Last Updated: March 8, 2022
These Terms are not boilerplate. If you disagree with any of them, believe that any should not apply to you, or wish to negotiate these Terms, please contact email@example.com and immediately discontinue using the Services.
The Foundation reserves the right, in its sole discretion, to modify these Terms from time to time. If the Foundation makes changes, it will provide you with notice of such changes by providing a notice through the Services, sending you an email, or updating the date at the top of these Terms. Unless the Foundation indicates otherwise in such notice, any modifications are effective immediately, and your continued use of Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Services immediately.
- The Foundation stewards the “Forta Protocol,” a decentralized network of agents and nodes that provide smart contract monitoring. The Foundation also holds certain strategic off-chain assets on behalf of the Forta Protocol community (e.g., certain intellectual property and Github repositories).
- The “Services” refer to the smart contracts underlying the Forta Protocol, the API, Docs, Explorer, the SDK, node software, and any other resources, interfaces, applications, Dapps, APIs, smart contracts, repositories, documentation, data, blog posts, forums, features, tools or code offered from time to time by Foundation, including the websites located at:
- https://explorer.forta.network/; and
- https://connect.forta.network/; and
- https://docs.forta.network/; and
- https://gov.forta.network/; and
YOUR REPRESENTATIONS AND WARRANTIES; CONDITIONS
- You must be able to form a legally binding contract online either on behalf of a company or as an individual to use the Services. Accordingly, you represent that you have the legal authority to bind the company or other legal entity to these Terms (if you are agreeing to these Terms on behalf of a company or other legal entity) and you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.
- As a condition to accessing or using the Services, you represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction that is embargoed by the Cayman Islands or the United States or where your use of the Services would be illegal or otherwise violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over the Foundation, you, the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”).
- As a condition to accessing or using the Services, you represent, warrant and agree that you: (i) will only use the Services for lawful purposes and in accordance with these Terms; (ii) will ensure that all information that you provide in relation to Services is current, complete, and accurate; (iii) will maintain the security and confidentiality of access to your Blockchain Address and Profile (as defined below); (iv) will identify and assess the accuracy, availability and quality of alerts and other data that you choose to consume via the Forta Protocol; and (v) agree (A) that no Protected Party (defined below) will be responsible for any loss or damage incurred as the result of any interactions you have with other users of the Services or the Forta Protocol, including any loss of any digital assets, tokens, or other unit of value; and (B) if there is a dispute between you and any other user of Protocol, no Protected Party will be under any obligation to become involved.
- As a condition to accessing or using the Services, you represent, warrant and agree that you will not: (i) violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and any relevant and applicable privacy and data collection laws, in each case as may be amended; (ii) export, reexport, or transfer, directly or indirectly, any technology or data in violation of applicable export laws or regulations; (iii) infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort; (iv) misrepresent the accuracy or reliability of any alerts or other data; (v) use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or the Forta Protocol, or that could damage, disable, overburden, or impair the functioning of the Services or the Forta Protocol in any manner; (vi) attempt to circumvent any security measures that the Foundation employs on the the Services, or attempt to access any service or area of the Services that you are not authorized to access; (vii) tamper with or hack any aspect of the Services or the Forta Protocol; (viii) introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Services or the Protocol; (ix) post content or communications on or through the Services (including User Content (as defined below)) that are, in the Foundation’s sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable or in violation of the Terms; (x) post content on the Services containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick users of the Services or Forta Protocol; or (xi) encourage or induce any third party to engage in any of the activities prohibited under these Terms.
- You represent and warrant that you: (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of the Services and the Forta Protocol and any related digital asset that you decide to acquire, sell or use; (ii) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under Applicable Law of the Services, the Forta Protocol and any related any digital asset; and (iii) know, understand and accept the risks associated with your use of the Forta Protocol, your Blockchain Address, your Profile, any Blockchain, digital assets and other tokens, including the risk of attacks and the risks identified in Section 14 below. The Forta Protocol produces alerts and data from a decentralized network of independent participants and you acknowledge and agree that the accuracy, availability or quality of alerts or other data provided via the Services may be impacted by various factors, including as a result of the underlying data being of low quality, volatile, or otherwise compromised at the data source.
- Although the Foundation is not obligated to monitor access to or participation in the Services, the Foundation has the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with Applicable Law or other legal requirements. The Foundation reserves the right, but is not obligated, to suspend or terminate the Services at any time and without notice. The Foundation has the right to investigate violations of these Terms or conduct that affects the Services. The Foundation may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
- In order to use or access certain parts of the Services (e.g. to download node software or deploy an agent), you may be required to successfully register a blockchain-compatible wallet address (“Blockchain Address”) or provide other unique identifying information to the Foundation (your “Profile”). It’s important that you provide the Foundation with accurate, complete and current information in relation to your Profile and keep this information up to date. If you don’t, the Foundation might have to suspend or terminate your Profile and/or access to the Services. You must immediately notify the Foundation of any unauthorized use of your Profile or if it becomes compromised.
- You are responsible for all activities that occur in connection with your Profile, whether or not you know about them. If you believe that your Profile is no longer secure, then you must immediately notify the Foundation at firstname.lastname@example.org. It is also your sole responsibility to keep your credentials (e.g. private keys) (“Credentials”) related to your Profile secure and ensure that they are not disclosed to anyone. In the event any third-party gains access to your Profile, the Foundation will not be responsible for any misuse of your Profile or any related assets.
- You may not create a Profile for anyone else or create a Profile in a name other than your own. You may not sell, rent, lease, share or provide access to your Profile to anyone else. The Foundation reserves all available legal rights and remedies to prevent unauthorized use of the Services in any way, including, but not limited to, technological barriers, IP mapping, and, in serious cases, directly contacting your Internet Service Provider regarding such unauthorized use.
- You may interact with the Services using third-party services (“Third-Party Services”). You should review applicable terms, conditions and policies of any such Third-Party Services, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before proceeding with any Third-Party Services. The Foundation may provide Third-Party Services to you as a convenience, but the inclusion of any Third-Party Services within the Services does not imply endorsement by the Foundation of the Third-Party Services or any association with its operators. Foundation shall have no liability or responsibility for the Third-Party Services, even if they are enabled within the Services.
- Some Services offered by the Foundation or other participation in the Protocol may require payment or otherwise involve the use of Third-Party Services of an underlying blockchain or other decentralized or permissioned infrastructure (“Blockchain”), which may require that you pay a fee, such as “gas” charges (e.g. on Polygon or Ethereum), for the computational resources required to perform a transaction on the applicable Blockchain (such payments and fees, “Charges”). You acknowledge and agree that the Foundation has no control over any Blockchain transactions, the method of payment of any Charges, if applicable, or any actual payments of Charges, if applicable. Accordingly, you must ensure that you have a sufficient balance of the applicable Blockchain network tokens stored at your Blockchain Address to complete any transaction on the Forta Protocol or the applicable Blockchain before initiating such a transaction.
- YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND ADOPTING SECURITY PROCEDURES TO SECURE AND RECOVER YOUR THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO ANY BLOCKCHAIN ADDRESS, YOUR PROFILE AND ANY ASSETS ASSOCIATED THEREWITH. AS SUCH, YOU AGREE THAT FOUNDATION SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY SECURITY PROCEDURES OR ANY OTHER ACTS OR OMISSIONS WHICH MAY RESULT IN YOUR LOSS OF ACCESS TO YOUR THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO ANY BLOCKCHAIN ADDRESS, YOUR PROFILE, AND ANY ASSOCIATED ASSETS.
- The Foundation does not receive or store your Profile or Credentials. Therefore, Foundation cannot assist you with the retrieval of such Credentials if you lose them. You are solely responsible for remembering your Credentials. If you have not safely stored a backup of any Credentials, you accept and acknowledge that any assets you have associated with your Profile will become inaccessible if you do not remember your Credentials.
- Excluding any open source software or third-party software that the Services incorporates, as between you and the Foundation, the Foundation owns the Services, including all technology, content, text, graphics, logos, images and other materials used, displayed or provided on the Services (including all intellectual property rights), and hereby grants you a limited, revocable, non-transferable, license to access and use those portions of the Services that are proprietary to Foundation in accordance with their intended uses and using their designated interface. You agree to observe and abide by all copyright and other restrictions contained in the Services and the Forta Protocol, as well as those automatically granted under applicable law.
- Certain of the Services are governed by the most recent version of the open source license commonly known as the MIT License, a copy of which can be found included in the applicable Services (the “MIT License”). You acknowledge that the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not resell, lease, lend, share, distribute or otherwise permit any third party to use the Services or otherwise use the Services in a manner that violates the MIT License or any other Open-Source Licenses.
- Certain of the Services, including but not limited to the smart contracts underlying the Foundation and the node software, are governed by a “Business Source License” that limits production use, a copy of which can be found included in the applicable Services. You acknowledge that your use of such Services and/or the Forta Protocol is subject to, and you will comply with, such Business Source License. You may not use Services licensed under the Business Source License in a manner that violates the Business Source License. To discuss licensing terms, please contact email@example.com.
- The Services allow users to deploy agents to the Forta Protocol, to use services such as chat, bulletin boards, forum or blog postings, wiki contributions and to participate in other activities in which you may create, post, transmit, perform, or store content, audio, videos or other materials through the Website (“User Submissions”).
- If you submit, transmit, display, perform, post or store User Submissions on or through the Services, which for clarity includes but is not limited to agents you deploy, you grant the Foundation and its sublicensees, to the fullest extent and for the maximum duration permitted by Applicable Law (including in perpetuity if permitted under Applicable Law), an unrestricted, worldwide, irrevocable, fully sublicensable, non-exclusive, and royalty-free right to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Submissions in any form, format, media or media channels now known or later developed or discovered; and (b) use any name, identity, likeness and voice (or other biographical information) that you submit in connection with such User Submissions. Should such User Submissions contain the name, identity, likeness and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such and that the Foundation and its sublicensees are allowed to use them to the extent indicated in these Terms. To the furthest extent permitted by Applicable Law, you hereby agree that the Foundation shall not be liable for any unauthorized copying, use or distribution of User Submissions by third parties and you hereby release and forever waive any claims you may have against the Foundation for any such unauthorized copying or usage of the User Submissions, under any theory.
- You are solely responsible for your User Submissions and the consequences of deploying, posting or publishing them. In relation to User Submissions, you represent and warrant that: (1) you are the creator and owner of the User Submissions or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Submissions do not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, or (b) defame any other person; and (3) your User Submissions does not contain any viruses, adware, spyware, worms, or other harmful or malicious code. The Foundation reserves all rights and remedies against any users who breach the representations and warranties contained in this Section 6.3.
- The Forta Protocol is intended to be decentralized and self-operating, with or without any provision of Services by the Foundation. Accordingly, the Foundation may, at its sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services offered by the Foundation, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident. The Foundation will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Services. These Terms will survive any termination of your access to the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
- You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, “Communications”) that the Foundation provides in connection with these Terms or any Services. You agree that the Foundation may provide its Communications to you by posting them on the Services or by emailing them to you at the email address you may provide in connection with using the Services.
- You will defend, indemnify, and hold harmless the Foundation, its affiliates, and its’ affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, licensors and contractors (collectively, “Protected Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to your use of, or conduct in connection with, the Services, the Forta Protocol, your Profile, digital assets associated with your Blockchain Address, any other digital assets, any User Submissions; your violation of these Terms; your violation of Applicable Law or regulations; or your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Protected Party, then the Foundation (or, at its discretion, the applicable Protected Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether such person wishes to settle, and if so, on what terms.
- The Foundation makes available certain open-source software, public software and related resources. The Foundation does not operate a virtual currency or derivatives exchange platform or offer trade execution or clearing services and therefore has no oversight, involvement, or control with respect to your transactions, including digital asset transfers.
- You are responsible for complying with all laws and regulations applicable to your Blockchain transactions, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), and the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”).
- You understand that the Foundation is not registered or licensed by the CFTC, SEC or any financial regulatory authority anywhere in the world. No financial regulatory authority has reviewed or approved the use of the Services. The Services do not constitute advice or a recommendation concerning any commodity, security or other asset. The Foundation is not acting as an investment adviser or commodity trading adviser to any person.
- The Foundation does not own or control the Forta Protocol. In general, the underlying software and smart contracts are open-source or public and anyone can use, copy, modify, and distribute them. The Foundation is not responsible for the operation of the Forta Protocol and the Foundation makes no guarantee of the functionality, security, or availability of the Forta Protocol.
LIMITATION OF LIABILITY
- TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES AND THE FORTA PROTOCOL (AND ANY OF THEIR CONTENT OR FUNCTIONALITY) PROVIDED BY OR ON BEHALF OF THE FOUNDATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE FOUNDATION EXPRESSLY DISCLAIMS, AND YOU HEREBY WAIVE, ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, LEGAL, STATUTORY OR OTHERWISE, OR ARISING FROM STATUTE, OTHERWISE IN LAW, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED OR LEGAL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, AVAILABILITY, RELIABILITY, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, THE FOUNDATION DOES NOT REPRESENT OR WARRANT THAT THE SERVICES (INCLUDING ANY RELATED ALERTS OR DATA) WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME OR ERROR-FREE. FURTHER, THE FOUNDATION DOES NOT WARRANT THAT ERRORS IN THE SERVICES ARE CORRECTABLE OR WILL BE CORRECTED. THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED IN THESE TERMS MAY NOT APPLY IF AND TO THE EXTENT SUCH WARRANTIES CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
- YOU ACKNOWLEDGE THAT THE SERVICES MAY BECOME DYSFUNCTIONAL OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE FOUNDATION WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACKS, SOFTWARE AND SMART CONTRACT FAILURES, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIALS (INCLUDING THOSE WHICH MAY INFECT YOUR COMPUTER EQUIPMENT OR AFFECT YOUR USE OF THE SERVICES), CHANGES BY THIRD-PARTY PROVIDERS OR PARTICIPANTS IN THE FORTA PROTOCOL, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OF THE FOUNDATION’S CONTROL.
- YOU ACKNOWLEDGE AND AGREE THAT YOU PARTICIPATE IN THE SERVICES AT YOUR OWN RISK AND EXPENSE, AND THAT THE FOUNDATION MAKES NO GUARANTEE OR REPRESENTATION THAT YOU WILL RECEIVE ANY COMPENSATION OR DISBURSEMENTS AS A RESULT OF YOUR PARTICIPATION IN THE FORTA PROTOCOL. IN NO EVENT WILL THE FOUNDATION, TOGETHER WITH ANY PROTECTED PARTY, BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, GOODWILL, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE FORTA PROTOCOL (AND ANY OF THEIR CONTENT AND FUNCTIONALITY), ANY EXECUTION OR SETTLEMENT OF A BLOCKCHAIN TRANSACTION, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, YOUR BLOCKCHAIN ASSETS, OTHER DIGITAL ASSETS, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF THE FOUNDATION OR A PROTECTED PARTY, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STATUTE, STRICT LIABILITY, BREACH OF WARRANTIES, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT ANY PROTECTED PARTY HAS BEEN ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR ANY LIMITED REMEDY NOR IS THE FOUNDATION IN ANY WAY RESPONSIBLE FOR THE EXECUTION OR SETTLEMENT OF TRANSACTIONS BETWEEN USERS OF THE FORTA PROTOCOL.
- IN NO EVENT WILL THE FOUNDATION’S OR PROTECTED PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THE FORTA PROTOCOL (AND ANY OF THEIR CONTENT AND FUNCTIONALITY), ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, YOUR BLOCKCHAIN ASSETS, OTHER DIGITAL ASSETS, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF A PROTECTED PARTY, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STATUTE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY EXCEED ONE-HUNDRED DOLLARS ($100).
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE FOUNDATION AND YOU.
- DISPUTE RESOLUTION AND ARBITRATION
- Please read the following section carefully because it requires you to arbitrate certain disputes and claims with the Foundation and limits the manner in which you can seek relief from the Foundation, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial.
- Mandatory Arbitration of Disputes. You and the Foundation agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes“) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding . You and the Foundation agree that the JAMS International Arbitration Rules governs the interpretation and enforcement of these Terms, and that you and the Foundation are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
- Exceptions. As limited exceptions: (i) both parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of its respective intellectual property rights.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its International Arbitration Rules (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-JAMS. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com. You and Forta agree that you shall first seek to resolve any Dispute amicably prior to submitting any Demand. Any arbitration hearings will take place in the jurisdiction, county (or parish) where you live, unless both parties agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and the Foundation won’t seek to recover the administration and arbitrator fees it is responsible for paying, unless the arbitrator finds your Dispute frivolous. If the Foundation prevails in arbitration it will pay all of its attorneys’ fees and costs and it will not seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Injunctive and Declaratory Relief. Except as provided above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or the Foundation prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- Class Action Waiver. YOU AND THE FOUNDATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- Severability. If any clause within this provision (other than the Dispute Resolution and Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
- GOVERNING LAW
- The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, as applicable, without regard to conflict of law rules or principles (whether of the Cayman Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that the Foundation may initiate a proceeding related to the enforcement or validity of its intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in the Cayman Islands will have exclusive jurisdiction. You waive any objection to venue in any such courts.
- You acknowledge the following serious risks and uncertainties related to the Services and the Forta Protocol and you expressly agree to not hold any Protected Parties liable should any of the following risks occur:
Risk of Regulatory Actions in One or More Jurisdictions: The Services, the Forta Protocol, or a related digital asset could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of the Foundation to continue to offer the Services, or which could impede or limit your ability to use the Services.
Risk of Alternative, Unofficial Protocols: It is possible that alternative networks to the Forta Protocol could be established, which utilize the same open source code underlying the Forta Protocol and/or Services. The Forta Protocol may compete with these alternative networks, which could negatively impact the Forta Protocol and/or the Services.
Risk of Insufficient Interest in the Forta Protocol or Distributed Applications: It is possible that the Forta Protocol will not be used by a large number of external businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of distributed applications. Such a lack of interest could negatively impact the Forta Protocol and/or the Services. The Foundation cannot predict the success of its efforts or the efforts of other third parties.
Risk that the Services Will Not Meet the Expectations of Users: You recognize that the Services and the Forta Protocol are nascent technologies and may undergo significant changes over time. You acknowledge that any expectations regarding the form and functionality of the Forta Protocol and/or Services held by you may not be met for any number of reasons including a change in the design and implementation, specifications and execution of the implementation of the Services or the Forta Protocol.
Risk of Security Weaknesses in the Forta Protocol: The Forta Protocol relies on open-source software, and there is a risk that the Foundation, or other third parties not directly affiliated with the Foundation, may introduce weaknesses or bugs into the core infrastructural elements of the Forta Protocol or the Services, causing them to malfunction, lose data or digital assets stored in one or more of your Blockchain Addresses, Profile or other accounts or lose sums of other valued information or assets. Furthermore, despite efforts to develop and maintain the Services, the Services and the Forta Protocol may experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Services or the Forta Protocol.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies, the Services and the Forta Protocol, which could result in the theft or loss of data or digital assets.
Risk of Blockchain Network Attacks: Any blockchain used for the Services and/or the Forta Protocol may be susceptible to attacks, including but not limited to: double-spend attacks, reorganizations, majority mining power attacks, “selfish-mining” attacks, and work race condition attacks. Any successful attacks present a risk to the Services, the Forta Protocol, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations. Known or novel mining attacks may be successful and negatively impact the Services or the Forta Protocol.
Risk of Rapid Adoption and Insufficiency of Computational Application Processing Power of the Services and the Forta Protocol: If the Forta Protocol and the Services are rapidly adopted, the demand for transaction processing and distributed application computations could rise dramatically and at a pace that exceeds the rate with which accurate data and alerts can be provided. Under such a scenario, the Forta Protocol and the Services could become destabilized, due to the increased cost of running distributed applications. In turn, this could dampen interest in the Services and the Forta Protocol. Insufficiency of computational resources and an associated rise in the price of related digital assets could result in businesses being unable to acquire scarce computational resources to run their distributed applications. This could result in disruption or halting of business operations of the Foundation.
Risks Associated with New and Evolving Laws: The Forta Protocol, and by extension the Services, may be subject to a variety of international laws and regulations, including those with respect to financial or securities regulations, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, and others. Such laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Foundation or the Forta Protocol could be enacted. As the Services and the Forta Protocol evolve, the Foundation may be subject to new laws, and the application of existing laws to the Foundation might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of the Foundation’s attention and resources or restrict the way the Foundation may operate. If the Foundation fails to comply with these applicable laws or regulations, it could receive negative publicity and be subject to significant liabilities which could adversely impact the Services or the Forta Protocol. Additionally, agent developers, node operators and/or other participants of the Forta Protocol may be subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, the Services or the Forta Protocol could be adversely impacted.
Unanticipated Risks: Decentralized protocols are a new and untested technology. In addition to the risks included in these Terms, there are other risks associated with the Services and the Forta Protocol, including those that the Foundation cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms.
- Any right or remedy of the Foundation set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. The Foundation’s failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect. The Foundation will have no responsibility or liability for any failure or delay in performance of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond the Foundation’s control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. You may not assign or transfer any right to use the Services, or any of your rights or obligations under these Terms, without the Foundation’s express prior written consent, including by operation of law or in connection with any change of control. The Foundation may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval. Headings of sections are for convenience only and will not be used to limit or construe such sections. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services and the Forta Protocol. If there is a conflict between these Terms and any other agreement you may have with the Foundation, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.
- The Foundation reserves the right, in its sole discretion, to change these Terms. The most current version of these Terms will supersede all previous versions. The Foundation encourages you to periodically review these Terms to stay informed of any updates.
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