Terms of Service

Latest Update: 13 January 2022

These terms of use (“Terms”) are a binding legal agreement with you. Read them carefully. If you object to any Terms, do not use the Site, Services or Software. Your use thereof constitutes your acceptance of the Terms.

References in these Terms to “Company”, “we”, “us”, “our” and derivations thereof mean defiQ, Inc. and its operations and Services whether provided under its legal name or any trade or brand name, such as Giddy.

References in these Terms to “you”, “your” and derivations thereof means each person who visits this site and any other sites of Company (collectively, the “Site”) or uses the applications and software on it or downloaded from it (the “Software”), as well as other services and resources available or enabled via the Site, (each a “Service” and collectively, the “Services”, which term includes the Software and the Site). References to “you” also means the legal entity on whose behalf you visit the Site and obtain any Services.

By using Services, you are deemed to represent to us that you have read, understand, and agree to be bound by the Terms, you are of legal age to form a binding contract with Company, and you have the authority to enter into the Terms personally or on behalf of the legal entity on whose behalf you are using the Services.

You are waiving certain legal rights by using the Services. Disputes between you and Company will be submitted to binding arbitration. You can pursue claims and obtain relief against us only on an individual basis, not as a plaintiff or member in any class or representative action. You are also waiving your right to have your claim heard in a court of law before a jury.

We may modify these Terms at any time in our sole discretion. You consent to the updated Terms by your visitation and or use of the Site or Services following the release of updated Terms.

RISKS AND WARNINGS

WE ARE NOT A BANK, FINANCIAL INSTITUTION OR CONSULTING FIRM AND DO NOT PROVIDE INVESTMENT, TAX, CONSULTING OR FINANCIAL ADVICE OR SERVICES.

WE ARE SOLELY A TECHNOLOGY CONDUIT BY WHICH YOU MAY ACCESS CERTAIN CRYPTO ASSETS (FUNGIBLE AND NON-FUNGIBLE) AND RELATED FINANCIAL RETURNS, RISKS AND OUTCOMES, INCLUDING, WITHOUT LIMITATION, THOSE DERIVED FROM THIRD-PARTY PROVIDERS OF STAKING, YIELD FARMING, MINING AND LIQUIDITY POOL OPPORTUNITIES (COLLECTIVELY, “OPPORTUNITIES”).

YOU DECIDE WHICH OPPORTUNITIES ARE APPROPRIATE FOR YOU. YOU BEAR THE BENEFITS AND RISKS OF YOUR DECISIONS AND THOSE OPPORTUNITIES. YOU MAY NOT RELY ON US FOR THE PERFORMANCE OF THOSE OPPORTUNITIES YOU CHOOSE.

WE ARE NOT YOUR ADVISOR OR FIDUCIARY. WE ARE SOLELY AN ARMS’ LENGTH CONTRACTUAL SERVICE PROVIDER. WE DO NOT OWN, CONTROL, OVERSEE OR HAVE RESPONSIBILITY FOR OPPORTUNITIES YOU ACCESS. ACCORDINGLY, WE ARE NOT RESPONSIBLE FOR YOUR OUTCOMES OR ANY LOSS YOU INCUR.

WE DO NOT VOUCH FOR, RECOMMEND OR PROVIDE ANY ADVICE AS TO THE SECURITY, RISKS OR RETURNS OF ANY PURCHASE OR DEPLOYMENT OF FUNDS THROUGH USE OF THE SERVICES. YOU SHOULD NOT RELY ON OUR NEWS FEED, SOCIAL MEDIA POSTS, INFORMATIONAL MATERIALS OR OTHER PUBLISHED INFORMATION AS SUCH. THEY ARE EDUCATIONAL AND INFORMATIONAL IN NATURE AND DO NOT CONSTITUTE FINANCIAL ADVICE.

CRYPTOCURRENCIES AND YIELD DERIVED FROM STAKING, YIELD FARMING, MINING AND LIQUIDITY POOL OPPORTUNITIES ARE HIGHLY VOLATILE AND CONSTITUTE HIGH RISK ACTIVITIES WHICH YOU SHOULD NOT UNDERTAKE UNLESS YOU ARE ABLE TO WITHSTAND THE LOSS OF ALL OF YOUR DEPLOYED FUNDS.

NEITHER YOUR DEPLOYED FUNDS NOR THE YIELD DERIVED FROM SUCH ACTIVITIES IS INSURED OR GUARANTEED BY ANY GOVERNMENT AGENCY OR FUND.

THE COMPARATIVELY GREATER RETURNS DERIVED FROM SUCH ACTIVITIES COMPARED TO TRADITIONAL BANK DEPOSITS REFLECTS THE GREATER RISKS YOU ACCEPT, INCLUDING COUNTERPARTY CREDIT RISK, SYSTEMIC AND OPERATIONAL RISKS, FRAUD RISK, HACKING, RUG PULLS, SMART CONTRACT BASED RISKS AND CRYPTOCURRENCY AND PROJECT RISKS.

WE DO NOT SANCTION, RECOMMEND OR APPROVE OF ANY OPPORTUNITY MERELY BECAUSE WE LINK TO IT VIA THE SERVICES. SUCH LINKAGES ARE DETERMINED BASED ON OPERATIONAL AND TECHNICAL ISSUES AND DO NOT CONNOTE OUR ASSESSMENT OR APPROVAL OF SUCH THIRD PARTY OPPORTUNITY. YOU SHOULD SEEK INDEPENDENT LEGAL, INVESTMENT, TECHNOLOGICAL AND TAX ADVICE REGARDING ALL OF YOUR DECISIONS.

1. Use of the Services.

The Site, Software and Services, and the information and content available therein (“Company Content”) are protected by copyright laws and trade secret protection, among other intellectual property rights. Subject to the Terms, Company grants you a limited license to use our Company Content solely as required to use the Services for your personal purposes. Your right to use any Company Content is subject to these Terms. You have no right to any Company Content or to Company’s Site, software or services except as set out in these Terms.

Subject to your compliance with the Terms, Company grants you a non-assignable, non-transferable, non-sublicensable, revocable, and non-exclusive license to use the Software on computers you own or control solely for your personal purposes.

You are responsible for the security of the device on which it is installed, including ensuring that you keep anti-virus Software current and otherwise protect the device on which the Software is installed against malware. Company is not responsible for any loss or damages – including loss of funds or lockout from accounts accessed via the Software – resulting from your failure to keep the device on which the Software is installed safe and free of any malware. Company cannot recover passwords or unlock account information stored on the Software in any circumstances, including if the Software is compromised by malware on your computer, and it is your sole responsibility to take all reasonable precautions to secure and backup your copy of the Software and the information stored on it. Company cannot recover passwords used to log into the Software via any social media and any other third party providers. Under very limited circumstances, the Company might be able to assist you in your efforts to recover a private key but no assurance can be provided that such endeavors will be forthcoming or if forthcoming will be successful.

1.1 Updates. The Software and Services are evolving and you may be required to accept or install updates to the Software or Services or update third-party Software (i.e., browsers or OS) in order to keep using the Software or Services or access their latest features, including security updates. We may update the Software and Services at any time, without providing notice.

1.2 Certain Restrictions. By accessing the Services, you agree not to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host, make available or otherwise commercially exploit the Site, Software or Services or Company Content, or any portion thereof, including on a service bureau or equivalent basis; (b) remove or modify any trademark, logo, or other Company Content, (including images, text, page layout or form); (c) use any metatags or other “hidden text” using Company name or trademarks, logo or Company Content; (d) search for, access or change, modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services or Software; (e) use any manual or automated Software, devices or other processes (including spiders or other data mining tools) to “scrape” or download data from any web pages in the Site; (f) access the Site, Services, or Software in order to build a similar or competitive Site, Services, or Software; (g) copy, reproduce, distribute, republish, download, display, post or transmit any Company Content except as expressly permitted herein; and (h) remove or destroy any copyright notices or other proprietary markings contained on or in the Services or Company Content. Company, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Services terminates the licenses granted by Company herein.

1.3 Third Party Providers.

The Services may incorporate, or may provide access to, applications or materials that are hosted by another party, including (i) crypto assets, such as Ethereum and Bitcoin, (ii) centralized and decentralized cryptocurrency exchanges (for token-to-token exchanges), Wyre Payments, Inc. (sendwyre.com), Amazon Web Services, Torus, Digital Ocean, Google, MailChimp, WordPress, Slack (iii) your wallet and other third party account, clearing, custody and service providers (collectively, “Third Party Providers” and their services “Third Party Services”). You understand and agree that all cryptocurrency exchanges provided through the Services are executed by Third Party Providers, and that Company does not itself directly exchange virtual currencies as of the date of these terms. Access to Third Party Providers may be geo-blocked for residents of certain countries and certain states of the United States. There can be no assurance that any security measures that we or Third Party Providers have implemented will be effective against current or future security threats. NEVER STORE YOUR PRIVATE KEY IN NON-SECURE SYSTEMS (E.G. EMAIL). NEVER SHARE YOUR PRIVATE KEY WITH ANYONE. WE WILL NEVER ASK YOU TO DISCLOSE YOUR PRIVATE KEY. Third Party Providers are available to you, subject to the terms and conditions of each Third Party Provider. To the extent Third Party Providers have terms that differ from these Terms, you may be required to agree to those terms in order to access their services. We do not control the terms, policies, or performance of any third party, and are not responsible for their performance, or failure to perform, their services, including exchange rates, processing of transactions, and similar activities. We do not provide customer support for transactions performed on Third Party Provider’s Software, Site, or Services. When you leave the Company Software and access the third-party’s software, their terms of service govern the transaction.

1.4 User Content. You are responsible for all data and information provided or uploaded by you to the Services (“User Content”), whether publicly posted (i.e., in a user forum, if applicable) or privately transmitted (i.e., to us in connection with a support request). You are solely responsible for the accuracy and completeness of User Content you submit, and represent and warrant that you have all rights required in order to post such User Content. We may, in our sole discretion, delete any User Content that we determine violates these Terms. To the extent that you provide us with or we may have access to any information that allows us to identify you or any other individual (“Personal Information”) in connection with your use of the Services, we will preserve, safeguard, and use such information as set forth in our Privacy Policy.

1.5 Necessary Equipment and Software. You must provide all equipment and Software necessary to connect to use the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing or using the Services.

2. Responsibilities. You must not circumvent, disable or otherwise interfere with any security related features of, or permit any third parties or other persons to access our Site, Services or Software. You shall not (i) continue to use the Site, Services or Software if we have suspended or banned you from doing so or (ii) advocate, promote or engage in any illegal or unlawful conduct, including any criminal activity, fraud or money laundering, or conduct that causes damage or injury to any person or property. We may monitor the transactions you execute and perform checks on the assets that you access or transmit in order to comply with our responsibilities, applicable law and reasonable commercial conduct. Failure to comply with the Terms may result in our taking all or any of the following actions (with or without notice): immediate, temporary or permanent withdrawal of your right to use our Site, Software or Services; issuing of a warning to you; legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; disclosure of such information to law enforcement authorities as we reasonably feel is necessary. The foregoing responses are not limited, and we may take any other action we deem appropriate.

3 Ownership.

3.1 Generally. Company and its suppliers own all right, title and interest in and to the Company content contained within the Software, Site, and Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Company Content.

3.2 Trademarks. DeFiQ, Inc., Giddy, and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Company and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Site or Services are the property of their respective owners.

3.3 User Content. You own your User Content. By posting, displaying, sharing or distributing User Content on or through the Software, Site, or Services, you grant us, and any Third Party API Provider used in connection with the Services, a nonexclusive license to use the User Content solely for the purpose of operating the Services. Except as prohibited by applicable law, we may disclose any information in our possession (including User Content) in connection with your use of the Services, to (a) comply with legal process; (b) enforce these Terms, (c) respond to your requests for customer service, or (d) protect the rights, property or personal safety of Company, our employees, directors or officers, partners and agents, or members of the public.

4. Feedback. You may provide ideas, suggestions, documents, and/or proposals about the Site, Software or Services to Company through any means (“Feedback”), and you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and sublicensable right and license to use Feedback for any legitimate purpose.

5. User Conduct. You may not use the Site, Software or Services for any purpose that is prohibited by the Terms or applicable law. You will not (and will not permit any third party to) take any action or make available any content on or through the Site, Software, or Services that: (a) infringes any intellectual property rights of any person or entity; (b) is unlawful, threatening, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or offensive; (c) is unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Company; (f) interferes with the proper functioning of the Software, Site, or Services; (g) engages in any potentially harmful acts directed against the Software, Site, or Services, including violating any security features, introducing viruses, worms, or similar harmful code into the Software, Site, or Services; or (h) attempts to do any of the foregoing.

6. Investigations. Although Company does not generally monitor user activity on the Software, Site or Services, if Company becomes aware of any possible violations by you of any provision of the Terms, Company may investigate such violations, at its sole discretion; take any of the actions set forth in Section 10 below.

7. Indemnification. You agree to indemnify and hold Company harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Software, Site, or Services; (b) your violation of the Terms; (c) your violation of any rights of another party, including any other users of the Software, Site, or Services; or (d) your violation of any applicable laws, rules or regulations. Company may, at its own cost, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any Company Party for any fraud, gross negligence, or willful misconduct in connection with the Services.

8. Disclaimer of Warranties.

8.1 As Is. THE SOFTWARE, SITE, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE, SERVICES, AND SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ALL RISK OF USE OF THE SITE, SERVICES, AND SOFTWARE RESTS ENTIRELY WITH YOU.

8.2 Beta Releases. FROM TIME TO TIME, COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES, WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION. WE DO NOT GUARANTEE AVAILABILITY OF THE SERVICES WHEN YOU WISH TO USE THEM.

8.3 Third Party Conduct. COMPANY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON OR ACCESSED VIA THE SOFTWARE, SITE, OR SERVICES, INCLUDING THE USE OFTHIRD PARTY PROVIDERS’S SOFTWARE AND OR SERVICES. THE RISK OF INJURY FROM USE OF SUCH THIRD PARTY SOFTWARE AND SERVICES RESTS ENTIRELY WITH YOU.

9. Limitation of Liability.

9.1 Disclaimer. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOST PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED.

9.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO YOU FOR DAMAGES ARISING OUT OF THE USE OF OUR SOFTWARE, SITE, OR SERVICES EXCEEDING THE LESSER OF (I) $1,000 AND (II) THE AMOUNT YOU HAVE PAID US.

9.3 Exceptions. The limitations in Sections 9.1 and 9.2 will not apply to damages caused by our fraud, gross negligence, or willful misconduct, or to the extent such limitations are precluded by applicable law (in which case Company’ liability will be increased to the minimum amount required to comply with such law).

10. Term and Termination.

10.1 Term. The Terms remain in full force and effect for so long as you access or use the Software, Site, or Services, unless terminated earlier.

10.2 Termination by Company. Company may, at any time and for any reason, cease providing any or all of the Software, Site, or Services, and/or terminate the Terms. Without limiting the foregoing, we may also terminate your access to any or all Services and Company Content.

10.3 Termination by You. Except as set forth in Section 9.4, these Terms will be of no further force and effect with respect to you if you cease all use of the Services and Software and no longer visit the Site.

10.4 Effect of Termination. Upon termination of any Service, your right to use the Software, Site, and Service will automatically terminate immediately. Company will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms which by their nature should survive termination of Services will do so, including Sections 2, 6, 7, 8, 9, 10, 11 and 12. Termination shall not affect your obligation to pay us fees and expenses owed by you.

11. Dispute Resolution.

11.1 Applicability of Arbitration. You agree that any dispute or claim relating in any way to your access or use of the Site, Services, or Software, or to any aspect of your relationship with Company, will be resolved by binding arbitration, rather than in a court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Company may seek equitable relief in court for any injunction or for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH COMPANY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST COMPANY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, YOU MAY BRING YOUR CLAIMS AGAINST COMPANY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS, INCLUDING THIS ARBITRATION AGREEMENT.

11.2 Arbitration Rules and Forum. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us at our address on our website. The arbitration will be conducted by the American Arbitration Association or, if mutually agreed in writing by the parties, an alternative dispute resolution service provider. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All arbitration pleadings and proceedings will be conducted in English.

11.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency will have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. Any arbitrator shall have experience in the field of distributed ledger technology and financial matters involved in cryptocurrencies. Any arbitrator also shall be a licensed member of the bar of a state in the United States unless otherwise agreed in writing by both parties. Each party shall bear its attorney’s fees and expenses, except that the arbitrators shall be entitled to award the successful party such fees and expenses as a result of a determination that the claims and positions of the other party would have violated Rule 11 of the Federal Rules of Civil Procedure if they had been asserted in U.S. Federal Court. The arbitrator shall not be permitted to award punitive damages. The arbitration shall be conducted in New York, New York, or in such other city in the United States of America as the parties to the dispute may designate by mutual written consent. At any oral hearing of evidence in connection with the arbitration, each party thereto or its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses of any opposing party. No evidence of any witness shall be presented in any form unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties to the dispute otherwise agree in writing. Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law any rights to appeal or to seek review of such award by any court or tribunal. The parties also agree that judgment upon such award may be entered in any court of competent jurisdiction.

11.4 Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 10.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

11.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATE WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Section 10.7.

11.6 Severability. If any part of this Arbitration Agreement is found under the law to be invalid or unenforceable, then such part will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

11.7 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

11.8 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Company.

12. General Provisions.

12.1 Electronic Communications. Communications between you and Company use electronic means, whether made via the Site or Services or sent via e-mail, or whether Company posts notices on the Site or Services. For contractual purposes, you (1) consent to receive communications from Company in an electronic form; and (2) agree that all Terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

12.2 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’ prior written consent.

12.3 Force Majeure. Company will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, pandemics, health emergencies, cyberattacks, hacking, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

12.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Site, Services or Software, please contact us via the support links of the Company website.

12.5 Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in the state, city and county of New York.

12.6 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.

12.7 Notice. Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company as provided on its website.

12.8 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.9 Severability. If any portion of these Terms is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

12.10 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, Services or technology provided by Company are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Company products, Services or technology, either directly or indirectly, to any country in violation of such laws and regulations

12.11 Consumer Complaints. In accordance with California Civil 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.

12.12 Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.