Terms of Service
Last Modified: May 5, 2023
You can find the previous version of our Terms of Service
Welcome to Messari! These Terms of
Service (these “Terms”) are an
agreement between you (“you” or “your”) and Messari,
Inc. and its affiliates (“Company,”
“we,” “us,” or “our”) that
allows you to use our software, subscriptions, applications, websites, and
other products and services, as long as you follow the
Terms.
Whether you are a registered user or not, by accessing or using
any of our websites, content, mobile applications, events, tools, widgets,
subscription products or services, software, API(s), widgets, and/or other
product(s), service(s), data, or information supplied to you by the Company
(collectively, as applicable, the “Services”),
you signify your agreement to (1) all terms and conditions in these Terms; (2)
our privacy policy located on our website (“Privacy Policy”); and
(3) any other standard policies or community guidelines, if any, posted in our
Services, which are all expressly incorporated herein and must also be observed
and followed. We reserve all rights not expressly granted under these Terms.
Please read these Terms, our Privacy Policy, and any other
documents referenced in these Terms carefully. The Terms you see below are
important because they:
●
Outline your legal rights;
●
Explain the rights you give to us when you use our Services;
●
Describe the rules you must follow when using our Services;
Contain a class action waiver and an agreement to resolve any
disputes that may arise by arbitration; and
●
Contain a clause that delegates decisions regarding the
interpretation and application of the arbitration clause to an arbitrator and
not to a court or judge.
WE ARE NOT RESPONSIBLE FOR ANY
LOSSES (OR OTHER HARM OR LIABILITIES) INCURRED AS A RESULT OF USING ANY OF OUR
SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, GUIDANCE,
RECOMMENDATIONS, IDEAS, OR STRATEGIES CONTAINED THEREIN. YOU ACCEPT ALL LIABILITY
RESULTING FROM YOUR INVESTMENT DECISIONS. ONLY INVEST MONEY THAT YOU CAN AFFORD
TO LOSE.
1.
Our Services
1.1.
Agreement to These Terms
By accessing or using any Services, including, without limitation,
by downloading, installing, or using any associated software, APIs, or
applications supplied by the Company, including any for which the purpose is to
enable you to use the Services (collectively, the "Software", which is considered a part of the Services), you
agree to these Terms. Any reference to the “website(s)”, the “web site(s)”, the
“site”, “www.messari.io”, “www.onchainfx.com”, “www.stablecoinindex.com”,
“casebitcoin.com”, or other similar references will include any and all pages,
subdomains, affiliated domains, brands, products or other areas of our website,
any other affiliated sites, or domains owned or operated by or on behalf of us,
plus any of the online content, information, and services as made available in
or through the website. The Services include, without limitation, all aspects
of the website, or of any app or other product or service, including, but not
limited, to all products, Software, and other applications, features, channels,
and services offered therein. Any reference to “content” will include all content in all forms or mediums, such as,
without limitation, text, software, scripts, graphics, photos, sounds, music,
videos, audiovisual combinations, interactive features, and other materials you
may view on, access through, or contribute to the Services.
1.2.
Eligibility
You may use our Services only if you can form a legally binding
contract with us (and on behalf of your organization as applicable), and only
in compliance with these Terms and all applicable local, state, national, and
international laws, rules and regulations. To use our
Services, you must be at least 18 years old, and in some circumstances even
older (please check your local law for the age of digital consent). You
represent and warrant that you meet the applicable age requirements and are
competent to agree to these Terms, or, if you are unable to form a binding
contract under applicable law, you represent and warrant that you have your
parent’s or legal guardian’s permission to use our Services, and that your
parent or legal guardian is agreeing to these Terms concurrently. If you are a
parent or legal guardian of a user who is unable to form a binding contract
under applicable law, you are agreeing to these Terms and you are responsible
for such user’s activity. Our Services are not available to any users who were
previously removed from the Services.
1.3.
License
With respect to any Software, including, without limitation,
subscription software as a service, subject to your compliance with these
Terms, we grant to you a nonexclusive, non-transferable, non-sublicensable
right and license to access and use such Software: (a) solely as reasonably
necessary for you to use the Services in accordance with these Terms; (b) by
the number of authorized users; (c) only up to the approved and mutually agreed
usage volumes, as set forth on the applicable ordering document or as otherwise
mutually agreed in writing; and (d) solely for internal and non-commercial
purposes, provided, that you must comply at all times with all official
documentation, technical manuals, functional manuals, and operator and user
guides and manuals.
1.4.
Sharing Publicly Permitted in
Limited Circumstances
Notwithstanding the foregoing Section 1.3, if and to the limited
extent certain portions of the Services are clearly, prominently, and expressly
marked as permissible to share publicly (i.e., certain of our APIs or widgets
designed for the purpose of allowing you to publish selected portions of our
data on your website via a preapproved and standardized widget or API feed),
you are allowed to republish such standardized widget or API feed on your own
website so long as you do not alter it or use it in any way other than as
intended, and do not attempt to or actually change, alter, or obscure it or any
portion thereof or any content therein, including, without limitation, any
branding, attribution, proprietary marks, or hyperlinks therein. You may not
resell any such content or information and may only publish it on websites
owned and controlled by you, and only so long as you follow all applicable
terms, conditions, and policies, and only so long as you provide attribution to
us (e.g., “Powered by Messari”, using preapproved
artwork and logos only), and only so long as such use contains links back to
our main website, messari.io. Please contact api@messari.io for any questions or
inquiries about redistribution of our API feed(s). We grant to you a limited,
revocable, and nonexclusive right to create a hyperlink to our publicly
available website(s) and/or other free (non-paid) publicly available portions
of our Services, subject to the terms hereof, provided that the link does not
portray us or our products or services in a negative, false, misleading,
derogatory, or offensive matter, and provided you do not i-frame
them (except via the API as described in the preceding section) or alter the
content therein, or in any way imply a relationship therewith, nor use it in
any way other than as intended. You may not use any logo, trademark, or
tradename that may be displayed in our Services, or other proprietary content
or graphic image in the link without our prior written consent.
1.5.
Content and Affiliations
We are a privately owned and operated company, and do not
represent or speak for any governmental office or authority. You may acquire
additional products, services, and/or content of ours from our websites or
Services. We reserve the right to require that you agree enter into separate
agreements with us as a condition of your use and/or purchase of such
additional products, services, and/or content, which terms will apply in
addition to these Terms. Certain content within our Services may be licensed to
us and/or to you under the Creative Commons Attribution-Noncommercial 4.0
license (https://creativecommons.org/licenses/by-nc/4.0/) ("CC BY-NC 4.0"). We elect in our
sole discretion whether, how, when, and how frequently to update the data and
information within our Services.
2.
User Obligations
2.1.
Representations
You represent and warrant that all information that you provide to
us will be true, accurate, complete, and current, and that you have the right
to provide such information to us in connection with your use of the Services.
You must comply with the terms of any applicable policies posted in our
Services, including any acceptable use policy. If you are agreeing to these
Terms on behalf of an organization or entity, you represent and warrant that
you are authorized to agree to these Terms on that organization or entity’s
behalf and to bind them to these Terms (in which case, the references to “you”
and “your” refer to that organization or entity).
2.2. Use
Unless otherwise expressly set forth herein or otherwise mutually
agreed in writing, your use of any and all Services (including, without
limitation, subscription services and/or copies, downloads, PDFs, screenshots,
extracts, or other replications or summaries thereof) is for your internal use
only by one end user, and may not be resold, shared, redistributed, published,
posted publicly or remarketed in any way, or used in any way to circumvent the
general principle of one subscription per one user. You may only use the
Services in their original form, without alteration or combination with any
third-party products, services, or software, except as expressly authorized in
an applicable written contract. Collecting, gathering, or copying content from
our Services, in whole or in part, is strictly prohibited, whether manually or
via automated tools, such as scraping, spiders, bots, etc. Your violation of
this Section (or any provision in these Terms) will allow us to immediately
terminate and revoke your access and rights in and to any Services, including,
without limitation, canceling any of your paid subscriptions without refund.
2.3.
Restrictions
Subject to your compliance with these Terms, you may access and
use the Services during the term, except as may be limited by your
organization. Except as we otherwise agree in writing or to the extent a
restriction is prohibited by law, you agree not to do, and not to assist,
permit or enable any third party or application to do, any of the following:
3.
Company Rights
3.1. No
Obligation
Company has no obligation to monitor the Services. However, you
acknowledge and agree that Company has the right to monitor the Services
electronically from time to time, and to disclose any information as necessary
or appropriate to satisfy any law, regulation, or other governmental request;
to operate the Services properly; or to protect itself or its customers.
Company reserves the right to refuse to post or to remove any information or
materials, in whole or in part, that, in its sole discretion, are unacceptable,
undesirable, inappropriate, or in violation of these Terms.
4.
Disclaimers
4.1. This Is
Not Financial Advice
The Services, and the content, information, and tools therein, are
provided for educational, informational, and entertainment purposes only. We
are not securities brokers/dealers, cryptoasset
brokers/dealers, investment advisers, commodity trading advisors, or financial
advisers, analysts, or planners of any kind. We are neither licensed nor
qualified to provide investment or trading advice. The information contained
within the Services is not an offer to buy or sell any cryptoassets,
commodities, and/or securities. Nothing within the Services or on its
associated websites takes into account the particular
investment objectives, financial situations, or needs of individuals;
therefore, the information therein should not be construed as a personal
recommendation. For purposes of these
Terms, “cryptoasset” means “any digital asset
(including a virtual currency or virtual commodity) which is a digital
representation of value based on (or built on top of) a cryptographic protocol
of a computer network.”
4.2. We Are Not Soliciting Any Action
The information provided on the Services does not constitute
investment advice, financial advice, trading advice, or any other sort of
advice, and you should not treat any of the website's content as such. We do
not recommend that any cryptoassets, commodities,
and/or securities should be bought, sold, or held by you. Conduct your own due
diligence and consult your financial advisor before making any investment
decisions.
4.3. Do Your
Own Due Diligence
The information provided on the Services not intended as a
complete source of information on any particular company,
investment, asset or market. An individual should never make investment
decisions based solely on information contained within our Services or
associated media (or any service, website, book, tool
or app, for that matter). All users should assume that ALL INFORMATION PROVIDED
REGARDING COMPANIES, INVESTMENTS, ASSETS OR MARKETS IS NOT TRUSTWORTHY UNLESS
VERIFIED BY THEIR OWN INDEPENDENT RESEARCH.
4.4.
Reliability of Data
The contents of the Services and any associated media—data, text,
graphics, links and other materials—are based on
public information that we do not control. We do not represent that the content
of the Services is accurate or complete, and it should not be relied on as
such. The Services and associated media may contain inaccuracies, typographical
errors, and other errors. All information and materials are provided on an “as
is” and “as available” basis, without warranty or condition of any kind either
expressed or implied. We do not warrant the quality, accuracy, reliability,
adequacy, or completeness of any of such information and material, and
expressly disclaim any liability for errors or omissions in such information
and material. You understand that you are using any and all
information available here at your own risk. Opinions expressed herein are
merely opinions and merely as of the date of publication of those opinions, and may or may not be updated.
4.5. Investing
in Cryptoassets Is High Risk
Any individual who chooses to invest in cryptoassets
should do so with caution. Investing in cryptoassets
is speculative and carries a high degree of risk; you may lose some or all of the money that is invested, and if you engage in
margin transactions, your loss may exceed the amount invested.
4.6. Past
Performance Is No Guarantee of Future Results
Trading results can never be guaranteed. You should be suspicious
of anyone who promises you guaranteed results. The information provided on the
Services and associated media regarding the past performance of any cryptoassets, or strategy is only representative of
historical conditions in the marketplace and is not to be construed as a
guarantee that such conditions will exist in the future or that such
performance will be achieved in the future. The price and value of investments
referred to in the Services and associated media, and the income from them may
go down as well as up, and investors may realize losses on any investments.
Past performance is no guarantee of future results. Future returns are not
guaranteed, and a loss of original capital may occur.
4.7.
Suitability of Strategies Is Personal to Your Circumstances
The Services described herein may describe cryptoassets
not suitable for all investors and not be suitable for you or your situation.
You should seek advice from an independent financial advisor. None of the
content published in the Services constitutes a recommendation that any particular cryptoasset, security,
commodity, portfolio of securities, portfolio of commodities, transaction, or
investment strategy is suitable for any specific person. We are not advising
you personally concerning the nature, potential, value, or suitability of any particular cryptoasset, security,
commodity, portfolio of securities, portfolio of commodities, transaction,
investment strategy, or other matter.
4.8. Consider
Other Relevant Factors
While the Services may be of use to investors, traders, and others
in evaluating certain information about cryptoassets
it should not be considered to include every factor that may be necessary for
an investor or trader to make a decision to invest or
trade. A decision to invest or trade in a particular cryptoasset
may be based on a number of factors, including
investors’ needs, goals, and comfort with risk. Before making an investment
decision you should read all available disclosures published by the issuer.
Please also consider risks associated with the trading of cryptoassets
including volatility in the market and in individual assets. The Services may
provide results that identify cryptoassets by name,
and each name may contain a hyperlink to additional information. The additional
information may include, among other things, price and performance information,
and financial/accounting ratios. The Services are highly dependent upon data
provided by third parties, and we cannot guarantee such data’s accuracy,
timeliness, or fitness for a specific purpose. The data is subject to change
and revision by the third-party data providers. As with any investments through
any source, you must decide for yourself if an investment in any cryptoassets is consistent with your evaluation of the
asset, your investment objectives, your risk tolerance, your investment time
frame, and your financial situation. By making information about investments
available, we, and the Services, are not recommending or endorsing it.
4.9. Use
Qualified Advisors
We are not providing any financial or investment advice or
services via the Services and should not be relied upon as a substitute for
consultations with qualified professionals who are familiar with your
individual needs. Please consult your accountant, tax advisor, stockbroker,
and/or financial advisor as necessary. You acknowledge that the information on
the Website and other Services is provided “as is” for general information
only. You may use the Services for informational purposes only, as an aid, but
only as one information source among many, and not as the sole basis for making
any decisions; you should always conduct proper due diligence and use your own
judgment when making any decisions based on any information, analytics, or
reports derived from the Services.
4.10. For
Advisors or Brokers
If you use the Services to provide any services to any third
parties, such as, without limitation, if you are an investment adviser, trading
advisor, or broker of any kind, you are fully responsible for all services and
recommendations, and represent and warrant that you are appropriately qualified
and certified to do so, possessing all necessary licenses and permits to do so.
You will not state nor imply to any customer or client any responsibility of us
for any decisions or recommendations. In addition: (a) you (and not we) are
solely responsible for all advice, recommendations, or services you provide to
your clients, even if you use our Services in whole or in part to create such
advice; (b) we have no liability whatsoever to your clients; (c) we are not
responsible for any disputes between you and your clients; (d) you will not
state or imply to your clients anything contrary to all disclaimers, warranty
limitations, and limitations of liability, by us herein or otherwise with
respect to the Services.
4.11.
Additional Services
We may from time to time offer products and services as part of
the Services that provide you with additional features and functionality,
including, without limitation, the ability to participate in on-chain
governance for supported cryptocurrency assets via governance tooling (through
our product currently referred to as “Governor” or “Governance by Messari”). You may participate in these and similar Messari products and services by linking your digital
wallets on supported bridge extensions (e.g., MetaMask),
provided that you have downloaded a supported
electronic wallet extension. Any transactions initiated through the Services
are facilitated and run by third-party electronic wallet extensions and subject
to the terms and conditions and privacy policies of those third-party products
and services and Messari shall have no liability with
respect to the use of those third-party products or services. For the avoidance
of doubt, we do not store, send, or receive any cryptoassets,
and any transfer of ownership takes place outside of the Services.
4.12. Use of Artificial
Intelligence
At Messari, we may use artificial intelligence (“AI”) to improve or create content,
along with human workers, in connection with the Services. By using the
Services, you acknowledge that content partially or wholly created using AI may
be included in some of Messari's offerings.
5.
Account Access and Fees
5.1.
Registration
In order to access some features of the
Services, you may have to register or create an account. When creating your
account, you must provide accurate, current, and complete information. If we
believe the information you provide is not correct,
current, or complete, we have the right to refuse you access to the Services or
any of its resources, and to terminate or suspend your access at any time,
without notice. Registration or subscription to the Services, and payment of
any applicable fee, authorizes a single individual to use the Services unless
otherwise expressly stated.
5.2. User
Obligations
You are solely responsible for the activity that occurs on your
account, and you must keep your account password secure. You are solely
responsible for all charges incurred on your account, including applicable
taxes, fees, surchargers, and purchases made by you or anyone you allow to use
your account (including your children, family, friends, or any other person
with implied, actual, or apparent authority), or anyone who gains access to
your account as a result of your failure to safeguard your username, password,
or other authentication credentials or information. You must notify Company
immediately of any breach of security, or unauthorized use of your account.
Although Company will not be liable for your losses caused by any unauthorized
use of your account, you may be liable for the losses of Company or others due
to unauthorized use.
5.3.
Restrictions
You agree not to download any content, software, or services
unless you see a “download” or similar link displayed by Company on the
Services for that content. You agree not to copy, reproduce, distribute,
transmit, broadcast, display, sell, license, or otherwise exploit any content
for any other purposes without the prior written consent of Company or the
respective licensors of the content. Company and its licensors reserve all
rights not expressly granted in and to the Services and their content. You
agree not to circumvent, disable, or otherwise interfere with security-related
features of the Services; or features that prevent or restrict use or copying
of any content, or that enforce limitations on use of the Services or the
content therein.
5.4. Fees and
Payments
If and to the extent any portion of the Services may require a fee
payment, incremental payment, or subscription, you agree to pay Company any
applicable fees posted for the Services. By completing and submitting any
credit card or other payment authorization through the Services, you are
authorizing Company to charge the fees to the account you identify. You must
keep all billing information, including payment method, up to date. You agree
to pay us for all charges incurred under your account, including all applicable
taxes, fees, and surcharges. You authorize and direct us to charge your
designated payment method for these charges or, if your designated payment
method fails, to charge any other payment method you have on file with your
account. Further, you authorize and direct us to retain information about the
payment method(s) associated with your account. If we do not receive payment
from your designated payment method or any other payment method on file, you
agree to pay all amounts due upon demand by us. You will be responsible for
accrued but unpaid charges, even if your account is canceled by you or
terminated by us. During any free trial or other promotion, if any, you will
still be responsible for any purchases and surcharges incurred using your
account.
5.5.
Nonpayment
After 30 days from the date of any unpaid charges, your fee-based
Services will be deemed delinquent, and we may terminate or suspend your
account and Services for nonpayment. We reserve the right to assess an
additional 1.5% late charge (or the highest amount allowed by law, whichever is
lower) per month if your payment is more than 30 days past due, and to use any
lawful means to collect any unpaid charges. You are liable for any fees,
including attorney and collection fees, incurred by us in our efforts to
collect any remaining balances from you. Except as otherwise mutually agreed in
writing, we reserve the right to change our fees with 30 days’ notice.
5.6. Refunds
If you are a subscriber, you may access or modify your
subscription level on the Messari.io dashboard at any time.
6.
Duration of Term and
Termination
6.1. Duration
of Term
Once in effect, these Terms will continue in operation until
terminated by either you or us. However, even after termination, the provisions
of Sections 2, 5–16 of these Terms will remain in effect in relation to any
prior use of the Services by you as described in Section 6.3.
6.2.
Termination
You may terminate this Agreement at any time and for any reason by
providing notice to Company in the manner specified in this Agreement, or by
choosing to cancel your access to the Services using the tools provided for
that purpose within the Services. We may terminate this Agreement without
notice or, at our option, temporarily suspend your access to the Services, in the event that you breach this Agreement. Notwithstanding
the foregoing, Company also reserves the right to terminate this Agreement at
any time and for any reason by providing notice to you either through email or
other reasonable means.
6.3. Effects
of Termination
After termination of this Agreement for any reason, you understand
and acknowledge that Company will have no further obligation to provide the
Services or access thereto. Upon termination, all licenses and other rights
granted to you by this Agreement, if any, will immediately cease, but your
licenses to us will survive, including your agreement to the provisions of
Sections 2, 5-16 of these Terms, and certain of your obligations (including
payment obligations, if any) will survive in accordance with the terms hereof.
7.
Public Postings and
Licensed Materials
7.1. Public
Postings
Certain material you may post on our Services is or may be
available to the public, including, without limitation, any public profile
data, feedback, questions, comments, suggestions, uploads, blog entries,
ratings, reviews, images, videos, poll answers, etc., in any form or media,
that you post via the Services or otherwise (collectively, "Public Postings"). These Public
Postings will be treated as non-confidential and nonproprietary. You are
responsible for any Public Postings, and the consequences of sharing or
publishing such content with others or the general public.
This includes, for example, any personal information, such as your address, the
address of others, or your current location. WE ARE NOT RESPONSIBLE FOR THE
CONSEQUENCES OF PUBLICLY SHARING OR POSTING ANY PERSONAL OR OTHER INFORMATION
ON THE SERVICES.
7.2.
Submissions
Other content or communications you transmit to us, including,
without limitation, any feedback, data, questions, comments, suggestions, in
any form or media, that you submit to us via e-mail, the Services, or otherwise
(to the extent excluding any Personally Identifiable Information, collectively,
"Submissions"), will be
treated as non-confidential and nonproprietary.
7.3. User
Obligations
You are solely responsible for your own content, and any Public
Postings and Submissions. You affirm, represent, and warrant that you own or
have the necessary licenses, rights, consents, and permissions to publish
content you post or submit. You further agree that content you submit via
Public Postings or Submissions will not contain third-party copyrighted
material, or material that is subject to other third-party proprietary rights,
unless you have permission from the rightful owner of the material or you are
otherwise legally entitled to post the material, and to grant us all of the license rights granted herein. You further agree
that you will not submit to the Services any content or other material that is
contrary to any posted “community guidelines” or similarly titled document, if
any, which may be updated from time to time, or contrary to applicable local,
national, and international laws and regulations.
7.4.
Rights
By providing any Public Posting or Submission, you (a) grant to
Company a royalty-free, non-exclusive, perpetual, irrevocable, sub-licensable
right to use, reproduce, modify, adapt, publish, translate, create derivative
works (including products) from, distribute, and display such content
throughout the world in all media, and you license to us all patent, trademark,
trade secret, copyright, or other proprietary rights in and to such content for
publication on the Services pursuant to these Terms; (b) agree that we are free
to use any ideas, concepts, or techniques embodied therein for any purpose
whatsoever, including, but not limited to, developing and marketing products or
services incorporating such ideas, concepts, or techniques, without
attribution, without any liability or obligation to you; (c) grant to Company
the right to use the name that you submit in connection with such content. In
addition, you hereby waive all moral rights that you may have in any Public
Posting or Submissions.
7.5. Historical
Data and Listings
If you elect to voluntarily provide us, directly or indirectly,
any data or information (such as, without limitation, any historical or
current: (i) pricing data; (ii) transaction data;
(iii) business information; (iv) listings; (v) directory information, etc.)
(collectively, “Historical Data &
Listings”), you agree that we own our copy of such Historical Data &
Listings, and have a perpetual, irrevocable, non-exclusive, royalty free
license to use, publish, and distribute such Historical Data & Listings.
For example, and without limitation, if you supply us with a data feed of
transactions and prices for us to publish on our Services, in whole or in part,
whether or not in exchange for publicity (such as name attribution, logos, and/or
links to your website), then, even after the end of the relationship we reserve
the right (in our discretion) to continue to publish such data in perpetuity,
in whole or in part, in our Services.
Certain content from you, in Submissions and/or in Historical Data &
Listings, may also be subject to CC BY-NC 4.0, if and as applicable.
7.6.
Personally Identifiable Information
We will use reasonable efforts to protect the confidentiality of
certain personally identifiable information you submit to us (e.g., your
address and credit card information submitted by you initially for the purpose
subscribing to the Service) (“Personally
Identifiable Information”), in accordance with the Privacy Policy posted on
our website.
7.7. Content
May Not Be Considered Endorsements
We do not endorse any content submitted to the Services by any
user or other licensor, or any opinion, recommendation, or advice expressed
therein, and we expressly disclaim any and all
liability in connection with content. We do not permit copyright infringing
activities and infringement of intellectual property rights on the Services,
and we will remove all content if properly notified that such content infringes
on another's intellectual property rights as set forth herein below. We reserve
the right to remove content without prior notice. We reserve the right to
decide whether your content violates these Terms for reasons other than
copyright infringement, such as, but not limited to, pornography, obscenity, or
excessive length. We may at any time, without prior notice and in our sole
discretion, remove such content, and/or terminate a user's account or otherwise
block access for submitting such material in violation of these Terms.
7.8.
Marketing
You may not issue or release any announcement, statement,
press release, or other publicity or marketing materials relating to these
Terms, or otherwise use our’s trademarks, service marks, trade names, logos, domain
names or other indicia of source, affiliation, or sponsorship, in each case,
without our prior written consent. You hereby
grant Messari the express right to use your company's
name and logo in marketing, sales, public relations materials. Messari retains the express right to use your company's name
or logo in other communications to identify you as a customer of Messari’s data products. Without limiting the
foregoing, we may prepare a case study relating to
your access and use of the Services, including, but not limited to, one or more
testimonials from you or your users, aggregated data of the results of your use
of the Services, and other informational material as determined by us. You
agree to provide reasonable assistance to us and timely responses in our
preparation of said case study.
8.
Ownership
8.1.
Content
Unless otherwise stated, all content in our websites, or other
Services, is our property or the property of third parties. These contents are
protected by copyright as a collective work and/or compilation, pursuant to
U.S. copyright laws, international conventions, and other copyright laws.
8.2.
Rights
We, and our vendors and suppliers, as applicable, retain all
right, title, and interest in and to the Services, the websites, and all
information, content, Software, and other software and materials provided by or
on behalf of us including, but not limited to, all text; images; videos; logos;
button icons; audio clips; the look and feel of our websites, brands, and
logos; and any data compilations, including, without limitation, any data input
by or on behalf of us or our third-party providers, and any data to the extent
processed by, or resulting as an output of, the Services, and all Services
usage data, statistical data, or aggregated data collected or reported with respect
to the any part or all of the Services (including, without limitation, any
aggregated and anonymized data extracted or derived from the Service, including
all aggregated and anonymized usage data, statistical data, transactional data,
metadata, market data and other aggregated and anonymized data collected from
user data and files). We own the rights to any metadata we collect from or
about your use of the Services. Without limiting the generality of the
foregoing, we reserve the right to create and market public indexes, analysis,
or insights created from such data. You agree that you will not copy,
reproduce, distribute, or create derivative works from any information,
content, software, or materials provided by us, or remove any copyright or
other proprietary rights notices contained in any such information, content,
software, or materials without the copyright owner's prior written consent.
8.3. User
Feedback
Your feedback is welcome and encouraged. You agree, however, that
by submitting unsolicited ideas to us, you automatically forfeit your right to
any intellectual property rights in such ideas, and unsolicited ideas submitted
to us, or any of our employees or representatives, automatically become our
property.
9.
Confidentiality
9.1. Confidential
Information
From time to time, either party to these Terms (the "Disclosing Party") may
disclose or make available to the other (the "Receiving Party") non-public, proprietary, or
confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any
information that reasonably should be understood to be confidential given the
nature of the information and the circumstances of disclosure, including
non-public business, product, technology and marketing
information. Confidential Information does not include any information that: (i) is or becomes generally available to the public other
than as a result of the Receiving Party's breach of this confidentiality
section; (ii) is or becomes available to the Receiving Party on a
non-confidential basis from a third-party source, provided that such third
party is not and was not prohibited from disclosing such Confidential
Information; (iii) was in the Receiving Party's possession prior to the
Disclosing Party's disclosure thereof; or (iv) was or is independently
developed by the Receiving Party without using any of the Disclosing Party’s
Confidential Information.
9.2. Protection
and Use of Confidential Information
The Receiving Party shall: (i) protect
and safeguard the confidentiality of the Disclosing Party's Confidential
Information with at least the same degree of care as the Receiving Party would
protect its own Confidential Information, but in no event with less than a
commercially-reasonable degree of care; (ii) only use the Disclosing Party's
Confidential Information, and only permit it to be accessed or used, for the
purpose of exercising its rights or performing its obligations under these
Terms, for the purpose of exploring a business relationship (or changes to the
business relationship) between the parties, or for any other purpose consistent
with the Privacy Policy; and (iii) not disclose any of the Disclosing Party’s
Confidential Information to any person or entity, except to the Receiving
Party's service providers or financial/legal advisors who need to know the
Confidential Information and are bound to confidentiality obligations at least
as restrictive as those in these Terms.
9.3. Compelled
Access or Disclosure
If the Receiving Party is required by applicable law or legal
process to disclose any Confidential Information, it shall, prior to making
such disclosure, use commercially-reasonable efforts
to notify the Disclosing Party of such requirements to afford the Disclosing
Party the opportunity to seek, at the Disclosing Party's sole cost and expense,
a protective order or other remedy.
10.
No Warranty
If you are not completely satisfied with the Services, your sole
remedy is to cease using the Services. With respect to any fee-based Services,
if you signed up for designated term or timeframe, you will be responsible for
payment for the full term. If you did not subscribe for any minimum period,
then you may cancel at any time on 30 days’ advanced notice and cease to use
the Services, then you will not be charged any additional amounts after the
effective date of such termination. In any case, you will be responsible for any and all charges and activity accrued prior to your
Services termination date, and those obligations will survive your termination
of the Services.
OUR
SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
USE OF OUR SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR
THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR
LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICE IS ACCURATE, RELIABLE
OR CORRECT; THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICE WILL
BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT
ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICE IS FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS.
HYPOTHETICAL OR
SIMULATED PERFORMANCE RESULTS, AND/OR QUANTITATIVE MODELING, HAVE CERTAIN
LIMITATIONS. UNLIKE AN ACTUAL PERFORMANCE RECORD, SIMULATED OR MODELED RESULTS
DO NOT REPRESENT ACTUAL TRADING. ALSO, SINCE THE TRADES HAVE NOT BEEN EXECUTED,
THE RESULTS MAY HAVE UNDER- OR OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF
CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED TRADING PROGRAMS
AND/OR QUANTITATIVE ANALYSIS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY
ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE
THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFIT OR LOSSES SIMILAR TO THOSE
SHOWN.
YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE
DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICE OR ANY
DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICE. FEDERAL LAW, SOME STATES OR
PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF
CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE
TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH
VARY BY JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT
APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11.
Limitations of
Liability
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR
AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES,
CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE FOR ANY INDIRECT,
PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING
WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO
USE, OUR SERVICES. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY
DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED
ACCESS OR USE OF OUR SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED
THEREIN.
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR
RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE
OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;
(IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES; (V)
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR
THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY
CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY
CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH OUR
SERVICES; AND/OR (VII) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL
CONDUCT OF ANY THIRD PARTY.
IN
NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR
THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR
DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES,
OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU
PAID TO US HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS
LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED
ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS
AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS
WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF
LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY
APPLICABLE LAW.
12.
Indemnity
You agree to defend, indemnify, and hold us and our affiliates,
agents, suppliers or licensors (and our and their employees, contractors,
agents, officers and directors) harmless from and against any and all claims,
damages, obligations, losses, liabilities, costs or debt, and expenses
(including but not limited to attorney’s fees) arising from: (i) your access to or use of our Services; (ii) your
violation of any aspect of these Terms, including without limitation your
breach of any of your representations and warranties; (iii) your violation of
any third-party right, including without limitation any right of privacy or
intellectual property rights; (iv) your violation of any applicable law, rule
or regulation; (v) your willful misconduct; or (vii) any third party’s access
to or use of our Services with your username(s), password(s) or other security
code(s).
13.
Modifications
13.1. Modification
of Terms
Company may change these Terms from time to time. You will be
notified of any such changes via e-mail (if you have provided a valid email
address) or by our posting notice of the changes on the Services (which may
consist of publishing the changes on our website). Any such changes will become
effective when notice is received or when posted on the Services, whichever
first occurs. If you object to any such changes, your sole recourse will be to
terminate these Terms by cancelling your subscription or applicable
contract(s). Continued use of the Services following such notice of any such
changes will indicate your acknowledgement of such changes and agreement to be
bound by such changes.
13.2. Modifications
to Services
We reserve the right to modify or discontinue the Services at any
time with or without notice to you, including, without limitation, by adding or
subtracting features and functionality, third-party content, etc. In the event
of such modification or discontinuation of the Services, your sole remedy will
be to terminate these Terms as set forth herein. Continued use of the Services
following notice of any such changes will indicate your acknowledgement and
acceptance of such changes, and satisfaction with the Services as so modified.
14.
Third-party Consent and
Services
14.1. Third-Party
Content
Certain content (including, without limitation, advertisements) on
the Services may be supplied by third parties. Company does not have editorial
control over such content. Any opinions, advice, statements, services, offers,
or other information that constitutes part of the content expressed or made
available by third parties, including, without limitation, suppliers and
vendors, advertisers, or any customer or user of the Services, are those of the
respective authors or distributors, and not of Company or its affiliates, or
any of its officers, directors, employees, or agents. In many instances, the
content available on the Services represents the opinions and judgments of the
respective third parties, whether or not under
contract with Company. You may enter into
correspondence with or participate in promotions of such third parties, such as
advertisers promoting their products, services, or content on this site. Any
such correspondence or participation, including the delivery of and the payment
for products, services, or content, are solely between you and each such third
party. Company neither endorses nor is responsible for the accuracy or
reliability of any opinion, advice, submission, posting, or statement made on
the Services. Under no circumstances will Company or its affiliates, or any of
their respective officers, directors, employees, or agents, be liable for any
loss or damage caused by your reliance on any content or other information
obtained through the Services.
14.2.
Third-Party Services
OUR
SERVICE MAY CONTAIN LINKS TO THIRD-PARTY MATERIALS THAT ARE NOT OWNED OR
CONTROLLED BY US, WE MAY REFER YOU TO CERTAIN THIRD PARTIES WHO PROVIDE
INDEPENDENT SERVICES RELATING TO OR SUPPORTING YOUR USE OF OUR SERVICES, AND
CERTAIN FUNCTIONALITY OF OUR SERVICES MAY REQUIRE YOUR USE OF, OR MAY BE
COMPATIBLE WITH, THIRD-PARTY SERVICES, SITES, INFORMATION, MATERIALS, PRODUCTS,
APPLICATIONS, OR SERVICES (EACH, A "THIRD-PARTY
SERVICE"). IF YOU USE A THIRD-PARTY SERVICE, YOU ARE SUBJECT TO AND
AGREE TO THE THIRD PARTY’S TERMS OF SERVICE (OR OTHER APPLICABLE TERMS AND
CONDITIONS) AND PRIVACY POLICY MADE AVAILABLE BY OR VIA THE THIRD-PARTY
SERVICE. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH
THIRD-PARTY SERVICE (EVEN IF WE PERFORM A REVIEW OF THE FUNCTIONALITY OR
SECURITY OF SUCH A THIRD-PARTY SERVICE). IF YOU ACCESS A THIRD-PARTY SERVICE
FROM OR WITH THE SERVICES OR SHARE YOUR CONTENT ON OR THROUGH ANY THIRD-PARTY
SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND
OUR PRIVACY POLICY DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICES. YOU
EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY
THIRD-PARTY SERVICE.
15.
Intellectual Property
15.1. Trademark
Notice
MESSARI is a trademark
and service mark of Messari, Inc., or its parents or
subsidiaries. All rights reserved.
15.2. Digital
Millennium Copyright Act
We respect copyright
owners’ rights, and it is our policy to respond to alleged infringement notices
that comply with the Digital Millennium Copyright Act of 1998 ("DMCA").
If you believe that
your copyrighted work has been copied in a way that constitutes copyright
infringement and is accessible via the Services, please notify our copyright
agent as set forth in the DMCA. For your complaint to be valid under the DMCA,
you must provide all of the following information in
writing:
The
above information must be contained in your DMCA complaint and submitted to our
DMCA Agent using the following contact information:
Messari, Inc. (Attn: DMCA Agent)
Address: 228 Park Ave S PMB
52631 New York, NY 10003-1502
Email: legal@messari.io
UNDER
FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS APPEARING ON OUR
SERVICES IS INFRINGING, YOUR (OR THE COPYRIGHT OWNER’S) COPYRIGHTED WORK, MAY
BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING
MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please
note that the preceding requirements do not constitute legal advice. In
accordance with the DMCA and other applicable law, we have adopted a policy of
terminating, in appropriate circumstances, users who are deemed to be repeat
infringers. We may also at our sole discretion limit access to our Services
and/or terminate the accounts of any users who infringe any copyright and/or
intellectual property rights of others, whether or not
there is any repeat infringement.
16.
Export Controls
You
understand and acknowledge that our Services may be subject to export control
laws and regulations. You agree to comply with all applicable export and
re-export control and trade and economic sanctions laws, including the Export
Administration Regulations maintained by the U.S. Department of Commerce, trade
and economic sanctions maintained by the U.S. Treasury Department’s Office of
Foreign Assets Control (OFAC), and the International Traffic in Arms
Regulations maintained by the U.S. State Department. Neither you, nor any
person to which you make our Services available or that is acting on your
behalf, or, if you are an organization, any of your subsidiaries, or any of
your or their directors, officers or employees, or any person owning 50% or
more of your equity securities or other equivalent voting interests, is (i) a person on the Specially Designated Nationals and
Blocked Persons List or any other list of sanctioned persons administered by
OFAC or any other governmental entity, or (ii) located within or a resident of,
or a segment of the government of, any country or territory for which the
United States maintains trade and economic sanctions or embargoes. Any personal
information which we may collect via the Services may be stored and processed
in our servers located in the U.S. or in any other country in which we, or our
affiliates, subsidiaries, or agents maintain facilities. You consent to any
such transfer of personal information outside your country of residence to any
such location.
17.
Governing Law, Class
Action/Jury Trial Waiver, and Arbitration
17.1. Governing
Law
You agree that: (i) we will be deemed
solely based in Delaware; and (ii) the Services will be deemed passive, so that
they do not give rise to personal jurisdiction over us, either specific or
general, in jurisdictions other than Delaware. These Terms will be governed by
the internal substantive laws of the State of Delaware, without respect to its
conflict of laws principles. The parties acknowledge that these Terms evidence
a transaction involving interstate commerce. Notwithstanding the preceding
sentences with respect to the substantive law, any arbitration conducted
pursuant to these Terms will be governed by the Federal Arbitration Act (9
U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts
for the International Sale of Goods is expressly excluded. You agree to submit
to the personal jurisdiction of the federal and state courts located in
Wilmington, Delaware for any actions for which we retain the right to seek
injunctive or other equitable relief in a court of competent jurisdiction to
prevent the actual or threatened infringement, misappropriation or violation of
a our copyrights, trademarks, trade secrets, patents, or other intellectual
property or proprietary rights, as set forth in the Arbitration provision,
including any provisional relief required to prevent irreparable harm. You
agree that Wilmington, Delaware is the proper forum for any appeals of an
arbitration award or for trial court proceedings in the event
that the arbitration provision below is found to be unenforceable.
17.2. Arbitration
READ
THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR
DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. For any dispute with
us, you agree to first contact us at legal@messari.io and attempt to resolve
the dispute with us informally. In the unlikely event that we have not been
able to resolve a dispute we have with you after sixty (60) days, we each agree
to resolve any claim, dispute, or controversy (excluding any claims for injunctive
or other equitable relief as provided below) arising out of or in connection
with or relating to these Terms, or the breach or alleged breach thereof
(collectively, “Claims”), by binding
arbitration by JAMS, under the Optional Expedited Arbitration Procedures then
in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will
be conducted in Wilmington, Delaware, unless you and we agree otherwise. If you
are using our Services for commercial purposes, each party will be responsible
for paying any JAMS filing, administrative, and arbitrator fees in accordance
with JAMS rules, and the award rendered by the arbitrator will include costs of
arbitration, reasonable attorneys’ fees and reasonable
costs for expert and other witnesses. If you are an individual using our
Services for non-commercial purposes: (i) JAMS may
require you to pay a fee for the initiation of your case, unless you apply for
and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the
arbitrator may include your costs of arbitration, your reasonable attorney’s
fees, and your reasonable costs for expert and other witnesses; and (iii) you
may sue in a small claims court of competent jurisdiction without first
engaging in arbitration, but this does not absolve you of your commitment to
engage in the informal dispute resolution process. Any judgment on the award
rendered by the arbitrator may be entered in any court of competent
jurisdiction. NOTHING IN THIS
SECTION WILL BE DEEMED AS PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER
EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR
THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY,
INTELLECTUAL PROPERTY RIGHTS, OR OTHER PROPRIETARY RIGHTS.
17.3. Class
Action/Jury Trial Waiver
WITH
RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED
OR USED OUR SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS
MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY
GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO
CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT
CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO
THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO
PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL
ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
18.
General
18.1. Compliance
You must comply with all laws, rules, and regulations, now or
hereafter promulgated by any government authority or agency that are applicable
to your use of the Services or the transactions contemplated in these Terms.
18.2. Assignment
These Terms, and any rights and licenses granted hereunder, may
not be transferred or assigned by you without our
prior express written consent, but may be assigned by us without restriction.
Any attempted transfer or assignment in violation hereof will be null and void.
18.3. Notification
Procedures and Changes to These Terms
We may provide notifications, whether such notifications are
required by law or are for marketing or other business-related purposes, to you
via email notice, written or hard copy notice, or through posting of such
notice on our website, as we determine in our sole discretion. We reserve the
right to determine the form and means of providing notifications to our users, provided that you may opt out of certain notifications as
required under applicable laws or as described in these Terms or our Privacy
Policy. We are not responsible for any automatic filtering you or your network
provider may apply to email notifications we send to the email address you
provide us. We may, in our sole discretion, modify or update these Terms from
time to time, and so you should review this page periodically. When we change
these Terms in a material manner, we will notify you that material changes have
been made to these Terms. These Terms apply to and govern your access to and
use of our Services effective as of the start of your access to or use of our
Services, even if such access or use began before publication of these Terms.
Your continued use of our Services after any such change constitutes your acceptance
of the new Terms of Service. If you do not agree to any part of these Terms or
any future Terms of Service, do not use or access (or continue to access) our
Services.
18.4. Entire
Agreement/Severability
These Terms, together with any amendments and any additional
agreements you may enter into with us in connection
with the Services, will constitute the entire agreement between you and us
concerning the Services. None of our employees or representatives are
authorized to make any modification or addition to these Terms. Any statements
or comments made between you and any of our employees or representatives are
expressly excluded from these Terms and will not apply to you or us or your use
of the Services. If any provision of these Terms is deemed invalid by a court
of competent jurisdiction, the invalidity of such provision will not affect the
validity of the remaining provisions of these Terms, which will remain in full
force and effect, except that in the event of unenforceability of the universal
Class Action/Jury Trial Waiver under Section 17.3, the entire arbitration
agreement under Section 17.2 will be unenforceable.
18.5. No Waiver
No waiver of any term of these Terms will be deemed a further or
continuing waiver of such term or any other term, and our failure to assert any
right or provision under these Terms will not constitute a waiver of such right
or provision.
18.6. California
Residents
The provider of the
Services is Messari, Inc. If you are a California
resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints
to the Complaint Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs by contacting them in writing at 1625
North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800)
952-5210, or online at https://www.dca.ca.gov/consumers/complaints/dcaform.pdf.
18.7. Contact
If you have any questions about
these Terms, please contact us at legal@messari.io.