Last updated: 20 March 2020
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. IF YOU ARE A U.S. PERSON, ALL DISPUTES ARISING UNDER THIS USER AGREEMENT SHALL BE SETTLED IN BINDING ARBITRATION AS SET FORTH IN SECTION 12. ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY AND PARTICIPATION IN A CLASS ACTION LAWSUIT.
By using the Tari Labs Site and entering into this User Agreement, you affirm that you are an individual, at least 13 years of age or older, are not barred from using the Services under applicable law, have the capacity to enter into this User Agreement and agree to be legally bound by the terms and conditions of this User Agreement, including the Privacy as incorporated herein, as amended from time to time. If the Services are being acquired on behalf of the United States Government, then the following provision applies. The Services will be deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms.
1.2.1 We may change the terms of this User Agreement at any time. Any such changes shall take effect when posted on the Tari Labs Site, or when you use the Services. If you have supplied us with an email address, we shall also attempt to notify you by email of changes to this User Agreement. If you disagree with any changes to this User Agreement, contact us.
1.2.2 It is your responsibility to update your contact information, including but not limited to the email address provided to us (if any); failure to do so may result in you not receiving notice of any such changes to the User Agreement.
1.2.3 Read the User Agreement carefully on each occasion you use the Services. Your continued use of the Services shall signify your acceptance to be bound by the current User Agreement. Our failure or delay in enforcing or partially enforcing any provision of this User Agreement shall not be construed as a waiver of any of our rights.
Airdrop Program means the provision of virtual currency by Tari Labs at no cost and on the terms set forth in Section 8.
Tari Labs Site means the webpages and information made available by Tari Labs and any Tari Labs mobile application.
Fork means a change to the underlying protocol of the Tari Network that results in more than one version of Tari, the result of which may be one or more versions that are not supported by Tari Labs.
Services means one or more of the following services offered or provided by Tari Labs via website or local application (mobile, desktop, or otherwise), including the Wallet, the Airdrop Program and Tari Labs Site.
Tari means the cryptocurrency tokens created by the Tari Network.
Tari Network means the decentralized blockchain network currently known as Tari.
Tari Testnet means the staging or test version of the Tari Network made available from time to time.
Testnet Tari means the cryptocurrency tokens created by the Tari Testnet.
Wallet means the wallet software published by Tari Labs, consisting of software that permits you to self-custody virtual currency, organize network addresses, view transaction history and transact in virtual currency as set forth in Section 6.
Your relationship with Tari Labs and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction ( Applicable Law ). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law.
4.1. Limited License
We grant you a limited, nonexclusive, non-transferable license to access and use the Services and the Tari Labs Site solely in accordance with the terms of this Agreement.
You must keep secret all credentials associated with the Services. You are solely responsible for managing and maintaining the security of any information relating to such credentials and agree that Tari Labs shall not be held responsible (and you shall not hold us responsible) for any unauthorized access to the Services or any resulting harm you may suffer.
Your access to one or more Services may be contingent upon satisfaction of our onboarding processes and additional information we may request from time-to-time.
Any and all communications from Tari Labs may be provided to you via electronic mail at the address you may provide when accessing the Services. Tari Labs shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with this User Agreement or your use of Services so long as such notice is provided to such email address. Tari Labs may also communicate with you through other methods, including via telephone call, instant messaging or chat applications either operated by Tari Labs or a third party.
We may terminate your license to access and use the Services at any time and for any reason. You may terminate your access and cease to use the Services at any time and for any reason. Terminating your access to the Services may not result in the deletion of information we hold about you or your activity.
5.1 For purposes of this User Agreement: (i) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) "User Content" means any Content that users of the Services (including you) make available through the Services. Content includes without limitation User Content.
5.2 Content Ownership, Responsibility and Removal
Tari Labs does not claim any ownership rights in any User Content and nothing in the User Agreement will be deemed to restrict any rights that you may have to use and exploit your User Content.
Subject to the foregoing, Tari Labs and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content 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 or Content.
5.3 Rights in User Content Granted by You
You can remove your User Content by specifically deleting it. However, in certain instances, 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.
5.4 Rights in Content Granted by Tari Labs
Subject to your compliance with this User Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.
6.1.1 The Wallet is provided to you exclusively by the Tari Network and/or Tari Testnet. The Wallet is only capable of supporting Tari. Under no circumstances should you attempt to store virtual currencies in your Wallet that the Wallet does not support.
6.1.2 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 Tari via the Tari Network. YOU MUST STORE, OUTSIDE OF THE SERVICES, A BACKUP OF ALL WALLET CREDENTIALS, INCLUDING YOUR EMOJI ID, 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 Tari 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 Tari. We are not responsible for maintaining this data on your behalf.
6.2 Your Wallet
Your Wallet will generally be made available on a non-custodial basis enabling you to self-custody your Tari. Among other things, this means that:
6.2.1 As the owner of Tari in your Wallet, you shall bear all risk of loss of such Tari. Tari Labs shall not have any liability for fluctuations in the fiat currency value of Tari held in your Wallet.
6.2.2 You control the Tari held in your Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Tari by sending it to a different blockchain address controlled by you or a third party. In the event you wish to transfer Tari into the Wallet, you may be prompted to set up a backup phrase in order to do so.
6.3 Risk Disclosures Relating to Your Wallet
6.3.1 In order to be completed, any Tari or Testnet Tari transaction created with the Wallet must be confirmed and recorded in the Tari ledger associated with the Tari Network and/or Tari Testnet. The Tari Network and Tari Testnet are decentralized, peer-to-peer networks supported by independent third parties, which are not owned, controlled or operated by Tari Labs.
6.3.2 Tari Labs has no control over the Tari Network and therefore cannot and does not ensure that any transaction details you submit via our Services will be confirmed on the Tari Network. The transaction details you submit via our Services may not be completed, or may be substantially delayed, by the Tari Network. We do not guarantee that the Wallet can transfer title or right in Tari or make any warranties whatsoever with regard to title.
6.3.3 Once transaction details have been submitted to the Tari Network, we cannot assist you to cancel or otherwise modify your transaction or transaction details. Tari Labs has no control over the Tari Network and does not have the ability to facilitate any cancellation or modification requests.
In the event of a Fork or other network disruption, Tari Labs may not be able to support activity related to your Tari. In the event of a Fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. Tari Labs is not responsible for any loss incurred by you caused in whole or in part, directly or indirectly, by a Fork or other network disruption.
6.5 No Password Recovery
6.5.1 With respect to the Wallet, Tari Labs does not receive or store a backup of your Wallet credentials, including, without limitation, your Emoji Id, passphrases, identifiers, backup phrases, private keys and network addresses or transaction history. We cannot assist you with Wallet credentials retrieval. You are solely responsible for remembering, storing and keeping secret your Wallet credentials. Any Tari you have associated with such Wallet may become inaccessible if you do not know or keep secret your Wallet credentials. Any third party with knowledge of one or more of your credentials (including, without limitation, a backup phrase, wallet identifier or password) can dispose of Tari in your Wallet.
6.5.2 When you create a Wallet, you must: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) protect and keep secret all credentials for the Wallet; (d) protect access to your device and your Wallet; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Wallet; and (f) use the backup functionality provided through the Wallet and safeguard your backup files. You agree to take responsibility for all activities that occur with your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law.
Tari Labs does not currently charge a fee for the Wallet receiving, sending or controlling Tari. However, we reserve the right to do so in the future, and in such case shall display to you any applicable fees prior to you incurring the fee. Network fees (including, without limitation "miner's fees") required to use the Tari Network may apply to a transaction. We may attempt to calculate such a fee for you. Our calculation may not be sufficient, or it may be excessive. You may select a greater or lesser fee. You are solely responsible for selecting and paying any such fee and Tari Labs shall neither advance nor fund such a fee on your behalf, nor be responsible for any excess or insufficient fee calculation.
7.1 By using the Tari Testnet and Testnet Wallet you agree to these terms and acknowledge and agree that the Tari Testnet and platform is in development and that use of the Tari Testnet is entirely at your sole risk. You agree to use the Testnet and Testnet Wallet for testing purposes only and understand that Testnet Wallets may be periodically wiped without warning. You further acknowledge and agree that all information and materials published, distributed or otherwise made available on the Tari Testnet are provided for non-commercial, personal use only.
7.2 No party involved in, or having contributed to the development of, the Tari Testnet including any of their affiliates, directors, employees, contractors, service providers or agents (the Parties Involved) accepts any responsibility or liability to you or any third parties in relation to any materials or information accessed or downloaded via the Tari Testnet. You hereby acknowledge and agree that the Parties Involved are not responsible for any damage to your computer systems, loss of data, or any other loss or damage resulting (directly or indirectly) from use of the Tari Testnet.
7.3 To the fullest extent permitted by law, in no event shall the Parties Involved have any liability whatsoever to any person for any direct or indirect loss, liability, cost, claim, expense or damage of any kind, whether in contract or in tort, including negligence or otherwise, arising out of or related to the use of all or part of the Tari Testnet.
7.4 The Tari TestNet is not yet 100% complete or stable. The network may be restarted, possibly multiple times, causing all Testnet Wallets to be wiped.
8.1 Your use of the Tari Testnet involves the use of Testnet Tari.
Upon your successful creation of a Tari Wallet, you may be allocated an initial amount of Testnet Tari. We may allocate additional Testnet Tari to you at our sole discretion upon your request. We may at any time vary the amount of Testnet Tari to be allocated to you.
8.3 Limited License.
You do not own any Testnet Tari that you may be allocated or that you may otherwise receive. Instead, you receive a limited license to use such Testnet Tari on the Tari Testnet. Tari Labs may terminate your license to use Testnet Tari at any time and for any reason in its sole discretion without notice, refund, or compensation. Tari Labs is not responsible for replacing Testnet Tari or providing you with any credit or refund in the event that your ability to use Testnet Tari is terminated, lost or damaged, or for any other reason. You agree that Tari Labs will have no liability to you based on its exercise of its rights with respect to Testnet Tari.
Testnet Tari may only be used for Tari Testnet system resources. Any Testnet Tari allocated to you must only be used by you and not by any third party. All Testnet Tari can be used solely for the TariTestnet within the Tari Testnet environment and you shall not use any Testnet Tari or the Tari Testnet in any manner that increases your allocation or consumption of Testnet Tari or Tari Testnet resources to the detriment of other users.
8.5 Temporary in Nature.
All Testnet Tari are temporary in nature and can only be used for a limited period of time that is stipulated by us. We also reserve the right to void any Testnet Tari allocated to any user any time as we wish.
Testnet Tari has no monetary value and cannot be exchanged for cash, cash equivalent, or other tokens or cryptocurrencies. You shall not attach any value to any Testnet Token and you are prohibited from using any Testnet Tari for any purposes other than to access and use Testnet. Without limitation, you must not, and must not permit any person to, trade Testnet Tari with any third party for any purpose, make Testnet Tari available for trade on any cryptocurrency exchange, offer Testnet Tari for rent, lease, sale, or trade in any manner, or attempt to do any of the foregoing. The amount of Testnet Tari received is subject to our sole discretion at all times. Testnet Tari has no monetary value and may not be sold under any circumstances. Neither use of the Tari Testnet nor receipt of any Tari thereon gives any user any right to receive Tari or anything else in the future (on the Tari Mainnet or otherwise). Your balance of Tari on the Tari Testnet will not transfer to the Tari Mainnet.
We may from time to time add, modify, or remove any feature, functionality, or usability of any Testnet Token.
We may offer you the opportunity to receive Tari or Testnet Tari at no cost ( Airdrop ), subject to the terms described in this section. The Airdrop Program is provided to you exclusively by Tari Labs. The Tari is delivered by us to you, but is manufactured, offered and supported by the Tari Network and/or Tari Testnet creator or developer, if any, and not by Tari Labs.
9.2 Terms of Airdrop Program
9.2.1 No Purchase Necessary
There is no purchase necessary to receive Tari or Testnet Tari in an Airdrop. However, you must have a Wallet. Although Tari Labs does not charge a fee for participation in the Airdrop Program, we reserve the right to do so in the future and shall provide prior notice to you in such case.
Each Airdrop shall be subject to any terms displayed in the Services.
9.2.3 Limited Supply
An offer to receive Tari and/or Testnet Tari in an Airdrop is only available to you while supplies last. Once the amount of Tari and/or Testnet Tari offered by Tari Labs in an Airdrop is exhausted, any party who has either been placed on a waitlist, or has completed certain additional steps, but not yet received notice of award of Tari and/or Testnet Tari in such Airdrop, shall no longer be eligible to receive Tari and/or Testnet Tari in that Airdrop. Tari Labs reserves the right, in our sole discretion, to modify or suspend any Airdrop requirements at any time without notice, including the amount previously advertised as available.
You may not be eligible to receive Tari and/or Testnet Tari from an Airdrop in your jurisdiction. In the event that you have multiple Wallets with Tari Labs, you are only eligible to receive Tari and/or Testnet Tari from an Airdrop in one Wallet and for one user.
9.2.4 Notice of Award
In the event you are selected to receive Tari and/or Testnet Tari in an Airdrop, we shall provide you with written notice of the pending delivery of such Tari and/or Testnet Tari. Eligibility may be limited as to time. We are not liable to you for failure to receive any notice associated with the Airdrop Program due to change in your contact information that was not updated by you prior to such time as the notice was delivered by us to you.
9.3 Risk Disclosures Relating to Airdrop Program
You are solely responsible for researching and understanding the Tari Network and/or Tari Testnet subject to the Airdrop. You may not rely on any of our statements concerning the foregoing.
Your use of the Services requires you to bear risks for which we cannot be held responsible. We list some, but not all of these risks below:
a) Hardware, software or connections required to interact with the Tari Network and/or Tari Testnet might fail, succumb to malware, unauthorized access or malicious attacks. Third parties may obtain unauthorized access to the Services, including, but not limited to your public and private keys. Tari Labs shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
b) Forks, unknown vulnerabilities in or unanticipated changes to the network protocol may cause losses to you or others. Tari Labs has no control over the Tari Network and/or Tari Testnet and shall not be responsible for any harm occurring as a result of the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions.
c) The risk of loss of value in using Services involving Tari and/or Testnet Tari may be substantial and losses may occur over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable.
d) Tari and Testnet Tari are not legal tender and are not backed by any sovereign government. In addition, the legislative and regulatory landscape around virtual currencies such asTari and Testnet Tari is constantly changing and may affect your ability to use or transfer Tari and/or Testnet Tari.
e) Tari and Testnet Tari transactions may not be reversible. Once you send Tari and/or Testnet Tari to an address, you may lose access to your Tari and/or Testnet Tari temporarily or indefinitely. For example, an address may have been entered incorrectly, or an address may belong to an entity that will not return your Tari and/or Testnet Tari. Tari and/or Testnet Tari mistakenly sent to an address we control may not be recoverable.
11.1 Intellectual Property
11.1.1 Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with the Tari Labs Site or the Services, are the property of Tari Labs or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Tari Labs Site or the Services.
11.1.2 You accept and acknowledge that the material and content contained in or delivered by the Tari Labs Site or the Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Tari Labs Site or the Services as set forth in this Agreement.
11.1.3 You further acknowledge that any other use of content from the Tari Labs Site or the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via the Tari Labs Site or the Services on any copy you make of the material but failing to do so shall not prejudice Tari Labs's intellectual property rights therein.
11.1.4 You may not sell or modify materials derived or created from the Tari Labs Site or the Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of such materials on any other website or on a file- sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from the Tari Labs Site or the Services without our express, written permission.
11.1.5 Any rights not expressly granted herein to use the materials contained on or through the Tari Labs Site or the Services are reserved by Tari Labs in full.
11.2 Accuracy of Information
11.2.1 We endeavor to verify the accuracy of any information displayed, supplied, passing through or originating from the Services, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility.
11.2.2 We make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Services, information and functions made accessible through the Services, any hyperlinks to third party websites, or the security associated with the transmission of information through the Services, or any website linked to the Services.
11.3 Third Party Services and Content
11.3.1 In using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties ( Third Party Content ). We do not control, endorse or adopt any Third Party Content and have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party.
11.3.2 We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
11.4 Cooperation with Law Enforcement
Tari Labs may, from time-to-time, respond to requests from third parties, courts, law enforcement, regulators and policymakers by producing certain information about or relating to your use of the Services.
Depending on the Services used by you, Tari Labs reserves the right, in our sole discretion, to create and maintain certain records of your activity and communications relating to your use of the Services.
12.1.1 Tari Labs strives to improve its Services to address feedback. If you have ideas or suggestions regarding improvements or additions to the Services, we would like to hear them; however, any submission shall be subject to this User Agreement.
12.1.2 Under no circumstances shall disclosure of any idea or feedback, or any related material to Tari Labs be subject to any obligation of confidentiality or expectation of compensation.
12.1.3 By submitting an idea or feedback or any related material that would be subject to intellectual property rights (the Work ) to Tari Labs, you grant to Tari Labs, with respect to the Work submitted, a non-exclusive, perpetual, global, royalty-free license to use all of the content of such ideas and feedback, for any purpose whatsoever.
12.1.4 By submitting Work, you are waiving any moral rights to the fullest extent permitted under law that you may have in the Work and are representing and warranting to Tari Labs that the Work originated with you, no one else has any rights in the Work, and that Tari Labs is free of any royalty to implement the Work and to use the related material if so desired, as provided or modified by Tari Labs, without obtaining permission or license from any third party.
12.1.5 Tari Labs may sub-license in any way all Work and material you have submitted to Tari Labs.
12.2 Technical Support
We shall use commercially-reasonable efforts to supply email-based technical support services, but cannot guarantee immediate responses, especially during times of high volume.
13.1 No Violation of Law
You represent and warrant to us that you: (a) are not located in, under the control of, or a resident of any Restricted Location or any country to which the United States has embargoed goods and services; (b) are not identified as a "Specially Designated National" by the United States Treasury Department; and (c) shall not use the Services if you are prohibited by any applicable law, regulation, or rule from doing so.
13.2 Acceptable Use of Tari Labs Services
When accessing or using the Services, you agree that you are solely responsible for your conduct while accessing and using our Services. Without limiting the generality of the foregoing, you agree that you shall not use the Services in ways that:
(a) Violate, misappropriate, or infringe the rights of Tari Labs, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;
(b) Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including promoting violent crimes;
(c) Would pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money laundering, or terrorist activities;
(d) Involve publishing falsehoods, misrepresentations, or misleading statements, including impersonating someone;
(e) Breach any duty toward or rights of any person or entity, including rights of publicity, privacy, or trademark;
(f) Involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like;
(g) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party (including another user) to protect the Services or Content;
(h) Use or attempt to use another person's Wallet, or credentials without authorization;
(i) Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
(j) Could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner, including, without limitation, sending any virus, Trojan or worms, overloading, flooding, spamming, or mail-bombing the Services;
(k) Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
(l) Develop any third-party applications that interact with our Services without our prior written consent;
(m) Violate any applicable law or regulation; or
(n) Encourage, induce or enable any other individual to engage in any of the activities prohibited under this Section.
13.3 Although we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. 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.
13.4 You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not use or download the Services if (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List or Entity List; or (2) you intend to supply any Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List or Entity List.
13.5 Disclaimer of Warranties
TARI LABS DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND ANY SERVICES PROVIDED BY TARI LABS ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE THAT TARI LABS MAKES NO WARRANTIES UNDER THIS AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND THAT TARI LABS'S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. IN ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF TARI LABS OR ITS AFFILIATES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
13.6 Limitation of Liability
IN NO EVENT SHALL TARI LABS, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR: (A) ANY AMOUNT GREATER THAN THE VALUE OF THE TARI ACTUALLY DELIVERED TO US BY YOU OR BY YOU TO US IN CONNECTION WITH A TARI TRANSACTION COMPLETED ON ITS DISPLAYED TERMS OVER THE LAST SIX MONTHS, VALUED IN UNITED STATES DOLLARS AT THE TIME OF THE TRANSACTION; OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF TARI LABS HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
UNDER NO CIRCUMSTANCES SHALL WE BE REQUIRED TO DELIVER TO YOU ANY TARI AS DAMAGES, MAKE SPECIFIC PERFORMANCE OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF TARI, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE TARI DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.
WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY (A) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR THE TARI NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (B) THE CHANGE IN VALUE OF ANY CRYPTOCURRENCY; (C) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (D) FORCE MAJEURE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
You agree to indemnify and hold harmless Tari Labs, its affiliates, subsidiaries, directors, managers, members, officers, and employees from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to your or any other person's use of your credentials or Wallet in connection with: (a) use of the Tari Labs Site or Services; (b) breach of this User Agreement or any other policy;
(c) feedback or submissions you provide; (d) false, incomplete, or misleading information relied upon by us to verify your identity and source of funds, where applicable; or (e) violation of any rights of any other person or entity; provided however, that you shall not indemnify Tari Labs for claims or losses arising out of Tari Labs's gross negligence or willful misconduct. This indemnity shall apply to your successors and assigns and shall survive any termination or cancellation of this User Agreement.
13.8 Any and all of our indemnities, warranties, and limitations of liability (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth herein. Nothing in this User Agreement excludes or limits liability which may not be limited or excluded under applicable law.
14.1 Force Majeure
If by reason in whole or in part of any Force Majeure Event, either you or Tari Labs is delayed or prevented from complying with this User Agreement, then such delay or non-compliance shall not be deemed to be a breach of this User Agreement and no loss or damage shall be claimed by you or Tari Labs by reason thereof. "Force Majeure Event" means any event beyond the party's reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, failure in bank performance, or equipment or software malfunction including network splits or "forks" or unexpected changes in a computer network upon which the Services rely.
It is your responsibility to determine what, if any, taxes apply due to your use of Tari Labs Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. Tari Labs is not responsible for determining whether taxes apply to your Tari transactions or for collecting, reporting, withholding or remitting any taxes arising from any virtual currency transactions.
14.3 Severability, Reformation
In the event that any provision of this User Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this User Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this User Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
This User Agreement shall be binding on your successors, heirs, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations under this User Agreement without prior written consent of Tari Labs, which may be withheld in Tari Labs's sole discretion. We may assign rights or delegate duties under this User Agreement in our sole discretion.
14.5 Relationship of the Parties
Nothing in this User Agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and Tari Labs are independent contractors for purposes of this User Agreement.
14.6 Entire Agreement
This User Agreement constitutes the entire agreement among the Parties with respect to the subject matter described herein and shall supersede all prior agreements and understandings, written or oral, among the Parties. Subsequent discussions or negotiations between you and Tari Labs or Tari Labs personnel shall only amend or become part of this User Agreement by way of a written amendment specifically referencing the last updated date and name of this User Agreement.
14.7 Contact Information
For any purpose other than technical support requests, you may contact us by certified mail or courier:
Tari Labs, LLC
2201 Broadway, Suite 100
Oakland, California 94612
For technical support requests only, you may submit a request via email to firstname.lastname@example.org.
If you live in the United States (or, if you are a business, have your principal place of business in the United States), any dispute arising between you and us under this User Agreement or our relationship (whether arising out of contract, tort, statute or any other manner) shall be settled in binding arbitration, in accordance with the Federal Arbitration Act under the American Arbitration Association's rules; provided, however, nothing in this Agreement will waive, preclude or otherwise limit your right to (i) bring an individual action in a US small claims court or (ii) file a representative action solely to obtain a public injunction.
The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish of your billing address, or another mutually agreeable location, in the English language. The arbitrator shall apply the law of the state of California, without regard to its conflict of laws principles. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitration decision may be enforced in any court.
You agree that the arbitrator shall have the authority to order relief, and you agree to abide by all decisions and awards rendered in such a proceeding, which shall be final and conclusive. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to reasonable costs and attorneys' fees. If the arbitrator(s) or administrator imposes filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. If a court decides that any provision of this section concerning Arbitration is invalid or unenforceable, that provision shall be severed and resolved in accordance with California law exclusively and the other parts of this section concerning Arbitration shall still apply. In no case shall the remainder of this User Agreement be affected. If the invalidity or unenforceability of a provision causes a dispute to proceed in a court instead of arbitration, the Parties agree that such court must be located in Oakland, California, applying California law.
15.3 No Trial by Jury
By entering into this User Agreement, you expressly waive your right to a trial by jury and right to participate in a class action lawsuit.
If you live outside of the United States (or, if you are a business, have your principal place of business outside of the United States), any dispute arising between you and us under this User Agreement or our relationship (whether arising out of contract, tort, statute or any other manner), the courts located in Oakland, California shall have exclusive jurisdiction of such dispute, and will hear the dispute under California law.