THE Arbitrum Foundation
TERMS OF SERVICE
Date of Last Revision: March 12, 2023
1. Acceptance of These Terms of Service
Please read these Terms of Service and carefully because they govern your use of the website located at arbitrum.foundation (the “Site”) and services accessible via the Site offered by The Arbitrum Foundation (“Arbitrum Foundation,” “we,” “us,” or “our”). To make these Terms easier to read, the Site and our services are collectively called the “Services”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are using the Service on behalf of an entity or other organization, you are agreeing to these Terms of Service for that entity or organization and representing to The Arbitrum Foundation that you have the authority to bind that entity or organization to these Terms of Service (and, in which case, the terms “you” and “your” will refer to that entity or organization). If you do not accept the terms and conditions of these Terms of Service, you will not access, browse or otherwise use the Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THE ARBITRUM FOUNDATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
2. Access and Use of the Service
Legal Compliance: You represent that your access and use of the Service will fully comply with all applicable laws and regulations, and that you will not access or use the Service to conduct, promote, or otherwise facilitate any illegal activity. You will comply with all applicable sanctions laws, regulations and rules, including but not limited to, those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and any other applicable jurisdictions; including the Crimea region of Ukraine, Cuba, Iran, North Korea, or Syria. The Services may also not be used by or for (i) the specific benefit of any individual or entity on the Specially Designated Nationals and Blocked Persons (“SDN”) List maintained by OFAC; (ii) any entity 50% or more owned in the aggregate by any such SDN(s); or (iii) any other use requiring a license or other governmental approval. If the Arbitrum Foundation determines that you have breached your obligation under this section, we shall block your access to the Service and any interests in property as required by law, if continued Service could result in the Arbitrum Foundation being in violation, or subject to negative consequences, under the Sanctions Rules.
3. Who May Use the Services?
You may use the Services only if you are 18 years or older and capable of forming a binding contract with The Arbitrum Foundation, and not otherwise barred from using the Services under applicable law.
4. Conditions of Access and Use
The following are examples of the or uses that are illegal or prohibited by The Arbitrum Foundation. The Arbitrum Foundation reserves the right to investigate and take appropriate legal action against anyone who, in The Arbitrum Foundation’ sole discretion, violates this provision, including reporting the violator to law enforcement authorities. You agree not to do any of the following:
- use, display, mirror or frame the Services or any individual element within the Services, The Arbitrum Foundation’ name, any The Arbitrum Foundation’ trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without The Arbitrum Foundation’ express written consent;
- access, tamper with, or use non-public areas of the Services, The Arbitrum Foundation’ computer systems, or the technical delivery systems of The Arbitrum Foundation’ providers;
- attempt to probe, scan or test the vulnerability of any The Arbitrum Foundation system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by The Arbitrum Foundation or any of The Arbitrum Foundation’ providers or any other third party (including another user) to protect the Services;
- attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by The Arbitrum Foundation or other generally available third-party web browsers;
- use any meta tags or other hidden text or metadata utilizing an The Arbitrum Foundation trademark, logo URL or product name without The Arbitrum Foundation’ express written consent;
- forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- seek to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including the deployment of viruses and denial of service attacks;
- violate any applicable local, state, national, or international law, or any regulations having the force of law, including any laws or regulations concerning the integrity of trading markets (e.g., manipulative tactics commonly known as spoofing and wash trading) or trading of securities or derivatives;
- engage in any activity that seeks to defraud us or any other person or entity, including providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- encourage or enable any other individual to do any of the foregoing.
5. Intellectual Property Rights
- Service Content.
You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. The Arbitrum Foundation retains all rights to Service Content. Furthermore, except as expressly authorized by The Arbitrum Foundation (e.g., to the extent any of the Protocol is made available under an open source license), you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
The The Arbitrum Foundation name and logos are trademarks and service marks of The Arbitrum Foundation (collectively the “The Arbitrum Foundation Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to The Arbitrum Foundation. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of The Arbitrum Foundation Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of The Arbitrum Foundation Trademarks will inure to our exclusive benefit.
- Third-Party Material.
Under no circumstances will The Arbitrum Foundation be liable in any way for any content or materials of any third parties, including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that The Arbitrum Foundation does not pre-screen content, but that The Arbitrum Foundation and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Site. Without limiting the foregoing, The Arbitrum Foundation and its designees will have the right to remove from the Site any content that violates these Terms of Service or is deemed by The Arbitrum Foundation, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
- User Feedback.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to The Arbitrum Foundation are non-confidential and The Arbitrum Foundation 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.
6. Third-Party Services
The Service provides access to services, sites, technology, applications and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party. The Arbitrum Foundation has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not The Arbitrum Foundation, 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 Service are between you and the third party. The Arbitrum Foundation will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
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 or your account, the following Sections will survive: 4, 5, 6, 7, 8, 9, 10, 11, and 12.
8. Indemnification and Release
You will indemnify and hold The Arbitrum Foundation and its officers, directors, employees and agents, 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 Services or (b) your violation of these Terms.
9. Warranty Disclaimers
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE THE ARBITRUM FOUNDATION PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE THE ARBITRUM FOUNDATION PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
BY ACCESSING AND USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS, SUCH AS THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20) AND BRIDGING ACROSS DIFFERENT BLOCKCHAIN SOLUTIONS. YOU FURTHER UNDERSTAND THAT THE MARKETS FOR THESE DIGITAL ASSETS ARE HIGHLY VOLATILE DUE TO VARIOUS FACTORS, INCLUDING ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS SUCH AS THE ARBITRUM BRIDGE AND ETHEREUM ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE WHILE THEY ARE SUPPLIED TO A BLOCKCHAIN PROTOCOL. YOU FURTHER 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 SERVICE. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING BLOCKCHAIN PROTOCOLS.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE ARBITRUM FOUNDATION NOR ITS 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 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 SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE ARBITRUM FOUNDATION 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 ARBITRUM FOUNDATION’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE ARBITRUM FOUNDATION FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE ARBITRUM FOUNDATION, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE ARBITRUM FOUNDATION AND YOU.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
11. Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
- Mandatory Arbitration of Disputes.
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and The Arbitrum Foundation agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and The Arbitrum Foundation are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
As limited exceptions to Section 11(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
- Conducting Arbitration and Arbitration Rules.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- Arbitration Costs.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Injunctive and Declaratory Relief.
Except as provided in Section 11(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- Class Action Waiver.
YOU AND THE ARBITRUM FOUNDATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
With the exception of any of the provisions in Section 11(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and The Arbitrum Foundation governing your access and use of the Service, and supersede any prior agreements between you and The Arbitrum Foundation with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and The Arbitrum Foundation submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York. The failure of The Arbitrum Foundation to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of The Arbitrum Foundation. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of The Arbitrum Foundation, but The Arbitrum Foundation may assign or transfer these Terms of Service, in whole or in part, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. The Arbitrum Foundation will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond The Arbitrum Foundation’ reasonable control.
Please contact us at [email protected] to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.