Terms of Service

 

Last Modified: May 5, 2023

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

 

1.1.          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:

  1. Upload, post, publish, reproduce, transmit, or distribute in any way any component of the Services itself or derivative works with respect thereto;
  2. 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;
  3. Make any derivative works based, in whole or in part, on any portion or all of the Services;
  4. Download or otherwise obtain a copy of the Services in any form, or mirror, cache, or store any pages or portions of the Services;
  5. 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;
  6. 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;
  7. 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;
  8. Co-brand any portion of the Services, or otherwise imply any relationship with or endorsement of your brands or services;
  9. 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;
  10. 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;
  11. Restrict, inhibit, or otherwise interfere with any other user's use or enjoyment of the Services;
  12. 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);
  13. Use i-frames, webpage frames, or any similar framing, to enclose, capture, or distribute any part of the Services;
  14. 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;
  15. 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;
  16. Post or otherwise transmit any materials that contain URLs or links to websites that compete with the Services, or other competitive content or references;
  17. Post, send, process, or store material containing software viruses, worms, Trojan horses, or other harmful or malicious computer code, files, scripts, agents, or programs;
  18. 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;
  19. 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);
  20. 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
  21. 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.

 

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.

  1. 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.
  2. 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.
  3. 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

 

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:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the alleged infringing material and where it is located on the Services;
  4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
  5. 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
  6. 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.