Last Updated: November 30, 2023
These Terms of Use (“Terms”) constitute a legally binding contract made between you and Facet Blockchain Technologies, LLC (“Facet,” “we,” or “us”) that governs your access to and use of the Facet API, Bridge Interface, FacetSwap Interface, FacetScan Interface, FacetCards Interface (each of which is defined in the section titled “The Services” below), our website(s), and, except as otherwise stated herein, any and all related software, documentation, and online, mobile-enabled, and/or digital services we provide (collectively, the “Services”). These Terms apply to all visitors and users of the Services, and to all others who access the Services. By accessing or using the Services in any way, you agree to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you are not permitted to access or otherwise use the Services.
NOTICE: These Terms contain important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. Our Services are only available to you — and you should only access any of our Services — if you agree completely with these terms.
The Facet Protocol
The “Facet Protocol” is an open source protocol that enables you to use Ethereum in a cost-effective way. The Facet Protocol includes several open source modules called “Dumb Contracts”, some of which, when paired with analogous ordinary Smart Contracts (as defined below), enable you to “bridge” assets into the Facet Protocol. Bridging means locking assets on an Ethereum Smart Contract (“Smart Contract”) and replicating them within a Dumb Contract. The Facet Protocol itself is not part of the Services. It is operated through the use of certain software such as the Facet Virtual Machine Indexer (“Facet VM”). YOU ACKNOWLEDGE AND AGREE THAT IF YOU USE THE FACET PROTOCOL OR ANY BRIDGES, YOU DO SO AT YOUR OWN RISK.
Who May Use the Services
You may only use the Services if you are legally capable of forming a binding contract with Facet in your respective jurisdiction which may require your parent’s or other legal guardian’s consent if you’re not the legal age of majority (which in many jurisdictions is 18), and not barred from using the Services under the laws of any applicable jurisdiction, for example, that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals and are not located or organized in a U.S. sanctioned jurisdiction. If you are using the Services on behalf of an entity or other organization, you agree to these Terms for that entity or organization and represent to Facet that you have the authority to bind that entity or organization to these Terms.
Rights We Grant You
Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable license to use the Services for your personal, non-commercial use only, strictly as permitted by the features of the Services. We may terminate this license at any time for any reason or no reason. We reserve all rights not expressly granted herein in the Services and the Facet Content (as defined below).
As between you and us, Facet (or a third-party licensor of Facet, as applicable) is the owner of the Services, including all related intellectual property rights and proprietary content, information, material, software, images, text, graphics, illustrations, logos, trademarks (including, without limitation, the Facet Protocol logo, the Facet Protocol name, the Facet logo, the Facet name, and any other Facet or the Facet Protocol marks), service marks, copyrights, photographs, audio, video, music, and the “look and feel” of the Services (collectively, the “Facet Content”). We hereby permit you to use and access the Services, provided that you comply with these Terms. If any Facet Content is distributed to you as part of your use of the Services, we hereby grant you a limited, freely revocable, non-sublicensable, non-transferable, and non-exclusive right and license to execute, access and display such Facet Content provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.
Accessing the Services
To access the Services you must connect a compatible cryptocurrency wallet software (“Wallet”). Your relationship with any given Wallet provider is governed by the applicable terms of that Wallet provider, not these Terms. You are responsible for maintaining the confidentiality of any private key controlled by your Wallet and are fully responsible for any and all messages or conduct signed with your private key. We reserve the right, in our sole discretion, to prohibit certain Wallet addresses from being able to use or engage in transactions via, or from otherwise using, the Services. WE ARE NOT AND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU IN CONNECTION WITH YOUR USE OF A WALLET, AND MAKE NO REPRESENTATIONS AND WARRANTIES REGARDING HOW THE SERVICES OR THE FACET PROTOCOL WILL OPERATE OR BE COMPATIBLE WITH ANY SPECIFIC WALLET. ALL WALLET PROVIDERS ARE INDEPENDENTLY AND SEPARATELY OPERATED AND CONTROLLED BY THIRD PARTIES, NOT FACET. WE ENABLE YOU TO IDENTIFY, INTERACT AND CONNECT WITH SUCH THIRD-PARTY SERVICES AND ENABLES THE PROVIDERS OF SUCH THIRD-PARTY SERVICES TO PROVIDE CERTAIN SERVICES THROUGH AND/OR IN CONNECTION WITH THE SERVICES MERELY AS A CONVENIENCE, AND THE AVAILABILITY OF SUCH SERVICES AND/OR FUNCTIONALITY DOES NOT IMPLY FACET’S ENDORSEMENT OR RECOMMENDATION OF SUCH THIRD-PARTY SERVICES OR THE PROVIDERS THEREOF.
Your Content and Materials
As between you and Facet, you retain ownership of and all intellectual property rights to the content and materials you submit to, on, or through the Services (collectively, “User Content”). But, you grant us a limited, non-exclusive, worldwide, royalty-free license to use your content solely for the purpose of operating the Services for so long as we operate the Services.
You understand that certain portions of the Services may allow other users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content to or through the Services, you agree to allow others to view, edit, and/or share your User Content in accordance with these Terms. We have the right (but not the obligation) in our sole discretion to remove any User Content from the Services with or without prior notice to you. WE ARE NOT AND WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY USER CONTENT THAT YOU OR ANY OTHER USER OR THIRD PARTY SUBMITS, POSTS, DISPLAYS, PROVIDES, OR OTHERWISE MAKES AVAILABLE TO, ON, OR THROUGH THE SERVICES. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND THE CONSEQUENCES OF SUBMITTING IT, POSTING IT, DISPLAYING IT, PROVIDING IT, OR OTHERWISE MAKING IT AVAILABLE TO, ON, OR THROUGH THE SERVICES, AND YOU AGREE THAT WE ARE ACTING ONLY AS A PASSIVE CONDUIT FOR YOUR ONLINE DISTRIBUTION OF YOUR USER CONTENT. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO USER CONTENT THAT IS INACCURATE, OBJECTIONABLE, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT FACET WILL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY USER CONTENT.
In connection with your User Content, you affirm, represent, and warrant that (a) you have the written consent of each and every identifiable natural person referred to or mentioned in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Services and these Terms; (b) you have obtained and are solely responsible for obtaining all consents as may be required by applicable law to make available any User Content relating to third parties; (c) your User Content and our use thereof as contemplated by these Terms and the Services will not violate any applicable law or infringe any rights of any third party, including, but not limited to, any intellectual property rights and privacy rights; (d) your User Content does not include illegal content or content in furtherance of harmful or illegal activities and/or any malicious programs or code; and (e) to the best of your knowledge, all of your User Content and all other information that you provide to us is truthful and accurate.
DMCA Notice
We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:
● An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
● Identification of the copyrighted work that you claim has been infringed;
● Identification of the material that is claimed to be infringing and where it is located on the Services;
● Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
● A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
● A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to our DMCA Agent using the following contact information:
Facet Blockchain Technologies, LLC
Attention: DMCA Manager
Address: 228 Park Ave S PMB 62983
Email: [email protected]
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable law.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion terminate or limit access to the Services by users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The Services
Facet offers the following Services:
The Facet API: The “Facet API”, available at api.facet.org is a service that runs the Facet VM and makes the results of its computations publicly available. The inputs to these computations are publicly-available Ethereum transactions. We reserve the right to charge and modify the fees in connection with your use of the Facet API. These fees may also be subject to taxes under applicable law. We are not and will not be responsible or liable for the correctness of information exposed through the Facet API.
FacetScan Interface: The “FacetScan Interface” provides a graphical interface for accessing data available through the Facet API.
Bridge Interface: The “Bridge Interface” is a web application and graphical user display operated by Facet. It enables you to create blockchain messages that you can sign and broadcast to Ethereum using your Wallet.
FacetSwap Interface: The “FacetSwap Interface” is a web or mobile-based means of accessing a protocol that allows users to trade certain compatible digital assets (such protocol, “FacetSwap Protocol”). The FacetSwap Interface is distinct from the FacetSwap Protocol and is one, but not the exclusive, means of accessing the FacetSwap Protocol. The FacetSwap Protocol comprises self-executing Dumb Contracts that are deployed on the FacetSwap Protocol on Ethereum. By using the FacetSwap Interface, you understand that you are not buying or selling digital assets from us and that we do not operate any liquidity pools on the FacetSwap Protocol or control trade execution on the FacetSwap Protocol. When traders pay fees for trades, those fees accrue to liquidity providers for the FacetSwap Protocol.
FacetCards Interface: The “FacetCards Interface” is a web or mobile-based means of accessing a protocol that allows users to use a decentralized open source blockchain-based naming protocol (such protocol, “FacetCards Protocol”). It maintains a registry of all cards based on the Ethereum blockchain through a series of Dumb Contracts deployed on the FacetCards Protocol. Users may, through interacting with the FacetCards Protocol, search for names, register names, and manage their registered names. The FacetCards Interface is one, but not the exclusive, means of accessing the FacetCards Protocol. You are responsible for conducting your own diligence on interfaces that enable you to access the FacetCards Protocol to understand the fees and risks that they present. You understand that anyone can register and own a name that is not already registered on the registry maintained by the FacetCards Protocol. You further understand that names registered on the registry maintained by the FacetCards Protocol may expire and you are responsible for monitoring and renewing the registration of such names.
Other Services
We may from time to time in the future offer additional products and services, and such additional products and services shall be considered a Service as used herein, regardless of whether such product is specifically defined in these Terms.
Acceptable Use
You agree that you will not use the Services in any manner or for any purpose other than as expressly permitted by these Terms. That means, among other things, you will not use the Services to do or encourage any of the following:
● Infringe or violate the intellectual property rights or any other rights of anyone else (including Facet) or attempt to decompile, disassemble, or reverse engineer the Services.
● Violate any applicable law or regulation, including without limitation, any applicable anti-money laundering laws, anti-terrorism laws, export control laws, end user restrictions, privacy laws or economic sanctions laws/regulations, including those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control.
● Use the Services in a way that is dangerous, harmful, fraudulent, misleading, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
● Violate, compromise, or interfere with the security, integrity, or availability of any computer, network, or technology associated with the Services, including using the Services in a manner that constitutes excessive or abusive usage, attempts to disrupt, attack, or interfere with other users, or otherwise impacts the stability of the Services.
● Use any Facet brands, logos, or trademarks (or any brands, logos, or trademarks that are confusingly similar) or other Facet Content without our express prior written approval, which we may withhold at our discretion for any reason.
● Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
● Engage in any activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Services.
● Engage in any activity that seeks to interfere with or compromise the
integrity, security, or proper functioning of any computer, server, network,
personal device, or other information technology system, including, but not
limited to, the deployment of viruses and denial of service attacks.
● Engage in any activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
● Engage in any activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as “rug pulls”, pumping and dumping, and wash trading.
● Engage in any activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.
● Buy, sell, or transfer stolen items, fraudulently obtained items, items
taken without authorization, and/or any other illegally obtained items.
● Engage in any activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable.
Release and Assumption of Risk
By using the Services, the Facet Protocol, any Dumb Contracts, or any Smart Contracts that interact with the Facet Protocol (collectively “The Facet Ecosystem”), you represent that you understand there are risks inherent in using cryptographic and public blockchain-based systems, including, but not limited, to The Facet Ecosystem and digital assets such as bitcoin (BTC) and ether (ETH).
You represent that you are financially and technically sophisticated enough to 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 assets such as ether (ETH), so-called stablecoins, and other digital tokens such as those following the Ethereum token standard (ERC-20).
YOU EXPRESSLY AGREE THAT YOU ASSUME ALL RISKS IN CONNECTION WITH YOUR ACCESS AND USE OF THE FACET ECOSYSTEM. That means, among other things, you understand and acknowledge that:
● The Facet Ecosystem may be subject to cyberattacks and exploits, which
could result in the irrevocable loss or reduction in value of your digital
assets or in additional copies of your digital assets being created or bridged
without your consent.
● In the event of a security breach or hack of any bridge-related
technology or interface, including any website, Smart Contract, or Dumb
Contract, you acknowledge and agree that Facet shall not be liable for any loss
or damage resulting from such breach or hack. This includes, but is not limited
to, loss of digital assets, unauthorized transactions, or disruption of
services. You are responsible for understanding the risks associated with the
use of any bridge technology and for taking appropriate measures to safeguard
your assets in such events.
● You are responsible for obtaining, verifying, and assessing all necessary information regarding the current state and performance of The Facet Ecosystem. Facet may, but is not obligated to, provide tools and resources to aid in this process. You should independently run and utilize your own version of this software to cross-verify the accuracy and reliability of the information provided by Facet.
● The Facet Protocol is subject to periodic upgrades by its open source maintainers. They may approve a protocol upgrade that, if implemented, may significantly impacts The Facet Ecosystem, and may introduce other risks, bugs, malfunctions, cyberattack vectors, or other changes to The Facet Ecosystem that could disrupt the operation of The Facet Ecosystem or otherwise cause you damage or loss.
● If you lose your Wallet seed phrase, private keys, or password, you might permanently be unable to access your digital assets. You bear sole responsibility for safeguarding and ensuring the security of your Wallet.
● You further expressly waive and release Facet, its parents, affiliates, related companies, their officers, directors, members, employees, consultants, representatives, agents, partners, licensors, and each of their respective successors and assigns (collectively, the “Facet Entities”) from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Services, and your interaction with The Facet Ecosystem. Also, to the extent applicable, you shall and hereby do 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.”
● Smart Contract and Dumb Contract transactions automatically execute and
settle, and blockchain-based transactions are irreversible when confirmed. You
acknowledge and accept that the cost and speed of transacting with
cryptographic and blockchain-based systems such as Ethereum are variable and
may increase dramatically at any time. You further acknowledge and accept the
risk of selecting to trade in expert modes, which can expose you to potentially
significant price slippage and higher costs.
● The markets for these digital assets are nascent and highly volatile due to risk factors including, but not limited to, adoption, speculation, technology, security, and regulation. 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. So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs.
● If you act as a liquidity provider to the FacetSwap Protocol, you
understand that your digital assets may lose some or all of their value while
they are supplied to the protocol through the interface due to the fluctuation
of prices of tokens in a trading pair or liquidity pool.
● In summary, you acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing or using The Facet Ecosystem. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using The Facet Ecosystem.
Trading
You agree and understand that: (a) all trades you submit through any of our Services are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades and (c) we do not conduct a suitability review of any trades you submit.
Gas Fees
Blockchain transactions require the payment of transaction fees to the appropriate network (“Gas Fees”). You will be solely responsible to pay the Gas Fees and any other applicable fees for any transaction that you initiate via The Facet Ecosystem.
Interactions with Other Users
You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US (AND OUR AFFILIATES AND SUBSIDIARIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
Feedback
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Facet Ecosystem, provided by you to Facet, are non-confidential and Facet will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
Third-Party Services
The Facet Ecosystem may provide access to services, sites, technology, applications and resources that are provided or otherwise made available by third parties (“Third-Party Services”). Your access and use of Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third parties. Facet has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information or content shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. You should review the privacy policies of Third-Party Services prior to using such services. You, and not Facet, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. The integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services — including if a Third-Party Service may have infringed your intellectual property rights — are between you and the third party. Facet 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 the use of or reliance on any Third-Party Services.
Additional Services
We may offer additional services that interact with The Facet Ecosystem, which may require you to agree to additional terms. If, while using an additional service, there is a conflict between these Terms and the additional terms covering that service, the additional terms will prevail unless such additional terms expressly state otherwise.
Indemnification
To the fullest extent permitted by applicable laws, you will indemnify and hold the Facet Entities harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of The Facet Ecosystem, (b) your violation of these Terms, or (c) your negligence or willful misconduct. If you are obligated to indemnify any Facet Entity hereunder, then you agree that Facet (or, at its discretion, the applicable Facet Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Facet wishes to settle, and if so, on what terms, and you agree to fully cooperate with Facet in the defense or settlement of such claim.
Release of Claims
YOU EXPRESSLY AGREE THAT YOU ASSUME ALL RISKS IN CONNECTION WITH YOUR ACCESS AND USE OF ANY OF THE FACET ECOSYSTEM. YOU FURTHER EXPRESSLY WAIVE AND RELEASE US FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM OR IN ANY WAY RELATING TO YOUR USE OF THE FACET ECOSYSTEM.
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.”
Warranty Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FACET ECOSYSTEM IS 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, FACET SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. THE FACET ENTITIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT (I) ACCESS TO THE FACET ECOSYSTEM WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; (II) THE FACET ECOSYSTEM WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, INCLUDING ANY WALLETS; (III) THE FACET ECOSYSTEM WILL BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE; (IV) THE FACET ECOSYSTEM WILL PREVENT ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA; OR (V) THAT THE FACET ECOSYSTEM WILL PROTECT YOUR ASSETS FROM THEFT, HACKING, CYBER ATTACK, OR OTHER FORM OF LOSS OR DEVALUATION CAUSED BY THIRD-PARTY CONDUCT.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE FACET ENTITIES NOR THEIR SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, INTELLECTUAL PROPERTY INFRINGEMENT, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE FACET ECOSYSTEM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE Facet ENTITIES OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE FACET ENTITIES’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE FACET ECOSYSTEM EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE FACET ENTITIES FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS HIGHER.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FACET AND YOU.
IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF YOUR STATE OF RESIDENCE, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
No Investment Advice
WE MAY PROVIDE INFORMATION ABOUT TOKENS IN OUR SERVICES SOURCED FROM THIRD-PARTY DATA PARTNERS THROUGH FEATURES SUCH AS RARITY SCORES, TOKEN EXPLORER OR TOKEN LISTS. WE MAY ALSO PROVIDE WARNING LABELS FOR CERTAIN TOKENS. THE PROVISION OF INFORMATIONAL MATERIALS DOES NOT MAKE TRADES IN THOSE TOKENS SOLICITED; WE ARE NOT ATTEMPTING TO INDUCE YOU TO MAKE ANY PURCHASE AS A RESULT OF INFORMATION PROVIDED. ALL SUCH INFORMATION PROVIDED BY ANY OF OUR SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION THAT A PARTICULAR TOKEN IS A SAFE OR SOUND INVESTMENT. YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION BASED ON ANY INFORMATION CONTAINED IN ANY OF OUR SERVICES. BY PROVIDING TOKEN INFORMATION FOR YOUR CONVENIENCE, WE DO NOT MAKE ANY INVESTMENT RECOMMENDATIONS TO YOU OR OPINE ON THE MERITS OF ANY TRANSACTION OR OPPORTUNITY. YOU ALONE ARE RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE.
Changes to Terms
We reserve the right, in our sole discretion, to change these Terms at any time and your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you are not permitted to access, browse, or use (or continue to access, browse, or use) the Services.
Changes to Services
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to any of the Services; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the Services.
We reserve the right to modify or change the pricing of our Services at any time without prior notice to you. Continued use of the Services after such changes constitutes your consent to the changes.
Refunds
All purchases made on or in connection with the Services are final and non-refundable. By making a purchase, you agree that there are no refunds available once a transaction has been completed.
Notice
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your use of the Services.
Entire Agreement
These Terms and any other documents incorporated by reference comprise the entire understanding and agreement between you and Facet as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), between you and Facet. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
Assignment
We reserve the right to assign our rights without restriction, including without limitation to any Facet affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. In the event that Facet is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under these Terms. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Severability
If any provision of these Terms is determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.
Termination; Survival
We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services, you continue to be bound by these Terms.
Governing Law
You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and any Dispute, except to the extent governed by federal law.
Force Majeure
We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
Non-Waiver of Rights
These Terms shall not be construed to waive rights that cannot be waived under applicable laws, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of these Terms or to exercise any right under these Terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
Relationship of the Parties
Facet is an independent contractor for all purposes. Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between you and Facet, or authorize you to act as agent of Facet.
Dispute Resolution
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [email protected] so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.
Any claim or controversy arising out of or relating to The Facet Ecosystem, these Terms, or any other acts or omissions for which you may contend that we are liable, including, but not limited to, any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in New York, New York, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration you agree to waive any right to a jury trial and any claim may be brought only in the federal and state courts located in Delaware.
Class Action and Jury Trial Waiver
YOU MUST BRING ANY AND ALL DISPUTES AGAINST US IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF IN OR MEMBER OF ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS PROVISION APPLIES TO CLASS ARBITRATION. YOU AND WE BOTH AGREE TO WAIVE THE RIGHT TO DEMAND A TRIAL BY JURY.