THIS IS THE ALPHA VERSION OF THE LIQUALITY PLATFORM WHICH IS STILL UNDERGOING TESTING BEFORE ITS OFFICIAL RELEASE. THE INFORMATION AVAILABLE IS NOT INTENDED TO BE RELIED ON OR USED IN A PRODUCTION ENVIRONMENT. YOU ACKNOWLEDGE AND ACCEPT THAT THE SITE OR SERVICES (A) MAY CONTAIN BUGS, ERRORS, AND DEFECTS, (B) MAY FUNCTION IMPROPERLY OR BE SUBJECT TO PERIODS OF DOWNTIME AN UNAVAILABILITY, (C) MAY RESULT IN TOTAL OR PARTIAL LOSS OR CORRUPTION OF DATA USED IN THE SITE, AND (D) MAY BE MODIFIED AT ANY TIME, INCLUDING THROUGH THE RELEASE OF SUBSEQUENT VERSIONS, ALL WITH OR WITHOUT NOTICE. THE ALPHA PLATFORM IS AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR THE SOLE PURPOSE OF COLLECTING FEEDBACK ON QUALITY, USABILITY, PERFORMANCE AND ANY DEFECTS. THANK YOU FOR YOUR SUPPORT WHILE WE CONTINUE TO WORK ON DELIVERING A PERFECT PRODUCT.

Website Terms of Use

Version 1.0

Last revised on: December 6, 2018

Welcome to ConsenSys AG’s Liquality (“Liquality”, “Company”, “we”, “our”, or “us”). Liquality is a client-based platform that would enable users to swap consumer tokens on a peer-to-peer basis without an intermediary. These terms of use (“Terms”, “Terms of Use” or the “Agreement”) govern your use of the website located at https://liquality.io/ (the “Site”), platform, and all related tools, applications, data, software, and other services provided by us (the “Service”). Certain features of the Site and Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.  All such additional terms, guidelines, and rules are incorporated by reference into these Terms and constitute a legally binding agreement between you and Company in relation to your use of the Service. Any personal information submitted in connection with your use of the Service is subject to our Privacy Policy, which is hereby incorporated by reference into these Terms.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND SERVICES.  BY ACCESSING OR USING THE SITE OR SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.  YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD.  IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE AND SERVICES.

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 13.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

  1. TEST SWAP TRANSACTIONS 

1.1        User Responsibilities.  In order to use certain features of the Site and Services, you must connect to your digital asset wallet.  You acknowledge that Company is not responsible for transferring, safeguarding, or maintaining your private keys or any digital currency associated therewith.  If you lose, mishandle, or have stolen associated digital currency private keys, you acknowledge that you may not be able to recover associated digital currency, and that Company is not responsible for such loss.   You agree to only enter into a swap transaction using bitcoin (BTC) or ether (ETH) in your custody that exists on a “testnet” blockchain.  You agree not to initiate or complete a swap transaction using, or otherwise provide any digital currency that exists on, a “mainnet” blockchain or any digital currency that may be considered a security under applicable law. You acknowledge that Company is not responsible for any loss or damage arising from your failure to comply with the requirements hereunder.

1.2        Swap Amounts.  You acknowledge that you may receive a lesser amount of BTC or ETH in your wallet following the swap transaction than displayed on the swap page as a result of a portion of such BTC or ETH being used to pay fees to miners.

1.3        Company Discretion.  Company has sole discretion as to whether or not to enter into a swap transaction with you.

  1. ACCESS TO SITE AND SERVICES

2.1        License.  Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site and Services solely for your own personal, noncommercial use.

2.2        Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services, whether in whole or in part, or any content displayed on the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) you shall not use the Site or Services or enter into a swap transaction other than as permitted hereunder.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Site and Services shall be subject to these Terms.  All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

2.3        Modification.  Company reserves the right, at any time, to modify, suspend, or discontinue the Site or Services (in whole or in part) with or without notice to you.  You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site and Services or any part thereof.

2.4        No Support or Maintenance.  You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site and Services.

2.5        Ownership.  Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Services and its content are owned by Company or Company’s suppliers.  Neither these Terms (nor your access to the Site and Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section ‎2.1. Company and its suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.

  1. USER CONTENT

3.1        User Content.  “User Content” means any and all information and content that a user submits to, or uses with, the Site and Services (e.g., content in the user’s profile or postings).  You are solely responsible for your User Content.  You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.  You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section ‎3.3).  You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company.  Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.  Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.  You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2        License.  You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site and Services.  You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

3.3        Acceptable Use Policy.  The following terms constitute our “Acceptable Use Policy”:

(a)        You agree not to use the Site and Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party or governmental agency, including without limitation securities laws, commodities laws, money transmission regulations, and anti-money laundering and anti-terrorism laws.

(b)        In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site or Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site or Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii)  use the Site or Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site or Services (or to other computer systems or networks connected to or used together with the Site or Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site or Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site or Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site or Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.4        Enforcement.  We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your use, and/or reporting you to law enforcement authorities.

3.5        Feedback.  Should you encounter any bugs, glitches, lack of functionality or other problems on the website, please let us know immediately so we can rectify these accordingly. We appreciate your feedback as it helps us develop the platform and offer the best Service possible. If you provide Company with any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  Company will treat any Feedback you provide to Company as non-confidential and non-proprietary.  You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

3.6        Rewards.   Company from time to time, in its sole discretion, may decide to offer prizes to incentivize user participation, however, any reward or benefit offered by Company does not create, constitute, or give rise to any legal or contractual rights in users of the Site and Services. You acknowledge that Company has no legal obligation to provide rewards to any contributor.

  1. INDEMNIFICATION

You agree to indemnify and hold Company (and its directors, officers, employees, contractors, affiliates, representatives and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site and Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content.  Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of Company.  Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

  1. THIRD PARTY LINKS & ADS; OTHER USERS

5.1        Third-Party Links & Ads.  The Site and Services may contain links to third-party websites and services, including digital asset wallets, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”).  Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads.  Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads.  You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5.2        Other Users.  Each Site and Service user is solely responsible for any and all of its own User Content.  Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others.  We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content.  Your interactions with other Site and Service users are solely between you and such users.  You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions.  If there is a dispute between you and any Site or Service user, we are under no obligation to become involved.

5.3        Release.  You hereby release and forever discharge the Company (and our directors, officers, employees, contractors, affiliates, representatives, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or Services (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads).  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

5.4        Third Party Beneficiaries.   You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms. The Terms of Use will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and Company, except and solely to the extent expressly stated in these Terms.

  1. DISCLAIMERS

THE SITE AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. FURTHER DISCLAIMERS

Without limiting the generality of Section 6, neither Company nor its affiliates or licensors will have any responsibilities or liability with respect to the following: (a) the Services could be impacted by one or more regulatory inquiries or actions, which could prevent or limit the ability of Company to continue to develop or provide the Services, or for you and your users to use the Services, (b) Company has no obligation to update the Services or its underlying platforms and networks to address, mitigate, or remediate any security or other vulnerabilities in the Services, or such platforms or networks, and (c) portions of the Services or any other underlying networks and platforms may rest on open-source software, and there is a risk that weaknesses or bugs that may be introduced in the infrastructural elements of the Services or any other underlying networks and platforms, which may result in security vulnerabilities, data loss, damage, destructions, disclosure, or other compromises.

  1. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE SITE OR SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.  

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE US DOLLAR (U.S. $1). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  

  1. CRYPTOGRAPHIC SYSTEMS

You acknowledge and understand that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptographic systems and the Services, which could result in the theft or loss of your property. To the extent possible, the Company intends to update the code underlying the Services to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using the Services, you acknowledge these inherent risks.

  1. PLATFORM SECURITY

We are an early stage platform.  You acknowledge that applications are code subject to flaws and acknowledge that you are solely responsible for evaluating any available code provided by the Services. You further expressly acknowledge and represent that applications can be written maliciously or negligently, that we cannot be held liable for your interaction with such applications. These warnings and others later provided by us in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing the Site and Services.

  1. COPYRIGHT INFRINGEMENT

If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide Company a written notice containing the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest, (b) a description of the copyrighted work or other intellectual property that you claim has been infringed, and (c) a description of where the material that you claim is infringing is located on the Site.

Company can be reached at:

Email: info@liquality.io; notices@consensys.net 

Subject Line: Copyright Notification: Liquality

  1. TERM & TERMINATION

Subject to this Section, these Terms will remain in full force and effect while you use the Site.  We may suspend or terminate your rights to use the Site and Services at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of these Terms.  Upon termination of your rights under these Terms, your right to access and use the Site and Services will terminate immediately.  You understand that any such termination may involve deletion of your User Content.  Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for deletion of your User Content.  Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections ‎2.2 through ‎2.5, Sections ‎3 through 8, and Sections 11 through 14.        

  1. GENERAL

13.1        Changes.  These Terms are subject to occasional revision, and if we make any changes, we will change the Last Updated date above.  Continued use of our Site and Services following such notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes..

13.2        Dispute Resolution. Please read this Arbitration Agreement (the “Arbitration Agreement”) carefully.  It is part of your contract with Company and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a)        Applicability of Arbitration Agreement.  All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.  Unless otherwise agreed to, all arbitration proceedings shall be held in English.  This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b)        Notice Requirement and Informal Dispute Resolution.  Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  A Notice to the Company should be sent to: 49 Bogart St. #22, Brooklyn, New York 11206.  After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally.  If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.  The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c)        Arbitration Rules.   This Agreement shall be governed by the laws of the State of New York. Any claim, dispute, or controversy (“Claim”) arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court or a New York state court located in New York County, New York. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable.

(d)        Additional Rules for Non-Appearance Based Arbitration.  If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e)        Time Limits.  If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the Rules for the pertinent claim.

(f)        Authority of Arbitrator.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the Rules, and the Terms.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and the Company.

(g)        Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement.  Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court.  In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h)        Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  

(i)        Confidentiality.  All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.  The parties agree to maintain confidentiality unless otherwise required by law.  This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j)        Severability.  If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(k)        Right to Waive.  Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted.  Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(l)        Survival of Agreement.  This Arbitration Agreement will survive the termination of your relationship with Company.  

(m)        Small Claims Court.  Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

(n)        Emergency Equitable Relief.  Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.  A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o)        Claims Not Subject to Arbitration.  Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

(p)        Courts.  In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Kings  County, New York, for such purpose

13.3        Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

13.4        Disclosures.  If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

13.5        Electronic Communications.  The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hard-copy writing. The foregoing does not affect your non-waivable rights.

13.6        Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  Company may freely assign these Terms.  The terms and conditions set forth in these Terms shall be binding upon assignees.

13.7        Contact. We welcome your comments or questions about these Terms. Please contact us at: info@liquality.io.