THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 13. PLEASE READ THE AGREEMENT CAREFULLY.
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms.
OpenRelay is a global platform and by accessing the Content or Services, you are representing and warranting that, you are of the legal age of majority in your jurisdiction as is required to access such Services and Content and enter into arrangements as provided by the Service. You further represent that you are otherwise legally permitted to use the service in your jurisdiction including owning cryptographic tokens of value, and interacting with the Services or Content in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that OpenRelay is not liable for your compliance with such laws.
You expressly understand and agree that your use of the Service is at your sole risk. The Service (including the Service and the Content) are provided on an "AS IS" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge that OpenRelay has no control over, and no duty to take any action regarding: which users gain access to or use the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release OpenRelay from all liability for you having acquired or not acquired Content through the Service. OpenRelay makes no representations concerning any Content contained in or accessed through the Service, and OpenRelay will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
By utilizing the Service or interacting with the Content or platform in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum Token Standard and blockchain-based software systems.
OpenRelay and ETH could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of OpenRelay to continue to develop, or which could impede or limit your ability to access or use the Service or Ethereum blockchain.
You acknowledge and understand that Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and Services of Content, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, OpenRelay intends to update the protocol underlying Services to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using the Service or accessing Content, you acknowledge these inherent risks.
You understand that Ethereum and other blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. You acknowledge these risks and represent that OpenRelay cannot be held liable for such fluctuations or increased costs.
You acknowledge that Ethereum applications are code subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Services or Content and the trustworthiness of any third-party websites, products, smart-contracts, or Content you access or use through the Service. You further expressly acknowledge and represent that Ethereum applications can be written maliciously or negligently, that OpenRelay cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or even identity. This warning and others later provided by OpenRelay in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Service or Content.
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER OpenRelay NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF OpenRelay HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR SERVICE; THE USE OR THE INABILITY TO USE THE SITE OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITE OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITE OR SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
OpenRelay may terminate or suspend all or part of the Service and your OpenRelay access immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms. Upon termination of your access, your right to use the Service will immediately cease.
The following provisions of the Terms survive any termination of these Terms: INDEMNITY; WARRANTY DISCLAIMERS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; LINKS; TERMINATION; NO THIRD PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.
You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the American Arbitration Association (the "AAA"), excluding any rules or procedures governing or permitting class actions.
The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Binding arbitration shall take place in Kansas. You agree to submit to the personal jurisdiction of any federal or state court in Johnson County, Kansas, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND OpenRelay AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following via contact information posted at https://openrelay.xyz. The notice must be sent within 30 days of your first use of the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, OpenRelay also will not be bound by them.
OpenRelay will provide 60-days’ notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day.
For any dispute not subject to arbitration you and OpenRelay agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in California, California. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
The Terms and the relationship between you and OpenRelay shall be governed by the laws of the State of Kansas without regard to conflict of law provisions.
These Terms (and any additional terms, rules and conditions of participation that OpenRelay may post on the Service) constitute the entire agreement between you and OpenRelay with respect to the Service and supersedes any prior agreements, oral or written, between you and OpenRelay. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.
The failure of OpenRelay to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the Terms are for convenience only and have no legal or contractual effect.
Users with questions, complaints or claims with respect to the Service may contact us using the relevant contact information set forth above and via contact information found at https://openrelay.xyz.
In addition to and notwithstanding the rest of these Terms, by becoming an OpenRelay Affiliate ("Affiliate"), you agree to the following:
Affiliates are responsible for any losses incurred due to the agreement, including but not limited to 1) incorrect specification of Ethereum addresses during the creation of the affiliate contract via the App, 2) the incorrect implementation of code on products created by the affiliate that integrate with OpenRelay, 3) unauthorized use or access to Affiliate-maintained or controlled systems by malicious actors, 4) misuse of Affiliate-maintained or controlled systems by negligent actors or 5) any other circumstance that causes fees to be directed to an Ethereum address not intended by the Affiliate.
By becoming an Affiliate, you agree to indemnify OpenRelay vis-a-vis any and all claims that may otherwise arise or be substantiated from any use of OpenRelay's affiliate smart contract, the App, or any attendant services. You understand that OpenRelay does not maintain control over transactions arising from use of the contract and does not have the means to reverse, refund or undo any transactions initiated by the affiliate smart contract, the App, or any attendant services. You agree that OpenRelay is under no obligation to respond to or attempt to comply with any request, claim or action attempting to compel reversal or refund of any transactions resulting from your use of the affiliate smart contract, the App, or any attendant services. You further agree not to ask for OpenRelay to reimburse any losses incurred from your use of the affiliate smart contract, the App, or any attendant services, and you further waive any claims or actions at law or equity for reimbursement of any such losses. Additionally, you agree and affirm that OpenRelay is not responsible for any losses incurred in relation to Affiliate-controlled encryption keys, whether lost or otherwise compromised.
By becoming an Affiliate, you acknowledge that OpenRelay does not make any endorsement of the services provided by Affiliates, nor does OpenRelay enter into any partnership with Affiliates, unless otherwise agreed in a separate written agreement signed by Affiliate and OpenRelay's duly-appointed fiduciaries. Affiliates may not state or imply any such relationship exists in any medium, for any purpose, unless such separate agreement exists. Affiliates may describe the nature of the Affiliate relationship so long as it does not express or imply endorsement or partnership beyond the relationship created by the Affiliate smart contract, App or attendant services.
You may use OpenRelay's name, brand marks and assets only to the extent that they do not imply or express a relationship exceeding the limits set forth in 12.3 unless otherwise agreed in a separate signed writing as set forth therein. You further agree not to use OpenRelay's name, brand marks or assets in any way meant to disparage, defame, damage or otherwise harm OpenRelay, its smart contracts, Apps or services.