Terms of Service
Last Modified: October 11,
2022
You can find the previous version of our Terms of
Service here.
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.
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.
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.
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.
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.
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
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:
a. Upload,
post, publish, reproduce, transmit, or distribute in any way any component of
the Services itself or derivative works with respect thereto;
b. Sell,
resell, lease, license, sublicense, distribute, redistribute, copy, duplicate,
or otherwise transfer or exploit for commercial purposes, directly or
indirectly, any portion of the Services, or access to them;
c. Make any
derivative works based, in whole or in part, on any portion or all of the
Services;
d. Download or
otherwise obtain a copy of the Services in any form, or mirror, cache, or store
any pages or portions of the Services;
e. Reverse
engineer, reverse compile, decompile, disassemble, or translate, exploit, or
otherwise derive the source code of the Services, or otherwise modify the
Services or create derivative works of the Services;
f. Use, or
authorize or permit the use of, the Services on behalf of any third party or
for any purpose other than as expressly permitted in these Terms or other
applicable agreement with Company;
g. Portray
Company or any company affiliated with the Company in a negative manner or
otherwise portray its Services in a false, misleading, derogatory, or offensive
manner;
h. Co-brand
any portion of the Services, or otherwise imply any relationship with or
endorsement of your brands or services;
i. Remove,
alter, or obscure any titles, product logo or brand name, trademarks, copyright
notices, proprietary notices or other indications of the intellectual property
rights and/or our rights and ownership thereof, whether such notice or
indications are affixed on, contained in or otherwise connected to the software
or on any copies made in accordance with these Terms;
j. Use,
authorize, or permit the use of, the Services in any manner that could damage,
disable, overburden, or impair our servers, or otherwise interfere with or
disrupt the integrity or performance of the Services;
k. Restrict,
inhibit, or otherwise interfere with any other user's use or enjoyment of the
Services;
l. Access, or
attempt to gain unauthorized access to, the Services, or related systems or
networks (including methods such as password mining, data mining, robots, or
other similar data gathering and extraction tools or processes), or through any
automated means (including use of scripts or web crawlers);
m. Use
i-frames, webpage frames, or any similar framing, to enclose, capture, or
distribute any part of the Services;
n. Use a false
email address, impersonate any person or entity, forge e-mail headers,
including other attempts to disguise the origin of any communication, mislead
as to the source of the information you provide to the Services, or post or
transmit any photograph or likeness of another person without that person's
consent, if and to the extent necessary under applicable laws;
o. Use, or
authorize or permit the use of, the Services to perform any activity (including
posting or transmitting) which is or may be, directly or indirectly, unlawful,
fraudulent, libelous, defamatory, obscene, pornographic, vulgar,
sexually-orientated, profane, threatening, abusive, hateful, offensive, false,
misleading, derogatory, or otherwise objectionable in any way, including,
without limitation, any transmissions constituting or encouraging conduct that
would constitute a criminal offense, give rise to civil liability, or otherwise
violate any local, state, national or foreign law, including, without
limitation, the U.S. export control laws and regulations;
p. Post or
otherwise transmit any materials that contain URLs or links to websites that
compete with the Services, or other competitive content or references;
q. Post, send,
process, or store material containing software viruses, worms, Trojan horses,
or other harmful or malicious computer code, files, scripts, agents, or
programs;
r. Post or
transmit any advertisements, solicitations, chain letters, pyramid schemes,
investment opportunities or schemes, or other unsolicited commercial
communication (except as otherwise expressly permitted by Company), or engage
in spamming or flooding, or use email addresses obtained from the Services for
solicitation purposes of any kind, whether directly or indirectly;
s. Post,
publish, transmit, reproduce, distribute, or in any way exploit any
information, software, or other material obtained through the Services for
commercial purposes (other than as expressly permitted by the Services and by
the provider of such information, software, or other material);
t. Upload,
post, publish, transmit, reproduce, or distribute in any way, information,
software, or other material obtained through the Services which is protected by
copyright or other proprietary right, or derivative works with respect thereto,
without obtaining permission of the copyright owner or rightsholder, or which
otherwise violates or infringes the rights of others, including, without
limitation, patent, trademark, trade secret, copyright, publicity, or other
proprietary rights; or
u. Copy,
duplicate, or imitate, in whole or in part, any concept, idea, business model,
business process, product, service, or other intellectual property, or ideas or
content embodied in the Services or learned by you from your use of or access
to the Services.
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.
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.
a. General
policy: We assess refund or credit requests on a case-by-case basis. If issued,
you will receive a partial return, subject to a 10% fee, or a pro-rated refund,
whichever is lesser.
b. Limitations:
We are not obligated to provide a refund or credit, for any reason whatsoever,
if: you changed your mind about a product or subscription; you purchased a
subscription by mistake; you failed to cancel your free trial before getting
charged; you do not have sufficient expertise to use a product or subscription;
OR you cannot access the product(s) or subscription due to your inability to
log in, excluding extenuating circumstances that impact the broader subscriber
base or community.
c. Payment
terms: If we do decide to issue a refund or credit, it will be in the form of
original payment, where possible, and in US dollars (we are not responsible for
conversion costs or related fees in connection with such refund).
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
Neither party may issue or release any announcement, statement,
press release, or other publicity or marketing materials relating to these
Terms, or otherwise use the other party’s trademarks, service marks, trade
names, logos, domain names or other indicia of source, affiliation, or
sponsorship, in each case, without the prior written consent of the other
party, which consent will not be unreasonably withheld, conditioned, or
delayed, provided, however, that we may, without your consent, include your
name and/or other indicia in our lists of current or former customers in
promotional and marketing materials. Additionally, 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:
a. An
electronic or physical signature of a person authorized to act on behalf of the
copyright owner;
b. Identification
of the copyrighted work that you claim has been infringed;
c. Identification
of the alleged infringing material and where it is located on the Services;
d. Information
reasonably sufficient to permit us to contact you, such as your address,
telephone number, and, e-mail address;
e. A statement
that you have a good faith belief that the Services’ use of the material in the
manner you complained of is not authorized by the copyright owner, the
copyright owner’s agent, or law; and
f. A
statement, made under penalty of perjury, that the information you provided in
your DMCA complaint is accurate, and that you are the copyright owner or that
you are authorized to act on behalf of the owner.
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.