Terms of Service
JBM Block LLCRegistered Address: 1200 Riverplace Blvd Suite 105, Jacksonville, FL 32207
TERMS OF SERVICE
Thank you for using JBM Block Studio, including its web-based platform, development tools, admin dashboards, smart contract deployment tools, tokenization tools, wallet-related features, marketplace tools, gamification modules, rewards tools, templates, integrations, and related hosted services made available by JBM Block LLC. collectively, the “Software” or the “Platform”.
These Terms of Service “Agreement” govern your access to and use of the Software. You and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Please read this Agreement carefully, as it includes important terms regarding your legal rights, including Section 13, which requires certain claims to be resolved by arbitration instead of in court, and limits your ability to bring class action claims against the Company.
You should only access or use the Software if you agree to be legally bound by all terms and conditions of this Agreement. Your access to or use of the Software constitutes your agreement to be bound by this Agreement. If you do not agree with any part of this Agreement, you must not access, connect a wallet to, create assets through, deploy contracts through, or otherwise use the Software.
If you use JBM Block Studio’s services, you agree to these Terms of Service and any additional terms posted or made available by JBM Block LLC from time to time, including any applicable privacy policy, product-specific terms, order forms, service agreements, or feature-specific terms.
Note for Children. Use of the Software by anyone under the age of 13 is prohibited. By accessing or using the Software, you represent and warrant that you are at least 13 years of age.
The Company’s Privacy Policy, as may be updated from time to time, describes the collection, use, and disclosure of data and information by the Company in connection with the Software. The Privacy Policy is hereby incorporated into this Agreement, and you agree to the collection, use, and disclosure practices described therein.
1. Use of Software
1.1 License.
JBM Block Studio is a web-based platform that allows users to configure, create, deploy, manage, and interact with blockchain-based and digital monetization products, which may include smart contracts, fungible and non-fungible tokens, digital collectibles, marketplaces, in-app wallets, reward systems, loyalty tools, gamification modules, prediction markets, raffles, prize campaigns, tokenization tools, and related Web3 or digital commerce functionality.
Subject to all terms and conditions of this Agreement, the Company grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable, revocable license, with no right to sublicense, to access and use the Software through a compatible web browser or other Company-approved interface, solely in the manner made available and enabled by the Company, and solely in accordance with any applicable documentation, service terms, order forms, product limitations, and usage rules provided by the Company from time to time.
The Software may include hosted tools, dashboards, templates, smart contract deployment workflows, integrations with third-party services, and platform-managed infrastructure. The Company is not providing a standalone software development kit, downloadable SDK, or unrestricted code package unless expressly stated in a separate written agreement signed by the Company.
To the extent your use of the Software results in the creation, configuration, deployment, or management of any application, token, smart contract, digital asset, marketplace, reward system, wallet-related feature, or other digital product, you are solely responsible for your use of such product, including its content, legal compliance, business model, user-facing terms, taxes, consumer disclosures, and regulatory obligations.
The specific capabilities, features, patches, updates, integrations, supported blockchains, supported wallets, service availability, and functionality of the Software may change from time to time in the Company’s sole discretion, with or without prior notice. The Company may suspend, restrict, modify, or discontinue the Software, or your ability to access or use all or any part of it, for any or no reason, with or without prior notice, subject to any separate written agreement between you and the Company.
1.2 Token Content.
The Software may allow you to create, configure, upload, display, manage, mint, or deploy fungible tokens, non-fungible tokens, digital collectibles, rewards, campaigns, marketplace listings, smart contracts, digital assets, or related materials.
With respect to any text, images, videos, animations, logos, trademarks, works of authorship, user data, reward content, campaign materials, metadata, names, descriptions, or other content and materials of any kind that you upload, submit, configure, or use through the Software “Content”, you represent and warrant that you either own or have all rights, licenses, consents, and permissions necessary to use such Content in connection with the Software.
You are solely responsible for ensuring that your Content and your use of the Software do not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy rights, publicity rights, contractual rights, consumer protection laws, or other rights of any third party.
Other than as expressly set forth in Section 1.3 below, you are solely responsible for determining the content, rules, terms, economics, rights, restrictions, rewards, utility, transferability, and legal treatment of any token, smart contract, campaign, marketplace, wallet-related feature, or digital product you create or manage through the Software.
You represent and warrant that you will not make any representations or warranties relating to the Company or the Software in connection with any applications, tokens, digital assets, campaigns, rewards, or products you create through use of the Software, except as expressly authorized by the Company in writing.
1.3 Legal Compliance.
You acknowledge that activities undertaken in connection with your use of the Software and any tokens, applications, rewards, marketplaces, campaigns, payment flows, wallet-related features, or digital products created or managed through use of the Software may be regulated by federal, state, local, and international laws, rules, and regulations.
Such laws may include, without limitation, securities laws, commodities laws, money transmission laws, consumer protection laws, gaming, sweepstakes, raffle, contest, lottery, gambling, tax, data privacy, advertising, intellectual property, sanctions, anti-money laundering, and payment processing rules.
You are solely responsible for complying with, and agree to comply with, all laws, rules, regulations, platform policies, payment processor rules, third-party service terms, and regulatory obligations applicable to your use of the Software and any exploitation of any tokens, applications, marketplaces, campaigns, rewards, or digital products you create or manage through such use.
Without limiting the generality of the foregoing, you will not use the Software to create, issue, promote, sell, or manage any token, digital asset, reward, campaign, or product that may constitute a security, regulated financial instrument, unlawful gambling product, illegal lottery, unlicensed money transmission activity, or otherwise prohibited activity under applicable law.
You agree not to access or use the Software from any country or jurisdiction in which such access or use is prohibited by applicable law.
You hereby represent and warrant that you are not:i. located in, and will not use the Software in, a jurisdiction that is subject to United States economic sanctions;ii. a person listed on any U.S. Government blocklist, including the List of Specially Designated Nationals and Blocked Persons, the Consolidated Sanctions List administered by OFAC, or the Denied Persons List or Entity List administered by the U.S. Department of Commerce; oriii. controlled or owned by any such sanctioned or blocked person.
1.4 Assumption of Risk.
You acknowledge that blockchain, cryptographic, digital wallet, decentralized computing, artificial intelligence, digital rewards, and related technologies are evolving rapidly, and that the risks associated with deploying, transacting on, integrating, or otherwise using such technologies may not be fully known and may evolve over time.
You hereby assume all such risks, known and unknown, whether they currently exist or develop in the future. You further agree that the Company and its affiliates, and its and their officers, directors, employees, shareholders, contractors, attorneys, advisers, and agents shall have no liability in connection with the risks of using such technologies.
Without limiting the generality of the foregoing, you assume all risk associated with unauthorized access to, misuse of, theft of, loss of, or inability to access any tokens, wallets, digital assets, smart contracts, rewards, marketplace listings, user accounts, private keys, credentials, or other assets or systems used in connection with the Software.
1.5 Third Party Properties.
The Software may include features or functionality provided by, or that interoperate with, software, networks, blockchains, wallets, marketplaces, payment processors, hosting services, APIs, cloud providers, artificial intelligence tools, identity providers, analytics platforms, or other services developed, owned, controlled, or operated by third parties “Third Party Properties”.
Third Party Properties may include, without limitation, crypto wallets, blockchain networks, NFT marketplaces, payment gateways, authentication providers, infrastructure providers, data providers, and external platforms.
Third Party Properties, the availability of related features and functionality within the Software, and the interoperability of the Software with Third Party Properties may be modified, suspended, restricted, or terminated at any time and without prior notice.
You agree that the Company shall have no liability with respect to any Third Party Properties, including any errors, defects, downtime, delays, service interruptions, security breaches, policy changes, fees, transaction failures, asset losses, or other adverse events relating to Third Party Properties.
You are solely responsible for ensuring that your use of the Software in connection with any Third Party Properties complies with all policies, terms, rules, and laws applicable thereto.
1.6 Support.
The Company is not obligated to provide you with any support or assistance related to accessing, configuring, operating, integrating, deploying, modifying, upgrading, or using the Software, diagnosing or resolving Software-related issues, answering Software-related questions, or otherwise assisting you in connection with the Software, unless such support is expressly included in a separate written agreement, order form, service agreement, or support plan.
The Company may, in its sole discretion, decide to provide support or assistance, provided that the Company may discontinue such support or assistance at any time in its sole discretion for any reason or no reason, with or without notice.
The Company reserves the right to charge for support, implementation, configuration, customization, maintenance, hosting, managed infrastructure, premium assistance, or other services in its sole discretion, unless otherwise agreed in writing.
2. Commissions
The Company’s platform, smart contracts, marketplace tools, tokenization tools, payment flows, reward systems, or other Software features may include Company fees, commissions, royalties, service charges, transaction fees, platform fees, usage fees, or other amounts payable to the Company, if applicable.
Any applicable commission, fee, royalty, or payment structure shall be determined by the Company in its sole discretion and may be displayed within the Software, stated in an applicable order form, included in a separate service agreement, or otherwise disclosed by the Company.
For the avoidance of doubt, different products, campaigns, smart contracts, marketplaces, integrations, networks, or deployment dates may be subject to different fee or commission structures.
You hereby consent that applicable commissions, platform fees, royalties, or other charges may be automatically deducted, withheld, routed, or invoiced from proceeds, transactions, subscriptions, redemptions, sales, marketplace activity, or other activity processed through or connected to the Software, where technically or commercially applicable.
You agree not to attempt to delete, modify, bypass, disable, obscure, interfere with, or otherwise tamper with any smart contract logic, payment routing, commission structure, royalty structure, platform fee, usage tracking, service fee, or other mechanism intended to compensate the Company.
You also agree to provide notice of and obtain consent to the foregoing from third parties you engage in transactions with, where applicable, and shall obligate such third parties to provide notice to and obtain consent from other parties as reasonably required.
3. License to Company
You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable license to reproduce, modify, reformat, host, cache, store, transmit, display, perform, distribute, process, analyze, and otherwise use all Content submitted or provided to the Company in connection with your use of the Software in any manner necessary or desirable to provide, operate, secure, improve, support, promote, or maintain the features and functionality of the Software.
The aforementioned license will terminate with respect to any particular item of Content when you or the Company remove it from the Software, provided that you acknowledge that such license survives to the extent necessary for copies of your Content to be retained by the Company for backups, legal compliance, dispute resolution, audit, security, fraud prevention, transaction history, or continued operation of previously deployed products or services.
4. Representations and Warranties
You represent, warrant, and covenant to the Company that:
a. you have the full power and authority to enter into this Agreement;b. the execution of this Agreement and performance of your obligations under this Agreement do not violate any other agreement to which you are a party;c. this Agreement constitutes a legal, valid, and binding obligation when accepted or executed;d. your use of the Software will comply with all applicable laws, regulations, third-party rights, and contractual obligations; ande. all information, Content, and materials you provide to the Company are accurate, lawful, and do not infringe or violate the rights of any third party.
You also represent, warrant, and covenant to the Company that, in connection with this Agreement or the Software, you will not attempt to:
i. violate any laws, rules, or regulations;ii. infringe, misappropriate, or otherwise violate any third-party rights;iii. use the Software if the Company has banned, suspended, restricted, or terminated your access;iv. defraud the Company or any other person;v. manipulate, bypass, or interfere with platform rules, smart contract logic, commissions, usage limits, reward logic, or security features; orvi. use the Software for any unauthorized, unlawful, deceptive, abusive, or high-risk purpose.
Any potentially illegal activities undertaken in connection with the Software may be referred to any authorities deemed appropriate by the Company in its sole discretion.
5. Ownership; Restrictions
As between you and the Company, the Company owns all worldwide right, title, and interest, including all intellectual property and other proprietary rights, in and to the Software, Company Materials, platform architecture, interfaces, workflows, templates, smart contract templates, documentation, designs, dashboards, data models, code, business logic, know-how, methods, processes, and all usage and other data generated or collected by the Company in connection with the use thereof “Company Materials”.
Except as expressly set forth herein or as may be authorized pursuant to a separate written license agreement between you and the Company, you agree not to:
i. make any unauthorized use of the Company Materials;ii. copy, reproduce, modify, distribute, sell, lease, sublicense, or commercially exploit the Company Materials;iii. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithm, business logic, architecture, or programs underlying the Company Materials;iv. bypass, disable, or interfere with security, access control, rate limits, fee systems, commission systems, or usage restrictions;v. scrape, harvest, extract, or use data from the Software except as expressly permitted by the Company; orvi. use the Company Materials to build, train, support, or operate a competing product or service.
The foregoing does not override any rights set forth pursuant to a separate open-source code license agreement agreed to in connection with any other distribution of all or part of the Software which may be made available by the Company in its sole discretion.
The Company reserves the right to modify or discontinue the Software or any version thereof at any time in its sole discretion, with or without notice.
6. Third Party Sites
The Software may include advertisements, integrations, references, buttons, widgets, APIs, or links to third-party websites or online services that are owned and operated by third parties.
If you use such links, integrations, or services, you may leave the Company’s website or interact with third-party systems outside of the Company’s control.
You acknowledge and agree that the Company is not responsible and shall have no liability for the content, functionality, accuracy, policies, products, services, availability, security, or practices of such third-party sites and services, or for any use of or interaction with such sites or services.
7. Prohibited Activities
You agree not to use the Software in relation to any activities associated with or connected to:
i. any violation of any law, rule, or regulation, including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, securities, financial services, gaming, gambling, sweepstakes, privacy, sanctions, or anti-money laundering;ii. illegal, fraudulent, deceptive, harmful, or unauthorized goods or services, including but not limited to counterfeit goods, stolen goods, illegal or controlled substances, substances that pose a risk to consumer safety, illegal online gambling or wagering, escort services, prostitution, pyramid schemes, unlicensed sale of firearms or certain weapons, or any type of money laundering;iii. any activity that the Company deems, in its sole discretion, may be associated with a high level of risk, may create liability for the Company, may harm users, may harm the Company’s reputation, or may cause the Company to lose the services of any third-party service providers;iv. any unauthorized financial product, investment product, security token, lending product, derivative, yield product, staking program, prediction market, raffle, contest, sweepstakes, lottery, or reward program that is not legally compliant in all applicable jurisdictions; orv. any activity involving malware, phishing, unauthorized access, bot activity, data scraping, credential theft, market manipulation, fake engagement, wash trading, or other abusive practices.
You may not use the Software in any manner that, in the Company’s sole discretion, could damage, disable, overburden, impair, interfere with, or disrupt the Software or any other party’s use of it.
You may not obtain or attempt to obtain any materials, data, systems, or information through any means not intentionally made available through the Software.
You agree not to scrape any content from the Software or use any automated means to access, download, gather, extract, crawl, monitor, or copy information from the Software other than automated means intentionally made available by the Company.
You agree not to bypass any robot exclusion measures, access controls, usage limits, security systems, or technical restrictions the Company may put into place.
8. Additional Terms
Use of certain features, tools, services, campaigns, promotions, events, contests, raffles, rewards, marketplaces, tokens, payment flows, subscriptions, wallets, or materials on the Software may be subject to additional terms and conditions posted on the Software or provided separately by the Company.
Such additional terms and conditions are hereby incorporated within this Agreement, and you agree to comply with such additional terms and conditions with respect to such use or participation.
In the event of a conflict between this Agreement and any separately executed written agreement, service agreement, order form, or product-specific terms signed or approved by the Company, the more specific written terms shall control solely with respect to the subject matter covered by those terms.
9. Termination
You may terminate this Agreement at any time, without notice, for any reason or no reason, by disconnecting any connected wallet, closing your account if applicable, and ceasing all use of the Software.
You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement or your use of the Software at any time and without notice.
The Company may also, in its sole discretion and at any time, suspend, restrict, disable, or discontinue providing the Software, or any part thereof, with or without notice and for any reason or no reason.
You agree that the Company shall not be liable to you or any third party for any such termination, suspension, restriction, or discontinuation.
Sections 1.2 through 1.6 and 2 through 14 inclusive will survive any termination of this Agreement.
10. Disclaimers; No Warranties
THE SOFTWARE AND ANY SOFTWARE CODE, DOCUMENTATION, INFORMATION, PLATFORM TOOLS, SMART CONTRACT TEMPLATES, DASHBOARDS, INTEGRATIONS, HOSTED SERVICES, OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS, AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS, AND PARTNERS DO NOT WARRANT THAT THE FEATURES, FUNCTIONALITY, SMART CONTRACTS, HOSTED SERVICES, BLOCKCHAIN INTERACTIONS, MARKETPLACE TOOLS, WALLET-RELATED FEATURES, REWARD SYSTEMS, OR THIRD-PARTY INTEGRATIONS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, OR AVAILABLE AT ALL TIMES.
THE COMPANY DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE OR THE SERVERS, NETWORKS, BLOCKCHAINS, OR SERVICES THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES, MALWARE, VULNERABILITIES, OR OTHER HARMFUL COMPONENTS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
11. Indemnification
You agree to defend, indemnify, and hold harmless the Company and its affiliated companies, and each of its and their officers, directors, employees, contractors, attorneys, advisers, shareholders, and agents, from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorney’s fees, any of the foregoing, a “Claim”, arising out of or relating to:
i. your use or misuse of the Software;ii. your Content;iii. your applications, tokens, smart contracts, digital assets, rewards, campaigns, marketplaces, wallets, transactions, payment flows, or digital products created, configured, deployed, or managed through the Software;iv. your breach of this Agreement;v. your violation of any law, regulation, third-party right, third-party service term, payment processor rule, or platform policy;vi. your infringement, misappropriation, or violation of the intellectual property or other rights of any person or entity; orvii. any legal, regulatory, tax, consumer, payment, securities, gaming, gambling, sweepstakes, privacy, or data-related issue arising from your use of the Software or your business activities.
The foregoing does not obligate you solely to the extent the Claim arises out of the Company’s willful misconduct or gross negligence.
You also agree to indemnify the Company in connection with any appearance, testimony, deposition, production, subpoena response, legal hold, regulatory inquiry, or other involvement in any way by the Company or any of its affiliated companies, or any of its or their officers, directors, employees, contractors, attorneys, advisers, shareholders, or agents, in connection with any legal proceeding in which the Software or your use thereof is being directly or indirectly relied upon, referred to, investigated, or otherwise used by any party.
The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company, and you agree to cooperate with the Company’s defense of these claims.
You will not make any admission of liability or agree to any settlement in connection with any Claim without the Company’s prior written consent, which shall not be unreasonably withheld.
12. Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, OR ITS AND THEIR CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, THIRD-PARTY PARTNERS, LICENSORS, OR SERVICE PROVIDERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE SOFTWARE, INCLUDING YOUR USE THEREOF, YOUR CONTENT, YOUR TOKENS, YOUR SMART CONTRACTS, YOUR APPLICATIONS, YOUR CAMPAIGNS, YOUR MARKETPLACE ACTIVITY, YOUR REWARD SYSTEMS, YOUR WALLET-RELATED ACTIVITY, YOUR THIRD-PARTY INTEGRATIONS, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR A COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY, IN WHICH CASE THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY OR ITS AFFILIATES, OR ITS AND THEIR CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, THIRD-PARTY PARTNERS, LICENSORS, OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE EXCEED FIFTY U.S. DOLLARS.
13. Arbitration
13.1 Agreement to Arbitrate.
This Section 13 is referred to herein as the “Arbitration Agreement.”
The Parties agree that any and all controversies, claims, or disputes between you and the Company arising out of, relating to, or resulting from this Agreement or the Software shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action, other than a small claims court action to the extent the claim qualifies.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
13.2 Class Action Waiver.
THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.
UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.
THE ARBITRATOR MAY AWARD RELIEF, INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF, ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS.
13.3 Procedures.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s “AAA” rules and procedures, the “AAA Rules”, as modified by this Arbitration Agreement.
If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.
The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation the limitation of liability provisions in Section 12.
You may visit the AAA website for information on the AAA and how to file a claim against the Company.
13.4 Venue.
The arbitration shall be held in Miami-Dade County, Florida, unless another location is mutually agreed by the Parties or unless applicable law requires otherwise.
If the value of the relief sought is $10,000 or less, you or the Company may elect to have the arbitration conducted virtually, by telephone, or based solely on written submissions, which election shall be binding on each Party, subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant.
Attendance at any in-person hearing may be made virtually or by telephone by either or both Parties unless the arbitrator requires otherwise.
13.5 Governing Law.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Florida, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law.
The arbitrator shall not be bound by rulings in prior arbitrations involving different Software users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
13.6 Costs of Arbitration.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.
Each Party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation all attorney fees, unless applicable law provides otherwise.
13.7 Confidentiality.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all Parties, except to the extent disclosure is required by law, regulation, court order, or enforcement of the arbitration award.
13.8 Severability.
If a court decides that any term or provision of this Arbitration Agreement other than Section 13.2 is invalid or unenforceable, the Parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.
If a court decides that any of the provisions of Section 13.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void.
The remainder of this Agreement will continue to apply.
14. Miscellaneous
14.1 Changes.
The Company may make modifications, deletions, and additions to this Agreement “Changes” at any time.
Changes will be effective:i. thirty 30 days after the Company provides notice of the Changes, whether such notice is provided through the Software user interface, the Company website, email, or otherwise; orii. when you opt in, continue using the Software, or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.
14.2 Relationship of the Parties.
You and the Company are independent contractors with respect to each other.
This Agreement does not constitute and shall not be construed as constituting a partnership, joint venture, franchise, agency, fiduciary, or employee-employer relationship.
No Party shall have any right to obligate or bind any other Party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties.
14.3 Assignment.
You may not assign any of your rights or obligations under this Agreement without the prior written consent of the Company.
The Company may assign its rights and obligations under this Agreement in connection with any merger, consolidation, reorganization, change in control, sale of all or substantially all of its assets, corporate restructuring, or similar transaction.
This Agreement inures to the benefit of and shall be binding on the Company’s permitted assignees, transferees, and successors.
14.4 Force Majeure.
You acknowledge that the Company will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including but not limited to labor disputes, strikes, lockouts, internet or telecommunications failures, blockchain network failures, third-party service outages, shortages of or inability to obtain labor, energy, hosting, cloud services, software, or supplies, war, terrorism, riot, acts of God, governmental action, regulatory action, payment processor action, acts by hackers or other malicious third parties, and problems with the Internet generally.
Such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
14.5 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law.
You agree that any action at law or in equity arising out of or relating to this Agreement or the Software that is not subject to arbitration under Section 13 shall be filed only in the state or federal courts located in Florida, or a small claims court of competent jurisdiction, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
The failure of any Party at any time to require performance of any provision of this Agreement shall in no manner affect such Party’s right at a later time to enforce the same.
14.6 Waiver.
A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company as permitted herein.
14.7 Headings and Wording.
Unless otherwise expressly stated in this Agreement, the words “herein,” “hereof,” “hereto,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection, or other subdivision.
The words “include” and “including” are not and should not be construed or interpreted as terms of limitation.
The words “day,” “month,” and “year” mean, respectively, calendar day, calendar month, and calendar year.
Section headings are for reference purposes only and should not be used in the interpretation hereof.
No provision of this Agreement will be construed against either Party as the drafter thereof.
14.8 Notices.
Under this Agreement, you agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.
The Company may provide notices through the Software, by email, by posting to its website, or by any other commercially reasonable method.
14.9 Construction.
This Agreement shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either Party.
14.10 Severability; Counterparts.
If any provision, or portion thereof, of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.
14.11 Entire Agreement.
This Agreement constitutes the complete, final, and exclusive agreement between you and the Company with respect to the subject matter hereof, and shall not be modified except in writing, signed by both Parties, or by a change to this Agreement made by the Company as set forth herein.
Neither Party is relying upon any warranties, representations, assurances, promises, or inducements not expressly set forth herein.
TERMS OF SERVICE
Thank you for using JBM Block Studio, including its web-based platform, development tools, admin dashboards, smart contract deployment tools, tokenization tools, wallet-related features, marketplace tools, gamification modules, rewards tools, templates, integrations, and related hosted services made available by JBM Block LLC. collectively, the “Software” or the “Platform”.
These Terms of Service “Agreement” govern your access to and use of the Software. You and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Please read this Agreement carefully, as it includes important terms regarding your legal rights, including Section 13, which requires certain claims to be resolved by arbitration instead of in court, and limits your ability to bring class action claims against the Company.
You should only access or use the Software if you agree to be legally bound by all terms and conditions of this Agreement. Your access to or use of the Software constitutes your agreement to be bound by this Agreement. If you do not agree with any part of this Agreement, you must not access, connect a wallet to, create assets through, deploy contracts through, or otherwise use the Software.
If you use JBM Block Studio’s services, you agree to these Terms of Service and any additional terms posted or made available by JBM Block LLC from time to time, including any applicable privacy policy, product-specific terms, order forms, service agreements, or feature-specific terms.
Note for Children. Use of the Software by anyone under the age of 13 is prohibited. By accessing or using the Software, you represent and warrant that you are at least 13 years of age.
The Company’s Privacy Policy, as may be updated from time to time, describes the collection, use, and disclosure of data and information by the Company in connection with the Software. The Privacy Policy is hereby incorporated into this Agreement, and you agree to the collection, use, and disclosure practices described therein.
1. Use of Software
1.1 License.
JBM Block Studio is a web-based platform that allows users to configure, create, deploy, manage, and interact with blockchain-based and digital monetization products, which may include smart contracts, fungible and non-fungible tokens, digital collectibles, marketplaces, in-app wallets, reward systems, loyalty tools, gamification modules, prediction markets, raffles, prize campaigns, tokenization tools, and related Web3 or digital commerce functionality.
Subject to all terms and conditions of this Agreement, the Company grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable, revocable license, with no right to sublicense, to access and use the Software through a compatible web browser or other Company-approved interface, solely in the manner made available and enabled by the Company, and solely in accordance with any applicable documentation, service terms, order forms, product limitations, and usage rules provided by the Company from time to time.
The Software may include hosted tools, dashboards, templates, smart contract deployment workflows, integrations with third-party services, and platform-managed infrastructure. The Company is not providing a standalone software development kit, downloadable SDK, or unrestricted code package unless expressly stated in a separate written agreement signed by the Company.
To the extent your use of the Software results in the creation, configuration, deployment, or management of any application, token, smart contract, digital asset, marketplace, reward system, wallet-related feature, or other digital product, you are solely responsible for your use of such product, including its content, legal compliance, business model, user-facing terms, taxes, consumer disclosures, and regulatory obligations.
The specific capabilities, features, patches, updates, integrations, supported blockchains, supported wallets, service availability, and functionality of the Software may change from time to time in the Company’s sole discretion, with or without prior notice. The Company may suspend, restrict, modify, or discontinue the Software, or your ability to access or use all or any part of it, for any or no reason, with or without prior notice, subject to any separate written agreement between you and the Company.
1.2 Token Content.
The Software may allow you to create, configure, upload, display, manage, mint, or deploy fungible tokens, non-fungible tokens, digital collectibles, rewards, campaigns, marketplace listings, smart contracts, digital assets, or related materials.
With respect to any text, images, videos, animations, logos, trademarks, works of authorship, user data, reward content, campaign materials, metadata, names, descriptions, or other content and materials of any kind that you upload, submit, configure, or use through the Software “Content”, you represent and warrant that you either own or have all rights, licenses, consents, and permissions necessary to use such Content in connection with the Software.
You are solely responsible for ensuring that your Content and your use of the Software do not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy rights, publicity rights, contractual rights, consumer protection laws, or other rights of any third party.
Other than as expressly set forth in Section 1.3 below, you are solely responsible for determining the content, rules, terms, economics, rights, restrictions, rewards, utility, transferability, and legal treatment of any token, smart contract, campaign, marketplace, wallet-related feature, or digital product you create or manage through the Software.
You represent and warrant that you will not make any representations or warranties relating to the Company or the Software in connection with any applications, tokens, digital assets, campaigns, rewards, or products you create through use of the Software, except as expressly authorized by the Company in writing.
1.3 Legal Compliance.
You acknowledge that activities undertaken in connection with your use of the Software and any tokens, applications, rewards, marketplaces, campaigns, payment flows, wallet-related features, or digital products created or managed through use of the Software may be regulated by federal, state, local, and international laws, rules, and regulations.
Such laws may include, without limitation, securities laws, commodities laws, money transmission laws, consumer protection laws, gaming, sweepstakes, raffle, contest, lottery, gambling, tax, data privacy, advertising, intellectual property, sanctions, anti-money laundering, and payment processing rules.
You are solely responsible for complying with, and agree to comply with, all laws, rules, regulations, platform policies, payment processor rules, third-party service terms, and regulatory obligations applicable to your use of the Software and any exploitation of any tokens, applications, marketplaces, campaigns, rewards, or digital products you create or manage through such use.
Without limiting the generality of the foregoing, you will not use the Software to create, issue, promote, sell, or manage any token, digital asset, reward, campaign, or product that may constitute a security, regulated financial instrument, unlawful gambling product, illegal lottery, unlicensed money transmission activity, or otherwise prohibited activity under applicable law.
You agree not to access or use the Software from any country or jurisdiction in which such access or use is prohibited by applicable law.
You hereby represent and warrant that you are not:i. located in, and will not use the Software in, a jurisdiction that is subject to United States economic sanctions;ii. a person listed on any U.S. Government blocklist, including the List of Specially Designated Nationals and Blocked Persons, the Consolidated Sanctions List administered by OFAC, or the Denied Persons List or Entity List administered by the U.S. Department of Commerce; oriii. controlled or owned by any such sanctioned or blocked person.
1.4 Assumption of Risk.
You acknowledge that blockchain, cryptographic, digital wallet, decentralized computing, artificial intelligence, digital rewards, and related technologies are evolving rapidly, and that the risks associated with deploying, transacting on, integrating, or otherwise using such technologies may not be fully known and may evolve over time.
You hereby assume all such risks, known and unknown, whether they currently exist or develop in the future. You further agree that the Company and its affiliates, and its and their officers, directors, employees, shareholders, contractors, attorneys, advisers, and agents shall have no liability in connection with the risks of using such technologies.
Without limiting the generality of the foregoing, you assume all risk associated with unauthorized access to, misuse of, theft of, loss of, or inability to access any tokens, wallets, digital assets, smart contracts, rewards, marketplace listings, user accounts, private keys, credentials, or other assets or systems used in connection with the Software.
1.5 Third Party Properties.
The Software may include features or functionality provided by, or that interoperate with, software, networks, blockchains, wallets, marketplaces, payment processors, hosting services, APIs, cloud providers, artificial intelligence tools, identity providers, analytics platforms, or other services developed, owned, controlled, or operated by third parties “Third Party Properties”.
Third Party Properties may include, without limitation, crypto wallets, blockchain networks, NFT marketplaces, payment gateways, authentication providers, infrastructure providers, data providers, and external platforms.
Third Party Properties, the availability of related features and functionality within the Software, and the interoperability of the Software with Third Party Properties may be modified, suspended, restricted, or terminated at any time and without prior notice.
You agree that the Company shall have no liability with respect to any Third Party Properties, including any errors, defects, downtime, delays, service interruptions, security breaches, policy changes, fees, transaction failures, asset losses, or other adverse events relating to Third Party Properties.
You are solely responsible for ensuring that your use of the Software in connection with any Third Party Properties complies with all policies, terms, rules, and laws applicable thereto.
1.6 Support.
The Company is not obligated to provide you with any support or assistance related to accessing, configuring, operating, integrating, deploying, modifying, upgrading, or using the Software, diagnosing or resolving Software-related issues, answering Software-related questions, or otherwise assisting you in connection with the Software, unless such support is expressly included in a separate written agreement, order form, service agreement, or support plan.
The Company may, in its sole discretion, decide to provide support or assistance, provided that the Company may discontinue such support or assistance at any time in its sole discretion for any reason or no reason, with or without notice.
The Company reserves the right to charge for support, implementation, configuration, customization, maintenance, hosting, managed infrastructure, premium assistance, or other services in its sole discretion, unless otherwise agreed in writing.
2. Commissions
The Company’s platform, smart contracts, marketplace tools, tokenization tools, payment flows, reward systems, or other Software features may include Company fees, commissions, royalties, service charges, transaction fees, platform fees, usage fees, or other amounts payable to the Company, if applicable.
Any applicable commission, fee, royalty, or payment structure shall be determined by the Company in its sole discretion and may be displayed within the Software, stated in an applicable order form, included in a separate service agreement, or otherwise disclosed by the Company.
For the avoidance of doubt, different products, campaigns, smart contracts, marketplaces, integrations, networks, or deployment dates may be subject to different fee or commission structures.
You hereby consent that applicable commissions, platform fees, royalties, or other charges may be automatically deducted, withheld, routed, or invoiced from proceeds, transactions, subscriptions, redemptions, sales, marketplace activity, or other activity processed through or connected to the Software, where technically or commercially applicable.
You agree not to attempt to delete, modify, bypass, disable, obscure, interfere with, or otherwise tamper with any smart contract logic, payment routing, commission structure, royalty structure, platform fee, usage tracking, service fee, or other mechanism intended to compensate the Company.
You also agree to provide notice of and obtain consent to the foregoing from third parties you engage in transactions with, where applicable, and shall obligate such third parties to provide notice to and obtain consent from other parties as reasonably required.
3. License to Company
You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable license to reproduce, modify, reformat, host, cache, store, transmit, display, perform, distribute, process, analyze, and otherwise use all Content submitted or provided to the Company in connection with your use of the Software in any manner necessary or desirable to provide, operate, secure, improve, support, promote, or maintain the features and functionality of the Software.
The aforementioned license will terminate with respect to any particular item of Content when you or the Company remove it from the Software, provided that you acknowledge that such license survives to the extent necessary for copies of your Content to be retained by the Company for backups, legal compliance, dispute resolution, audit, security, fraud prevention, transaction history, or continued operation of previously deployed products or services.
4. Representations and Warranties
You represent, warrant, and covenant to the Company that:
a. you have the full power and authority to enter into this Agreement;b. the execution of this Agreement and performance of your obligations under this Agreement do not violate any other agreement to which you are a party;c. this Agreement constitutes a legal, valid, and binding obligation when accepted or executed;d. your use of the Software will comply with all applicable laws, regulations, third-party rights, and contractual obligations; ande. all information, Content, and materials you provide to the Company are accurate, lawful, and do not infringe or violate the rights of any third party.
You also represent, warrant, and covenant to the Company that, in connection with this Agreement or the Software, you will not attempt to:
i. violate any laws, rules, or regulations;ii. infringe, misappropriate, or otherwise violate any third-party rights;iii. use the Software if the Company has banned, suspended, restricted, or terminated your access;iv. defraud the Company or any other person;v. manipulate, bypass, or interfere with platform rules, smart contract logic, commissions, usage limits, reward logic, or security features; orvi. use the Software for any unauthorized, unlawful, deceptive, abusive, or high-risk purpose.
Any potentially illegal activities undertaken in connection with the Software may be referred to any authorities deemed appropriate by the Company in its sole discretion.
5. Ownership; Restrictions
As between you and the Company, the Company owns all worldwide right, title, and interest, including all intellectual property and other proprietary rights, in and to the Software, Company Materials, platform architecture, interfaces, workflows, templates, smart contract templates, documentation, designs, dashboards, data models, code, business logic, know-how, methods, processes, and all usage and other data generated or collected by the Company in connection with the use thereof “Company Materials”.
Except as expressly set forth herein or as may be authorized pursuant to a separate written license agreement between you and the Company, you agree not to:
i. make any unauthorized use of the Company Materials;ii. copy, reproduce, modify, distribute, sell, lease, sublicense, or commercially exploit the Company Materials;iii. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithm, business logic, architecture, or programs underlying the Company Materials;iv. bypass, disable, or interfere with security, access control, rate limits, fee systems, commission systems, or usage restrictions;v. scrape, harvest, extract, or use data from the Software except as expressly permitted by the Company; orvi. use the Company Materials to build, train, support, or operate a competing product or service.
The foregoing does not override any rights set forth pursuant to a separate open-source code license agreement agreed to in connection with any other distribution of all or part of the Software which may be made available by the Company in its sole discretion.
The Company reserves the right to modify or discontinue the Software or any version thereof at any time in its sole discretion, with or without notice.
6. Third Party Sites
The Software may include advertisements, integrations, references, buttons, widgets, APIs, or links to third-party websites or online services that are owned and operated by third parties.
If you use such links, integrations, or services, you may leave the Company’s website or interact with third-party systems outside of the Company’s control.
You acknowledge and agree that the Company is not responsible and shall have no liability for the content, functionality, accuracy, policies, products, services, availability, security, or practices of such third-party sites and services, or for any use of or interaction with such sites or services.
7. Prohibited Activities
You agree not to use the Software in relation to any activities associated with or connected to:
i. any violation of any law, rule, or regulation, including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, securities, financial services, gaming, gambling, sweepstakes, privacy, sanctions, or anti-money laundering;ii. illegal, fraudulent, deceptive, harmful, or unauthorized goods or services, including but not limited to counterfeit goods, stolen goods, illegal or controlled substances, substances that pose a risk to consumer safety, illegal online gambling or wagering, escort services, prostitution, pyramid schemes, unlicensed sale of firearms or certain weapons, or any type of money laundering;iii. any activity that the Company deems, in its sole discretion, may be associated with a high level of risk, may create liability for the Company, may harm users, may harm the Company’s reputation, or may cause the Company to lose the services of any third-party service providers;iv. any unauthorized financial product, investment product, security token, lending product, derivative, yield product, staking program, prediction market, raffle, contest, sweepstakes, lottery, or reward program that is not legally compliant in all applicable jurisdictions; orv. any activity involving malware, phishing, unauthorized access, bot activity, data scraping, credential theft, market manipulation, fake engagement, wash trading, or other abusive practices.
You may not use the Software in any manner that, in the Company’s sole discretion, could damage, disable, overburden, impair, interfere with, or disrupt the Software or any other party’s use of it.
You may not obtain or attempt to obtain any materials, data, systems, or information through any means not intentionally made available through the Software.
You agree not to scrape any content from the Software or use any automated means to access, download, gather, extract, crawl, monitor, or copy information from the Software other than automated means intentionally made available by the Company.
You agree not to bypass any robot exclusion measures, access controls, usage limits, security systems, or technical restrictions the Company may put into place.
8. Additional Terms
Use of certain features, tools, services, campaigns, promotions, events, contests, raffles, rewards, marketplaces, tokens, payment flows, subscriptions, wallets, or materials on the Software may be subject to additional terms and conditions posted on the Software or provided separately by the Company.
Such additional terms and conditions are hereby incorporated within this Agreement, and you agree to comply with such additional terms and conditions with respect to such use or participation.
In the event of a conflict between this Agreement and any separately executed written agreement, service agreement, order form, or product-specific terms signed or approved by the Company, the more specific written terms shall control solely with respect to the subject matter covered by those terms.
9. Termination
You may terminate this Agreement at any time, without notice, for any reason or no reason, by disconnecting any connected wallet, closing your account if applicable, and ceasing all use of the Software.
You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement or your use of the Software at any time and without notice.
The Company may also, in its sole discretion and at any time, suspend, restrict, disable, or discontinue providing the Software, or any part thereof, with or without notice and for any reason or no reason.
You agree that the Company shall not be liable to you or any third party for any such termination, suspension, restriction, or discontinuation.
Sections 1.2 through 1.6 and 2 through 14 inclusive will survive any termination of this Agreement.
10. Disclaimers; No Warranties
THE SOFTWARE AND ANY SOFTWARE CODE, DOCUMENTATION, INFORMATION, PLATFORM TOOLS, SMART CONTRACT TEMPLATES, DASHBOARDS, INTEGRATIONS, HOSTED SERVICES, OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS, AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS, AND PARTNERS DO NOT WARRANT THAT THE FEATURES, FUNCTIONALITY, SMART CONTRACTS, HOSTED SERVICES, BLOCKCHAIN INTERACTIONS, MARKETPLACE TOOLS, WALLET-RELATED FEATURES, REWARD SYSTEMS, OR THIRD-PARTY INTEGRATIONS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, OR AVAILABLE AT ALL TIMES.
THE COMPANY DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE OR THE SERVERS, NETWORKS, BLOCKCHAINS, OR SERVICES THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES, MALWARE, VULNERABILITIES, OR OTHER HARMFUL COMPONENTS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
11. Indemnification
You agree to defend, indemnify, and hold harmless the Company and its affiliated companies, and each of its and their officers, directors, employees, contractors, attorneys, advisers, shareholders, and agents, from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorney’s fees, any of the foregoing, a “Claim”, arising out of or relating to:
i. your use or misuse of the Software;ii. your Content;iii. your applications, tokens, smart contracts, digital assets, rewards, campaigns, marketplaces, wallets, transactions, payment flows, or digital products created, configured, deployed, or managed through the Software;iv. your breach of this Agreement;v. your violation of any law, regulation, third-party right, third-party service term, payment processor rule, or platform policy;vi. your infringement, misappropriation, or violation of the intellectual property or other rights of any person or entity; orvii. any legal, regulatory, tax, consumer, payment, securities, gaming, gambling, sweepstakes, privacy, or data-related issue arising from your use of the Software or your business activities.
The foregoing does not obligate you solely to the extent the Claim arises out of the Company’s willful misconduct or gross negligence.
You also agree to indemnify the Company in connection with any appearance, testimony, deposition, production, subpoena response, legal hold, regulatory inquiry, or other involvement in any way by the Company or any of its affiliated companies, or any of its or their officers, directors, employees, contractors, attorneys, advisers, shareholders, or agents, in connection with any legal proceeding in which the Software or your use thereof is being directly or indirectly relied upon, referred to, investigated, or otherwise used by any party.
The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company, and you agree to cooperate with the Company’s defense of these claims.
You will not make any admission of liability or agree to any settlement in connection with any Claim without the Company’s prior written consent, which shall not be unreasonably withheld.
12. Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, OR ITS AND THEIR CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, THIRD-PARTY PARTNERS, LICENSORS, OR SERVICE PROVIDERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE SOFTWARE, INCLUDING YOUR USE THEREOF, YOUR CONTENT, YOUR TOKENS, YOUR SMART CONTRACTS, YOUR APPLICATIONS, YOUR CAMPAIGNS, YOUR MARKETPLACE ACTIVITY, YOUR REWARD SYSTEMS, YOUR WALLET-RELATED ACTIVITY, YOUR THIRD-PARTY INTEGRATIONS, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR A COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY, IN WHICH CASE THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY OR ITS AFFILIATES, OR ITS AND THEIR CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, THIRD-PARTY PARTNERS, LICENSORS, OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE EXCEED FIFTY U.S. DOLLARS.
13. Arbitration
13.1 Agreement to Arbitrate.
This Section 13 is referred to herein as the “Arbitration Agreement.”
The Parties agree that any and all controversies, claims, or disputes between you and the Company arising out of, relating to, or resulting from this Agreement or the Software shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action, other than a small claims court action to the extent the claim qualifies.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
13.2 Class Action Waiver.
THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.
UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.
THE ARBITRATOR MAY AWARD RELIEF, INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF, ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS.
13.3 Procedures.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s “AAA” rules and procedures, the “AAA Rules”, as modified by this Arbitration Agreement.
If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.
The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation the limitation of liability provisions in Section 12.
You may visit the AAA website for information on the AAA and how to file a claim against the Company.
13.4 Venue.
The arbitration shall be held in Miami-Dade County, Florida, unless another location is mutually agreed by the Parties or unless applicable law requires otherwise.
If the value of the relief sought is $10,000 or less, you or the Company may elect to have the arbitration conducted virtually, by telephone, or based solely on written submissions, which election shall be binding on each Party, subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant.
Attendance at any in-person hearing may be made virtually or by telephone by either or both Parties unless the arbitrator requires otherwise.
13.5 Governing Law.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Florida, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law.
The arbitrator shall not be bound by rulings in prior arbitrations involving different Software users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
13.6 Costs of Arbitration.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.
Each Party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation all attorney fees, unless applicable law provides otherwise.
13.7 Confidentiality.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all Parties, except to the extent disclosure is required by law, regulation, court order, or enforcement of the arbitration award.
13.8 Severability.
If a court decides that any term or provision of this Arbitration Agreement other than Section 13.2 is invalid or unenforceable, the Parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.
If a court decides that any of the provisions of Section 13.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void.
The remainder of this Agreement will continue to apply.
14. Miscellaneous
14.1 Changes.
The Company may make modifications, deletions, and additions to this Agreement “Changes” at any time.
Changes will be effective:i. thirty 30 days after the Company provides notice of the Changes, whether such notice is provided through the Software user interface, the Company website, email, or otherwise; orii. when you opt in, continue using the Software, or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.
14.2 Relationship of the Parties.
You and the Company are independent contractors with respect to each other.
This Agreement does not constitute and shall not be construed as constituting a partnership, joint venture, franchise, agency, fiduciary, or employee-employer relationship.
No Party shall have any right to obligate or bind any other Party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties.
14.3 Assignment.
You may not assign any of your rights or obligations under this Agreement without the prior written consent of the Company.
The Company may assign its rights and obligations under this Agreement in connection with any merger, consolidation, reorganization, change in control, sale of all or substantially all of its assets, corporate restructuring, or similar transaction.
This Agreement inures to the benefit of and shall be binding on the Company’s permitted assignees, transferees, and successors.
14.4 Force Majeure.
You acknowledge that the Company will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including but not limited to labor disputes, strikes, lockouts, internet or telecommunications failures, blockchain network failures, third-party service outages, shortages of or inability to obtain labor, energy, hosting, cloud services, software, or supplies, war, terrorism, riot, acts of God, governmental action, regulatory action, payment processor action, acts by hackers or other malicious third parties, and problems with the Internet generally.
Such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
14.5 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law.
You agree that any action at law or in equity arising out of or relating to this Agreement or the Software that is not subject to arbitration under Section 13 shall be filed only in the state or federal courts located in Florida, or a small claims court of competent jurisdiction, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
The failure of any Party at any time to require performance of any provision of this Agreement shall in no manner affect such Party’s right at a later time to enforce the same.
14.6 Waiver.
A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company as permitted herein.
14.7 Headings and Wording.
Unless otherwise expressly stated in this Agreement, the words “herein,” “hereof,” “hereto,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection, or other subdivision.
The words “include” and “including” are not and should not be construed or interpreted as terms of limitation.
The words “day,” “month,” and “year” mean, respectively, calendar day, calendar month, and calendar year.
Section headings are for reference purposes only and should not be used in the interpretation hereof.
No provision of this Agreement will be construed against either Party as the drafter thereof.
14.8 Notices.
Under this Agreement, you agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.
The Company may provide notices through the Software, by email, by posting to its website, or by any other commercially reasonable method.
14.9 Construction.
This Agreement shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either Party.
14.10 Severability; Counterparts.
If any provision, or portion thereof, of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.
14.11 Entire Agreement.
This Agreement constitutes the complete, final, and exclusive agreement between you and the Company with respect to the subject matter hereof, and shall not be modified except in writing, signed by both Parties, or by a change to this Agreement made by the Company as set forth herein.
Neither Party is relying upon any warranties, representations, assurances, promises, or inducements not expressly set forth herein.