MAKE Technology, LLC (“Company,” “we,” “us,” “our”) provides its Services (as defined below) to you through its websites located at CSPR.live, CasperWallet.io, CSPR.studio, CSPR.market, CSPR.name, CSPR.cloud and CSPR.click (the “Sites”), and through our mobile applications and related technologies (“Mobile Apps,” and collectively, such Mobile Apps and the Sites, including any updated or new features, functionality and technology), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). Company reserves the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If Company does this, Company will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Company will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. If you are entering into this Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Terms of Service, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Terms of Service, you must not accept this Terms of Service and may not use the Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Your Privacy: At Company, we respect the privacy of our users. For more information, please see our privacy policies, located on CSPR.live, CasperWallet.io, CSPR.studio, CSPR.market, CSPR.name, CSPR.cloud and CSPR.click (collectively, the “Privacy Policies”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.
Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
Definitions
The capitalized terms used in these Terms of Service have the meanings ascribed to them in this section or where they are elsewhere defined in these Terms of Service. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in these Terms of Service.
Risk Disclosure
Given the fact that (1) Digital Currencies are not legal tender and are not backed by government; (2) the nature of Digital Currencies may lead to an increased risk of fraud or cyberattack; and (3) the market price of Digital Currencies fluctuates significantly, holding and transferring Digital Currencies involve high risks and is therefore NOT advisable for everyone. Before using the Services provided by us, we recommend that you make sure you have sufficient knowledge and experience related to cryptocurrency and digital currency industry and that you fully understand the risks of holding and transferring such Digital Currencies.
Access and Use of the Service
Eligibility: To be eligible to use the Services: (i) you must be at least eighteen (18) years old and legally competent to enter into these Terms of Service; (ii) you must not be a resident of sanctioned jurisdictions according to any trade embargoes, UN Security Council Resolutions (“UNSCR”) or HM Treasury's financial sanctions regime; and (iii) you must not be currently the subject of or subject to economic sanctions such as the United Nations Security Council Sanctions List, the list of specially designated nationals maintained by OFAC, the denied persons or entity list of the U.S. Department of Commerce or any similar list maintained by any other relevant sanctions authority. If you are using our Services on behalf of a legal entity, such legal entity will be deemed to be a Party to these Terms of Service and you further represent and warrant that: (iv) the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (v) you are duly authorized by such legal entity to act on its behalf. You can only use our Services if permitted under the laws of your jurisdiction. For the avoidance of doubt, you may not use our Services if you are located in, or a citizen or resident of any state, country, territory, or other jurisdiction where your use of our Services would be illegal or otherwise violate any applicable laws. Please make sure that these Terms of Service are in compliance with all laws, rules, and regulations that apply to you. You agree that you are only using our Services with legally-obtained funds that rightfully belong to you. By using the Services, you represent and warrant that you meet all eligibility requirements that we outline in these Terms of Service. We may still refuse to let certain people access or use the Wallet, however, and we reserve the right to change our eligibility criteria at any time.
Services: Upon your successful registration on the Digital Currency Network, the Company will provide you access to the Services.
Wallet: Your Wallet allows you to (i) store keys for Accepted Digital Currency locally on your own devices, (ii) link to decentralized applications, including, without limitation, decentralized exchanges (collectively “Dapp(s)”), (iii) from the Wallet user interface, swap assets on a peer-to-peer basis via third-party Dapps, (iv) view addresses and information that are part of Digital Currency Networks and broadcast transactions, and (v) manage your balances of Accepted Digital Currencies on their supported Digital Currency Network. Your Wallet is intended solely for proper use of Accepted Digital Currencies as designated on the Service. Under no circumstances should you attempt to use your Wallet to store, send, or receive Digital Currencies that are not Accepted Digital Currencies. We assume no responsibility in connection with any attempt to use your Wallet to store, send or receive Digital Currencies that are not Accepted Digital Currencies.
When you create a Wallet, the Wallet software generates a cryptographic private and public key pair that you may use to send and receive any supported Accepted Digital Currencies via the relevant Digital Currency Network.
YOU MUST STORE, OUTSIDE OF THE SERVICES, A BACKUP OF ALL WALLET CREDENTIALS, INCLUDING YOUR PASSPHRASES, IDENTIFIERS, BACKUP PHRASES, PRIVATE KEYS AND NETWORK ADDRESSES. If you do not maintain a backup of your Wallet data outside of the Services, you will not be able to access Digital Currency previously accessed using your Wallet in the event that we discontinue or no longer offer some or all of the Services or may otherwise lose access to Digital Currency. We are not responsible for maintaining this data on your behalf.
The Service allows you to send Accepted Digital Currency to, and request, receive, and store Accepted Digital Currency from, third parties. Your transfer of Accepted Digital Currencies between your other digital currency wallets (including wallets off the Service) and to and from third parties is a “Digital Currency Transfer.” The Service allows you or a third party to send Digital Currency to your Wallet from an external wallet (“Inbound Transfers”). The Service also allows you to send Digital Currency from your Wallet to an external wallet (“Outbound Transfers”). Whenever you initiate an Inbound Transfer or Outbound Transfer to or from your Wallet, you must cryptographically sign the applicable transfer with your private key. Digital Currency Transfers cannot be reversed once they have been broadcast to the relevant Digital Currency Network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. Company does not control any blockchain or Digital Currency Network and makes no guarantees that a Digital Currency Transfer will be confirmed by a Digital Currency Network.
Password and Security: You are responsible for maintaining the confidentiality of your private keys and any other credentials, if any, and are fully responsible for any and all activities that occur with respect to your Wallet, whether or not you know about them, and you are solely responsible for your conduct, and the tasks and activities you undertake, on or utilizing the Sites or Services. Company will not be liable for any loss or damage arising from your failure to comply with this Section.
You acknowledge and understand that, in certain circumstances, such as if you lose or forget your password for your Wallet, you will need to use a recovery phrase to access any Digital Currency stored in your wallet (the "Recovery Phrase"). You are solely responsible for the retention and security of your Recovery Phrase. Your Recovery Phrase is the only way to restore access to the Digital Currency stored in your Wallet if you lose access to your Wallet. Anyone who knows your Recovery Phrase can access, transfer or spend your Digital Currency. If you lose your Recovery Phrase, you may not be able to access, transfer or spend your Digital Currency. You acknowledge and agree that Company is not responsible in any way for the security of your Recovery Phrase, and you agree to hold Company, its affiliates, representatives, agents and personnel harmless and that no such party shall be liable in any way in the event you lose your Recovery Phrase and cannot access, transfer or spend your Digital Currency. You bear sole responsibility for any loss of your cryptocurrency due to failure to retain and/or secure your Recovery Phrase.
Modifications to Service: Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) at any time with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service. If Company decides to discontinue Service, it will publicly announce its intention to do so providing a minimum of 30 days’ notice using public channels including the Sites.
General Practices Regarding Use and Storage: You acknowledge that Company may establish general practices and limits concerning the use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Company’s servers on your behalf. You agree that Company has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Sites from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Block Explorer: Block Explorer is intended to permit our users to access data and analytics regarding the Digital Currency Networks supported by Block Explorer. Block Explorer is provided for informational purposes only and no data, analytics, or information accessible in connection with Block Explorer (collectively, “BE Data”) is financial advice. Subject to your compliance with the terms and conditions of this Agreement, Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the BE Data for internal, non-commercial business purposes only. All BE Data is provided “AS IS”, and you (i) acknowledge and agree that Company is not responsible or liable for the accuracy or completeness of any BE Data, and (ii) shall be responsible and liable for all use of the BE Data.
Transfer of NFTs; License Rights to NFT Content
NFTs: The Service provides functionality to enable users, including artists or creators (“Creators”) and NFT owners (“NFT Owners”) to transfer ownership of NFTs, including to sell, purchase, list for auction, make offers on, and bid on NFTs (each a “Transaction”). Each NFT is a non-fungible token that uses smart contracts on one or more Digital Currency Networks (“Smart Contracts”). A Digital Currency Network provides an immutable ledger of all Transactions that occur on that Digital Currency Network. This means that all NFTs are outside of the control of any one party, including Company, and are subject to many risks and uncertainties. We neither own nor control any Digital Currency Network, your browser, or any other third-party site, product, or service (including third-party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Service or to engage in a Transaction. Except with respect to transferring control of a NFT to the initial transferee through the Service (“Initial Transferee”), Company has no responsibility with respect to any Transaction. Company will not be liable for the acts or omissions of any third parties, nor will Company be liable for any damage that you may suffer as a result of your Transactions or any other interaction with any third parties. You understand that your Digital Currency Network public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of a NFT to the Initial Transferee, Company has no control over the transfer, storage, ownership, or maintenance of such NFT.
Noncustodial: While Company offers a NFT Marketplace, it does not buy, sell, or ever take custody or possession of any NFTs. The Services facilitate collection of NFTs, but neither Company nor the Services are custodians of any NFTs. You understand and acknowledge that the Smart Contracts do not give Company custody, possession, or control of any user’s NFTs or cryptocurrency at any time for the purpose of facilitating transactions on the Services. You affirm that you are aware and acknowledge that Company is a non-custodial service provider and has designed the Services to be directly accessible by its users without any involvement or actions taken by Company or any third-party. Company facilitates transactions between the users of the Services but is not a party to any agreement between any sellers, buyers, Creators, NFT Owners or other users. As a marketplace, Company cannot make any representation or guarantee that Creators, NFT Owners or other will achieve any particular outcome as the result of listing their NFTs or engaging in any other Transaction on the Services.
Initial Transfers: When each NFT is transferred for the first time, the agreement for the transfer is between Company and the Initial Transferee. If the Initial Transferee decides to transfer a NFT (“Secondary Transfer”), then Company is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Transfer. If you or any owner of a NFT sells or transfers a NFT to another user, (a) then you, as a NFT Owner, represent and warrant that you will notify the subsequent owner of these Terms of Service and require the subsequent owner to comply with these Terms of Service, (b) the Applicable License (as defined below) will automatically transfer to such subsequent owner, and such other owner will be deemed the NFT Owner (for purposes of such NFT and the Applicable License to the underlying Art Content) and will be subject to these Terms of Service, and (c) you, as the seller or transferor of such NFT, will cease to have any further rights to such NFT or underlying NFT Content.
By placing an order to purchase a NFT on the Sites or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize Company to automatically charge and collect such fees from your payment instrument or Wallet. If you are an Initial Transferee, then all amounts due are to be paid through the Smart Contract, of which the price of the NFT shall be paid to the transferor and applicable fees shall be paid to Company. If you are not the Initial Transferee of a NFT, then amounts may be paid to the seller of such NFT.
Secondary Transfer: Company reserves the right to collect a percentage of any Secondary Transfer of a NFT (“Royalty”), whether on the Services via the NFT Marketplace or otherwise, in perpetuity. The applicable Royalty will be displayed at the time of initial transfer, or through other reasonable means. If a Royalty for Secondary Transfer applies, you agree to notify actual and potential buyers of the applicable NFT of such Royalty and not attempt to circumvent such Royalty. No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
Taxes: You are responsible for any and all transfers, sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services or NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a NFT).
Creator Rights and Obligations: The Creator owns all legal rights, title, and interest in all intellectual property rights in the content underlying the NFTs minted on the Services (such underlying content, the “NFT Content”), including but not limited to copyrights and trademarks in the NFT Content, unless the Creator expressly transfers any such right, title or interest to a NFT Owner or other third party. As the copyright owner, the Creator has the right to reproduce, prepare derivatives of, distribute, and display or perform the NFT Content. By launching any NFTs on the Services, the Creator hereby expressly and affirmatively grants to the NFT Owner and, to the extent applicable, any subsequent NFT Owner in a secondary sale the Applicable License as described below, unless the Creator expressly grants different rights to the NFT Owner.
Creator expressly represents and warrants that its NFT Content underlying any NFTs transferred on the Services contain only original content otherwise authorized for use by the Creator, and do not contain unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Creator, not authorized for use by the Creator, not in the public domain, or otherwise without a valid claim of fair use. The Creator further represents and warrants that it has permission to incorporate the unoriginal content, to the extent such permission is legally required.
The Creator hereby acknowledges, understands, and agrees that by launching, listing, or selling any NFTs on the Services, the Creator hereby expressly and affirmatively grants to Company a non-exclusive, world-wide, transferable, sublicensable, perpetual, irrevocable, and royalty-free license to (a) reproduce, display, perform, distribute and transmit the NFT Content underlying such NFTs for the purpose of operating and developing the Services, and (b) use and incorporate the NFT Content underlying such NFTs, or derivative works thereof, on any marketing materials, and to reproduce, display, perform, display and transmit such marketing materials on any media whether now known or later discovered for the purposes of operating, promoting, sharing, marketing, and advertising the Services. The foregoing licenses include, without limitation, the express rights to: (i) display or perform the NFT Content underlying such NFTs on the Services, a third-party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) index the NFT Content in electronic databases, indexes, and catalogs; and (iii) host, store, distribute, and reproduce one or more copies of such NFT Content within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or cause, direct, or solicit others to do so.
NFT Owner Rights to Underlying NFT Content: The NFT Owner receives a cryptographic token representing the Creator’s NFT Content as a piece of property, but does not own the NFT Content itself or any intellectual property rights therein. The NFT Owner may display and share the NFT Content, but the NFT Owner does not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the NFT Content, except the limited license to the NFT Content granted by these Terms of Service.
Upon legally collecting and obtaining ownership of any NFTs transferred on the Services, unless the Creator expressly grants different rights to the NFT Owner as indicated at the time of sale on the Sites for such NFTs, the NFT Owner receives from the seller of such NFTs a limited, worldwide, non-assignable and non-transferable (except as expressly set forth below), non-sublicensable, royalty-free license to display the NFT Content underlying such NFTs solely for the NFT Owner’s non-commercial purposes, including the right to display such NFT Content privately or publicly: (i) for the purpose of promoting or sharing the NFT Owner’s purchase of, ownership of, or interest in such NFTs, (ii) for the purpose of sharing, promoting, discussing, or commenting on such NFT Content; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFTs; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments. For purposes hereof, for each NFT, “Applicable License” means the foregoing license or such other license that is indicated at the time of sale on the Sites for such NFT. Upon any sale or transfer of a NFT, (a) the Applicable License will automatically transfer to the subsequent owner of such NFT, and such other owner will be deemed the “NFT Owner” and licensee (for purposes of such NFT and the Applicable License to the underlying Art) and will be subject to these Terms of Service and (b) the seller or transferor of such NFT will cease to have any further rights to such NFT Content with respect to such NFT.
Certain Restrictions; Release: As a NFT Owner, you agree that you will not, and will not permit any third party to, do or attempt to do any of the foregoing without Company’s express prior written consent in each case or except as expressly permitted by the Applicable License: (i) modify, distort, mutilate, or perform any other modification to the NFT Content which would be prejudicial to Company’s or the Artist’s honor or reputation; (ii) use the NFT Content to advertise, market, or sell any third party product or service; (iii) use the NFT Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the NFT Content in movies, videos, video games, or any other forms of media for a commercial purpose; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the NFT Content; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT Content; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing your NFT or underlying NFT Content, whether on or off of the Service; (viii) falsify, misrepresent, or conceal the authorship of the NFT Content; or (ix) otherwise utilize any NFT Content for your or any third party’s commercial benefit. You irrevocably release, acquit and forever discharge Company of any liability for direct or indirect copyright or trademark infringement for their use of any NFTs or underlying NFT Content.
Conditions of Use:
Your Responsibilities: You control the Digital Currencies held in your Wallet. Title to the Digital Currency stored in your Wallet (if any) shall at all times remain with you and shall not transfer to us. As the owner of Digital Currency in your Wallet, you are solely responsible for your activity and shall bear all risk of loss of such Digital Currency at all times. You are solely in control of and responsible for the retention and security of your Digital Currencies, private keys, and Recovery Phrase. You must keep your wallet address, Recovery Phrase, and private key access information secure. You control the Digital Currencies held in your Wallet by controlling your private key. It is very important that you back up your private keys, Recovery Phrase, and passwords. Failure to do so may result in the loss of control of Digital Currencies associated with your wallet. We cannot generate a new password for your wallet if you fail to remember your original password. If you have not safely stored a backup of any wallet address and private key pairs maintained in your wallet, you accept and acknowledge that any Digital Currencies you have associated with such wallet address will become inaccessible. Accordingly, we shall have no responsibility or liability whatsoever in the event you are unable to access your wallet for any reason including without limitation your failure to keep your wallet address, Recovery Phrase and private key information secure.
We shall have no liability for any price or value fluctuations of the Digital Currencies stored in your Wallet. None of the Digital Currencies in your Wallet are the property of the Company, or are loaned to the Company and you shall have no right to receive any “interest” from the Company with respect to the Digital Currencies stored in your Wallet.
The person initiating the Inbound Transfer is solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miner’s fees in order for the transaction to be successful. Insufficient network fees may cause an Inbound Transfer to remain in a pending state and may result in delays or losses incurred as a result of an error in the initiation of the transaction. The Company will have no obligation to assist in the remediation of such transactions. Any such Outbound Transfers are executed on chain by you and not under the control of the Company in any way. You should verify all transaction information prior to submitting instructions to us. The Company shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address. Digital Currency Transfers cannot be reversed once they have been broadcast to the relevant Digital Currency Network. The Company does not control the Digital Currency Network and makes no guarantees that a Digital Currency Transfer will be confirmed by the Digital Currency Network. All losses that result from any mistakes in the transaction information for Digital Currencies will be your responsibility and the Company will bear no liability for any such losses. You understand that Digital Currency Transfers cannot be reversed once they have been broadcast to the relevant Digital Currency Network. You understand that once a Digital Currency Transfer is submitted to a Digital Currency Network, the transaction will be unconfirmed and not completed and remain in a pending state until confirmed by the Digital Currency Network. You understand that we do not control the Digital Currency Network and we do not guarantee that a Digital Currency Transfer will be confirmed by the Digital Currency Network.
User Conduct: If Company offers the ability to upload any User Content, this section will apply to your use of the Services. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Company. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, and reporting you to the law enforcement authorities. You agree to not use the Service to:
Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instruments. You represent and warrant to Company that such information is true and that you are authorized to use the payment instrument.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service (including BE Data), use of the Service, or access to the Service. The Service is for your personal use.
Third-Party Distribution Channels: Company offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.
Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
Email Address: hello@CSPR.live
Mailing Address: 30 Gould St, Suite R, Sheridan, WY 82801
Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Company only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Company, and not Google, is solely responsible for Company’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Company’s Google-Sourced Software.
Intellectual Property Rights
Service Content, Software and Trademarks: Company and its licensors exclusively own all right, title and interest in and to the Sites and the Services. You acknowledge that the Sites and Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Company, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Company from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Company, our affiliates, and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Company. You agree not to access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or to resell or sublicense the Services, or use the Services to provide software as a service or any cloud-based, time sharing, service bureau or other services.
The Company name and logos are trademarks and service marks of Company (collectively the “Company Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Company. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Company Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Company Trademarks will inure to our exclusive benefit.
Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found at: https://github.com/make-software. If required by any license for particular open source software, Company makes such open source software, and Company’s modifications to that open source software (if any), available by written request to hello@CSPR.live. Copyrights to the open source software are held by the respective copyright holders indicated therein.
Third Party Material: Under no circumstances will Company be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Company does not pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Company and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Company, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through the Service: With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Company and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof any form, medium or technology now known or later developed, provided that the foregoing license does not apply to NFT Content (which is addressed above).
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Company are non-confidential and Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Company may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Company, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Acceptable Use and Enforcement Rights
As a condition to using the Sites and/or Services, you agree not to use the Sites or Services in ways that:
By using the Sites or Services, you further represent, warrant and covenant that:
You shall bear the risk of loss for, and assume all liability arising from, any unauthorized or fraudulent usage of Services (or any hardware or software component thereof). Company reserves the right, but is not required, to take any and all action it deems appropriate, including, without limitation, blocking access to geographic areas or suspending access to Services (or any hardware or software component thereof), in order to prevent or terminate any fraud, abuse or illegal use of or activities in connection with the Services or any other breach of this section, provided, however, that any such action by Company shall be consistent with applicable laws, rules, and regulations.
Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Company has no control over such sites and resources and Company is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Company is not liable for any loss or claim that you may have against any such third party.
Indemnity and Release
You agree to defend, indemnify, and hold harmless Company, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Company Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Company Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Company Party. Company will provide notice to you of any such claim, suit, or proceeding. Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Company’s defense of such matter. You may not settle or compromise any claim against the Company Parties without Company’s written consent. 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 releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimers
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITES AND THE SERVICES, AND ANY CONTENT, IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SITES AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITES OR SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
OUR SERVICES RELY ON EMERGING TECHNOLOGIES. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH POTENTIAL MISUSE OF TECHNOLOGY, SUCH AS CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. COMPANY SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF DIGITAL CURRENCIES, AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.
COMPANY AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT ANY DATA, ANALYTICS, OR OTHER MATERIALS OR CONTENT YOU DOWNLOAD OR ACCESS FROM THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES. WHILE COMPANY MAY MAKE DATA AND ANALYTICS AVAILABLE THROUGH THE SERVICE, THE DATA AND ANALYTICS ARE PROVIDED BY THIRD PARTIES AND COMPANY IS NOT RESPONSIBLE OR LIABLE FOR, AND HEREBY DISCLAIMS LIABILITY FOR, YOUR USE OF SUCH DATA AND ANALYTICS, AND THE INFORMATION YOU OBTAIN FROM THEM. YOU EXPRESSLY AGREE THAT YOUR USE OF ANY DATA AND ANALYTICS MADE AVAILABLE THROUGH THE SERVICE IS AT YOUR SOLE RISK. EVEN THOUGH COMPANY STRIVES TO MAKE THE SERVICE AVAILABLE 24/7, COMPANY DOES NOT GUARANTEE ITS UNINTERRUPTED AVAILABILITY AND SHALL NOT BE LIABLE FOR ANY DELAYS, ERRORS OR INTERRUPTIONS IN THE TRANSMISSION OR DELIVERY OF DATA VIA THE SERVICES. HOWEVER, WE WILL DO OUR BEST TO PREVENT THE ABOVE SITUATION FROM OCCURRING. SHOULD CERTAIN UNAVOIDABLE ISSUES OCCUR, WE WILL TRY TO REMEDY THE SITUATION AS SOON AS POSSIBLE AND NOTIFY SUCH ISSUES TO USERS VIA E-MAIL.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS REGARDING THE CONTINUOUS, UNINTERRUPTED, DEFECT-FREE, ERROR-FREE, VIRUS-FREE OR SECURE ACCESS TO OR OPERATION OF THE SERVICE OR SOFTWARE. COMPANY SPECIFICALLY DISCLAIMS ALL LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY THIRD-PARTY PROVIDERS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE POTENTIAL MARKET FOR THE SERVICE.
THE SERVICE IS NOT INTENDED TO PROVIDE, AND COMPANY DOES NOT PROVIDE, ANY INVESTMENT OR FINANCIAL ADVICE WHATSOEVER. WITH RESPECT TO ANY FINANCIAL OR INVESTMENT DECISIONS WITH RESPECT TO THE DIGITAL CURRENCIES AND ANY TRANSACTIONS INVOLVING DIGITAL CURRENCIES, IT IS STRONGLY RECOMMENDED THAT YOU CONDUCT YOUR OWN RESEARCH AND DUE DILIGENCE INVESTIGATION, TO PROPERLY EVALUATE THE BENEFITS AND RISKS OF ANY INVESTMENT OR TRANSACTION INVOLVING DIGITAL CURRENCIES OR HOLDING DIGITAL CURRENCIES. IT IS ALSO STRONGLY RECOMMENDED 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 TRANSACTION INVOLVING DIGITAL CURRENCIES.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COMPANY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY ANY THIRD PARTY AND ACCESSED THROUGH THE SITES OR SERVICE; (E) ANY UNAUTHORIZED USE OF YOUR WALLET ADDRESS AND/OR PRIVATE KEY DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR WALLET, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE WALLET SOFTWARE OR THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (F) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Acknowledgment of Certain Risks; Other Disclaimers; Release of Claims
By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Currencies. You further understand that the markets for these Digital Currencies are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Casper are variable and may increase dramatically at any time. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the Sites or Services.
The Services and your Digital Currencies could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Company to continue to make its proprietary software, and thus, could impede or limit your ability to continue to use the Services.
You understand and acknowledge that cryptography is a progressing field with advances in code cracking and other technical advancements, such as the development of quantum computers, which may present risks to Digital Currencies and the services, and could result in the theft or loss of your Digital Currencies. To the extent possible, we intend to update Company-developed smart contracts related to the Services to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not reflect a binding commitment and does not in any way guarantee or otherwise ensure full security of the Services.
Although we intend to provide accurate and timely information on the Sites and during your use of the Services, that intention does not reflect a binding commitment, and the Sites and other information available when using the Services may not be accurate, complete, error-free or current. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it in any manner, and all decisions based on such information contained on the Sites or made available through the Services are your sole and absolute responsibility. No representation of any kind or nature is made as to the accuracy, completeness or appropriateness for any particular purpose of any pricing or other information distributed via the Sites or Services. Pricing information may be higher or lower than prices available on platforms providing similar services.
Any reference to a type of Digital Currency on the Sites or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Currency relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.
Use of the Services, in particular for trading Digital Currencies, may carry financial risk. Digital Currencies are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Sites and the Services at your own risk. The risk of loss in trading Digital Currencies can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Currencies. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Currencies indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms of Service, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing Digital Currency transactions.
Company is a developer of software. The Company does not operate a Digital Currency exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning your transactions using the Services. All transactions between users of Company-developed software are executed peer-to-peer directly between the users' Digital Currency Network addresses through smart contracts. You are responsible for complying with all laws that may be applicable to or govern your use of the Services, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission ("CFTC"), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC") and all foreign applicable laws.
You understand that Company is not registered or licensed by the CFTC, SEC, or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the Company-developed software. The Sites and Company-developed software do not constitute advice or a recommendation concerning any commodity, security, or other Digital Currency or instrument. Company is not acting as an investment adviser or commodity trading adviser to any person or entity.
You expressly agree that you assume all risks in connection with your access and use of the Sites and Services and your interaction therewith. You further expressly waive and release Company Parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Sites and Services and your interaction therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: "[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."
Dispute Resolution By Binding Arbitration:
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY 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 A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, 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 CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at hello@CSPR.live. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Company should be sent to 30 Gould St, Suite R, Sheridan, WY 82801 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Company or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found on the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable 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 these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Company will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. 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.
g. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) 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 will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
Termination
You agree that Company, in its sole discretion, may suspend your use of the Service and remove and discard any content within the Service, for any reason without notice, including for lack of use or if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Company may immediately bar any further access to the Service. Further, you agree that Company will not be liable to you or any third party for any termination of your access to the Service. You understand that by using the Services, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.
Compliance with Laws
You acknowledge that the Services are subject to U.S. export control laws, including the Export Administration Regulations of the Bureau of Industry and Security (“BIS”), U.S. Department of Commerce; and economic sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. You agree to comply strictly with all such laws and regulations as they relate to the Services, and, to the extent consistent with this Terms of Service, not to download, use, reexport, or transfer the Services into or within Crimea, Cuba, Iran, North Korea, or Syria, or to the governments of these countries, wherever located. You represent that you are not identified on BIS’s Denied Persons List or OFAC’s Specially Designated Nationals List, nor will You permit the use of the Services by any person or entity identified on such a list. You further represent that you will not use the Services for nuclear, chemical, or biological weapons proliferation, or for missile-development purposes, nor will You permit the use of the Services by any person or entity for such uses. You further represent that you will not provide, export, reexport, or transfer the Services other than in compliance with the foregoing restrictions.
You represent and warrant that: (i) you (and, if you are an entity, your officers, directors, employees, and agents (collectively, the “Representatives”)) are in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations thereunder, and similar laws of foreign jurisdictions or other anti-money laundering obligations under the law of your jurisdiction or otherwise applicable to Representatives; (ii) you are (and, if you are an entity, your Representatives are) in compliance with anti-money laundering obligations; (iii) you have not (and, if you are an entity, your Representatives have not) been convicted of, or have agreed to enter into a pretrial diversion or similar program in connection with the prosecution of, a criminal offense involving theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court
To the extent that any governmental agency or regulatory body in any country takes any action which prevents, restricts, or otherwise limits Company’s ability to provide any portion of the Services to you, Company shall have no liability in connection with the provision of, or failure to provide, such Services to you, and Company may, at its option, (a) make a reasonable effort to relocate the Services to another location, or (b) terminate the applicable Services immediately and without penalty.
User Disputes
You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Company will have no liability or responsibility with respect thereto. Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
General
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Company governing your access and use of the Service, and supersede any prior agreements between you and Company with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Wyoming without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Company submit to the personal and exclusive jurisdiction of the state and federal courts located within Laramie County, Wyoming. The failure of Company to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Company, but Company may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Company will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Company’s reasonable control.
Your Privacy
At Company, we respect the privacy of our users. For details, please see our Privacy Policies. By using the Service, you consent to our collection and use of personal data as outlined therein.
Questions? Concerns? Suggestions?
Please contact us at hello@CSPR.live or by sending a notice to 30 Gould St, Suite R, Sheridan, WY 82801 to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.
