LODE TERMS OF USE
February 16, 2024
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (hereinafter referred to as “you”) and LODE (Switzerland) AG, Reg. No. CHE-386.915.113 (hereinafter referred to as “LSA”) together with its subsidiaries and affiliates, concerning your access to and use of the websites www.lode.one, www.lodewallet.com, www.lodepay.com, www.agxpay.com, www.lodemarkets.com, www.lodelabs.io and other related websites, mobile applications, features, products and services (collectively, the “Site”), including, without limitation, all Content (as defined below) as well as all software, products and services offered and/or operated by LSA and/or third parties through the Site (collectively, the “Products and Services”) see Important Notice for Products and Services. The LODE Protocol (“LODE”) is built by LSA and the Service Providers Alliance. It is available for your use subject to the terms of use set forth in this document, which may be revised from time to time by LSA (collectively, the “Terms”).
You agree that by accessing or using the Site in any way, including, without limitation, evaluating, downloading, purchasing, and/or using any of the Content or Products and Services offered on the Site, or by browsing the Site, or by viewing Third Party Content accessible via the Site, you expressly acknowledge that you have read and agree to be bound by all of these Terms of Use and the Important Notice, which is hereby incorporated herein by reference. IF YOU DO NOT AGREE WITH SUCH TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
THESE TERMS INCLUDE, AMONG OTHER THINGS, A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. PLEASE REFER TO THE SECTION ENTITLED “DISPUTE RESOLUTION” BELOW FOR MORE INFORMATION.
These Terms of Use are provided in the English language. It is the responsibility of the user to obtain translations of these terms into their native language if they are not proficient in English. Any translations provided by the user shall be for their own convenience, and in the event of any conflict or discrepancy between the English version and any user-provided translation, the English version shall prevail.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. LSA reserves the right, in its sole discretion, to make changes or modifications to these Terms at any time and for any reason. LSA will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted the changes in any revised Terms by your continued use of the Site after the date such revised Terms are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity who is resident in a Prohibited Jurisdiction or in any other jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject LSA to any registration requirement within such jurisdiction or country. You represent and warrant that you are not a resident of any such jurisdiction, and you do not have any relevant connection with any jurisdiction where LODE have prohibited or restricted access to the Products and Services.
The Prohibited Jurisdictions include Ontario, Canada.
The Site is intended for users who are at least 18 years old (the “Minimum Age”). Persons under the Minimum Age are not permitted to use or register for the Site.
If you breach any of the Terms, your authorization to use this Site and any authorized use of Content will automatically terminate, any Content downloaded or printed from the Site, whether authorized or unauthorized, must be immediately destroyed, and in certain instances, you may also be required to immediately stop using LODE’s Products and Services. LSA reserves the right to pursue any additional remedies available in law or equity.
Please refer to LSA’s Privacy Policy for information about how LSA collects, uses, shares, and otherwise processes information about you.
1. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is LSA’s proprietary property and all source code, databases, functionality, software, website designs, information, audio, video, text, photographs, and graphics (excluding Third Party Content (as defined below) on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by LSA or licensed to LODE, and are protected by copyright, trademark and other intellectual property laws and international conventions. You are not permitted to use the Marks without the prior written consent of the owner of the Mark.
Except as expressly provided herein, LSA and its licensors do not grant any express or implied license to the Site, the Content or the Products and Services. You agree not to copy, reproduce, aggregate, republish, download, post, display, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, sell, reverse engineer, create derivative works based on, or otherwise exploit for any commercial purposes whatsoever, the Site, the Content, or the Products and Services without LSA’s express prior written permission.
If you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. You may not modify or alter the Content in any way. LSA reserves all rights not expressly granted to you in and to the Site, the Content and the Marks.
Certain sections of the Site feature content of Third-Party Products (defined below) owned by third party creators or associated rightsholders of that content (the “Third Party Content”). Third Party Content is protected by copyright or other proprietary laws and is for display and demonstration purposes only.
LSA respects the intellectual property rights of others and expect its users to do the same. To promote the lawful use of LSA’s Products and Services, and in accordance with the Digital Millennium Copyright Act, (“DMCA”), LSA will take down content in response to verified DMCA takedown notices and/or other intellectual property infringement claims.
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, and you believe in good faith that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide written notice via mail or email to LSA at:
LODE (Switzerland) AG
Attn: Copyright Notice
Email: notices@lode.one
All infringement notices must contain the following:
1. Identification of the copyrighted work or other intellectual property rights that you claim is being infringed.
2. Identification of the allegedly infringing content and a description specifying the location of the copyrighted work (e.g., URL) that you claim is infringing so that LSA may identify the location of the content.
3. Your full legal name and email address.
4. A statement that you have a good faith belief that the disputed use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
5. A statement by you, under penalty of perjury, that the information in the notice is accurate and that you are the owner of the copyright, or authorized to act on behalf of the owner of the intellectual property that is allegedly being infringed.
6. Your physical or electronic signature of your full legal name.
Please note that in accordance with this DMCA Policy, upon receipt of your notice, LSA will take whatever action, in its sole discretion, including without limitation, removing, or disabling access to specified content.
2. THIRD PARTY PRODUCTS
In addition to the Products and Services offered by LSA, this Site may advertise, offer, and make available information, products or services provided by third parties, including third party links to other websites (collectively, the “Third-Party Products”). Third-Party Products are governed by separate agreements or licenses with those third parties. LSA offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Products, including, without limitation, any liability resulting from the availability of, or any content located on or through such third-party sites and services, and any incompatibility between Third-Party Products and the products and services provided by LSA. You agree that you will not hold LSA responsible or liable with respect to the Third-Party Products or seek to do so.
3. COMPANY SERVICE PROVIDERS
LSA may use Service Providers to provide certain services in connection with the Site, the Content and its Products and Services. As such, information submitted through this Site may be accessed and used by a LSA Service Provider in accordance with the Privacy Policy and the policies of those third-party Service Providers. Although LSA and its Third-Party Service Providers, each take steps to protect the electronic transmission of credit card numbers or other financial information or personal information that you submit through their websites, you understand and agree there is inherent risk in sharing your information via the Internet. Please review the terms of use and privacy policy of any third party to which you are providing financial information and other personal information.
4. PURCHASE OF PRODUCTS AND SERVICES
In addition to these Terms, when purchasing or using Products and Services on this Site that are offered by LSA, including without limitation, tickets to attend or participate in any event LSA organizes or merchandise offered by LSA, you will be subject to any agreements or licenses applicable to those Products and Services (“Specific Agreements”), including without limitation, Participation Agreements. Specific Agreements may contain terms and conditions in addition to those in the Terms, but all terms and conditions of the Specific agreements and the Terms apply. In the event of a conflict between the Terms and any Specific Agreement, the Specific Agreement controls with respect to your rights to the Product and Service.
5. USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) any registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, LSA has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
6. USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. You acknowledge that LSA is not responsible for transferring, safeguarding, or maintaining your password or private keys or any crypto asset associated therewith. LSA has no liability whatsoever for any failure by you to keep your passwords or private keys secure and private. IF YOU LOSE ACCESS TO YOUR ACCOUNT, PRIVATE KEYS OR PASSWORD, YOU ACKNOWLEDGE AND AGREE THAT ANY CRYPTOASSET YOU HAVE ASSOCIATED WITH YOUR ACCOUNT AND/OR PRIVATE KEYS MAY BECOME INACCESSIBLE AND LSA IS NOT RESPONSIBLE FOR SUCH LOSS.
LSA reserves the right to remove, reclaim, or change a username you select if it determines, in its sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
7. ACCEPTABLE USE POLICY
You may not access or use the Site for any purpose other than that for which LSA makes the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by LSA.
As a user of the Site, you agree not to:
1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from LSA.
2. Trick, defraud, or mislead LSA and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
4. Disparage, tarnish, or otherwise harm LSA, the Site or any users of the Site.
5. Use any information obtained from the Site in order to harass, abuse, or harm another person.
6. Make improper use of LSA’s Support Services or submit false reports of abuse or misconduct.
7. Use the Site in a manner inconsistent with any applicable laws or regulations or that may give rise to civil liability.
8. Use the Site to advertise or offer to sell goods and services.
9. Engage in unauthorized framing of or linking to the Site.
10. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan Horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
11. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
12. Delete the copyright or other proprietary rights notice from any Content.
13. Attempt to impersonate another user or person or use the username of another user or make any false statements pertaining to your identity.
14. Sell or otherwise transfer your profile.
15. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
16. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
17. Harass, annoy, intimidate, or threaten any of LSA’s Service Providers or agents engaged in providing any portion of the Site to you.
18. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
20. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
21. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
23. Use a buying agent or purchasing agent to make purchases on the Site.
24. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Site as part of any effort to compete with LSA or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
Any use of the Site in violation of the foregoing violates these Terms and may result in, among other things, termination, or suspension of your rights to use the Site.
8. USER GENERATED CONTRIBUTIONS
LSA may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to LSA or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third party websites. As such, any Contributions you transmit may be treated in accordance with the Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize LSA, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, scandalous, pornographic, violent, threatening, harassing, libelous, slanderous, or otherwise objectionable (as determined by LSA).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not incite, encourage, or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the Minimum Age, exploits persons under the Minimum Age in a sexual or violent manner or violates any applicable law intended to protect the health or well-being of minors.
12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
13. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms.
Any use of the Site in violation of the foregoing violates these Terms and may result in, among other things, termination, or suspension of your rights to use the Site.
9. CONTRIBUTION LICENSE
You agree that LSA may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).
LSA does not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. LSA is not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site, and you expressly agree to exonerate LSA from any and all responsibility and to refrain from any legal action against LSA regarding your Contributions.
10. SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to LSA are non-confidential and shall become its sole property. LSA shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against LSA for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
11. SITE MANAGEMENT
LSA reserves the right, but not the obligation, to: (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who, in its sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in LSA’s sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in LSA’s sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to its systems; and (5) otherwise manage the Site in a manner designed to protect LSA’s rights and property and to facilitate the proper functioning of the Site.
12. TERM AND TERMINATION
These Terms shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, LSA RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. LSA MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN LSA’S SOLE DISCRETION.
If LSA terminates or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, LSA reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
13. MODIFICATIONS, CORRECTIONS, AND INTERRUPTIONS
LSA reserves the right to change, modify, or remove the contents of the Site at any time or for any reason at its sole discretion without notice. However, LSA has no obligation to update any information on its Site. LSA also reserves the right to modify or discontinue all or part of the Site without notice at any time. LSA makes no representation as to the availability, functionality and quality of the Site, including any features, hardware, or communications, LSA will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of any or all of the Site.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including, without limitation, descriptions, schedules, pricing, availability, and various other information. LSA reserves the right to correct any errors, inaccuracies, or omissions at any time without prior notice.
LSA cannot guarantee the Site will be available at all times. LSA may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. LSA reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that LSA has no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms will be construed to obligate LSA to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
14. GOVERNING LAW
These Terms and your use of the Site are governed by and construed in accordance with the laws of Switzerland applicable to agreements made and to be entirely performed within Switzerland, without regard to its conflict of law principles.
15. DISPUTE RESOLUTION
15.1 BINDING ARBITRATION
THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT YOUR AND LSA’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN YOU AND LSA.
15.2 AGREEMENT TO ARBITRATE
You and the LSA agree that the sole and exclusive forum and remedy for a Dispute shall be final and binding arbitration pursuant to this section entitled “Dispute Resolution” unless you opt out as provided below. “Dispute” shall include any dispute, claim or controversy arising out of or relating to these Terms and/or the activities or relationships that involve, lead to, or result from these Terms, including, without limitation, LSA’s marketing activities, and (except to the extent provided otherwise in the paragraph entitled “No Class Actions”) the validity or enforceability of this Dispute Resolution section, any part thereof, or the entire Terms. You and LSA both further agree to waive rights to a jury trial.
15.3 ACCEPTIONS TO ARBITRATION
You and the LSA agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; (c) any claim for injunctive relief; and (d) any Dispute that may be brought in small claims court.
15.4 OPT OUT OF ARBITRATION
You may opt out of the binding arbitration described in this section by sending LSA written notice of your desire to do so by email at notices@lode.one (such notice, an “Arbitration Opt-out Notice”) within 30 days following the date you first agree to these Terms. The Arbitration Opt-out Notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. If you do not provide LSA with an Arbitration Opt-out Notice within the relevant 30-day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in the “Exceptions to Arbitration” provision above.
15.5 USA AND UNITED KINGDOM ARBITRATION RULES
The Federal Arbitration Act governs the interpretation and enforcement of this Dispute Resolution section. All Disputes will be arbitrated before a single arbitrator experienced in the software industry who is jointly selected and mutually approved by you and LSA or, if you and LSA are unable to or fail to agree on the selection of the arbitrator within 15 days of the demand for arbitration being served, who is appointed by Judicial Arbitration and Mediation Services (JAMS) in accordance with its rules. The arbitration will be administered by JAMS pursuant to the JAMS Streamlined Arbitration Rules and Procedures (and in accordance with the expedited procedures in those rules) (the “JAMS Rules”), except as modified by this Dispute Resolution section. In the event of a conflict between the JAMS Rules and this Dispute Resolution section, this Dispute Resolution section shall control, subject to countervailing law, unless the parties agree otherwise. The arbitrator’s award of damages must be consistent with the terms of the “Limitations of Liability” section below as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com.
15.6 ARBITRATION LOCATION AND PROCEDURE
Arbitration proceedings will be held in Switzerland. The results of the arbitration procedure will be considered confidential information of you and LSA. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.
15.7 ARBITRATION FEES
If LSA elects arbitration, it shall pay all JAMS filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the JAMS Rules, or in accordance with countervailing law if contrary to the JAMS Rules. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
15.8 NO CLASS ACTIONS
You and the LSA agree that any arbitration shall be limited to the Dispute between the parties individually. TO THE FULL EXTENT PERMITTED BY LAW, (A) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER PROCEEDING; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than all parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. If this specific paragraph (“No Class Actions”) is held unenforceable in its entirety, then the entire Dispute Resolution section will be deemed void.
16. JUDICIAL FORUM FOR DISPUTES
In the event that a Dispute falls within one of the above-mentioned exceptions to arbitration or if the Dispute Resolution section is found not to apply, the exclusive jurisdiction and venue of any Dispute will be Switzerland and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
17. DISCLAIMER
THE SITE AND THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND THE PRODUCTS AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, LSA AND ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, SUB-CONTRACTORS, AGENTS, SUBSIDIARIES AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LODE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, USEFULNESS OR COMPLETENESS OF THE SITE, THE CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE OR THE PRODUCTS AND SERVICES AND LSA WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF LSA’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE PRODUCTS AND SERVICES.
LSA NEITHER WARRANTS, ENDORSES, GUARANTEES, OR ASSUMES RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE, APPLICATION OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LSA WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SITE, OR ITS CONTENTS, WHETHER OR NOT MADE BY LSA, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY THE INVOLVED PERSONS FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
NEITHER THE SITE NOR THE PRODUCTS AND SERVICES ARE INTENDED AS, OR PROVIDES, ANY INVESTMENT OR FINANCIAL ADVICE. WITH RESPECT TO ANY FINANCIAL OR INVESTMENT DECISIONS, LSA RECOMMENDS THAT YOU CONDUCT YOUR OWN RESEARCH TO PROPERLY EVALUATE THE RISKS AND BENEFITS OF ANY INVESTMENT OR FINANCIAL TRANSACTION. LSA RECOMMENDS THAT YOU SEEK THE ADVICE AND GUIDANCE OF QUALIFIED ACCOUNTANTS, FINANCIAL ADVISORS, TAX ADVISORS, LEGAL COUNSELS, AND INVESTMENT ADVISORS, IN CONNECTION WITH ANY INVESTMENT OR FINANCIAL TRANSACTION. YOU AGREE TO BE HELD COMPLETELY AND FULLY RESPONSIBLE FOR YOUR DECISIONS. LSA DOES NOT GUARANTEE THE COMPLETENESS OR ACCURACY OF ANY INFORMATION PROVIDED TO YOU THROUGH THE SITE AND IT IS NOT LIABLE FOR ANY ERRORS IN ACTIONS TAKEN IN RELIANCE THEREON, INCLUDING WITH RESPECT TO THE RELEASE OF ANY FUNDS.
18. LIMITATIONS OF LIABLILITY
IN NO EVENT WILL LSA OR ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, SUB-CONTRACTORS, SUBSIDIARIES, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, STATUTORY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHER DAMAGES, IN ANY OTHER FORM, ARISING FROM, OR IN CONNECTION WITH, YOUR USE OF THE SITE, THE INABILITY TO USE THE SITE, THE SITE FEATURES, MARKETING OF THE SITE OR THE SITE FEATURES, OR ANY FORM OF FAILURE, ERROR, OR BREAKDOWN IN USE OF THE SITE, FROM ANY FAULT, OR ERROR MADE BY LSA OR FROM YOUR RELIANCE ON CONTENT AVAILABLE ON THE SITE, OR FROM ANY COMMUNICATION THROUGH THE SITE, OR WITH OTHER USERS ON THE SITE, OR FROM ANY DENIAL OR CANCELLATION OF YOUR USER ACCOUNT, OR FROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF YOUR CONTENT ON THE SITE, EVEN IF LSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LSA’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO U.S. $500.00. CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
19. INDEMNIFICATION
You agree to defend, release, indemnify, and hold LSA, its subsidiaries and affiliates including all of its respective officers, directors, agents, partners, employees, contractors, successors and assigns harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your access to or use of the Site; (2) any Contributions you submit to LSA or transmit through the Site (including, without limitation, any content or computer viruses), (3) your breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, LSA reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify LODE, and you agree to cooperate, at your expense, with LSA’s defense of such claims. LSA will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
20. USER DATA
LSA will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although LSA performs regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that LSA shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against LSA arising from any such loss or corruption of such data.
21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending LSA emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications LSA provides to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY LSA OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
22. MISCELLANEOUS
These Terms and any policies or operating rules posted by LSA on the Site or in respect to the Site constitute the entire agreement and understanding between you and LSA. LSA’s failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. LSA may assign any or all of its rights and obligations to others at any time. LSA shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond its reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and LSA as a result of these Terms of Use of the Site. You agree that these Terms will not be construed against LSA by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
23. CONTACT LSA
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact LSA at:
LODE (Switzerland) AG
notices@lode.one