Space and Time Labs, Inc.
Terms of Service
Last Updated: February 15, 2023
These terms of service, together with any documents and additional terms they incorporate by reference (collectively, these “Terms”), are entered into between Space and Time Labs, Inc. (the “Company,” “we,” “us,” and “our”) and you or the company or other legal entity that you represent (“Customer,” “you” or “your”).
The Company enables users to access and use open source documentation and software and related services, including (without limitation) resources, data management software for distributed computing platforms and distributed applications and networks, consulting services within distributed platforms, and data management software as a service offering and computation services, information about the decentralized network of node operators that are selling usage of specific data via data feeds, APIs and various offchain payment capabilities directly to smart contracts integrating Company software (“Space and Time Network”) or other blockchain networks (collectively, the “Services”). Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with these Terms and the Order Form. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder. Customer shall be responsible for each Authorized User’s compliance with these Terms and any breach by an Authorized User of these Terms shall constitute a breach by Customer. Customer Affiliates may purchase the Services by executing an Order Form which is governed by these Terms. This will establish a new and separate agreement between the Customer Affiliate and the Company. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.
Customer acknowledges and agrees that the Space and Time Network is a decentralized network. Accordingly, Customer hereby waives and disclaims all claims against the Company with respect to nodes for which the Company is not the node operator at the time the claim arises.
Some Services offered by us requires payment or otherwise involve the use of an underlying blockchain or other decentralized or permissioned infrastructure (“Blockchain Technology”), which may require that you pay a fee such as “gas” charges on the Ethereum network or other networks, for the computational resources required to perform a transaction on the particular Blockchain Technology (“Charges”). Once transaction details have been submitted to a Space and Time Network or other networks, we cannot assist you to cancel or otherwise modify your transaction or transaction details. You acknowledge and agree that the Company has no control over any Blockchain Technology transactions, and any payments made for any Charges, and does not have the ability to facilitate any cancellation or modification requests. Accordingly, you must ensure that you have a sufficient balance of the applicable Blockchain Technology network tokens stored at your Blockchain Technology-compatible wallet address (“Blockchain Technology Address”) to complete any transaction on the Space and Time Network or the Blockchain Technology before initiating such a transaction. The Space and Time Network is only capable of supporting certain digital currency, cryptocurrency, or Tokens (defined below), as designated by us.
You hereby represent and warrant that (i) you are at least 18 years of age and have the legal authority as an individual or to bind the company you represent to these Terms; (ii) you have the full power and authority to enter into, and perform any obligations under, these Terms; and (iii) the execution, delivery, and performance of these Terms will not conflict with your charter, bylaws, or any agreement, order or judgment to which you are bound; and (iv) these Terms constitute the valid, legal, binding obligation of you or the company you represent and are fully enforceable in accordance with its terms. By accepting these Terms, you represent and warrant that the use of this Website or the Services do not violate any statute, law, ordinance, common law, regulation, rule, code, order, constitution, treaty, judgment, or any regulation of any federal, state, local or foreign government which applies to the Website or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”).
As a condition to accessing or using the Services, you represent, warrant and agree that you: (i) will only use the Services and the Website for lawful purposes and in accordance with these Terms; (ii) will ensure that all information that you provide is correct, current, and complete at all times; (iii) will maintain the security and confidentiality of access to your Blockchain Technology Address; (iv) will identify and assess the accuracy, availability and quality of data that you choose to consume via the Space and Time Network; and (v) agree (A) that no Indemnified Party (defined below) will be responsible for any loss or damage incurred as the result of any interactions you have with other users of the Services or the Space and Time Network, including the loss of any amount of any tokens or other unit of value (“Tokens”); and (B) if there is a dispute between you and any other site or other user, no Indemnified Party will be under any obligation to become involved. It is vital that you keep a backup of all Blockchain Technology Address credentials, including your passphrases, identifiers, backup phases, private keys and network addresses (and you keep this backup outside of the Services). If you do not maintain a backup of your Blockchain Technology Address data outside of the Services, you may not be able to access Tokens previously accessed using your Blockchain Technology Address in the event that we discontinue or no longer offer some or all of the Services, or you may otherwise lose access to digital assets. We are not responsible for maintaining any of your Blockchain Technology Address data or data associated with any Tokens on your behalf.
As a condition to accessing or using the Services, you represent, warrant and agree that you will not: (i) violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and counter-terrorist financing laws, including any illegal activity, or advocate, promote, or assist in any unlawful act with respect to any relevant and applicable privacy and data collection and data security laws, in each case as may be amended; (ii) export, reexport, or transfer, directly or indirectly, any Company technology or Space and Time Network data in violation of applicable export laws or regulations; (iii) infringe on or misappropriate any patent, trademark, trade secret, copyright, or other intellectual property rights of any third party; (iv) make any false, inaccurate statements, impersonate any person, or misrepresent your identity or affiliation with any person or organization or misrepresent the truthfulness, sourcing or reliability of any content on the Website or through the Services; (v) use the Website or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Website, Services or the Space and Time Network, or that could damage, disable, overburden, or impair the functioning of the Website, Services or the Space and Time Network in any manner; (vi) attempt to circumvent any content filtering techniques or security measures that the Company employs on the Website or the Services, or attempt to access any service or area of the Website or the Services that you are not authorized to access; (vii) use or attempt to use another person’s Blockchain Technology Address or credentials without authorization; (viii) use any robot, spider, crawler, scraper, data tracking or other automated means or interface not provided by us, to access the Website or Services or to extract data; (ix) introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Website or the Services; (x) post content or communications on the Website or through the Services (including User Content (as defined below)) that are, in our sole discretion, defamatory, obscene, indecent, abusive, offensive, sexually explicit, harassing, violent, hateful, inflammatory, or otherwise objectionable in violation of these Terms; (xi) post content on the Website or through the Services containing unsolicited promotions, contests, sweepstakes, political campaigning, or commercial messages or any chain messages or user content; or (xii) encourage or induce any third party to engage in any of the activities prohibited under these Terms.
As between the Company and Customer, Customer shall have and will retain sole responsibility for: (i) all Customer Data, including its content and use and backing up all Customer Data; (ii) all Customer End-User Data, (iii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iv) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party products; and (iv) all physical administrative and technical controls, screening, and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Services. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services. “Customer End-User Data” means information, data, and other content, in any form or medium that is submitted, posted, or otherwise transmitted by or on behalf of any customer or end user of Customer through the Services. Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of operation of the Service. Customer acknowledges it has full responsibility for its access and use, including the legality, reliability, accuracy, and appropriateness of such access and use on the Website, Services or the Space and Time Network.
As between the Company and Customer, Customer is responsible for ensuring all necessary consents and authorizations with respect to all Customer Data and Customer End-User Data have been obtained and that the collection, storage, processing, or other use of Customer Data and Customer End-User Data comply with Applicable Laws, including without limitation, all United States and foreign data privacy laws. Company shall not be liable or responsible for any claims or damages arising from Customer Data and/or Customer End-User Data. Customer hereby waives and disclaims all related claims against the Company with respect to Customer Data and Customer End-User Data.
You represent and warrant that you: (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any of Tokens that you decide to acquire, sell or use; (ii) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under Applicable Law of any Token; and (iii) know, understand and accept the risks associated with your use of the Space and Time Network, your Blockchain Technology Address, the Blockchain Technology, Tokens and other network tokens, including the risk of all data mining attacks such as “double-spend attacks,” “majority mining power attacks,” “selfish-mining attacks,” “race condition attacks” and the risks identified in Section 17 below. The Space and Time Network enables access to data from multiple sources and you acknowledge and agree that the accuracy, availability or quality of data provided via the Space and Time Network may be impacted by various factors, including as a result of the underlying data being of low quality, volatile, or otherwise compromised at the data source.
The Company will not hold an initial Token with respect to the Services. Notwithstanding the foregoing, Company will interact with Tokens and other Blockchain Technology data such that Customer may, upon Company’s written authorization, pay the Company via Token(s).
Except for any open source software or third-party software or other intellectual property rights that the Website or the Services incorporate therein, as between you and Company, the Company owns the Website and the Services, including all right, title and interest in and to the technology, scripts, code, modifications, improvements or enhancements to the Website and/or Services, all source code, databases, functionality, software, website designs, audio, video, text, photographs, images, and graphics and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), displayed or provided on the Website and/or Services, including all intellectual property rights, all causes of action and enforcement rights related to the foregoing.
You acknowledge that the Website, the Services and/or the Space and Time Network may use, incorporate or link to certain open-source components and that your use of the Website, Services and/or the Space and Time Network is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not resell, copy, modify, create derivative works, lease, lend, share, distribute or otherwise permit any third party to use the Website or the Services in a manner that violates any Open-Source Licenses.
Any of the Company’s product or service names, logos, and other trademarks and service marks used in connection with the Website or as a part of the Services, including the Company's name and logo are trademarks owned by the Company or its licensors (“Company Marks”). You may not use the Company Marks in a manner that may cause confusion with others. The Company reserves the right to prohibit the use of the Company Marks by anyone that we believe misuses such Marks. Except as provided in the foregoing, you may not copy, imitate or use the Company Marks without the Company’s prior written consent.
You hereby agree to assign all rights, title and interest in any feedback, innovations, suggestions or comments, provided by you to the Company regarding the performance or features of the Website or Services (“Feedback”). The Company will be free to use, disclose, reproduce, license, and otherwise distribute and exploit any Feedback as it deems fit. If for any reason such assignment is ineffective, you agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
Space and Time is committed to protecting its innovative technology and has made significant investments in developing its patent portfolio. In accordance with Section 287(a) of Title 35 of the United States Code, a list of our patents and patent applications can be found here.
Our Services may contain links to third-party web sites or services that are not owned or controlled by the Company, which are provided for your convenience only. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services. If you decide to access any of the third-party websites linked to this Website and/or the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. Company shall not be liable or responsible for any claims or damages arising from your use of any third-party content or links to other sites.
The Website may contain message boards, video streaming, audio visual works, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website. All User Contributions must comport with these Terms.h these Terms.
Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our Affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
The Space and Time Network is intended to be decentralized and self-operating, with or without any Services provided by the Company. Accordingly, we reserve the right to make changes or modifications to these Terms from time to time in our sole discretion, with or without prior notice to you. We may also modify, suspend, or disable, temporarily or permanently, the Services offered by the Company, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident. Any of the material on the Website and/or Services may be out of date at any given time, and we are under no obligation to update such material. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Website and/or Services.
We may experience hardware, software, or other problems or need to perform maintenance related to the Website or the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Website or Services at any time without notice to you. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Website or the Services.
These Terms will remain in full force and effect while you access and use the Website or the Services (the “Term”). All of the provisions which by law or by their nature shall survive any termination of these Terms, will survive. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO DENY ACCESS AND USE OF THE WEBSITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES) OR THE SERVICES, TO ANY PERSON FOR ANY REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW. WE MAY TERMINATE YOUR ACCESS TO THE WEBSITE AND/OR SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME IN OUR SOLE DISCRETION. In addition, we reserve the right to take appropriate legal action, including without limitation all civil, criminal, and injunctive relief.
Sending us emails, visiting the Website, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing in connection with these Terms or any Services (collectively, our “Communications”). You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact our support team to request additional electronic copies of our Communications from the last six (6) months by filing a support request at email@example.com.
You will defend, indemnify, and hold harmless the Company, our members, affiliates, directors, officers, employees, attorneys, agents, representatives, suppliers, service providers, licensors, contractors, and successors and assigns (collectively, Indemnified Parties”) from any claims, liabilities, damages, judgments, settlements, awards, interest, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of, or conduct in connection with, the Website, Services, the Space and Time Network or Tokens, Blockchain Technology assets associated with your Blockchain Technology Address, any other digital assets, any Feedback or User Contributions other than as expressly authorized; (b) any breach of any representation, warranty in violation of these Terms; (c) Customer Data or Customer End-User Data; or (d) your violation of Applicable Law or regulations. If you are obligated to indemnify any Indemnified Party, the Company will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Company wishes to settle, and if so, on what terms.
THE COMPANY SEEKS TO ENCOURAGE THE CONTINUED GROWTH AND SUCCESS OF THE SPACE AND TIME NETWORK AS A PUBLIC GOOD. THE COMPANY DOES NOT OPERATE A VIRTUAL CURRENCY OR DERIVATIVES EXCHANGE PLATFORM OR OFFER TRADE EXECUTION OR CLEARING SERVICES AND THEREFORE HAS NO OVERSIGHT, INVOLVEMENT, OR CONTROL WITH RESPECT TO YOUR TRANSACTIONS, INCLUDING TOKEN PURCHASES AND SALES.
YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL LAWS AND REGULATIONS APPLICABLE TO YOUR TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, THE COMMODITY EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER BY THE U.S. COMMODITY FUTURES TRADING COMMISSION (“CFTC”), AND THE FEDERAL SECURITIES LAWS AND THE REGULATIONS PROMULGATED THEREUNDER BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”).
You understand that the Company is not registered or licensed by the CFTC, SEC or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the open-source software utilized by the Space and Time Network. The Website, the Services, and the Company open-source software do not constitute advice or a recommendation concerning any commodity, security or other asset. The Company is not acting as an investment adviser or commodity trading adviser to any person.
The Company does not own or control the underlying software protocols that are used in connection with the Tokens. In general, the underlying protocols are open-source materials and anyone can use, copy, modify, and distribute them. the Company is not responsible for the operation of the underlying protocols, and the Company makes no guarantee of their functionality, security, or availability.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Space and Time Network or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL.
YOUR USE OF THE SERVICES, SPACE AND TIME NETWORK OR WEBSITE, INCLUDING ALL CONTENT, IS AT YOUR OWN RISK. ALL SERVICES, SPACE AND TIME NETWORK OR WEBSITE OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL THE COMPANY, TOGETHER WITH ANY INDEMNIFIED PARTY, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, GOODWILL, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE SERVICES AND THE SPACE AND TIME NETWORK (AND ANY OF THEIR CONTENT AND FUNCTIONALITY), ANY EXECUTION OR SETTLEMENT OF A TRANSACTION, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, YOUR BLOCKCHAIN TECHNOLOGY ASSETS, OTHER DIGITAL ASSETS, TOKENS OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF AN INDEMNIFIED PARTY, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STATUTE, STRICT LIABILITY, BREACH OF WARRANTIES, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT ANY INDEMNIFIED PARTY HAS BEEN ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR ANY LIMITED REMEDY NOR IS THE COMPANY IN ANY WAY RESPONSIBLE FOR THE EXECUTION OR SETTLEMENT OF TRANSACTIONS BETWEEN USERS OF COMPANY OPEN-SOURCE SOFTWARE OR THE SPACE AND TIME NETWORK.
IN NO EVENT WILL THE INDEMNIFIED PARTIES' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE SERVICES AND THE SPACE AND TIME NETWORK (AND ANY OF THEIR CONTENT AND FUNCTIONALITY), ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, YOUR BLOCKCHAIN TECHNOLOGY ASSETS, OTHER DIGITAL ASSETS, TOKENS OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF AN INDEMNIFIED PARTY, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STATUTE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY EXCEED THE AMOUNT OF FEES PAID BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
To the extent permitted by applicable law, in consideration for being allowed to use the Website, the Services and/or the Space and Time Network, you hereby release and forever discharge the Company and all Indemnified Parties from, and hereby release, discharge and waive and relinquish, each and every past, present dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), whether known, unknown, suspected, or unsuspected, arising prior to the date hereof, and further covenant not to sue Company and all Indemnified Parties over any such released claims that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website, the Services and/or the Space and Time Network (including any interactions with, or act or omission of, other Website or Space and Time Network users or any third-party services). YOU HEREBY WAIVE ANY APPLICABLE PROVISION IN LAW OR REGULATION IN CONNECTION WITH THE FOREGOING, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You and the Company agree that any dispute arising out of or related to these Terms or our Services is personal to you and the Company and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Except for claims the Company seeks injunctive or other equitable relief, you and the Company waive your rights to a jury trial and to have any dispute arising out of or related to these Terms, the Website, or our Services resolved in court. Instead, for any dispute or claim that you have against the Company or relating in any way to these Terms, the Website, or the Services, you agree to first contact the Company and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to the Company by email at firstname.lastname@example.org. The Notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the claim and set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and the Company cannot reach an agreement through negotiation to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”), or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Orange County, CA, in accordance with the AAA Consumer Arbitration Rules. The arbitrator shall have the power to award specific performance or injunctive relief and reasonable attorneys' fees and expenses to any Party in any such arbitration. However, the arbitrators shall not have the power to change, modify, or alter any expressed condition, term, or provision of this Agreement, and to that extent, the scope of their authority is limited. The arbitration award shall be final and binding upon the Parties and the judgment thereon may be entered in any court having jurisdiction thereof.
The arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, the Company, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
In no event shall any dispute brought by either party related in any way to the Terms, the Website, or our Services be commenced more than one (1) year after the cause of action arose.
If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms, severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 14, and to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
These Terms and any dispute related to these Terms, the Website or the Services will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Delaware, without reference to its choice of law principles to the contrary. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms, the Website or the Services. Any legal suit, action, or proceeding arising out of, or related to, these Terms, these Services, or the Website shall be instituted exclusively in the federal courts of the United States located in New Castle County, Delaware or Orange County, California, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your county of residence, or if outside the United States, in your country of residence. You waive any objection to venue in any such courts.
The Company is against copyright infringement of any kind, and we may terminate the user accounts of repeat copyright infringers. If you believe that any material on the Website infringes your copyright, please send a notice of copyright infringement to email@example.com. Upon receipt of any notice, the Company will take whatever action, in its sole discretion, including removing the content from the Website. Each copyright infringement notice shall include the following:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Website or Services;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
You acknowledge the following serious risks to any use of the Website or the Services or the Token and expressly agree that the Indemnified Parties shall not be liable to you in any manner should any of the following risks occur. You further hereby waive and disclaim all claims against the Company, including all Indemnified Parties, arising from or in connection with any of the following risks:
Risk of Regulatory Actions in One or More Jurisdictions: The Website or the Services or any Tokens or other tokens or other units of value could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of the Company to continue to develop the Website or Services, or which could impede or limit your ability to use the Website or Services or the Token.
Risk of Alternative, Unofficial Space and Time Networks: It is possible that alternative Space and Time-based networks could be established, which utilize the same open source code and open source protocol underlying the Space and Time Network and/or Services. The Space and Time Network may compete with these alternative Space and Time-based networks, which could potentially negatively impact the Space and Time Network, the Services and/or the Token.
Risk of Insufficient Interest in the Space and Time Network or Distributed Applications: It is possible that the Space and Time Network will not be used by a large number of external businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of distributed applications. Such a lack of interest could impact the development of the Space and Time Network and potential uses of Tokens. The Company cannot predict the success of its own development efforts or the efforts of other third parties.
Risk that the Website and Services, as Developed, Will Not Meet the Expectations of User: You recognize that the Website, Services and the Space and Time Network are under development and may undergo significant changes over time. You acknowledge that any expectations regarding the form and functionality of the Space and Time Network held by you may not be met for any number of reasons including a change in the design and implementation plans, specifications and execution of the implementation of the Website, Services or the Space and Time Network.
Risk of Security Weaknesses in the Space and Time Network Core Infrastructure Software: Certain portions of the Website, Services and the Space and Time Network may rest on open-source software, and there is a risk that the Indemnified Parties, or other third parties not directly affiliated with the Company, may introduce weaknesses or bugs into the core infrastructural elements of the Website, Services or the Space and Time Network causing the system to lose Tokens stored in one or more of your accounts or other accounts or lose sums of other valued tokens. Furthermore, despite our good faith efforts to develop and maintain the Website, Services and the Space and Time Network, the Website, Services and the Space and Time Network may experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Website, Services, the Space and Time Network and Tokens.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Cryptography is an art, not a science. And the state of the art can advance over time. Advances in code cracking, hacking or cybersecurity breaches, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Website, Services and the Space and Time Network which could result in the theft or loss of Tokens. To the extent within its control and otherwise possible, the Company intends to update the protocol underlying the Services and the Space and Time Network to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or guarantee that any security updates will be made in a timely or successful manner.
Risk of Blockchain Network Attacks: Any blockchain used for the Services and/or the Space and Time Network may be susceptible to mining attacks, including but not limited to: double-spend attacks, viruses, network forks, replay attacks, reorganizations, majority mining power attacks, “selfish-mining” attacks, and work race condition attacks. Any successful attacks present a risk to the Services, the Space and Time Network, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations. Known or novel mining attacks may be successful.
Risk of Rapid Adoption and Insufficiency of Computational Application Processing Power of the Services and the Space and Time Network: If the Services and/or the Company Network are rapidly adopted, the demand for transaction processing and distributed application computations could rise dramatically and at a pace that exceeds the rate with which Company services can be provided. Under such a scenario, the Services and Space and Time Network could become destabilized, due to the increased cost of running distributed applications. In turn, this could dampen interest in the Services, the Space and Time Network and Tokens. Insufficiency of computational resources and an associated rise in the price of Tokens could result in businesses being unable to acquire scarce computational resources to run their distributed applications. This could result in lost revenues and disruption or halting of business operations.
Risks Associated with New and Evolving Laws: The Space and Time Network, and by extension the Website and Services, may be subject to a variety of international laws and regulations, including those with respect to financial or securities regulations, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, and others. Such laws, regulations and policy could change. In addition, new laws or regulations affecting the Space and Time Network could be enacted. As the Website, Services and Space and Time Network evolve, we may be subject to new laws, and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of the Company’s attention and resources or restrict the way the Company may operate. If we fail to comply with these applicable laws or regulations, we could receive negative publicity and be subject to significant liabilities which could adversely impact the Website, Services, and the Space and Time Network and Tokens. Additionally, Company node operators of the Space and Time Network may be subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, the Space and Time Network and/or Tokens could be adversely impacted.
Market Risks: Tokens are intended to be used solely in connection with the Space and Time Network, and we do not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens, and could therefore create illiquidity risk to Tokens you hold. Even if secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Specific Risks Relating to Value and Function of Tokens: The utility benefits of using Tokens to access services provided by Company node operators can only materialize through user-driven adoption over time. Such adoption depends on a variety of factors, including the pace of user adoption, the organic community-driven expansion of the Space and Time Network. As such, the extent of user adoption is entirely outside of our control and cannot be stated with any certainty. The price of Tokens may fluctuate in response to competitive and market conditions affecting the general supply of and demand for user-requested services. These conditions are beyond our control. The value of Tokens on the Space and Time Network may be lower than the price at which it was purchased. The utility of Tokens, and any value associated with that utility, will depend on the ability of the Space and Time Network to adequately facilitate user-requested services. Inadequate supply may result in such services taking more time, while inadequate demand may make it difficult to obtain services, both of which may discourage participation in the Space and Time Network. The compensation for providing Company node services in the Space and Time Network will depend on the resale price for the Tokens received for such services, which may be lower than the compensation that might have been received through other arrangements. No promises of future performance or value are or will be made with respect to Token, including no promise of inherent value, no promise of continuing payments, and no guarantee that Token will hold any particular value.
Unanticipated Risks: Cryptographic tokens such as Tokens are a new and untested technology. In addition to the risks included in these Terms, there are other risks associated with the Services, the Space and Time Network and Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms.
Any right or remedy of the Company set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. No waiver by us of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and our failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of these Terms will have full force and effect and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective. You may not assign or transfer any right to use the Website or the Services, or any of your rights or obligations under these Terms, without our express prior written consent. We may assign any or all of our rights and obligations to others at any time. The section headings contained in these Terms are for reference purposes only and will not affect in any way the meaning or its interpretation. We will have no responsibility or liability for any failure or delay in performance of the Website or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Website and the Services. If there is a conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
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