The provisions of these terms of use (these “terms of use”) will govern your use of our site (as defined below) and of our services (as defined below), and you should therefore take some time to read these terms of use carefully.

The purpose of the Site is to provide enterprise-grade infrastructure that automates and optimizes a User’s accounting, audit, tax and other middle- and back-office processes, such as reporting, reconciliation, controls and compliance, for the blockchain and cryptocurrency industries (the “Platform”). The Platform does not issue any Digital Assets (as defined below) to its Users and it does not build blockchains. For the avoidance of doubt, Libra Crypto Office, Libra Reference Data, and Libra Tax and other products that may be offered by us from time to time are each included within the definition of the Platform.

Should you have any questions or comments regarding our Site, the Platform or our Services, please feel free to contact us at: [email protected]

1. Preliminary Provisions

1.1 Terms of Use

Through these Terms of Use, we are placing legal conditions on your use of the Site and making certain promises to you. You must agree to all of the conditions in these Terms of Use. If you do not agree to or accept all the conditions of these Terms of Use, please immediately discontinue access to and use of the Site, the Platform and related Services. If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use this Site at all. Misrepresentation of your age to gain access to our Site is considered a breach of these Terms of Use and may constitute computer hacking under applicable law.

1.2 Right to Counsel

If you do not understand all of the terms in these Terms of Use, then you should consult with a lawyer before using the Site.

1.3 Party Definitions and Introductory Terms

Libra Services, Inc. is the owner and operator of the Site, the Platform and any associated Services. In these Terms of Use, all references to the “Company” shall mean Libra Services, Inc. Additionally, when first-person pronouns are used in these Terms of Use (us, we, our, ours, etc.), these provisions are referring to the Company as publisher of this Site and provider of the Platform and associated Services.

The “Site” shall refer collectively to the following websites: https://www.libra.tech, https://www.libratax.com and https://office.libra.tech.

The services the Site provides, including the Platform and any ancillary services are hereinafter collectively referred to as the “Services”.

The Site may contain images and content, including, but not limited to, text, software, images, graphics, data, messages or any other information, and any other website content owned, operated, licensed, or controlled by the Company (collectively, “Materials”).

As the user of this Site (the “User”), these Terms of Use will refer to the User as “you” or through any second-person pronouns, such as “your,” “yours,” etc. Hereinafter, the User of the Site shall be referred to in applicable second-person pronouns.

For the purposes of these Terms of Use, all Customers (as defined below) are Users, but not all Users are Customers. These Terms of Use apply to all Users, whether they are Customers or not. You become a User by accessing this Site in any way. You need not become a Customer of the Site to make these Terms of Use apply to you.

You become a “Customer” by entering into a written agreement with the Company relating to use of the Platform or Services, including, without limitation, a “service agreement” or “trial agreement” (each, a “Customer Agreement”), and the Company thereafter registering you with the Site using a Customer ID and password, as discussed below. Only Customers may access the Platform.

Hereinafter, the Company and you may collectively be referred to as the “Parties” and each, a “Party”.

1.4 Intent to Be Bound

These terms of use are a legal contract between you and the company. You should treat it as any other legal contract by reading its provisions carefully, as they will affect your legal rights. By accessing the site or using the platform or services in any manner, you are deemed to have read, understood and agreed to be bound by all of the terms contained in these terms of use. You may not pick and choose which terms apply to you. If you do not agree with all of the terms in these terms of use, you must cease all access and use of the site and any other services provided by the company. Nothing in these terms of use is intended to create any enforcement rights by third parties.

1.5 Consideration

Consideration for your acquiescence to all of the provisions in these Terms of Use has been provided to you in the form of allowing you to use our Site, our Platform and our Services, including in the case of a Customer, entrance into a Customer Agreement. You agree that such consideration is both adequate, and is received upon your viewing or using any portion of any of our Site, including the Platform, and/or Services.

1.6 Electronic Signatures / Assent Required

No one is authorized or allowed to access this Site, including the Platform, unless he, she or it has signed these Terms of Use. Such signature does not need to be a physical signature, since electronic acceptance of these Terms of Use is permitted by various jurisdictions’ laws, such as the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and similar legislation. You manifest your agreement to these Terms of Use by taking any act demonstrating your assent thereto. Most likely, you have clicked or will click a button containing the words “I agree” or some similar syntax. You should understand that this has the same legal effect as you placing your physical signature on any other legal contract. If you click any link, button or other device provided to you in any part of our Site’s interface, then you have legally agreed to all of these Terms of Use. Additionally, by using any part of our Site in any manner, you understand and agree that such use constitutes your affirmation of your complete and unconditional acceptance to all of the terms in these Terms of Use.

Even if you fail to sign these Terms of Use, you understand and agree that you are still bound by the terms of these Terms of Use by virtue of your viewing the Site or using any portion of the Site or Services.

1.7 Illegal Activities

If you are seeking information regarding any illegal activities, or seeking to engage in any illegal or fraudulent financial activity, please leave this Site immediately and do not attempt to use the Site. You acknowledge and agree that you are aware of the legality of using our Site in your relevant local jurisdiction, and you agree that you will not use the Site, if such use is prohibited or otherwise violates the laws of your state, province, country or other jurisdiction.

1.8 Revisions to these Terms of Use

From time to time, we may revise these Terms of Use. We reserve the right to do so, in our sole and absolute discretion, and you agree that we have this unilateral right. Your continued use of the Site shall be deemed acceptance of the then prevailing terms and conditions. You agree that all modifications or changes to these Terms of Use are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect, unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of these Terms of Use is deemed ineffective or invalid by any court, the Parties intend that the prior, effective provisions of these Terms of Use be considered valid and enforceable to the fullest extent, and all remaining provisions shall remain in full force and effect.

Any updated version of these Terms of Use will include a new “last modified” date at the top of these Terms of Use in order to identify the then-currently applicable Terms of Use. Following the posting of the updated version of these Terms of Use on our Site, please re-review these Terms of Use in order to ensure that you understand how your rights and responsibilities may have been affected by the revisions.

If you fail to periodically review this Site and these Terms of Use to determine if any of the terms have changed, you assume all responsibility for your failure to do so and you agree that such failure amounts to your affirmative waiver of your right to review the amended terms. We are not responsible for your neglect of your legal rights.

1.9 Privacy Policy Incorporation by Reference

Although these Terms of Use represent the primary terms and conditions with respect to our Site, certain additional guidelines and rules are hereby incorporated by reference. The Privacy Policy, which can be found on our Site, is specifically incorporated by reference, and forms an integral part of these Terms of Use.

2. Explanation of Customers

2.1 Access and Limited License

All Users may access certain public areas of the Site; however, only Customers may use the Platform or ancillary Services. You understand that all we are providing to you is access to our Site as we provide it. You are solely responsible for acquiring any hardware, software, device, Internet access and other items required for you to use or access the Site and utilize our Platform. Any associated fees, expenses or other charges that you incur to access our Site and use of our Platform and Services are your sole responsibility. These Terms of Use cover all public and non-public areas of the Site.

2.2 Digital Assets

We do not provide or issue our Customers any virtual currency whatsoever. All information with respect to any digital assets, including, but not limited to, Bitcoin, Etherum and Ripple (“Digital Assets”), entered or inputted into our Platform by Customers originates from the Customers themselves. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of your Digital Assets, and that the Company does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you shall access and use the Site, including the Platform, at your own risk. This brief statement does not disclose all of the risks associated with trading in Digital Assets. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources.

2.3 Digital Asset Values

Our Platform uses third party market value data to value your Digital Assets in connection with our Services to you. You understand and agree that, due to technical and other restrictions, any Digital Asset market values displayed or otherwise incorporated or used on the Site, including the Platform, may be delayed and therefore not reflect the current, live market value of such Digital Asset. Nonetheless, you agree that the values displayed on our Site control your use of the Site and Services, including the Platform. You also agree that we are not responsible for any failure or outage in the market value data provided by third parties and used or incorporated on the Site, including the Platform.

2.4 Your Account; Registration Data

In order to use the Platform, you must enter into a Customer Agreement with us and we will then set up an account for you on the Site (your “Account”). In creating your Account, you may be asked to provide certain registration details and information. In order to verify your identity, some of this information may be personal, private or detailed. In connection with completing the online registration form, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (such information being the “Registration Data”); and you further agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while you are a Customer. While we use reasonable efforts to protect the personal information of others from inadvertent release or misappropriation, we are not responsible for the intentional or criminal acts of third parties such as hackers or “phishers.” Please refer to our Privacy Policy for more information on the use of your personal information. You must promptly inform us of all changes to your Registration Data.

2.5 Your Account Responsibility

You are entirely responsible for any and all activities conducted through your Account. You agree to notify us immediately of any unauthorized use of your password or Customer ID, as well as of any other breach of security. We are not responsible for any unauthorized use of your Account, and you agree that you are responsible for such unauthorized use and for protecting the confidentiality of your Customer ID and password. To the fullest extent permissible by applicable law, you acknowledge and agree that the Company will have no liability associated with or arising from your failure to maintain accurate Registration Data, including your failure to receive important information and updates about the Platform. If the Company or any of its authorized agents have reasonable grounds to suspect that any information you provided to us is untrue, inaccurate or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Site, including the Platform, (or any portion thereof) by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Site, including the Platform.

2.6 No Account Transfers

Control or use of your Account may not be transferred, leased, assigned or sold to a third party. We disclaim any and all liability arising from fraudulent entry and use of the Site and the Platform. If a User fraudulently obtains access to your Account, the Platform or any Services, we may terminate the User’s access immediately and take all necessary and appropriate actions under applicable federal, state and international laws.

2.7 Password Security

As part of our security measures and policies, please note that we will never ask you, for any reason, whether by email, regular mail or telephone, to disclose your account password. Password inquiries will only be conducted online and only after you have signed onto the company’s site. We will never send you embedded links in an email requesting that you sign onto the site by clicking such a link. If you receive an embedded link by email, claiming to be from us, you should not open it or click on the link. The email is not from us and is likely fraudulent. Never give your account password to anyone whom you do not intend to authorize to use your account.

2.8 Third Party Account Information

In order to provide you with the Services, including the Platform, you may also be required to disclose certain third-party account information to us, including, without limitation, your crypto exchange account details, bank account details and/or related information. As indicated elsewhere in these Terms of Use, we are not responsible for any unauthorized use of your Account with the Company or any third-party accounts which you use in connection with the Platform. In addition, if you link your Account with a digital wallet on one or more device(s), you are responsible for protecting the safety of and access to such device(s). It is important that you do so since we are not responsible for any losses you incur as a result of unauthorized use of your Account and, depending on the circumstances, your credit card issuer may hold you responsible for unauthorized use of your credit card account. You agree to notify us immediately of any unauthorized use of your Customer ID or password or if your device(s) on which you’ve linked your Account with a digital wallet has been lost or stolen or otherwise suffered unauthorized access, or any other actual or potential security breach relating to your Account. We reserve the right to require you to change your Account password if we believe it is no longer secure.

2.9 Interaction Between These Terms of Use and Customer Agreements

These Terms of Use do not amend or otherwise modify any Customer Agreement whether now or hereinafter existing. In the event of any inconsistency between these Terms of Use and a Customer Agreement, these Terms of Use govern as to the relationship between you and the Company solely with respect to the Site, and your Customer Agreement governs the relationship between us with respect to the Platform and Services. You are responsible for ensuring that your use of the Site complies with any Customer Agreement to which you are a party.

2.10 Cancellation and Termination of your Account

You may close your Account at any time by providing written notice to us. After notifying us of your desire to close your Account, your access to the Platform may be relinquished. We reserve the right at our sole and absolute discretion to block access to or to suspend, close or terminate your Account for any other reason in our sole and absolute discretion. You agree that neither the Company nor any third party acting on our behalf shall be liable to you for any termination of your access to any part of the Site, Platform or Services in accordance with these Terms of Use. You agree that if your access is terminated by us, you will not attempt to regain access to the Site, Platform or Services – using the same or different Customer ID – without prior written consent from us.

2.11 Service Interruption

From time to time due to technological factors, scheduled software uploads and other factors beyond or within our control, the Site or the Platform may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless from and against any such interruption of or inability to access the Site or Platform.

2.12 Agreement to Receive Notifications and Other Communications

We reserve the right to send electronic mail or other messages to Customers. The purpose of these communications may include, but is not limited to: (i) providing you with information concerning your Account; (ii) providing information to you regarding products or services offered by our affiliates or partners; (iii) informing you about any of our related products or services; or (iv) providing you with information about any item that we think, in our sole discretion, may be of interest to you.

In some countries or territories, we may offer Users the choice to enroll in our email subscription. If you enroll in the email subscription, you agree to receive, from time to time, promotional emails from the Company. Each promotional email will include a link allowing you to unsubscribe from the email subscription and/or a link to a webpage where you can adjust your email preferences. Enrolling in the email subscription will not affect the frequency of administrative emails that the Company may send to Customers in connection with their Accounts. No fee is charged in sending promotional emails to you, but third-party data rates may apply. Some promotions you receive may have additional, promotion-specific terms and conditions, privacy notices or other disclosures and/or requirements. Please be sure to review any such additional terms, disclosures and/or requirements before you choose to participate in such promotions.

3. Restrictions on Use of Our Site and Services

3.1 Restrictions on Use

Without our express prior written authorization, you may not: (i) duplicate any part of our Site, the Platform or the Materials contained therein or received via the Services (except as expressly provided elsewhere in these Terms of Use); (ii) create any derivative works based on our Site, the Platform or any of the Materials contained therein or received via the Services; and you agree and stipulate that any and all derivative works are NOT “fair use;” (iii) use our Site, the Platform, or any of the Materials contained therein, for any public display, public performance, sale or rental; and you hereby agree and stipulate that any and all such uses are NOT “fair use”; (iv) re-distribute our Site, Platform or any of the Materials contained therein or received through the Services; and you hereby agree and stipulate that any and all such uses is NOT “fair use;” (v) remove any copyright or other proprietary notices from our Site, Platform or any of the Materials contained therein; (vi) frame or utilize any framing techniques in connection with our Site, Platform or any of the Materials contained therein; (vii) use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Site’s or our Platform’s name or marks, and you hereby stipulate that any use of the Site’s or the Platform’s name or marks, or any other marks owned by us is an infringement upon our trademark rights; and you stipulate to make payment of liquidated damages of five thousand dollars ($5000) per such infringement as a genuine pre-estimate of the loss and damage that will be suffered by us as a result of such infringement; plus you agree to pay any and all fees incurred in the recovery of this amount, including attorney’s fees and all associated costs; (viii) “deep-link” to any page of our Site or Platform or avoid agreement to the Site’s or the Platform’s Terms of Use (for the avoidance of doubt, you may only link to the main entry page); (ix) circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Platform or Services (including the theft of your Customer ID and passwords or using another person’s Customer ID and password in order to gain access to a restricted area of the Site); (x) use any data mining, bots, scrapers or similar data gathering and extraction tools on the Site or in conjunction with the Platform or Services; (xi) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Site, Platform or Services or any Materials contained therein or any of your rights to access and use the Site, Platform or Services or any Materials contained therein as granted specifically by these Terms of Use; (xii) use our Site or Services to impersonate any other User or person; (xiii) use any Material or information on our Site or included in our Platform or Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party; (xiv) upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s property; (xv) upload, post, email or otherwise transmit any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (xvi) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that we may designate for such purpose; (xvii) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source material that is uploaded or otherwise provided by you; (xviii) restrict or inhibit any other User from using and enjoying the Site or the Platform and Services; (xix) harvest or otherwise collect information about others, including e-mail addresses or other personally-identifiable information; (xx) violate any applicable laws, policies, or regulations; (xxi) upload, post, email or otherwise transmit any material which is illegal immoral, obscene or defamatory of any person; or (xxii) do anything that may adversely affect proper operation of the Site, the Platform, the Services and/or the reputation and goodwill of the Company.

3.2 Interference

Except where expressly permitted by law, you may not translate, reverse-engineer, decompile, disassemble, or make derivative works from any of our Materials or any other materials from our Site, including the Platform. You hereby agree not to use any automatic device or manual process to monitor or reproduce the Site, the Platform or any Materials, and will not use any device, software, computer code or virus to interfere or attempt to disrupt or damage the Site, the Platform or Services. If you do not adhere to this provision of these Terms of Use, you hereby stipulate to and agree to pay liquidated damages of five thousand dollars ($5,000) (being a genuine, pre-estimate of loss and damage suffered by us as a result of your said breach), plus any and all fees associated with recovery of these damages, including attorney’s fees and costs.

4. Disclaimer of Warranty

4.1 Express Disclaimers

By using the Site, the Platform or Services, you expressly acknowledge and agree that: (i) such use of the Site, Platform, and Services is at your own and sole risk; (ii) any material and/or data downloaded or otherwise obtained through the use of the Site, the Platform and Services or any of the Materials contained therein is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data; (iii) the Site, Platform and Services, and all Materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement; (iv) the Company makes no representations or warranties that the Site, the Platform and Services, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free; nor does the Company make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy or completeness of the Site, Platform and Services or any of the Materials contained therein; (v) the Company cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties; and accordingly, the Company does not assume any responsibility or risk for your use of the Internet; (vi) the Company makes no warranty, express or implied, regarding any transaction entered into through the Site, Platform or Services; and (vii) the Company is not responsible for any use of confidential or private information by Users or third parties.

4.2 No Implied Warranties

The warranties and representations expressly set forth in these Terms of Use are the only warranties and representations made by the Company with respect to the Site, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the Parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.

5. Indemnification and Release

5.1 Improper Use of Site or Services

If we determine that you or any User has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Site, Platform and Services will be terminated immediately, without any reimbursement of any payment or fees you may have made to us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon legal request and/or advisement of an attorney. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law.

5.2 Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of (i) your (or you under another person’s authority, including, without limitation, to governmental agencies) use, misuse, or inability to use the Site, Platform, Services or any of the Materials contained therein; or (ii) your breach of these Terms of Use.

The Company shall notify you by electronic mail, mail or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or choose our own legal counsel, but are not obligated to do so.

5.3 Release

To the maximum extent permitted by applicable law, you hereby discharge, acquit and otherwise release the Indemnified Parties, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to the use of, or activities relating to the use of, the Site, including the Platform, and the Services including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of the Site, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Site, including the Platform, unavailability of the Site, its functions and/or Services and any other technical failure that may result in inaccessibility to the Site, Platform or Services, or any claim based on vicarious liability for torts committed by Users encountered or transacted with through the Site and Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter or murder.

The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the Parties to be interpreted broadly in favor of the Company, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the Parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

6. Limitation of Liability

6.1 Limitation of Liability

Save as permitted to the maximum extent by applicable laws, in no event shall the Company (or its officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party, for any direct, special, indirect, incidental, consequential, exemplary or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue or goodwill, which may arise from any person’s use, misuse or inability to use the Site, the Platform, the Services or any of the Materials contained therein, even if we have been advised of the probability of such damages. This is for any matter arising out of or relating to these Terms of Use and your use of the Site and the Services, whether such liability is asserted on the basis of contract, tort or otherwise, even if we have been advised of the possibility of such damages.

6.2 Force Majeure

We will not be liable for our failure to perform any obligations under these Terms of Use due to events beyond our control; and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fibre cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.

If, after the date of these Terms of Use, any law, regulation, rule, regulation or decision of any funding method association, or ordinance, whether federal, state, or local, becomes effective which substantially alters our ability to perform Services hereunder, we shall have the right to cancel these Terms of Use, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our Services hereunder; and (ii) thirty (30) days following notice.

6.3 Maximum Liability

In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site, the Platform or the Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

6.4 Right of Set Off

To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to us by you for your breach of these Terms of Use or other obligations under these Terms of Use against funds in your Account.

7. Links and Linking

7.1 Third Party Links

Some websites which are linked to or from the Site (including advertisements) are owned and operated by third parties. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein. We are not responsible or liable for any such content, advertising, services, products or other materials on or available from such websites or resources.

Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by these Terms of Use or our Privacy Policy, which is incorporated into these Terms of Use by reference.

7.2 No Liability

You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any Losses caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.

7.3 Indemnification

You hereby agree to defend and hold harmless each of the Indemnified Parties from and against any and all Losses that may result from your use of links that may appear on the Site, the Platform or via the Services. We reserve the right to terminate any link or linking program at any time.

8. Proprietary Information

8.1 Proprietary Rights

The Materials accessible from the Site, the Platform, the Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such Materials. No rights, title or interest in any such Materials are transferred to you by access to the Site and Services.

All Materials included on the Site, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of the Company or its content suppliers and are protected by United States and international copyright laws. The compilation of all Materials on the Site is the exclusive property of the Company or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.

Nothing in these Terms of Use grants to you any right to use any of the Company’s or any third party’s trademarks, service marks, logos or other Materials.

8.2 No Infringement

All of the marks, logos, domains and trademarks that you find on the Site and Services may not be used publicly except with express written permission from the Company, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits the Company.

8.3 No Alteration or Distribution

The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in these Terms of Use violates our intellectual property rights.

8.4 Feedback

If you submit feedback or suggestions about the Site, the Platform, the Services or any Materials contained therein, we may use your feedback or suggestions without obligation to you.

9. Export Control

9.1 Export Controls

You understand and acknowledge that the software elements of the Materials on the Site and the Services may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. Diversion of such Materials contrary to United States’ or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.

9.2 No Agency Relationship

Nothing in these Terms of Use shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from these Terms of Use is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms of Use to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. These Terms of Use and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

10. Notices

10.1 Notice

Any notice we are required to give you under these Terms of Use may be provided by email, postal mail or facsimile utilizing the contact information provided by you when you opened an Account or by general posting on the Site. Notices from you to us shall be given by email to: [email protected], unless otherwise specified in these Terms of Use.

10.2 Communications Not Provided

We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use the Site or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into the Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages. User should not have an expectation of privacy regarding any communications sent through the Site or the Services.

11. Arbitration

11.1 Binding Arbitration

If a dispute arises between the Parties arising out of or otherwise relating to these Terms of Use, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party must submit the issue to binding arbitration as further discussed below. Claims subject to arbitration (“Arbitral Claims”) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by us under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims (including, but not limited to, claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) by us seeking injunctions, attachment, garnishment and other equitable relief.

Any dispute arising out of or relating to these Terms of Use, or the breach thereof, shall be finally settled by arbitration in New York, New York administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules. The language of the arbitration shall be English and these Terms of Use shall be governed by the laws of the State of New York.

An arbitral decision resulting from the above may be enforced in any court, and a prevailing party in any action or proceeding to enforce these Terms of Use shall be entitled to costs and attorney’s fees. Additionally, the Parties waive any right to trial by jury, as well as any right to participate in a class action lawsuit.

The arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of these Terms of Use. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.

11.2 No Waiver of Right to Arbitration

There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving Party to the other Party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.

11.3 Waiver of Statute of Limitations

Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim, the Parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of these Terms of Use, except for claims involving intellectual property, claims to recover outstanding amounts due to us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose, following which either Party shall have no further claim whatsoever against the other Party.

11.4 Right to Injunctive Relief

Each Party acknowledges that the other Party’s remedies at law may be inadequate to provide them with full compensation in the event of a breach of these Terms of Use, and that the non-breaching Party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.

12. Miscellaneous Provisions

12.1 Assignment

The rights and liabilities of the Parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. You may not assign these Terms of Use without our prior written consent. We may assign these Terms of Use and our rights and obligations hereunder at any time upon thirty (30) days prior written notice to you.

12.2 Severability

If for any reason a court of competent jurisdiction or an arbitrator finds any provision of these Terms of Use, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of these Terms of Use which will continue to be in full force and effect.

12.3 No Waiver

No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of these Terms of Use. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from these Terms of Use. All waivers must be in writing.

12.4 Headings

All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of these Terms of Use.

12.5 Complete Agreement

Except as set forth in Section 2.9 hereof, these Terms of Use, together with our Privacy Policy, constitutes the entire agreement between the Parties with respect to your access and use of the Site, the Platform, the Services and the Materials contained therein, and your use of the Site and Services. Except as set forth in Section 2.9 hereof, these Terms of Use, together with our Privacy Policy, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

12.6 Other Jurisdictions

We make no representation that the Site, the Platform, the Services or any of the Materials contained therein, are appropriate or available for use in locations outside the United States, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Site, the Platform and Services from such locations do on their own initiative and are solely responsible for determining compliance with all applicable local laws.