THAT OUR SITE, OR ANY CONTENT ON IT, OR THE SERVICES WILL ALWAYS BE UNINTERRUPTED, SECURE, OR OPERATE AT ANY PARTICULAR SPEED. WE OR OUR SUPPLIERS MAY SUSPEND, WITHDRAW, DISCONTINUE OR CHANGE ALL OR ANY PART OF OUR SERVICES WITHOUT NOTICE. WE OR OUR SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO FEATURES, FUNCTIONALITY OR CONTENT ON THE SITE OR WITH THE SERVICES AT ANY TIME. WE OR OUR SUPPLIERS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR SITE OR SERVICES OR DUE TO YOUR DOWNLOADING OF ANY CONTENT FROM US, OR ON ANY SITE LINKED TO THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OUR SUPPLIERS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You are responsible for configuring your information technology, computer programs, locations, and platform in order to access our Site and use the Services. You should use your own virus protection software.
13.2 Limited Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, OR FOR BREACH OF STATUTORY DUTY, OR OTHERWISE) FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, TORT, INCIDENTAL, BUSINESS INTERRUPTION, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES, LOSS OF BUSINESS OPPORTUNITY, GOODWILL, OR REPUTATION ARISING FROM YOUR USE OF THE SERVICES OR INABILITY TO USE THE SERVICES, OR ANY OTHER CONTENT, MATERIAL OR ITEMS ON THE SITE OR WITH THE SERVICES, EVEN IF WE OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR LIABILITY AND THAT OF OR OUR SUPPLIERS TO YOU IN RESPECT TO ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES AND THESE TERMS, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH LIABILITY AROSE. IF NO FEES ARE PAID, OUR LIABILITY AND THAT OF OUR SUPPLIERS IS LIMITED TO $1,000 TO YOU. NOTWITHSTANDING THE FOREGOING, WE OR OUR SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER FOR THE ACCURACY, COMPLETENESS, OR OTHERWISE FOR CLAIMS ARISING FROM CONTENT THAT YOU PROVIDE TO US.
Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you and you may have additional rights.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OR ANY REMEDY WE MAY HAVE UNDER LAW OR IN EQUITY, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS, OR OF ANY APPLICABLE LAW OR REGULATION.
13.3 INDEMNIFICATION BY YOU. YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD US HARMLESS AND OUR MEMBERS, PARTNERS, EMPLOYEES, CONTRACTORS, AGENTS AND AFFILIATES FROM AND AGAINST ANY CLAIMS ASSERTED BY A THIRD PARTY, IN CONTRACT, STATUTE OR TORT, OR OF TRESPASS OR ANY OTHER CLAIM ARISING FROM: (1) YOUR USE OF THE SITE OR SERVICES; (2) ANY CONTENT OR THIRD-PARTY SITES YOU POST OR LINK TO THE SITE; (3) YOUR CONDUCT IN CONNECTION WITH THE SERVICES OR SITE AND USERS OF THE SERVICES AND SITE; (4) YOUR VIOLATION OF THESE TERMS OR ANY TERMS THAT YOU ENTER INTO WITH US THAT ARE SPECIFIC TO SERVICES WE PROVIDE TO YOU; (5) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY IN CONNECTION WITH THE SITE AND SERVICES; AND (6) YOUR USE OF ANY SERVICES WE PROVIDE TO YOU THAT ARE SUBJECT TO SPECIFIC TERMS. YOU WILL NOT BE REQUIRED TO INDEMNIFY AND HOLD US OR ANY OTHER INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ANY APPLICABLE CLAIMS OR DEMANDS TO THE EXTENT RESULTING FROM OUR OWN NEGLIGENT CONDUCT.
13.4 Procedure. The indemnifying party’s obligations under this Section 11 are conditioned on the indemnified party: (1) giving prompt notice of the claim to the indemnifying party, (2) granting sole control of the defense or settlement of the claim to the indemnifying party, and (3) providing reasonable cooperation to the indemnifying party at the indemnifying party's request and expense. The indemnified party may participate in the claim’s defense at its sole cost and expense. The indemnifying party will not enter into any settlement that adversely affects the indemnified party’s interests without prior written approval, not to be unreasonably withheld. The indemnifying party is not responsible for any settlement it does not approve in writing.
14. LEGAL DISPUTES AND ARBITRATION AGREEMENT.
14.1 Initial Dispute Resolution. We are available by email at firstname.lastname@example.org to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. Each of you and we agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
14.2 Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to the terms of this agreement, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Services and the Site shall be finally settled by binding arbitration administered by JAMS, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures or Streamlined Arbitration Rules and Procedures (as appropriate) or, if you are our employee, the JAMS Employment Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the applicable JAMS Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. You or we may elect to appear at the arbitration by phone or, if you and we both agree, to conduct it online, in lieu of appearing live. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that the right to discovery may be more limited in arbitration than in court.
If you commence arbitration in accordance with these Terms, you will be required to pay the filing fee (up to a maximum of $250 if you are a consumer under the JAMS rules), and we will pay the remaining JAMS fees and costs. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
14.3 Class Action and Class Arbitration Waiver. You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action or other representative action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth in this agreement shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
14.4 Location. If you are arbitrating a dispute with us as an individual consumer (and not as or on behalf of a company, legal or corporate entity, or sole proprietorship), the arbitration will take place at any reasonable location within the United States convenient for you. For all other disputes, including as or on behalf of a company, legal or corporate entity, or sole proprietorship, the arbitration shall be initiated in Delaware, and you and we agree to submit to the personal jurisdiction of any state or federal court in Delaware, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
14.5 Exception - Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
14.6 Exception – California Private Attorneys General Act (PAGA) Action. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act.
14.7 THE FOLLOWING SECTION APPLIES TO INDIVIDUAL CONSUMERS ONLY, AND DOES NOT APPLY TO THE EXTENT YOU AGREE TO THESE TERMS ON BEHALF OF OR AS A COMPANY, LEGAL OR CORPORATE ENTITY, OR SOLE PROPRIETORSHIP: 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 12.2 and 12.3 by sending written notice of your decision to opt-out by emailing us at email@example.com. The notice must be sent within thirty (30) days of registering to use the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
14.8 Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth in Section 13.2 do not apply, of if you want to pursue any legal remedies to which you would otherwise be entitled but that are not available to you pursuant to this Section 12, and unless prohibited by governing law for claims between us and our employee, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Delaware (except for small claims court actions which may be brought in the county where you reside). Unless prohibited by governing law for claims between us and our employee, the parties expressly consent to exclusive jurisdiction in Delaware for any litigation other than small claims court actions.
14.9 Governing Law. To the fullest extent permitted by law, you agree that the laws of the state of Delaware, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between us.
15. COMPLIANCE WITH APPLICABLE LAW. When using our Services, you agree to abide by all applicable laws. It is your sole responsibility to ensure that your use of the Services is in compliance with all laws applicable to you.
16. ENTIRE AGREEMENT. These Terms constitute the entire agreement between you and us with respect to your use of the Services and use or access to the Site. These Terms supersede all prior agreements, proposals or representations, written or oral, concerning the Services and the Site. If You are an enterprise or business customer, these Terms shall be in addition to other terms and conditions set forth in applicable agreement between You and Us.
17. SEVERABILITY. If it is determined that any term or provision of these Terms is invalid or unenforceable, in whole or in part, then the invalid or unenforceable term or provision shall be severed and the remaining terms and provisions shall be unimpaired.
18. ELECTRONIC COMMUNICATIONS; ELECTRONIC SIGNATURE. You consent to receive communications from us by email in accordance with these Terms and applicable law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
19. TRANSFER TO THIRD PARTIES. You may not assign or transfer these Terms (or any of your rights or obligations under them) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may assign all or part of its rights and (where permitted by law) obligations under these Terms to any third party at any time without notice.
20. NO WAIVER. No waiver of any term of these Terms by us shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
22. CONTACT INFORMATION. If you have any questions about these Terms or your use of the Services, please contact us at firstname.lastname@example.org.