If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity.).
In addition, if you are a developer, then your access to and use of our API and/or SDK shall be governed by the Developer API & SDK License Agreement. If there is a conflict between these Terms and the terms and conditions of the Developer API & SDK License Agreement, the terms and conditions of the Developer API & SDK License Agreement will take precedence with respect to your use of or access to the API and/or SDK.
THE TERMS CONTAIN AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT DISPUTES ARISING UNDER THESE TERMS SHALL BE SETTLED IN BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY OR PARTICIPATION IN A CLASS ACTION LAWSUIT OR A JURY TRIAL.
If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at email@example.com.
Will these Terms ever change?
We are constantly trying to improve our Services, so we may need to change these Terms along with the Services. We reserve the right to change the Terms at any time, with or without notice to you. If we modify the Terms, we will post the modification on the Website and the Services. By continuing to access or use the Website and/or the Services after we have posted a modification on the Website and the Services, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Site and the Services.
We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content (defined below) from the Services at any time, for any reason in our sole discretion, and without notice.
You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws or regulations, then you aren't authorized to use the Services. If permits and licenses are required for you to use the Services, you must first obtain those prior to such use. We can't and won't be responsible for your using the Services in a way that breaks the law or regulations.
What about my privacy?
What are the basics of using Metafi?
You can find a description of our Service options on our website, and we will explain additional Service options that are available to you from time-to-time. Certain Service options are provided to you free-of-charge, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.
When you create a Wallet with Metafi, a cryptographic private and public key pair is generated. The private and public key pair together evidence ownership/possession of a specific amount of supported Virtual Currency in that Wallet which enables you to send and receive Virtual Currency via the relevant Blockchain (as defined below) network. The public key is visible to all participants in a Blockchain's network. The private key must be used to transact the Virtual Currency represented by the corresponding public key. Metafi does not store your private key in its database and will never request your private key. Metafi utilizes AWS' data center capacity using Hardware Security Modules and its own proprietary technology to encrypt your private key in a process designed to help ensure its security and confidentiality while ensuring that you remain in control of your Wallet and private key. Once your private key is encrypted, Metafi's proprietary software enables you to initiate a transfer of Virtual Currency using your phone number instead of your private key as further described below. You may also choose to export your private key to initiate a transfer of Virtual Currency using another software platform or dashboard. Please note, if you choose to export your private key to your Wallet, you will be solely responsible for maintaining the security of that private key and your Wallet.
Metafi cannot access raw private key information for you, and we cannot unilaterally initiate a transfer of Virtual Currency or otherwise access your Virtual Currency. We are not your brokers, intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using your Wallet or our Services. We are not responsible for any activities that you engage in when using your Wallet, and you should understand the risks associated with Virtual Currency described more fully below. You are solely responsible for any and all Transfer Initiations that are initiated through your Wallet and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any Transfer Initiations.
"Virtual Currency" refers to cryptocurrency, digital currency, digital assets, cryptoassets or other such similar term describing, for example, Ethereum, but does not include a derivative of a virtual currency or a security. Virtual Currency is evidenced on, and can be electronically transferred using, a Blockchain.
"Blockchain" refers to a distributed ledger, maintained by a network of computers, that records all transactions of Virtual Currency in theoretically unchangeable data packages known as blocks, each of which are timestamped to reference the previous block, so that the blocks are linked in a chain that evidences the entire history of transactions of the Virtual Currency.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
Your Responsibilities and Assumption of Risk Associated with Virtual Currency and Your Wallet
In order to be successfully completed, any Virtual Currency transaction created with or sent to your Wallet must be confirmed and recorded in a Blockchain associated with the relevant Virtual Currency. Metafi has no control over any Blockchain and therefore cannot and does not ensure that any transaction details you submit or receive via our Services will be confirmed on the relevant Blockchain and does not have the ability to facilitate any cancellation or modification requests.
You agree and understand that:
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including Metafi's) rights. You are the sole owner of the Virtual Currency in your Wallet and may elect to extract your private key or otherwise transfer your Virtual Currency to another wallet, subject to any limitations set forth in these Terms.
You understand that, excluding any open source software or third-party software that the Services incorporate, Metafi owns the Services including all technology, Content and other materials used, displayed or provided in connection with the Services (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, non-transferable, license to access and use the Services. You acknowledge that the Services may use, incorporate or link to certain open-source components and that your use of the Services 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: (a) modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section or, in the event you are a developer, as provided in our Terms of Service and Developer API & SDK License Agreement) the Services or (b) otherwise use the Services in a manner that violates the licenses granted in these Terms or any other Open-Source Licenses.
Any of Metafi's product or service names, logos, and other marks used as a part of the Services, including Metafi's name and logo are trademarks owned by Metafi, its affiliates or its applicable licensors ("Trademarks"). You may not copy, imitate or use them without Metafi's (or the applicable licensor's) prior written consent. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Trademarks inures to our benefit.
Who is responsible for what I see and do on the Services?
Any third-party goods or services, information or content publicly posted or privately transmitted or made available through the Services is the sole responsibility of the person from whom such goods, services or content originated, and you obtain such goods or services and access all such information and content at your own risk, and we aren't liable for any errors or omissions or for any damages or losses you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can't guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you. You represent and warrant you have all rights necessary to provide any of the foregoing, in the manner in which you provide it to us. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
Metafi has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Metafi will not and cannot monitor, verify, censor or edit the content of any third-party site or service. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. By using the Services, you release and hold us harmless from any and all liability, losses or damages arising from your use of any third-party website or service.
If there is a dispute between participants of the Services, or between users and any third party, you agree that Metafi is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Metafi, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: \"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
What if I want to stop using the Services?
If you would like to stop using the Services and export the contents of your Wallet, you may choose to export a copy of your private key from your account. Upon electing to export your private key, you will be able to download a copy of, or directly copy, your private key associated with the Wallet you are using with Metafi (the "Private Key Copy") by following instructions provided by Metafi. Once Metafi has provided you access to your Private Key Copy, you acknowledge and agree that:
METAFI DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO YOUR PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY THAT WAS CONTAINED IN YOUR WALLET ON METAFI'S SERVICES. YOU ALONE WILL BE RESPONSIBLE FOR THE MANAGEMENT OF YOUR PRIVATE KEY COPY AND KEEPING SUCH PRIVATE KEY COPY SECURE, AND METAFI WILL NOT ASSIST YOU WITH STORING YOUR PRIVATE KEY COPY. IF YOU LOSE ACCESS TO YOUR PRIVATE KEY COPY, YOU ACKNOWLEDGE AND AGREE THAT METAFI HAS NO ABILITY TO ASSIST YOU IN RETRIEVING OR ACCESSING THAT PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY YOU HAVE ASSOCIATED WITH THAT PRIVATE KEY COPY WILL BECOME INACCESSIBLE. METAFI IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE CUSTOMER SERVICE FOR ANY OTHER WALLET SOFTWARE YOU MAY USE THIS PRIVATE KEY WITH, AND THAT METAFI DOES NOT REPRESENT THAT ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH OR PROTECT YOUR PRIVATE KEY. METAFI SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING.
Metafi is also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. Metafi has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. In the event that we terminate your use of the Services, unless prohibited by applicable laws, we will endeavor to contact you and arrange for you to download your Private Key Copy to remove any Virtual Currency to another Wallet. If we cannot contact you, your Wallet may remain inactive through our Services and you will need to retrieve your Private Key Copy to access your Wallet using other services or software.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us (if applicable) or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
What else do I need to know?
Neither Metafi nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided "AS IS" and without any warranty of any kind from Metafi or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY METAFI (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THE SECURITY ASSOCIATED USE OF, OR TRANSMISSION OF INFORMATION THROUGH, THE SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability.
Notwithstanding anything to the contrary in these Terms, Metafi shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to:
Notwithstanding anything in these Terms to the contrary, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL METAFI (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) \$100 OR (II) THE AMOUNTS PAID BY YOU TO METAFI IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Metafi, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) any content provided through your account, (c) your violation of any third party right, including without limitation, any copyright, trademark, intellectual property or proprietary right, and (d) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Metafi's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations to an affiliate or a successor entity without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. You agree that any arbitration or proceedings under these Terms will take place on an individual basis between us and you individually, i.e., class arbitrations and class actions are not permitted. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND METAFI ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Reporting Suspected Vulnerabilities. If you would like to report a vulnerability or have a security concern regarding our user-facing and developer-related services, SDK, API, infrastructure, and architecture etc., please e-mail firstname.lastname@example.org.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Metafi may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Metafi agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Metafi, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Metafi, and you do not have any authority of any kind to bind Metafi in any respect whatsoever. You and Metafi agree there are no third-party beneficiaries intended under these Terms.
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