Legal
Terms of ServiceJBM Block LLCRegistered Address: 1200 Riverplace Blvd Suite 105, Jacksonville, FL 32207Last Updated: November 2024
Thank you for using JBM Block Studio, including our web-based platform, development tools, admin tools, smart contract deployment tools, tokenization tools, gaming modules, reward systems, wallet integrations, prediction market tools, marketplace tools, and related services made available by JBM Block LLC. (“JBM Block,” the “Company,” “we,” “us,” or “our”).These Terms of Service (“Agreement”) govern your access to and use of JBM Block Studio and any related websites, applications, tools, dashboards, smart contract deployment services, digital asset tools, gaming features, loyalty systems, reward infrastructure, APIs, documentation, and related services provided by the Company, collectively referred to as the “Platform.”
You and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”Please read this Agreement carefully. Among other things, Section 13 requires certain disputes to be resolved by binding arbitration instead of court proceedings and includes a waiver of class actions. By accessing or using the Platform, connecting a wallet, creating an account, deploying a smart contract, launching a campaign, minting a token, creating a reward system, using a marketplace, or otherwise using any part of the Platform, you agree to be legally bound by this Agreement.If you do not agree to this Agreement, you must not access or use the Platform.The Company’s Privacy Policy, available at https://www.jbmblock.com/privacy, describes how we collect, use, store, and disclose information in connection with the Platform. The Privacy Policy is incorporated into this Agreement by reference.
Age RequirementUse of the Platform by anyone under the age of 13 is prohibited. By accessing or using the Platform, you represent and warrant that you are at least 13 years of age. If you are accessing or using the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement.
1. Use of the Platform1.1 Platform Access and Limited LicenseJBM Block Studio provides web-based tools that may allow users to create, configure, manage, deploy, or operate blockchain-based, Web3, gaming, loyalty, rewards, and digital monetization products. These may include, without limitation, smart contracts, tokens, NFTs, prediction markets, marketplaces, in-app wallets, loyalty programs, gamification systems, reward economies, digital memberships, Unity or Unreal-powered gaming experiences, and related digital products.Subject to your compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for lawful business or personal purposes and only in the manner enabled by the Company.The Company may modify, update, suspend, limit, or discontinue any part of the Platform at any time, with or without notice. Features, functionality, fees, commissions, integrations, smart contract templates, admin tools, supported networks, and supported third-party services may change from time to time.
1.2 User Content and Digital AssetsThe Platform may allow you to upload, submit, configure, generate, or publish text, images, videos, animations, artwork, metadata, trademarks, logos, game assets, reward descriptions, token data, smart contract parameters, campaign information, marketplace listings, and other materials (“Content”).You are solely responsible for your Content and for ensuring that you have all rights, licenses, permissions, and approvals necessary to use such Content through the Platform.You represent and warrant that your Content and your use of the Platform will not infringe, misappropriate, or violate any intellectual property rights, privacy rights, publicity rights, contractual rights, consumer protection laws, gaming laws, gambling laws, securities laws, advertising rules, or other rights or laws.The Company does not endorse, verify, or assume responsibility for your Content, digital assets, campaigns, rewards, games, smart contracts, tokens, or marketplaces.
1.3 Legal ComplianceYou are solely responsible for complying with all applicable laws, rules, and regulations related to your use of the Platform, including those relating to securities, commodities, money transmission, taxation, consumer protection, advertising, sweepstakes, contests, gambling, gaming, sanctions, data privacy, intellectual property, digital assets, NFTs, tokens, rewards, and online marketplaces.You agree not to use the Platform to create, issue, sell, promote, or distribute any token, NFT, reward, digital asset, game mechanic, prediction market, or other product that violates applicable law or that may constitute an unregistered security, illegal gambling product, unlawful lottery, deceptive promotion, or prohibited financial product.You also agree not to access or use the Platform from any jurisdiction where such access or use is prohibited by applicable law.You represent and warrant that you are not:1. Located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive U.S. sanctions;2. Listed on any U.S. Government sanctions, restricted party, or blocked persons list;3. Owned or controlled by any sanctioned or restricted person or entity.
1.4 Assumption of RiskYou acknowledge that blockchain, digital assets, smart contracts, decentralized technologies, tokenized rewards, in-app wallets, gaming economies, prediction markets, and related technologies involve significant risks.These risks may include, without limitation, smart contract bugs, user error, wallet compromise, loss of private keys, unauthorized access, market volatility, regulatory uncertainty, transaction delays, irreversible transactions, third-party service failures, network congestion, software vulnerabilities, taxation obligations, and loss of digital assets or rewards.You assume all risks associated with your use of the Platform and any digital assets, tokens, NFTs, rewards, smart contracts, games, wallets, marketplaces, or campaigns created, deployed, or managed through the Platform.
1.5 Third-Party ServicesThe Platform may integrate with or rely on third-party services, including crypto wallets, payment processors, blockchain networks, cloud providers, analytics providers, marketplaces, identity providers, game engines, artificial intelligence tools, infrastructure providers, and other services (“Third-Party Services”).The Company does not control Third-Party Services and is not responsible for their availability, functionality, security, pricing, fees, downtime, acts, omissions, terms, policies, or failures.Your use of Third-Party Services is subject to their own terms and policies. You are solely responsible for reviewing and complying with those terms.1.6 Support
The Company may, in its discretion, provide technical, operational, or business support related to the Platform. Unless expressly agreed in a signed order form or written agreement, the Company is not obligated to provide support, maintenance, customization, development, monitoring, hosting, security services, or updates.The Company may charge additional fees for support, custom development, infrastructure management, campaign management, security services, premium support, or other services.
2. Fees, Commissions, and Platform ChargesCertain Platform features may be subject to fees, commissions, subscriptions, transaction charges, revenue share arrangements, infrastructure costs, gas fees, marketplace fees, payment processing fees, or other charges.Applicable fees may be displayed on the Platform, included in an order form, stated in a service agreement, or otherwise agreed in writing.If the Platform deploys or enables smart contracts, marketplace contracts, reward systems, payment flows, token systems, or other monetization mechanisms that include Company commissions, service fees, royalties, or automated deductions, you agree that such fees may be automatically deducted, routed, collected, or otherwise charged as configured.You agree not to remove, bypass, disable, manipulate, or interfere with any fee, commission, royalty, revenue share, smart contract logic, payment routing, or platform charge owed to the Company.You are responsible for all taxes, duties, governmental charges, blockchain gas fees, payment processor fees, chargebacks, refunds, and other costs related to your use of the Platform unless otherwise expressly agreed in writing.
3. License to CompanyYou grant the Company a worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to host, store, reproduce, modify, transmit, display, publish, process, and otherwise use your Content as reasonably necessary to operate, provide, improve, protect, and support the Platform.This license does not transfer ownership of your Content to the Company. You retain ownership of your Content, subject to the rights granted in this Agreement.The Company may retain copies of Content as necessary for backups, security, legal compliance, dispute resolution, fraud prevention, analytics, or legitimate business purposes.
4. Representations and WarrantiesYou represent, warrant, and covenant that:1. You have full power and authority to enter into this Agreement;2. Your use of the Platform will comply with all applicable laws;3. Your Content does not violate any third-party rights;4. You will not use the Platform for fraud, deception, illegal activity, market manipulation, money laundering, sanctions evasion, unauthorized financial activity, unlawful gambling, illegal lotteries, or prohibited goods or services;5. You will not make false or misleading statements about the Company, the Platform, tokens, rewards, games, NFTs, smart contracts, returns, prizes, odds, or digital assets;6. You will not represent that the Company sponsors, endorses, guarantees, or manages your project unless expressly agreed in writing.The Company may report suspected illegal activity to appropriate authorities or service providers.
5. Ownership and RestrictionsAs between you and the Company, the Company owns all rights, title, and interest in and to the Platform, including software, tools, workflows, templates, designs, interfaces, databases, dashboards, smart contract templates, documentation, business logic, know-how, branding, analytics, and related technology.Except as expressly permitted by this Agreement, you may not:1. Copy, modify, reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying structure of the Platform;2. Access the Platform to build a competing product or service;3. Interfere with or disrupt the Platform;4. Bypass usage limits, access controls, fees, commissions, security measures, or technical restrictions;5. Scrape, crawl, harvest, or extract data from the Platform without written permission;6. Use the Platform in a way that damages the Company, other users, third-party providers, or the integrity of any blockchain, marketplace, wallet, game, or reward system.The Company reserves all rights not expressly granted in this Agreement.
6. Third-Party Sites and LinksThe Platform may contain links to third-party websites, applications, marketplaces, wallets, exchanges, games, social platforms, or other online services. The Company is not responsible for any third-party websites, services, content, products, terms, policies, fees, transactions, or damages arising from your use of them.
7. Prohibited ActivitiesYou agree not to use the Platform in connection with:1. Any unlawful, fraudulent, deceptive, abusive, or harmful activity;2. Counterfeit goods, stolen goods, illegal drugs, controlled substances, weapons, money laundering, terrorist financing, sanctions evasion, or other prohibited activity;3. Illegal gambling, illegal wagering, unlicensed lotteries, unlawful sweepstakes, or unauthorized prediction markets;4. Securities offerings, investment contracts, financial products, or token sales that violate applicable law;5. Content that infringes intellectual property rights or violates privacy, publicity, or contractual rights;6. Hate, harassment, exploitation, abuse, threats, malware, phishing, spam, bots, or unauthorized data collection;7. Any activity that could create legal, regulatory, financial, operational, security, or reputational risk for the Company.The Company may suspend, restrict, or terminate access to the Platform if it determines, in its sole discretion, that your activity violates this Agreement or creates risk for the Company, users, partners, or third-party providers.
8. Additional TermsCertain features, campaigns, subscriptions, games, rewards, contests, promotions, marketplaces, integrations, smart contract deployments, or enterprise services may be subject to additional terms, order forms, statements of work, service agreements, or written policies.If there is a conflict between this Agreement and a signed written agreement between you and the Company, the signed written agreement will control for the specific services covered by that agreement. 9. TerminationYou may stop using the Platform at any time.The Company may suspend, restrict, or terminate your access to the Platform at any time, with or without notice, if the Company determines that you violated this Agreement, created risk, failed to pay amounts owed, misused the Platform, violated applicable law, or for any other lawful reason.Upon termination, your right to access and use the Platform will cease immediately. Sections relating to ownership, fees owed, Content licenses, legal compliance, disclaimers, indemnification, limitation of liability, arbitration, and miscellaneous terms will survive termination.
10. Disclaimers; No WarrantiesTHE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY, ACCURACY, RELIABILITY, AND ERROR-FREE OPERATION.THE COMPANY DOES NOT WARRANT THAT:1. THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;2. SMART CONTRACTS, TOKENS, NFTS, WALLETS, MARKETPLACES, GAMES, REWARDS, OR THIRD-PARTY SERVICES WILL FUNCTION WITHOUT ERROR;3. DEFECTS WILL BE CORRECTED;4. THE PLATFORM WILL MEET YOUR BUSINESS, LEGAL, FINANCIAL, TECHNICAL, OR REGULATORY REQUIREMENTS;5. ANY DIGITAL ASSET, TOKEN, NFT, REWARD, POINT, OR GAME ITEM WILL HAVE VALUE, LIQUIDITY, OR LEGAL STATUS.YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE PLATFORM AND FOR OBTAINING LEGAL, TAX, FINANCIAL, TECHNICAL, AND REGULATORY ADVICE AS NEEDED.
11. IndemnificationYou agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, contractors, attorneys, advisors, agents, licensors, service providers, and partners from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:1. Your use or misuse of the Platform;2. Your Content;3. Your tokens, NFTs, smart contracts, games, rewards, campaigns, marketplaces, prediction markets, wallets, or digital products;4. Your violation of this Agreement;5. Your violation of applicable law;6. Your violation of third-party rights;7. Any dispute between you and your users, customers, players, buyers, sellers, partners, or service providers.The Company may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with the Company’s defense. You may not settle any claim without the Company’s prior written consent.
12. Limitation of LiabilityTO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, AND PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR LOST PROFIT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM.THIS INCLUDES DAMAGES RELATED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOST DIGITAL ASSETS, LOST TOKENS, LOST NFTS, WALLET COMPROMISE, SMART CONTRACT FAILURE, NETWORK FAILURE, SERVICE INTERRUPTION, MARKETPLACE FAILURE, THIRD-PARTY SERVICE FAILURE, REGULATORY ACTION, OR BUSINESS INTERRUPTION.TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF:1. THE AMOUNT YOU PAID TO THE COMPANY FOR USE OF THE PLATFORM DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR2. FIFTY U.S. DOLLARS.Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.
13. Arbitration13.1 Agreement to ArbitrateYou and the Company agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or your relationship with the Company shall be resolved by binding arbitration, except for claims that qualify for small claims court or claims seeking injunctive relief for misuse of intellectual property, unauthorized access, confidentiality violations, or security-related matters.The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. 13.2 Class Action WaiverYOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS.NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR SIMILAR PROCEEDING.The arbitrator may not consolidate claims of more than one person or preside over any class, collective, or representative proceeding unless both Parties expressly agree in writing. 13.3 Arbitration RulesArbitration will be conducted by a neutral arbitrator under the rules of the American Arbitration Association (“AAA”), except as modified by this Agreement.The arbitrator must follow this Agreement, including the limitation of liability provisions. 13.4 Arbitration LocationUnless otherwise agreed by the Parties, arbitration shall take place in Florida or may be conducted virtually, by telephone, or based on written submissions where permitted by the applicable arbitration rules. 13.5 Arbitration CostsPayment of filing, administration, and arbitrator fees will be governed by the AAA Rules. Each Party shall be responsible for its own attorneys’ fees and costs unless applicable law provides otherwise. 13.6 ConfidentialityThe arbitration proceeding, submissions, evidence, rulings, decisions, and awards shall be confidential to the maximum extent permitted by law. 13.7 SeverabilityIf any portion of this arbitration agreement is found unenforceable, the unenforceable portion shall be severed, and the remaining portions shall remain in effect, except that if the class action waiver is found unenforceable, the entire arbitration agreement shall be void.
14. Miscellaneous 14.1 Changes to this AgreementThe Company may modify this Agreement from time to time. Changes may be posted on the Company website, within the Platform, or provided through other reasonable means.Changes will become effective when posted or when you continue using the Platform after notice of the updated terms, unless a later date is stated. 14.2 Relationship of the PartiesThe Parties are independent contractors. This Agreement does not create a partnership, joint venture, employment relationship, agency relationship, franchise, or fiduciary relationship. 14.3 AssignmentYou may not assign or transfer this Agreement without the Company’s prior written consent.The Company may assign this Agreement in connection with a merger, acquisition, restructuring, sale of assets, change of control, or transfer of business operations. 14.4 Force MajeureThe Company shall not be liable for any delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet failures, telecommunications failures, cyberattacks, blockchain network issues, smart contract exploits, third-party service failures, war, terrorism, riots, governmental action, regulatory changes, or infrastructure outages. 14.5 Governing LawThis Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law principles.Any dispute not subject to arbitration shall be brought exclusively in the state or federal courts located in Florida, and you consent to the jurisdiction and venue of such courts. 14.6 WaiverFailure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. 14.7 SeverabilityIf any provision of this Agreement is found invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. 14.8 NoticesYou agree that the Company may provide notices electronically, including by email, Platform notification, website posting, or other electronic communication. 14.9 InterpretationHeadings are for convenience only and do not affect interpretation. Words such as “including” mean “including without limitation.” 14.10 Entire AgreementThis Agreement, together with the Privacy Policy and any applicable additional terms, order forms, or signed written agreements, constitutes the entire agreement between you and the Company regarding the Platform.
2. Fees, Commissions, and Platform ChargesCertain Platform features may be subject to fees, commissions, subscriptions, transaction charges, revenue share arrangements, infrastructure costs, gas fees, marketplace fees, payment processing fees, or other charges.Applicable fees may be displayed on the Platform, included in an order form, stated in a service agreement, or otherwise agreed in writing.If the Platform deploys or enables smart contracts, marketplace contracts, reward systems, payment flows, token systems, or other monetization mechanisms that include Company commissions, service fees, royalties, or automated deductions, you agree that such fees may be automatically deducted, routed, collected, or otherwise charged as configured.You agree not to remove, bypass, disable, manipulate, or interfere with any fee, commission, royalty, revenue share, smart contract logic, payment routing, or platform charge owed to the Company.You are responsible for all taxes, duties, governmental charges, blockchain gas fees, payment processor fees, chargebacks, refunds, and other costs related to your use of the Platform unless otherwise expressly agreed in writing.
3. License to CompanyYou grant the Company a worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to host, store, reproduce, modify, transmit, display, publish, process, and otherwise use your Content as reasonably necessary to operate, provide, improve, protect, and support the Platform.This license does not transfer ownership of your Content to the Company. You retain ownership of your Content, subject to the rights granted in this Agreement.The Company may retain copies of Content as necessary for backups, security, legal compliance, dispute resolution, fraud prevention, analytics, or legitimate business purposes.
4. Representations and WarrantiesYou represent, warrant, and covenant that:1. You have full power and authority to enter into this Agreement;2. Your use of the Platform will comply with all applicable laws;3. Your Content does not violate any third-party rights;4. You will not use the Platform for fraud, deception, illegal activity, market manipulation, money laundering, sanctions evasion, unauthorized financial activity, unlawful gambling, illegal lotteries, or prohibited goods or services;5. You will not make false or misleading statements about the Company, the Platform, tokens, rewards, games, NFTs, smart contracts, returns, prizes, odds, or digital assets;6. You will not represent that the Company sponsors, endorses, guarantees, or manages your project unless expressly agreed in writing.The Company may report suspected illegal activity to appropriate authorities or service providers.
5. Ownership and RestrictionsAs between you and the Company, the Company owns all rights, title, and interest in and to the Platform, including software, tools, workflows, templates, designs, interfaces, databases, dashboards, smart contract templates, documentation, business logic, know-how, branding, analytics, and related technology.Except as expressly permitted by this Agreement, you may not:1. Copy, modify, reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying structure of the Platform;2. Access the Platform to build a competing product or service;3. Interfere with or disrupt the Platform;4. Bypass usage limits, access controls, fees, commissions, security measures, or technical restrictions;5. Scrape, crawl, harvest, or extract data from the Platform without written permission;6. Use the Platform in a way that damages the Company, other users, third-party providers, or the integrity of any blockchain, marketplace, wallet, game, or reward system.The Company reserves all rights not expressly granted in this Agreement.
6. Third-Party Sites and LinksThe Platform may contain links to third-party websites, applications, marketplaces, wallets, exchanges, games, social platforms, or other online services. The Company is not responsible for any third-party websites, services, content, products, terms, policies, fees, transactions, or damages arising from your use of them.
7. Prohibited ActivitiesYou agree not to use the Platform in connection with:1. Any unlawful, fraudulent, deceptive, abusive, or harmful activity;2. Counterfeit goods, stolen goods, illegal drugs, controlled substances, weapons, money laundering, terrorist financing, sanctions evasion, or other prohibited activity;3. Illegal gambling, illegal wagering, unlicensed lotteries, unlawful sweepstakes, or unauthorized prediction markets;4. Securities offerings, investment contracts, financial products, or token sales that violate applicable law;5. Content that infringes intellectual property rights or violates privacy, publicity, or contractual rights;6. Hate, harassment, exploitation, abuse, threats, malware, phishing, spam, bots, or unauthorized data collection;7. Any activity that could create legal, regulatory, financial, operational, security, or reputational risk for the Company.The Company may suspend, restrict, or terminate access to the Platform if it determines, in its sole discretion, that your activity violates this Agreement or creates risk for the Company, users, partners, or third-party providers.
8. Additional TermsCertain features, campaigns, subscriptions, games, rewards, contests, promotions, marketplaces, integrations, smart contract deployments, or enterprise services may be subject to additional terms, order forms, statements of work, service agreements, or written policies.If there is a conflict between this Agreement and a signed written agreement between you and the Company, the signed written agreement will control for the specific services covered by that agreement. 9. TerminationYou may stop using the Platform at any time.The Company may suspend, restrict, or terminate your access to the Platform at any time, with or without notice, if the Company determines that you violated this Agreement, created risk, failed to pay amounts owed, misused the Platform, violated applicable law, or for any other lawful reason.Upon termination, your right to access and use the Platform will cease immediately. Sections relating to ownership, fees owed, Content licenses, legal compliance, disclaimers, indemnification, limitation of liability, arbitration, and miscellaneous terms will survive termination.
10. Disclaimers; No WarrantiesTHE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY, ACCURACY, RELIABILITY, AND ERROR-FREE OPERATION.THE COMPANY DOES NOT WARRANT THAT:1. THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;2. SMART CONTRACTS, TOKENS, NFTS, WALLETS, MARKETPLACES, GAMES, REWARDS, OR THIRD-PARTY SERVICES WILL FUNCTION WITHOUT ERROR;3. DEFECTS WILL BE CORRECTED;4. THE PLATFORM WILL MEET YOUR BUSINESS, LEGAL, FINANCIAL, TECHNICAL, OR REGULATORY REQUIREMENTS;5. ANY DIGITAL ASSET, TOKEN, NFT, REWARD, POINT, OR GAME ITEM WILL HAVE VALUE, LIQUIDITY, OR LEGAL STATUS.YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE PLATFORM AND FOR OBTAINING LEGAL, TAX, FINANCIAL, TECHNICAL, AND REGULATORY ADVICE AS NEEDED.
11. IndemnificationYou agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, contractors, attorneys, advisors, agents, licensors, service providers, and partners from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:1. Your use or misuse of the Platform;2. Your Content;3. Your tokens, NFTs, smart contracts, games, rewards, campaigns, marketplaces, prediction markets, wallets, or digital products;4. Your violation of this Agreement;5. Your violation of applicable law;6. Your violation of third-party rights;7. Any dispute between you and your users, customers, players, buyers, sellers, partners, or service providers.The Company may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with the Company’s defense. You may not settle any claim without the Company’s prior written consent.
12. Limitation of LiabilityTO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, AND PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR LOST PROFIT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM.THIS INCLUDES DAMAGES RELATED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOST DIGITAL ASSETS, LOST TOKENS, LOST NFTS, WALLET COMPROMISE, SMART CONTRACT FAILURE, NETWORK FAILURE, SERVICE INTERRUPTION, MARKETPLACE FAILURE, THIRD-PARTY SERVICE FAILURE, REGULATORY ACTION, OR BUSINESS INTERRUPTION.TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF:1. THE AMOUNT YOU PAID TO THE COMPANY FOR USE OF THE PLATFORM DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR2. FIFTY U.S. DOLLARS.Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.
13. Arbitration13.1 Agreement to ArbitrateYou and the Company agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or your relationship with the Company shall be resolved by binding arbitration, except for claims that qualify for small claims court or claims seeking injunctive relief for misuse of intellectual property, unauthorized access, confidentiality violations, or security-related matters.The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. 13.2 Class Action WaiverYOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS.NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR SIMILAR PROCEEDING.The arbitrator may not consolidate claims of more than one person or preside over any class, collective, or representative proceeding unless both Parties expressly agree in writing. 13.3 Arbitration RulesArbitration will be conducted by a neutral arbitrator under the rules of the American Arbitration Association (“AAA”), except as modified by this Agreement.The arbitrator must follow this Agreement, including the limitation of liability provisions. 13.4 Arbitration LocationUnless otherwise agreed by the Parties, arbitration shall take place in Florida or may be conducted virtually, by telephone, or based on written submissions where permitted by the applicable arbitration rules. 13.5 Arbitration CostsPayment of filing, administration, and arbitrator fees will be governed by the AAA Rules. Each Party shall be responsible for its own attorneys’ fees and costs unless applicable law provides otherwise. 13.6 ConfidentialityThe arbitration proceeding, submissions, evidence, rulings, decisions, and awards shall be confidential to the maximum extent permitted by law. 13.7 SeverabilityIf any portion of this arbitration agreement is found unenforceable, the unenforceable portion shall be severed, and the remaining portions shall remain in effect, except that if the class action waiver is found unenforceable, the entire arbitration agreement shall be void.
14. Miscellaneous 14.1 Changes to this AgreementThe Company may modify this Agreement from time to time. Changes may be posted on the Company website, within the Platform, or provided through other reasonable means.Changes will become effective when posted or when you continue using the Platform after notice of the updated terms, unless a later date is stated. 14.2 Relationship of the PartiesThe Parties are independent contractors. This Agreement does not create a partnership, joint venture, employment relationship, agency relationship, franchise, or fiduciary relationship. 14.3 AssignmentYou may not assign or transfer this Agreement without the Company’s prior written consent.The Company may assign this Agreement in connection with a merger, acquisition, restructuring, sale of assets, change of control, or transfer of business operations. 14.4 Force MajeureThe Company shall not be liable for any delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet failures, telecommunications failures, cyberattacks, blockchain network issues, smart contract exploits, third-party service failures, war, terrorism, riots, governmental action, regulatory changes, or infrastructure outages. 14.5 Governing LawThis Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law principles.Any dispute not subject to arbitration shall be brought exclusively in the state or federal courts located in Florida, and you consent to the jurisdiction and venue of such courts. 14.6 WaiverFailure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. 14.7 SeverabilityIf any provision of this Agreement is found invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. 14.8 NoticesYou agree that the Company may provide notices electronically, including by email, Platform notification, website posting, or other electronic communication. 14.9 InterpretationHeadings are for convenience only and do not affect interpretation. Words such as “including” mean “including without limitation.” 14.10 Entire AgreementThis Agreement, together with the Privacy Policy and any applicable additional terms, order forms, or signed written agreements, constitutes the entire agreement between you and the Company regarding the Platform.