PocketPay, LLC. ("PocketPay", the "Company", "we", "us" or "our") is a blockchain development company focused on utilizing decentralized technologies such as the Solana blockchain. PocketPay hosts a top level domain website, https://pocketpay.finance, that provides information regarding PocketPay and its service offerings, as well as sub-domains for PocketPay's product offerings (collectively, the "Site"), which includes text, images, audio, code and other materials and third party information.
PocketPay makes available to certain users certain software services, including PocketPay's self custodian mobile wallets, merchant dashboard and pos.(the "Wallet" or the "App"). The Wallet enables users to (i) store locally on their own devices, tokens, cryptocurrencies and other crypto or blockchain-based digital assets (collectively, "Digital Assets"); (ii) link to decentralized applications, including, without limitation, decentralized exchanges (collectively "Dapp(s)"); (iii) from the App user interface, swap assets on a peer-to-peer basis via third-party Dapps; (iv) view addresses and information that are part of digital asset networks and broadcast transactions; and (v) additional functionality as may be added to the App from time to time (collectively the "Services").
These Terms of Service (these "Terms" or this "Agreement") (i) contain the terms and conditions that govern your access to and use of the Site and Services and (ii) constitute a legally binding agreement between us and you and/or the entity you represent ("you", "your" or "user").
Please read these Terms of Use carefully before using the Site or Services. By using the Site, or clicking a button or checkbox to accept or agree to these Terms where that option is made available or, completing an order form for Services, or, if earlier, using or otherwise accessing the Services (the "Effective Date"), you (1) accept and agree to these Terms and any additional terms, rules and conditions of participation issued by PocketPay from time to time and (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy. If you do not agree to the Terms, then you may not access or use the Services.
You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 16 for definitions of certain capitalized terms used in this Agreement.
In addition, you represent to us that you and your financial institutions, or any party that owns or controls you or your financial institutions, are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority and (2) not located in any country to which the United States has embargoed goods or has otherwise applied any sanctions.
Please read these Terms carefully before using the Site or Services. By using or accessing the Site, Services and/or Content (defined below) in any manner, or clicking a button or checkbox to accept or agree to these Terms where that option is made available you, (i) accept and agree to these Terms and (ii) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy, available at PocketPay from time to time and (2) consent to the collection, use, disclosure and other handling of information as described in our https://pocketpay.finance/privacy.html (the "Privacy Policy"). The Privacy Policy is incorporated herein by this reference in its entirety, and all references herein to the "Terms of Service", the "Terms" or this "Agreement", include a reference to the Privacy Policy.
We may modify the Terms at any time at our sole discretion. If we do so, we'll notify you either by posting the modified Terms on the Site, by providing you a notice through the App, or through other methods of communication which we deem reasonable. It's important that you review the Terms whenever we modify them, because, if you continue to use the Site or Services after we have modified the Terms, you are agreeing to be legally bound, and to abide, by the modified Terms.
If you don't agree to be bound by the modified Terms, then you may not use the Site or Services. Because our Services are evolving over time we may change or discontinue all or any part of the Site or Services, at any time and without notice, in our sole and absolute discretion.
When you use our Site and/or Services, you may also be using the services of one or more third parties. For example, the swapping relies on exchanges operated by third persons, and obtaining the PocketPay Wallet browser extension requires access to the Google Chrome webstore. Your use of those and other third-party services ("Third-Party Services") will be subject to the privacy policies, terms of use and similar policies and terms, and fees of those third party services.
Eligibility to use Services
You may use the Services if you are of the age of majority in your jurisdiction of residence, or older, and are not barred from using the Services under applicable law. By using the Site or Services and agreeing to these Terms, you represent and warrant that:
Information Registration; Suspension/Termination of Services; Security
To use certain of the Services, you may be asked to have or to create an account ("Account"). To the extent you create an account, you agree that you won't disclose your Account credentials to anyone and you'll notify us immediately of any unauthorized use of your Account. You're responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you know about them, and you are solely responsible for your conduct, and the tasks and activities you undertake, on or utilizing the Site or Services. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these Terms. We may suspend or terminate your access to and use of the Site or Services at any time, for any reason, in our sole and absolute discretion, without incurring liability of any kind to you as a result of such suspension or termination.
You acknowledge and understand that, in certain circumstances, such as if you lose or forget your password for your Wallet, you will need to use a recovery phrase to access any cryptocurrency stored in your wallet (the "Recovery Phrase"). You are solely responsible for the retention and security of your Recovery Phrase. Your Recovery Phrase is the only way to restore access to the cryptocurrency stored in your Wallet if you lose access to your Wallet. Anyone who knows your Recovery Phrase can access, transfer or spend your cryptocurrency. If you lose your Recovery Phrase, you may not be able to access, transfer or spend your cryptocurrency. You acknowledge and agree that PocketPay does not store and is not responsible in any way for the security of your Recovery Phrase and you agree to hold PocketPay, its affiliates, representatives, agents and personnel harmless and that no such party shall be liable in any way in the event you lose your Recovery Phrase and cannot access, transfer or spend your cryptocurrency. You bear sole responsibility for any loss of your cryptocurrency due to failure to retain and/or secure your Recovery Phrase.
We welcome feedback, comments, ideas, and suggestions for improvements to the Site and Services ( "Feedback" ). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon or improvements with respect to and otherwise exploit and commercialize the Feedback and any such derivative works and improvements in any manner and for any purpose.
For purposes of these Terms: (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 Site or Services; and (ii) "User Content" means any Content that users or Account holders (including you) upload, submit, store, send, post or otherwise make available on the App or through our Site. Content includes without limitation User Content.
We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.
Subject to the foregoing, PocketPay and its licensors exclusively own all right, title and interest in and to the Site, the Services and Content, including all associated intellectual property rights. You acknowledge that the Site, 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.
You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, distribute, create derivative works of, publicly display, and publicly perform your User Content, subject to the Privacy Policy.
You warrant and represent that you have the right and authority to submit your User Content and that neither your User Content nor any part thereof infringes, misappropriates or otherwise violates the intellectual property rights or any other rights of any person.
You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
The App, Site and Services are proprietary to PocketPay and its licensors and must not be used other than strictly in accordance with these Terms. PocketPay grants to you a limited, non-exclusive, non-transferable, non-sublicensable, fully-revocable right to use the App and Site for the purposes of accessing and using the Services strictly in accordance with these Terms.
You agree not to use the Site or Services in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly authorized, you will not, and will not attempt to
You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
We may charge fees for some or part of the Services we make available to you, including fees charged on token swaps that you execute on third-party exchanges by accessing such exchanges via the Swaps of assets, Fees on certain areas of features and premium features available in future. We reserve the right to change those fees at any time, in our sole and absolute discretion. We will disclose the amount of fees we will charge you for the applicable Service at the time that you access the Service.
The fees chart will be available to view on website when we start charging fees.
You may incur charges from third parties for use of Third-Party Services. For example, you may be charged fees via the Dapps (including, without limitation, decentralized exchanges) that you may access via the App, including via the swapping. Third party fees are not charged by PocketPay and are not paid to PocketPay. Under no circumstances shall PocketPay incur any liability, of any kind, to you arising from or relating to fees charged to you by Third-Party Services linked to or accessed through our Site or Services.
Although we will attempt to provide accurate fee information, any such information reflects our estimate of fees, which may vary from the fees actually paid to use the Services and interact with the Solana blockchain or any other network with which the Services are compatible.
In connection with the swapping of assets, you understand and agree that swap rates and prices are estimates only, and that they may change at any time. Accordingly, the prices or swap rates provided via the Services, including on the Swapping interface, are estimates only and may be inaccurate. PocketPay may not be held liable for, and you hereby forever release PocketPay from, any losses or other liabilities arising from an inaccurate estimate of fees provided in connection with any use of the Services.
As a condition to using the Site and/or Services, you agree not to use the Site or Services in ways that:
By using the Site or Services, apps or software's, you further represent, warrant and covenant that:
You will pay all fees necessary for interacting with the Solana blockchain, or any other network with which the Services are compatible, including "gas" costs, as well as all fees charged by us for your use of the Services.
The Site, Services and App may contain links to Third-Party Services (including, without limitation, Dapps), and may leverage or plug into such Third Party Services to enable certain features, such as the Swapping of assets. When using a Dapp or other Third Party Services, you understand that you are at no time transferring your assets to us. We provide access to Third Party Services only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products or services on or accessible from those Third Party Services (including any related website, resources or links displayed therein). We make no warranties or representations, express or implied, about such linked Third Party Services, the third parties they are owned and operated by, the information contained on them or the suitability of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party website, applications, or resources.
You may be able to link your Wallet to your accounts on third-party platforms, sites and services, to enable access to such accounts from your Wallet. In doing so, you understand and agree that all transactions made when accessing such accounts from your Wallet are subject to these Terms and to the terms of use, privacy policies, and other terms, conditions and policies imposed by the providers of such third-party sites, services and platforms.
We may terminate this Agreement and/or your access to and use of the Site and Services, in our sole discretion, at any time and without notice to you. You may cancel your Account, if you have one, at any time by removing the Wallet web browser extension and ceasing any and all use of the Site, Services and/or Content. Upon any termination, discontinuation or cancellation of this Agreement, the Services or your Account, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use of and/or access to the App, Site, Services and Content in any way whatsoever; and (ii) notwithstanding the foregoing, the following provisions will survive: Feedback, Content and Content Rights, Content Ownership, Responsibility and Removal (except for the subsection "Rights in Content Granted by PocketPay"), Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.
All information provided in connection with your access and use of the Site and Services should not and may not be construed as professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Site or in the Services, or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets and videos. Before you make any financial, legal or other decisions involving the Services or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).
(a) You will defend, indemnify, and hold harmless PocketPay and its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; and (b) a dispute between you and any of your customers or users. You will reimburse us for reasonable attorneys' fees and expenses, associated with claims described in (a) and (b) above.
(b) We will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning our material and intentional breach of this Agreement. We will reimburse you for reasonable attorneys' fees and expenses associated with the claims described in this paragraph.
By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Assets. You further understand that the markets for these Digital Assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Solana are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire, including through a third-party exchange accessed via the Swapping may lose some or all of their value and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the Site or Services.
The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of PocketPay to continue to make its proprietary software, and thus, could impede or limit your ability to continue to use the Services.
THE POCKETPAY PARTIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, THE APP OR THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF POCKETPAY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. POCKEPAY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE APP, SITE OR SERVICES.
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Assets. You further understand that the markets for these Digital Assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire, including through a third-party exchange accessed may lose some or all of their value and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost.
You understand that anyone can impersonate a project or identity, create tokens and claim to represent a project, and acknowledge and accept the risk of being trapped in trading the false tokens. You further acknowledge that PocketPay is not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses you experience while accessing or using the Site or Services.
We make no warranties as to the markets on which digital assets are transferred, purchased, or traded. You are solely responsible for determining what, if any, taxes apply to your digital asset transactions.
The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of PocketPay to continue to make available its proprietary software and, thus, could impede or limit your ability to access or use the Services.
You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets.
You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services or Site. This warning and others PocketPay provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.
Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.
Use of the Services, in particular for trading Digital Assets, may carry financial risk. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss in trading Digital Assets can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing Digital Asset transactions.
PocketPay is just a developer of the services, app, software, and does not operate a Digital assets exchange platform or offer trade execution or clearing services and therefore, has no involvement of control concerning your transaction using the Services. All the transaction between users on PocketPay are executed peer-to-peer between uses and the blockchain network. You are responsible for complying with all the laws that may be applicable or govern your use of the Services.
You hereby assume, and agree that PocketPay will have no
responsibility or liability for, the risks set forth in this
Section. You hereby irrevocably waive, release and discharge all
claims, whether known or unknown to you, against PocketPay, its
affiliates, and their respective shareholders, members, directors,
officers, employees, agents, and representatives, suppliers, and
contractors related to any of the risks set forth in this
Section.
Binding Arbitration and Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
1. Binding Arbitration - Any dispute, claim or controversy ("Claim") relating in any way to this Agreement, the Site, or your use of the Services will be resolved by binding arbitration as provided in this Section(Mandatory Arbitration and Class Action Waiver.), rather than in court, except that you may assert claims in small claims court if your claims qualify.
1.1 If you are located in the United States: This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of New York. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration will be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the "Rules") as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules. The arbitrator's decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator's award; any such suit may be brought only in a Federal District Court or a New York state court located in New York County, New York. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
1.2 If you are located in the United Kingdom: This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Any dispute, claim or controversy relating in any way to this Agreement, the Services, your use of the Services, or to any products or services licensed or distributed by us will be resolved by binding arbitration as provided in this clause. Prior to commencing any formal arbitration proceedings, parties shall first seek settlement of any claim by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause. If the dispute is not settled by mediation within 14 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed to be incorporated by reference into this clause. The language to be used in the mediation and in the arbitration shall be English. The seat or legal place of arbitration shall be London.
1.3 If you are located in any territory that is not specifically enumerated in Section 1.1 or 1.2 of Risk Acknowledgment you may elect for either of Section 1.1 or 1.2 to apply to you, otherwise this agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Ireland. Any dispute, claim or controversy relating in any way to this Agreement, the Services, your use of the Services, or to any products or services licensed or distributed by us will be resolved by binding arbitration as provided in this clause. Prior to commencing any formal arbitration proceedings, parties shall first seek settlement of any claim by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause. If the dispute is not settled by mediation within 14 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed to be incorporated by reference into this clause. The language to be used in the mediation and in the arbitration shall be English. The seat or legal place of arbitration shall be Dublin, Ireland.
2. Class Action Waiver - YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award 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. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
3. 30-Day Right to Opt Out - You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: via email at support@pocketpay.finance with subject line LEGAL OPT OUT. The notice must be sent within 30 days of your first use of the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we will also not be bound by them.
1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
2 Entire Agreement and Modifications. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. Any modification to the terms of this Agreement may only be made in writing.
3 Force Majeure. Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party's reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
4 Export and Sanctions Compliance. In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that may apply. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services. You may not use any Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Service.
5 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party's products or services.
6 Eligibility. If you are under the age of majority in your jurisdiction of residence, you may use the Site or Services only with the consent of or under the supervision of your parent or legal guardian.
NOTICE TO PARENTS AND GUARDIANS: By granting your minor permission to access the Site or Services, you agree to these Terms of Use on behalf of your minor. You are responsible for exercising supervision over your minor's online activities. If you do not agree to these Terms of Use, do not let your minor use the Site or Services.
7 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
8 Notice (a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Site; or (ii) sending a message to the email address then associated with your Account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. (b) To Us. To give us notice under this Agreement, you must contact us by email at support@pocketpay.finance.
9 No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
10 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
11 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
12 Notice and Procedure for Making Claims of Copyright Infringement. If you are a copyright owner or agent of the owner, and you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide us a written notice at the address below with the following information: a). an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; b). a description of the copyrighted work or other intellectual property that you claim has been infringed; c) a description of where the material that you claim is infringing is located on the Services; d) your address, telephone number, and email address; e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; e) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. You can reach us at: support@pocketpay.finance Subject - Copyright Attention - Type
13 PocketPay Wallet App (hereafter referred to as "The Platform" or "We") warns you against the following risks incurred by a third-party DApp:
"Acceptable Use Policy" means the policy set forth below, as it may be updated by us from time to time. You agree not to, and not to allow third parties to, use the Services:
"Account Information" means information about you that you provide to us in connection with the creation or administration of your Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Account.
"Losses" means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees).'
"Our Marks" means any trademarks, service marks, service or trade names, logos, and other designations of PocketPay.Finance and their affiliates or licensors that we may make available to you in connection with this Agreement.
"Policies" means this Agreement, the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to any Service as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time.
"Privacy Policy" means the privacy policy located at PocketPay Privacy Here (and any successor or related locations designated by us), as it may be updated by us from time to time.
"Services" means each of the services, including PocketPay Wallet and any other features, tools, materials, software's or services offered from time to time, including our network infrastructure, by us or our affiliates.
"Suggestions/Feedbacks" means all suggested improvements to the Service Offerings that you provide to us.
"Term" means the term of this Agreement
"Termination Date" means the effective date of termination, in a notice from one party to the other.
"Third-Party Content" means Content made available to you by any third party on the Site or in conjunction with the Services.
"Your Content" means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with Account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include Account Information.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE SERVICES (INCLUDING ANY PRIVATE KEY STORAGE SERVICE OFFERED AS PART OF THE SERVICES, WHETHER CLOUD OR HARDWARE-BASED) AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP, SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POCKETPAY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
POCKETPAY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE OR SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. POCKETPAY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE FUNCTIONALITY OF THE SOLANA NETWORK, OR THAT SOLANA NETWORK WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS THAT MAY DELAY, HINDER OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO OR ON THE SOLANA NETWORK, OR ANY OTHER NETWORK. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE LONGER OF (I) THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE THE APPLICABLE SERVICE AND (II) THE SHORTEST PERIOD ALLOWED UNDER APPLICABLE LAW. SOME STATES / JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
USE OF ANY PRIVATE KEY STORAGE SERVICE INCLUDED AS PART OF THE SERVICES IS OFFERED TO YOU AS A CONVENIENCE, SUBJECT TO THE LIMITATIONS ABOVE. TO BE SAFE, YOU SHOULD ALWAYS BACK UP YOUR PRIVATE ACCESS KEY VIA SECONDARY MEANS.
WALLET IS NON CUSTODIAN AND OUR PAYMENT PROTOCOL PLATFORM COMPLETES THE TRANSACTION ON CHAIN. IT’S YOUR RESPONSIBILITY TO SECURE YOUR KEYS, SEED AND BELONGINGS.
OUR SERVICES RELY ON TECHNOLOGIES, SUCH AS THE SOLANA NETWORK AND THIRD PARTY DAPPS & PROTOCOLS. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. POCKETPAY SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF SOLANA OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON THE SOLANA NETWORK OR ANY OTHER NETWORK, AND POCKETPAY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.