Proof of Neutrality PBS Protocol Interface Terms of Service:
Last updated: June 2023
The protocol herein referred to as the "Proposer Builder Separation (PBS) Protocol" (the "Protocol") constitutes a decentralized PBS protocol enabling a permissionless Proposer builder separation Registry and Payout management smart contracts suite, designed for the purpose of enabling Ethereum block-building coordination. This coordination pertains to Ethereum Validators (referred as 'Proposers') and block-building entities (referred as 'Builder') in association with Relayers. The protocol is developed and provided by Blockswap Labs ("Labs") for Abstract Systems.
The Protocol is built upon a Registry contract architecture framework, with the implementation of state replication to ensure the highest possible level of public verifiability with respect to its registered Ethereum Validators and their cryptographic address (BLS and ECDSA) in conjunction with the aforementioned contracts. Users or protocols are able to interact with the registered proposers for the objective of block-building and transaction inclusion on Ethereum's Execution layer in a permissionless manner. Presently, one iteration of the PBS contract suite (Version 1) is accessible, as provided by Labs, under a Business Source License (BSL). This suite comes with the option of a delayed open-source licensing scheme (available at: https://github.com/pon-network)as a set of smart contracts that are deployed on the Ethereum Blockchain.
The Protocol may be accessed through any compatible user interface, such as https://www.pon.network/ defined below is a website-hosted user interface (the "Interface" collectively, "Interface Service" ) made available by Abstract Systems (the "Company" or "PON") and its affiliates (collectively, "Abstract Parties", "we", "our", "us"). The Interface provides access to a decentralized, permissionless protocol known as "PON PBS" (the "Protocol").
THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 13. THIS AFFECTS YOUR RIGHTS WITH RESPECT TO ANY "DISPUTE" BETWEEN YOU AND ABSTRACT AND MAY REQUIRE YOU TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND NOT IN COURT. PLEASE READ THIS ENTIRE AGREEMENT, INCLUDING THAT PROVISION, CAREFULLY.
BY ACCESSING OR USING OUR SERVICES, WHICH INCLUDE OUR VARIOUS WEBSITES, INCLUDING, WITHOUT LIMITATION, PON.NETWORK (AND ANY RESPECTIVE SUBDOMAINS); APPLICATIONS (COLLECTIVELY WITH ANY MATERIALS AND SERVICES AVAILABLE THEREIN, AND SUCCESSOR WEBSITE(S) OR APPLICATION(S) THERETO, THE "SITE"), AND OTHER SERVICES THAT LINK TO THESE TERMS, AS WELL AS ANY INFORMATION, TEXT, LINKS, GRAPHICS, PHOTOS, AUDIO, VIDEO, OR OTHER MATERIALS STORED, RETRIEVED OR APPEARING THEREON, WHETHER ACCESSED THROUGH THE SITE OR OTHERWISE (COLLECTIVELY, THE "INTERFACE", "INTERFACE SERVICE").
You are prohibited from accessing, using, or otherwise receiving any benefits of the Interface or our other offerings and services if you fail to satisfy the eligibility requirements set forth in Section 1 hereof or if you otherwise breach or violate any of the terms and conditions set forth herein.
The eligibility requirements mandate, among other things, that you not reside in or be a citizen of a Restricted Territory (as defined below), that you are not a Sanctioned List Person (as defined below), and that you do not intend to transact in or with any Restricted Territory or Sanctions List Person If you fail to meet the eligibility requirements set forth in Section 1 or are otherwise not in strict compliance with these Terms, then you must not attempt to access or use the Interface or any of our other offerings or services. Use of a virtual private network (e.g., a VPN) or other means by restricted persons to access or use the Interface is prohibited and may subject you to legal liability for fraudulent use of the Interface.
We may change, amend, or revise the Terms from time to time and at any time, at our sole discretion. When we make changes, we will make the updated Terms available on the Interface and update the "Last Updated" date at the beginning of the Terms accordingly. Please check the Terms periodically for changes. Any changes to the Terms will be applicable as of the date that they are made, and your continued access to or use of the Interface after the Terms have been updated will constitute your binding acceptance of such updates. If you do not agree to the revised Terms, then you should not continue to access or use the Interface.
In order to use the Interface, you must satisfy the following eligibility requirements. You hereby represent and warrant, to and for the benefit of us and each of our officers, directors, supervisors, shareholders, members, investors, employees, agents, service providers, and affiliates that you satisfy all of the eligibility requirements as of each date that you make any use or receive any benefits of the Interface.
- You must be at least the age of majority in your jurisdiction to access or use the Interface. By accessing or using the Interface, you represent that you are at least the age of majority (e.g., 18 years of age) and have the full right, power, and authority to enter and comply with these Terms.
- If you access or use the Interface on behalf of a legal entity, (a) all references to "you" throughout these Terms will include that entity, (b) you represent that you are authorized to accept these Terms on that entity's behalf, and (c) in the event you or the entity violates these Terms, the entity agrees to be responsible to us.
- You represent that (i) you are not a resident, citizen, national or agent of, or an entity organized, incorporated, or doing business in, Cuba, Democratic People's Republic of North Korea, Islamic Republic of Iran, Libya, People's Republic of China, South Sudan, Sudan (North), Syria, Crimea, Russia or any jurisdiction which is subject to the United States, the United Kingdom, United Nations or other applicable sanctions or embargoes or imposes similar sanctions (such embargoed or sanctioned territories, collectively, the "Restricted Territories"); Abstract systems reserves the right to add any additional jurisdictions at any time and without prior notice. You further represent that (ii) you are not, and do not directly or indirectly own or control, and have not received any assets from, any blockchain address that is, listed on any sanctions list or equivalent maintained by any of the United States, the United Kingdom, or the United Nations (such sanctions-listed persons, collectively, "Sanctions Lists Persons"); and (iii) you do not intend to transact in or with any Restricted Territories or Sanctions List Persons; and
- You are not a Restricted Person; and
- Your use of the Interface is not prohibited by and does not otherwise violate or facilitate the violation of any applicable laws or regulations or contribute to or facilitate any illegal activity.
Access to the Interface
We reserve the right to disable access to the Interface at any time, with or without cause or good reason. Our grounds for terminating access to the Interface may include, but are not limited to, any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any reason.
- We own all intellectual property and other rights in the Interface and its contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Accessing or using the Interface does not constitute a grant to you of any proprietary intellectual property or other rights in the Interface or its contents.
- You will retain ownership of all intellectual property and other rights in any information and materials you submit through the Interface. However, by uploading such information or materials, you grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations.
- You may choose to submit comments, bug reports, ideas, or other feedback about the Interface, including, without limitation, about how to improve the Interface (collectively, "Feedback"). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis or otherwise). If necessary under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
- If (i) you satisfy all of the eligibility requirements set forth in the Terms, and (ii) your access to and use of the Interface complies with the Terms, you hereby are granted a limited, personal, non-exclusive, non-transferable, non-assignable, fully revocable license to use the Interface for your individual use. This license is effective until terminated. We may terminate or suspend any or all portions or features of the Interface at any time and for any reason or for no reason with no liability to you. Use of the Interface for any purpose not expressly permitted by the Terms is strictly prohibited. Unlike the Interface, the Protocol is comprised entirely of an immutable smart contracts EVM software running on the public Ethereum blockchain and is not proprietary.
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access or use of the Interface:
- Activity that breaches the Terms; Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
- Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks. Engaging in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract in connection with use of the Interface (and operations performed by a user that are technically permitted by a smart contract may nevertheless be a violation of our Agreement, including these Terms, and the law); or engaging in any anti-competitive behavior, market manipulation or other misconduct.
- Attempting to or actually copying or making unauthorized use of all or any portion of the Interface services, including by attempting to reverse compile, reformatting or framing, disassemble, reverse engineer any part of the services; harvesting or otherwise collecting information from the Interface for any unauthorized purpose; using the Interface under false or fraudulent pretenses or otherwise being deceitful; interfering with other users' access to or use of the interface services;
- Activity that Interferes with or circumvents the security features of the interface services or any third party's systems, networks or resources used in the provision of interface services; Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
- Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as spoofing. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives.
- Activity that uses the interface services for, or to promote or facilitate, illegal activity (including, without limitation, money laundering, financing terrorism, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons); Activity that violates any applicable law, rule, or regulation of the Cayman Islands, or the United Kingdom.
- Activity that disguises or interferes in any way with the IP address of the computer you are using to access or use the Interface or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Interface.
- Activity that transmits, exchanges, or is otherwise supported by the direct or indirect proceeds of criminal or fraudulent activity, uploading or transmitting viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the interface services;
- Activity that contributes to or facilitates any of the foregoing activities.
Violating our rules may result in our intervention. You agree and acknowledge that if you use the interface services to engage in conduct prohibited by applicable law, permanently reserve the right to completely or partially restrict or revoke your access to the interface services, either completely or for a period of time, at our sole discretion. We reserve the right to amend, rectify, edit, or otherwise alter transaction data to remediate or mitigate any damage caused either to us or to any other person as a result of a user's violation of this Agreement or applicable law.
We reserve the right to investigate violations. We reserve the right to investigate and prosecute any suspected breaches of this Agreement, including the Terms. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.
- The Interface and the Protocol are non-custodial, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. These Terms are not intended to, and do not, create or impose any fiduciary or other duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.
- It is important to understand that neither we or any affiliated entity is a party to any transaction on the blockchain networks underlying the Protocol; we do not have possession, custody, or control over any cryptoassets appearing on the interface services; and we do not have possession, custody, or control over any user's funds. Further, we do not store, send, or receive any cryptoassets. You understand that when you interact with the Protocol smart contracts, you retain control over your cryptoassets at all times. The private key associated with the wallet address from which you transfer cryptoassets or the private key associated is the only private key that can control the cryptoassets you transfer into the smart contracts. You alone are responsible for securing your private keys. We do not have access to your private keys. Due to the non-custodial and decentralized nature of the technology, we are not intermediaries, agents, advisors, or custodians, we are not subject to regulation or prudential supervision in any jurisdiction and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using our interface services. You acknowledge that we, for the avoidance of doubt, do not have any information regarding any users, users' identities, or the interface services beyond what is available or obtainable publicly via the blockchain. We are not responsible for any activities you engage in when using the interface services, and you should understand the risks associated with cryptoassets, blockchain technology generally, and our interface services.
- The Stakehouse Protocol is a cross-chain protocol, such that it has a dependency on assets on multiple blockchain-based networks, and we are not responsible for the operation of such networks. The software underlying blockchain networks on which the Stakehouse Protocol is deployed, including, for example, the Ethereum blockchain, is open source, which means that anyone can use, utilize, and build on top of it. By using the interface services, you acknowledge and agree (i) that we are not responsible for the operation of the blockchain-based software and networks underlying the Protocol, (ii) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (iii) that the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as "forks".
- All transactions using blockchains require the payment of gas fees, which are essentially transaction fees paid on every transaction that occurs on the selected blockchain network. Please note that gas fees are non-refundable. We do not provide any services to users or deliver, hold, and/or receive payment for cryptoassets. We do not receive any fees for any transactions, the interface services, or the interface.
No Professional Advice or Fiduciary Duties
- All information provided in connection with your access and use of the Interface is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Interface or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
- The Terms are not intended to, and do not, create or impose any fiduciary or other duties or obligations on us. You agree and understand that transactions you submit through the Interface or through the Protocol are considered unsolicited, which means that you have not received any investment advice from us or any other party in connection with any transactions. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set forth expressly in the Terms.
No Warranties and Assumption of Risk
No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE, THE INTERFACE, OR THE PROTOCOL IS AT YOUR SOLE RISK, AND THAT ACCESS TO THE SITE, THE INTERFACE, OR THE PROTOCOL IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING ANY PART OF THE SITE, THE INTERFACE, OR THE PROTOCOL, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE, THE INTERFACE, OR THE PROTOCOL WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN THE INTERFACE WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE INTERFACE OR THE PROTOCOL WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS.
- YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND YOU AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY.
- WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF ANY BLOCKCHAIN NETWORK OR ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE INTERFACE, BLOCKCHAIN NETWORK, OR ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET.
- WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF ANY BLOCKCHAIN NETWORK OR ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
- BY ACCESSING AND USING THE INTERFACE, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, IN PARTICULAR WITH ETHEREUM PROOF OF STAKE NETWORK AND ITS ASSOCIATED RISK, AND ALSO THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS ETHER (ETH), AND OTHER DIGITAL TOKENS SUCH AS THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20, ERC-712). IN PARTICULAR, YOU UNDERSTAND THAT ETHEREUM VALIDATOR DEPOSITS ARE HANDLED BY A SINGLE CONTRACT ON THE ETHEREUM BLOCKCHAIN, REFERRED TO AS THE ETHEREUM DEPOSIT CONTRACT ("EDC"), WHICH WAS DEVELOPED AND DEPLOYED BY ETHEREUM BLOCKCHAIN FOUNDATION AND ASSOCIATED PARTIES, NOT BY ABSTRACT OR ASSOCIATED PARTIES. WHILE YOU ARE REGISTERING YOUR ETHEREUM VALIDATOR FOR THE PROPOSER REGISTRY AND ASSOCIATED DEPOSITS, YOU ARE DIRECTLY INTERACTING WITH ETHEREUM BLOCKCHAIN, AND YOUR VALIDATOR EFFECTIVE BALANCE AND STATE ARE RECONCILED WITH THE ETHEREUM BLOCKCHAIN LATEST STATE, AND YOU RETAIN ABSOLUTE CONTROL OVER YOUR VALIDATOR OR YOUR VALIDATOR-EARNED PAYOUTS VIA PON.
- BLOCKCHAIN ENTRIES ARE IMMUTABLE, WHICH MEANS, AS A TECHNICAL MATTER, THEY GENERALLY CANNOT BE DELETED OR MODIFIED BY ANYONE. THIS INCLUDES SMART CONTRACTS AND CRYPTOASSETS GENERATED AND PROGRAMMED BY SMART CONTRACTS. THUS, TRANSACTIONS RECORDED ON THE BLOCKCHAIN, INCLUDING TRANSFERS OF CRYPTOASSETS AND DATA PROGRAMMED INTO THESE ASSETS (SUCH AS REVENUE AND INTEREST ALLOCATIONS), MUST BE TREATED AS PERMANENT AND CANNOT BE UNDONE BY US OR BY ANYONE. YOU MUST BE VERY CAREFUL WHEN YOU FINALIZE ANY TRANSACTION THAT WILL BE RECORDED ON THE BLOCKCHAIN.
The Interface may not be available or appropriate for use in all jurisdictions. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You further agree that we have no obligation to inform you of any potential liabilities or violations of law or regulation that may arise in connection with your access and use of the Interface and that we are not liable in any respect for any failure by you to comply with any applicable laws or regulations.
You are responsible for your taxes and duties. Users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Interface services, and/or payable as the result of using and/or exploiting any cryptoassets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.
Third-Party Resources and Promotions
The Interface may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that the Terms do not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.
Release of Claims
You expressly agree that you assume all risks in connection with your access to and use of the Interface. Additionally, to the fullest extent permitted by applicable law, you release Abstract Systems and its affliates from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties from or in any way relating to your access to and use of the Interface.
You do hereby agree to the fullest extent permitted by applicable law indemnify, defend and release Abstracts systems and our officers, directors, employees, contractors, agents, and affiliates, harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including reasonable attorneys' fees and disbursements) due to or arising out of or based upon (a) your access to and use of the Interface; (b) your breach or alleged breach of these (c) anything you contribute to the Interface services; (d) your misuse of the Interface services, or any smart contract and/or script related thereto; (e) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (f) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (g) your use of a third-party product, service, and/or website; or (h) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense, and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not, in any event, settle any claim without our prior written consent.
Limitation of Liability
- Under no circumstances shall Abstract or any of our officers, directors, employees, contractors, agents, or affiliates, be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Interface, or from any access to or use of any information obtained by any unauthorized access to or use of the Interface. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage of any nature whatsoever, resulting from any access to or use of the Interface; (c) unauthorized access to or use of any secure server or database in our control or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of, the use of any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party.
- Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, or losses. The total liability of Abstract Systems and any of our officers, directors, employees, contractors, agents, or affiliates, for any claim arising out of or relating to these terms, regardless of the form of the action, is limited to the greater of One Hundred U.S. Dollars (U.S. $100.00).
- This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.
PLEASE READ THIS CLAUSE CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations Prior to commencing any legal proceeding against us of any kind, including arbitration as set forth below, you agree that you will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to these Terms or the interface services (each, a "Dispute" and, collectively, "Disputes") by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that you provide us with a written notice specifying the nature and details of the Dispute. We shall have thirty (30) days to respond to the notice. Within sixty (60) days after you sent the initial notice, we shall meet and confer in good faith by videoconference, or by telephone, to try to resolve the Dispute. If we are unable to resolve the Dispute within ninety (90) days after the initial notice, we may agree to mediate their Dispute, or you may submit the Dispute to arbitration as set forth below.
Agreement to Arbitrate You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The place of arbitration shall be the Cayman Islands. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions, and, ideally, blockchain technology. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" subsection of these Terms as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney's fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
- Changes By rejecting any changes to these Terms, you agree that you will arbitrate any Dispute between you and us in accordance with the provisions of this section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Class Action and Jury Trial Waiver
You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.
Waiver of Injunctive or Other Equitable Relief.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SERVICES, OR ANY OTHER WEBSITE, APPLICATION, CONTENT, SUBMISSION, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY ANY ABSTRACT SYSTEMS INDEMNIFIED PARTY.
Your agreement to these Terms is effective unless and until terminated by either you or us. You may terminate your agreement with us at any time by ceasing all access to the Interface or the interface services. If in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of the Terms, we reserve the right to terminate our agreement with you and deny you access to the Services. We further reserve the right to restrict your access to the Interface or all or a part of the interface services at any time and for no reason, including, without limitation, if we reasonably believe: (a) your use of the interface services exposes us to risk or liability; (b) you are using the interface services for unlawful purposes, or (c) it is not commercially viable to continue providing you with the interface services. All of these are in addition to any other rights and remedies that may be available to us, whether in equity or at law, all of which we expressly reserve.
WE RESERVE THE RIGHT TO MODIFY THE SERVICES AT ANY TIME, BUT WE HAVE NO OBLIGATION TO UPDATE THE SERVICES. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO MONITOR CHANGES TO THE SERVICES THAT MAY AFFECT YOU. YOU AGREE THAT WE MAY REMOVE THE SERVICES AND/OR ANY CONTENT THEREON FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.
If any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.
These Terms and any separate agreements whereby we provide you interface services shall be governed by and construed in accordance with the laws of the Cayman Islands.