Last updated: 11 February 2022
1.3 You must be able to form a legally binding contract online either as an individual or on behalf of a legal entity. You represent that, if you are agreeing to these Terms on behalf of a legal entity, you have the legal authority to bind the company or other legal entity to these Terms and you are at least 18 years old or the age of majority where you reside, whichever is older, can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.
- THE SITE
2.1 The site provides access to a decentralized application (the “Application”) which utilizes the Weave Protocol to enable users (each a “Copy User”) to autonomously copy a strategy operated by another user (each a “Pro User”) through the staking of their crypto assets or lending their crypto assets to provide liquidity to liquidity pools with the objective of generating returns or rewards in the form of additional crypto assets (a “Strategy”). The Application also enables a Pro User to make available their Strategy for Copy Users to elect to copy.
2.2 The use of the Weave Protocol by Pro Users and Copy Users will result in each user being charged certain fees. The accrual and collection of fees will be governed by and subject to a fee contract which is governed by the Weave Token which is the governance token of the Weave Protocol. Full details of our fees are available in our White paper. By accepting these Terms, you expressly consent to the fees outlined in the Fee Schedule as may be amended from time to time. Using the Weave Protocol may require that you pay additional fees such as gas charges on the applicable blockchain network to perform a transaction and we have no control over such fees.
2.3 You acknowledge and agree that we have no control over any transactions which you initiate using the Weave Protocol or the method of payment of any transactions, or any actual payments of transactions. Accordingly, you must ensure that you have a sufficient balance of the applicable crypto asset tokens stored at your Weave Protocol-compatible wallet address (“Compatible Wallet”) to complete any transaction on the Weave Protocol or any other applicable network before initiating such transaction.
- COPY USERS
3.1 The Site provides users with access to Strategies which they may elect to copy. Users may access an overview of a Strategy which may include an algorithmically created assessment of the Strategy based on a range of parameters. Users may also rate different Strategies. Any information provided through the Site in relation to any Strategy is for general informational purposes only, is not advise as to the merits of a Strategy and does not take account the specific circumstances of any User. Users should be aware that we are not responsible for the ratings other Users give to any Strategy or any description of a Strategy provided by a Pro User. You acknowledge and agree that you are solely responsible for determining the nature and suitability of a Strategy in light of your own circumstances and financial resources.
3.2 To copy a Strategy, users will require a Compatible Wallet which must be connected to the Application. Once you select a Strategy to copy, the relevant assets in your Compatible Wallet will be linked to a vault which acts as a smart contract and will allow you to automatically copy your selected Strategy from your Compatible Wallet.
- PRO USERS
4.1 The Site provides users with the option to create their own Strategy. Pro Users who create their own Strategy may elect to allow Copy Users to copy that Strategy. Pro Users acknowledge that the Site may provide users with access to information on their Strategy for general informational purposes including through an algorithmically created assessment of the Strategy and that other users may rate their Strategy. Pro Users acknowledge that we are not responsible or liable for the content of such information. Pro Users are responsible for their Strategy and any information they make available in relation to it.
4.2 To create a Strategy, Pro Users will require a Compatible Wallet which must be connected to the Application. Pro Users who share their Strategy will be eligible to receive a share of the fees generated from Copy Users copying their Strategy as outlined in the White Paper. We retain the right to amend the eligibility criteria and terms of Pro User fee sharing arrangements in our sole discretion from time to time.
4.3 Pro Users are expressly prohibited from using the Site to create a Strategy which includes a security token of any kind and acknowledges that doing so may constitute a breach by them of applicable securities laws.
- WEAVE TOKEN
5.1 The Weave Token is the native governance token of the Weave Protocol. Users may receive Weave Tokens as rewards. The distribution of Weave tokens as rewards is based on the amount of the assets from a user’s wallet which they have linked to a vault as a percentage of all users assets which are linked to all vaults subject to any minimum participation requirement imposed by us from time to time. We reserve the right to vary or discontinue the parameters for and/or distribution of Weave Tokens in our sole and absolute discretion.
5.2 The Weave Token may be staked by users either through the Weave Single Staking Vault (the “Single Staking Vault”) or the Weave Liquidity Provider Vault (the “LP Vault”). To participate through the Single Staking Vault, users must link their Compatible Wallet to the Single Staking Vault and specify the number of Weave Tokens to be linked to that vault. During the period you stake your Weave Tokens, you remain the lawful and beneficial owner of them, however, you will not be able to withdraw, trade or perform any transactions with them for as long as you continue to stake them.
5.3 The Weave Token may also be staked by users through the LP Vault. Weave Tokens linked to the LP Vault must be paired with an equal number in value of Binance USD (“BUSD”) or such other token as may be specified by us from time to time (the “Paired Tokens”). To participate through the LP Vault, users must link their Compatible Wallet to the LP Vault and specify the number of Weave Tokens and corresponding Paired Tokens to be linked to that vault. During the period your Weave Tokens and corresponding Paired Tokens remain linked to the LP Vault from your Compatible Wallet, you will not be able to withdraw, trade or perform any transactions with them.
5.3 The purchase and sale of Weave Tokens in addition to use of the auto-compound and other features of the Application are subject to certain fees which can be found in our White Paper or which are otherwise notified to you and may be amended from time to time in our sole discretion.
- INFORMATION ON SITE
6.1 The content and materials available on or through the Site including details on any Strategy (the “Information”) are for informational purposes only, should not be relied upon by you for the purpose of making any investment or other decisions and are not intended to address individual requirements or risk appetites. In particular, the Information does not constitute any form of advice or recommendation by us and should not be regarded as financial, investment or other advice or a recommendation or endorsement by us. The Information does not constitute an offer, solicitation, invitation or recommendation to buy or sell investments, securities or any other financial services to anyone in any jurisdiction. You should check the suitability, adequacy and appropriateness of the Application and it is your sole decision whether to obtain or refrain from obtaining or using it. If you are in any doubt as to the suitability, adequacy or appropriateness of the Application or any Strategy, you should seek independent professional advice before making any decision to use the Application or any Strategy.
6.2 The Information is provided for personal use and information purposes only. The Information does not take account of the investment objectives, financial situation and particular needs of any individual user and is not general advice to any class of persons. Therefore, you should not rely on the Information and should obtain relevant and specific professional advice in making any decision to use the Application in any way. In particular, nothing on this Site constitutes or should be construed to constitute
(i) an offer, advice, invitation or solicitation from us to buy or sell any investments or securities, futures, options or other financial instruments;
(ii) an invitation or inducement to engage in investment activity or a financial promotion of any kind; or
(iii) investment advice or recommendation.
- REVISIONS TO THIS AGREEMENT
7.1 From time to time, we may revise this Agreement, including the level of any fees, fee participation or other rewards referred to herein, on the Site, through the Application or in the White Paper and we reserve the right to do so, in our sole and absolute discretion, and you agree that, to the fullest extent permitted by applicable law, we have this unilateral right. Your continued use of the Site shall be deemed acceptance of the then prevailing Terms. You agree that all modifications or changes to these Terms shall take effect and be enforceable immediately upon posting and any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and explicitly states that the prior version (or portions thereof) will remain in effect. If you do not wish to be bound by the revised Terms, you must discontinue accessing the Site or use of the Application.
- JURISDICTIONAL RESTRICTIONS
8.1 The laws and regulations of the country from which you access the Site or the Application may include restrictions on the distribution of the Information, the use of the Application or any of its functions or the holding, transfer, sale or purchase of tokens (including the Weave Token). None of the Site, the Application or the Weave Token are directed at or intended for distribution to or use by any person or entity in any jurisdiction where (by reason of that jurisdiction’s applicable securities or other laws, person’s nationality, residence or otherwise) such distribution, publication, availability or use of the Site, the Application, the Weave Token or any Information would be contrary to applicable law or regulation or would subject us to any registration or licensing requirement within such jurisdiction. If you are such a person or entity, you are not authorised to access the Site, use the application or receive or hold the Weave Token. It is your responsibility to ensure that your use of the Site, the Application and the Weave Token complies with any restrictions or any applicable local laws. Persons or entities in respect of whom such restrictions apply must not access the Site, utilise the Application or access the Weave Token in where to do so would be contrary to applicable law..
8.2 If you are uncertain about your position under the laws of the country in which you are viewing the Site, then you should seek clarification by obtaining legal advice from a lawyer practicing in the country of your residence or in the country in which you are viewing the Site before accessing it.
- ACCURACY OF INFORMATION
9.1 Whilst the Information, including information relating to any Strategy, is made available in good faith, it may not be complete or accurate. This Site and the Information is provided on an “as is” basis and we may not, and have no obligation to, update the Information or correct any inaccuracy which subsequently becomes apparent. The Information and/or opinions and estimates comprised in the Information may be changed or be withdrawn without notice and may become outdated. You, therefore, should verify any information or other material obtained through the Site before you use it. If you use the Information, you do so at your own risk.
10 ACCESS AND RESTRICTIONS ON USE
10.1 Access to the Site and the Application is provided “as is” and “as available” basis only. We do not guarantee that the Site, the Application or any content on it, will always be available or uninterrupted. From time to time, access may be interrupted, suspended or restricted, including because of a fault, error or unforeseen circumstances or because we are carrying out planned maintenance.
10.2 We reserve the right to limit the availability of the Site and the Application to any person, geographic area or jurisdiction we so desire and/or to terminate your access to and use of the Site and the Application, at any time and in our sole discretion with or without cause.
10.3 Pro Users are expressly prohibited from using the Site for any Strategy which includes any form of security token. Pro Users undertake to ensure compliance with this provision and acknowledge that a failure do so may result in a breach of applicable securities laws for which they are solely liable.
10.4 We may suspend or disable your access to the Site and the Application if we consider it reasonable to do so.
10.5 We may remove or amend the content of the Site and the Application at any time. However, some of the content may be out of date at any given time and we are under no obligation to update it. We do not guarantee that the Site, or any content on it, will be free from errors or omissions.
10.6 As a condition to accessing or using the Site or the Application (which includes any associated elements including the Weave Token and smart contracts) (except as expressly authorized by us), you agree that you will not (a) duplicate or reproduce any part of the Site or the Application or its content; (b) create any derivative works based on or using the Site or the Application or its content, and you agree and stipulate that any and all derivative works are NOT “fair use”; (c) use the Site or the Application or its content for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are NOT “fair use”; (d) use any content to develop, create, register, list, trade, clear, or settle any investment product or financial product of any kind; (e) knowingly or recklessly use and/or take advantage of a technical or technological error, loophole or glitch in the Site, the Application or any services; (f) re-distribute any content of the Site or the Application, and you hereby agree and stipulate that any and all such uses is NOT “fair use”; (g) remove any copyright or other proprietary notices from the Site or the Application or, falsify or delete any author attributions, legal or other proper notices or labels of the origin or source material that is uploaded or otherwise provided by you; (h) frame or utilize any framing techniques in connection with the Site or the Application or content; (i) translate, reverse-engineer, decompile or disassemble the Site or the Application or the content; (j) use any meta-tags, pay-per-click advertising, or any other “hidden text” using our name or marks, and you hereby stipulate that any such use is an infringement upon our trademark rights, and you agree to indemnify us for any loss and damage that will be suffered by us as a result of such infringement, plus you agree to pay any and all fees incurred in the recovery of this amount, including legal fees and all associated costs; (k) “Deep-link” or hard-link to any part of the Site or the Application, or avoid accepting acknowledgement of these Terms; (l) use any data mining, bots, scrapers or similar data gathering and extraction tools through the Site or the Application; (m) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the content of the Site or the Application; (n) use any content on the Site or the Application in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party; (o) upload or attempt to upload files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of the Site; (p) upload, post, email or otherwise transmit to us any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (q) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (r) restrict or inhibit any other person from using and enjoying the Site or the Application; (s) harvest or otherwise collect information about other users of the Site or the Application, including email addresses or other personally-identifiable information; (t) violate any applicable laws, regulations or these Terms; (u) upload, post, email or otherwise transmit any material that is illegal, immoral, obscene or defamatory of any person; (v) use any automatic device or manual process to monitor or reproduce the Site or the Application or the content, and not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site or the Application; (x) do anything that may adversely affect proper operation of the Site or the Application and the reputation and goodwill of us;(y) Violate any applicable law, including, without limitation, any relevant and applicable anti-money laundering, anti-terrorist financing or securities laws and any relevant and applicable privacy and data collection laws, in each case as may be amended; (z) use the Site or the Application for any purpose that is unlawful or (y) attempt to do any of the acts described in this section or assist or permit any person in engaging in any of the acts described in this section.
10.7 As a condition to accessing or using the Site or the Application you (a) will only use the Site or the Application (which includes any associated elements including the Weave Token) for lawful purposes and in accordance with these Terms; (b) will ensure that all information that you provide on the Site is current, complete, and accurate; and (c) will maintain the security and confidentiality of access to your Compatible Wallet.
10.8 You acknowledge that the Site and the Application (which includes any associated elements including the Weave Token and smart contracts) and your use of the Site and the Application contain certain risks, including without limitation, those set out below:
(a) To use the Site and the Application, users will be required to have crypto assets. Crypto assets are generally not legal tender and are not backed by a central bank, government or legal entity. Additionally, they are not deposits and do not benefit from any form of deposit protection scheme. Consequently, absent private insurance by a holder, in the event of loss or loss of utility value holders may lose their entire value. In certain jurisdictions crypto assets are unregulated products. This means that, when you invest in crypto assets in these jurisdictions, losses incurred due to crypto asset trading will not be eligible for government compensation which might be applicable to regulated investment products.
(b) Use of the Application and the Weave Token relies on distributed ledger or “blockchain” technology and smart contract coding. Blockchain is an emerging technology that offers new capabilities which are not fully proven in use. As with other new software products, the computer code underpinning the blockchains and smart contracts may contain errors, or function in unexpected ways. Insufficient testing of smart contract code, as well as the use of external code libraries, may cause the software to break or function incorrectly. Any error or unexpected functionality may result in a reduced level of utility which may cause inter alia a reduction in liquidity with respect to any crypto asset and a decline in value of the assets. An error or bug in the code of a smart contract may fundamentally alter its functionality and may result in total loss of assets.
(c) The Application utilizes open source technology. Because of the nature of open-source software, it may be easier for third parties to introduce weaknesses or bugs into the core infrastructure elements of the blockchain network. This could result in the corruption of the open-source code which may result in the loss or theft of blockchain assets.
(d) a failure by users to properly secure login information associated with their compatible Wallet or the Application may result in any third party gaining access and may result in a misappropriation of a users’ assets.
(e) The development of blockchain networks is a new and rapidly evolving industry that is subject to a high degree of uncertainty. Factors affecting the further development of the blockchain industry include: continued worldwide growth in the adoption and use of blockchain networks and crypto assets; the maintenance and development of the open-source software protocol of blockchain networks; changes in consumer demographics and public tastes and preferences; the popularity or acceptance of blockchain networks; the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; government and quasi-government regulation of blockchain networks and crypto assets, including any restrictions on access, operation and use of blockchain networks and crypto assets; and the general economic environment and conditions relating to blockchain networks and crypto assets. A negative trend in any of the above factors could have a material adverse impact on any crypto assets held by users and the continued availability of the Application.
(f) Regulatory regimes governing crypto assets and crypto asset providers are currently undeveloped and likely to evolve rapidly. Many regulators around the world have issued regulatory guidance on the treatment and legal status of crypto assets. In addition, various legislative and regulatory bodies in a wide range of jurisdictions, including the European Union and the United States, have indicated their intention to adopt legislation to regulate the sale and use of blockchain assets. Such legislation may vary significantly among jurisdictions, which may subject participants in the blockchain trading marketplace to different and perhaps contradictory requirements. Regulatory changes may have a material and negative impact on the value, liquidity and transferability of crypto assets and the ability to make available technology such as the Application.
(g) Due to the new and evolving nature of digital and blockchain assets, the treatment of crypto assets for taxation purposes may be uncertain and may vary between jurisdictions. Prior to using the Application, you should seek your own tax advice in connection with the consequences of holding crypto assets and determine and assess any potential adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
(h) Users participating in the LP Vault are subject to the enhanced risk of impermanent loss. Impermanent loss occurs when the value of tokens held in an algorithmically balanced liquidity pool lose value relative to assets in the open market due to price volatility The LP Vault is a liquidity pool allowing users to provide liquidity to an automated market maker protocol designed to provide market liquidity. The operation of the protocol requires that the Weave Tokens and corresponding Paired Token linked to the LP Vault remain at equal value. Where the ratio of the Weave Tokens and corresponding Paired Tokens diverge as a result of a change in value, the pool will automatically be rebalanced. The risk of impermanent loss is likely to increase where there is significant volatility in the market price of the Weave Token.
10.9 Accordingly, you expressly agree that you assume all risk in connection with your access and use of the Site, the Application and the smart contracts and that you expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Site, the Application or the Smart Contracts
- DISCLAIMER OF WARRANTY
11.1 Express Disclaimers
By accessing the Site or using the Application (which includes any associated elements including the Weave Token) you expressly acknowledge and agree that:
(a) Such use of the Site or the Application and Information is at your own and sole risk;
(b) Any material and/or data downloaded or otherwise obtained through the use of the Site or the Application and any content is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data;
(c) The Site and all content contained therein are, to the fullest extent permitted by applicable law, provided “as is” without warranty of any kind, either express or implied;
(d) We make no representations or warranties that the Site, the Application, the Smart Contracts and any content will be uninterrupted, timely, secure, or error-free; nor do we make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, the Application or the Smart Contracts;
(e) We make no warranty, express or implied, regarding the merits or otherwise of any Strategy, product or service discussed on the Site or any content relating thereto;
(f) To the fullest extent permitted by law, we make no warranty, express or implied, regarding the availability of the Site or the Application, and shall have no liability for any loss or damage arising from downtime;
11.2 No Implied Warranties
The warranties and representations expressly set forth in the Terms are the only warranties and representations made by us with respect to these Terms, the Site, its content, the Application and the Smart Contracts (which includes any associated elements including the Weave Token), and to the fullest extent permitted by applicable law, all other warranties, written or oral, express or implied, that may arise either by agreement between you and us or by operation of law or otherwise, are excluded to the fullest extent permitted by applicable laws.
- INDEMNIFICATION AND RELEASE
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us and each of our officers, directors, shareholders, members, partners, legal counsel, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of (i) your (or you under another person’s authority) use, misuse, or inability to use the Site, the Application or any content thereon; (ii) any regulatory inquiry, legal action, litigation, dispute or investigation related to your use of the Site or the Application; or (iii) your breach of these Terms.
To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release the Indemnified Parties, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to the use of the Application, the Site or any content thereon. Your access to and use of the Site and the Application is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Site.
- LIMITATION OF LIABILITY
To the fullest extent permitted by law, in no event shall we be liable to you, or any other third party, for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, loss of revenue, or loss of goodwill, which may arise from any person’s use, misuse, or inability to use the Site or its content or the Application whether due to inaccuracy, error, omission or any other cause and whether on the part of us , our employees, officers, agents or any other person, including any loss caused in whole or in part by any inaccuracies, incompleteness even if we have been advised of the probability of such damages and regardless of whether such liability is asserted on the basis of contract, tort or otherwise. We will not be liable for any damage or interruptions caused by any computer viruses, spyware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. You are responsible for maintaining the security of your environment, including regular use of malware screening and prevention software. You should also be aware that email and other communication services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.
13.2 Statutory or other Rights
Nothing in this clause shall affect any statutory rights or other rights which cannot be excluded under applicable law.
- LINKS AND LINKING
14.1 Third Party Links
We may provide, on the Site, links to websites operated by third parties as a convenience to you. If you use these other sites, you will leave the Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We make no representations, warranties or guarantees of any kind about any of the content of any other website which you may access by hypertext link through the Site. When you access any other website by means of a link from the Site, you should understand that your access to that other website is independent of us and we have no control over the content of the website, nor do we in any way endorse or approve the content of that website. In no event will we in any way be liable to you or any other person(s) or organisation(s) for loss or damage (whether direct, indirect, consequential, special or other) for any use of any site linked to it by means of hypertext or otherwise.
14.2 No Liability; Indemnification
To the fullest extent permitted by applicable laws, you acknowledge and agree that we shall 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 such third-party content, products or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein. You hereby agree to defend and hold harmless each of the Indemnified Parties from and against any and all Losses that may result from your use of links that may appear on the Site.
- INTELLECTUAL PROPERTY
The content accessible from the Site are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such content. No rights, title or interest in any such content are transferred to you by reason of the access to the Site. All content on the Site, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are our property or its content suppliers and are protected by copyright laws as well as other laws and regulations.
None of the marks, logos, domains, and trademarks that you find on the Site or any content thereon may be used publicly except with our express written permission and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits us.
15.3 Other Marks
Other manufacturers’ product and service names referenced on the Site or its content may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. You acknowledge and agree that we either own or have been authorized by relevant third-party intellectual property owners to use the trademarks, copyright, patents, design and intellectual property of any nature and form found on the Site.
Without limiting other remedies that may be available to us, we reserve the right, in our sole and absolute discretion to block your access to block your access to the Site or the Application, at any time, with or without advance notice. You agree that if your access is terminated by us, you will not attempt to regain access to the Website without our prior written consent.
- GOVERNING LAW AND ARBITRATION
17.1 If a dispute arises between you and us (as the parties to these Terms) arising out of or otherwise relating to the Terms, the parties shall negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, any such dispute arising out of or in connection with this Agreement, including any question regarding the existence, validity or termination of an agreement pursuant to these Terms, (a “Dispute”) shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (“LCIA”), which are deemed to be incorporated by reference into these Terms. The tribunal shall consist of a sole arbitrator, unless the LCIA determines that, in view of all the circumstances of the case, a three-member tribunal is appropriate. The place and seat of the arbitration shall be London, England. The language to be used in the arbitration proceedings will be English. The decision of the arbitrator(s) will be final, binding and enforceable against you and us, and a judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. In no event will the arbitrators have the authority to make any award that provides for punitive or exemplary damages. Each party shall bear its own costs in relation to such arbitration.
17.2 The parties agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable. For purposes of this arbitration provision, references to the parties also include respective subsidiaries, affiliates, agents, contractors, employees, predecessors, successors and assigns.
17.3 Nothing in this clause shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction.
17.4 Subject to paragraph 17.5, there shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
17.5 At any time before the appointment of an arbitrator to resolve any Dispute(s), we, at our sole option, may elect, by notice in writing to the other party, that such Dispute(s) shall instead be heard by the courts of England or by any other court of competent jurisdiction. Following such election, no arbitral tribunal shall have any jurisdiction in respect of such dispute(s) and the parties irrevocably submit to the jurisdiction of the courts for such purposes. Nothing in this clause shall (or shall be construed so as to) limit our right to bring proceedings (“Proceedings”) for the determination of any Dispute(s) in any other court of competent jurisdiction, nor shall the bringing of such Proceedings in any one or more jurisdictions preclude the bringing of Proceedings by us in any other jurisdiction (whether or not concurrently or not) if and to the extent permitted by law.
- RIGHT TO INJUNCTIVE RELIEF
You agree that due to the nature of our business, monetary damages for a breach of your obligations under these Terms would be inadequate to compensate us. Accordingly, you agree and understand that any violation or threatened violation by you of your obligations under this Agreement will cause irreparable injury to us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we will be entitled to obtain injunctive relief against any threatened breach of these Terms or the continuation of such breach without the necessity of proving actual damages.
- MISCELLANEOUS PROVISIONS
If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of these Terms, which will continue to be in full force and effect, and any prior, effective provision of these Terms that was superseded by such invalid, unenforceable or illegal provision shall be deemed valid and enforceable to the fullest extent.
19.2 No Waiver
No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of these Terms. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. All waivers must be in writing.
19.3 No Rights for Third Parties
These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
19.4 Delay in Enforcement
Even if we delay in enforcing term of these Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
19.5 Entire Agreement
These Terms constitute the entire agreement between the parties with respect to your access and use of the Site and the materials contained therein. These Terms supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter. Contact Us Should you have any question about these Terms, or wish to contact us for any reason whatsoever, please do so by sending us an email at firstname.lastname@example.org.