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[ LEGAL ]

TERMS OF SERVICE

Index

The Services
Registration
Security and Responsibility for Content
Ownership
User Conduct
Investigations
Confidentiality
Indemnification
Assumption of Risk Related to Blockchain Technology
Disclaimer of Warranties and Conditions
Limitation of Liability
Term and Termination
Third-party Services
General Provisions
Definitions

Effective as of [4/18/2023].

This Customer Terms of Service together with all supplemental terms that may be presented to you for your review and acceptance (collectively, the “Agreement”), is by and between Send Holdings North America LLC., (“Send”), and you (“Customer” or “you”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES. BY ENROLLING IN THE AGREEMENT, CLICKING THE “I ACCEPT” BUTTON, OR ACCESSING OR USING ANY PORTION OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SEND, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY. IF YOU OR IF APPLICABLE, SUCH LEGAL ENTITY, DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR PARTICIPATE IN THE SERVICES.

The “Effective Date” of this Agreement shall be the earlier of (i) Customer’s acceptance of the terms of this Agreement by clicking on the “I Accept” button, or (ii) Customer’s successful enrollment in the Services. SEND IS NOT A BROKER, FINANCIAL INSTITUTION OR INTERMEDIARY AND IS IN NO WAY CUSTOMER AGENT, ADVISOR, OR CUSTODIAN. SEND IS A NON-CUSTODIAL PLATFORM. SEND CANNOT INITIATE A TRANSFER OF ANY OF CUSTOMER CRYPTOCURRENCY OR DIGITAL ASSETS OR OTHERWISE ACCESS CUSTOMER DIGITAL ASSETS. SEND HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO CUSTOMER REGARDING ANY DECISIONS OR ACTIVITIES THAT CUSTOMER EFFECT IN CONNECTION WITH CUSTOMER USE OF THE SERVICES. UNLESS EXPLICITLY PROVIDED IN WRITING, SEND DOES NOT HOST OR MAINTAIN ECOSYSTEM PARTNERS ACCESSIBLE ON OUR SERVICES, DOES NOT PARTICIPATE IN ANY TRANSACTIONS ON SUCH ECOSYSTEM PARTNERS’ PLATFORMS, AND DOES NOT RECOMMEND, ENDORSE, OR OTHERWISE TAKE A POSITION ON CUSTOMER’S USE OF THESE SERVICES.

ALL TRANSACTIONS INITIATED THROUGH THE SERVICES ARE AFFECTED BY CUSTOMER’S WALLET OR OTHER THIRD-PARTY DIGITAL WALLET EXTENSIONS. BY USING THE SERVICES CUSTOMER AGREES THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THE APPLICABLE EXTENSIONS.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SEND IN ITS SOLE DISCRETION AT ANY TIME. WHEN CHANGES ARE MADE, SEND WILL MAKE A COPY OF THE UPDATED AGREEMENT AVAILABLE AT THE WEBSITE AND UPDATE THE “LAST UPDATED DATE” AT THE TOP OF THIS AGREEMENT. IF SEND MAKES ANY MATERIAL CHANGES TO THE AGREEMENT, SEND WILL PROVIDE NOTICE OF SUCH MATERIAL CHANGES ON THE WEBSITE AND ATTEMPT TO NOTIFY YOU BY SENDING AN E-MAIL TO THE E-MAIL ADDRESS PROVIDED IN YOUR ACCOUNT REGISTRATION. ANY CHANGES TO THE AGREEMENT WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS OF THE SERVICES AND WILL BE EFFECTIVE FOR EXISTING REGISTERED USERS UPON THE EARLIER OF (A) THIRTY (30) DAYS AFTER THE “LAST UPDATED DATE” AT THE TOP OF THESE TERMS OF USE, OR (B) YOUR CONSENT TO AND ACCEPTANCE OF THE UPDATED AGREEMENT IF SEND PROVIDES A MECHANISM FOR YOUR IMMEDIATE ACCEPTANCE IN A SPECIFIED MANNER (SUCH AS A CLICK-THROUGH ACCEPTANCE), WHICH SEND MAY REQUIRE BEFORE FURTHER USE OF THE SERVICES IS PERMITTED. IF YOU DO NOT AGREE TO THE UPDATED AGREEMENT, YOU MUST STOP USING ALL SERVICES UPON THE EFFECTIVE DATE OF THE UPDATED AGREEMENT. OTHERWISE, YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE UPDATED AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED AGREEMENT. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT. YOU AGREE THAT SEND CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.

‍

1.1 THE SERVICES.

  • 1.1 Access. Subject to Customer’s payment of the fees set forth herein, Send will provide Customers with access to the Services. On or as soon as reasonably practicable after the Effective Date, Send will provide to Customer the necessary passwords, security protocols and policies and network links or connections and access protocols to allow Customer and its Authorized Users to access the Services. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Send promptly of any such unauthorized use known to Customer.
  • 1.2 License to the Services. The Services are protected by copyright laws throughout the world. Subject to Customer’s fulfillment of its obligations under this Agreement, Send hereby grants Customer a revocable, non-transferable, non-transferable, non-sublicensable, royalty-free, limited license to access and use the Services for the sole purpose of Customer’s internal business purposes. Unless otherwise specified by Send in a separate license, Customer’s right to use any and all the Services is subject to the Agreement.
  • 1.3 Hosting. Send will, at its own expense, provide for the hosting of the Services, provided that nothing herein will be construed to require Send to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Services from the Internet.
  • 1.4 Updates. Customer understands that the Services are evolving. Customer acknowledges and agrees that Send may update the Services with or without notifying Customer. Customer may need to update third-party software from time to time in order to use the Services.
  • 1.5 Maintenance and Support. During the Term, Send will provide to Customer updates and technical support services. Send will use commercially reasonable efforts to respond to technical issues within 72 hours.
  • 1.6 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Services, except as expressly allowed herein; (b) modify, adapt, alter or translate the Services; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Services for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) interfere in any manner with the operation of the Services or the hardware and network used to operate the Services; (f) modify, copy or make derivative works based on any part of the Services; (g) access or use the Services to build a similar or competitive product or service; (h) attempt to access the Services through any unapproved interface; or (i) otherwise use the Services in any manner that exceeds the scope of use permitted under Section 1.2 (License) or in a manner inconsistent with applicable law or this Agreement. Customer acknowledges and agrees that the Services will not be used, and are not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions.
  • 1.7 Professional Services. Where the parties have agreed to Send’ provision of Professional Services, the details of such Professional Services will be set out in a separate statement of work, which will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the fees applicable for the performance of the Professional Services. Each such statement of work will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of a statement of work and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the statement of work expressly states that it supersedes specific language in the Agreement.

2. REGISTRATION.

  • 2.1 Connecting Customer Wallet. In order to use the Interface and access certain features of the Services Customer may need a Wallet that is supported by or compatible with the Services.
  • 2.2 Third-Party Accounts. In order to access certain features of the Services, Customer may be required to use certain Third-Party Accounts in connection with the Services.
  • 2.3 Representations. Customer represents that Customer is not a person barred from using the Services under the laws of the United States, Customer place of residence or any other applicable jurisdiction. Customer is responsible for all activities that occur during Customer’s use of the Services and under Customer’s Wallet. Customer agrees that it shall monitor its use of the Services to restrict use by minors, and Customer will accept full responsibility for any unauthorized use of the Services by minors.
  • 2.4 Necessary Equipment and Software. Customer must provide all equipment, software, and hardware necessary to connect to the Services. Customer is solely responsible for any fees, including Internet connection or mobile fees, that Customer incur when accessing the Services. Customer is solely responsible for keeping Customer hardware devices secure. Send will not be responsible if someone else accesses Customer devices and authorizes a transaction upon receipt of a valid transfer initiated from the Services.

3. SECURITY AND RESPONSIBILITY FOR CONTENT

  • 3.1 Send Security Responsibility. Except for as provided in Section 10, Send shall use commercially reasonable efforts to maintain the security of the Services. Send has implemented and will maintain and follow commercially reasonable technical and organizational measures intended to protect Connected Content against accidental, unauthorized, or unlawful access or disclosure. Notwithstanding the above, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Connected Content when in transit to and from the Services, and taking any appropriate steps to securely encrypt or backup any Connected Content uploaded to the SaaS Service.
  • 3.2 Types of Content. Customer acknowledges that all Content, including the Services, is the sole responsibility of the party from whom such Content originated. This means that Customer and other Registered Users of the Services, and not Send, are responsible for all User Content.
  • 3.3 Adapters. Customer is solely responsible for any Adapter that Customer Makes Available on or through the Services, including without limitation for securing any rights or licenses in connection with such Adapter and Send’ use thereof. Customer acknowledges and agrees that Send has no obligation to publish or otherwise make Customer Adapter available on or through the Services. Customer acknowledges and agree that it has no rights to any upgrades, modifications, enhancements or revisions that Send may make to Customer Adapter. Customer agrees that Send has no obligation to provide any support or engineering assistance of any sort in connection with Customer Adapter unless Send otherwise agree in writing.

4. OWNERSHIP

  • 4.1 The Services. Except with respect to any OSS, Customer Wallet, and any User Content that Customer Makes Available, Customer agrees that Send and its licensors own all rights, title and interest in and to the Services. Customer will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
  • 4.2 Open Source Software. Customer acknowledges that the Services may use, incorporate or link to certain OSS and that Customer use of the Services is subject to, and Customer will comply with any, applicable OSS licenses. Each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in this Agreement limits Customer rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the OSS. If required by any license for particular OSS, Send makes such OSS, and Send’ modifications thereto, available by written request at the notice address specified below.
  • 4.3 Trademarks. Send, and all related graphics, logos, service marks and trade names used on or in connection with any the Services or in connection with the Services are the trademarks of Send and may not be used without permission in connection with Customer, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
  • 4.4 Customer User Content. Send does not claim ownership of Customer User Content. However, when Customer as a Registered User post or publish Customer User Content (including without limitation any Adapter) on or in the Services, Customer represents that Customer own and/or have, and have all rights necessary to grant to Send and do hereby grant to Send, a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Customer User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Customer User Content. If Customer Makes Available an Adapter in connection with any Brand, Customer represents and warrants that Customer has all rights necessary in and to such Brand to grant Send the licenses granted hereunder.
  • 4.5 Feedback. Customer agrees that submission of Feedback is at Customer’s own risk and that Send has no obligations with respect to such Feedback. Customer represents and warrants that Customer has all rights necessary to submit the Feedback. Customer hereby grants to Send a fully paid, royalty-free, perpetual, transferable, assignable, irrevocable, worldwide, non-exclusive, and fully sublicensable (through multiple tiers) right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, for any purpose.

5. USER CONDUCT

  • 5.1 Customer agrees that it is solely responsible for Customer and Authorized User conduct in connection with the Service. Customer agrees that it will abide by this Agreement and will not (and will not attempt to): (a) provide false or misleading information to Send; (b) use or attempt to use another Registered User’s Wallet without authorization from such Registered User; (c) pose as another person or entity; (d) Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Registered Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner; (e) develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services; (f) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services; (g) attempt to circumvent any content-filtering techniques Send employ; (h) use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by Send to access the Services, extract data or otherwise interfere with or modify the rendering of Service pages or functionality; (i) collect or harvest data from the Services that would allow Customer to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; (j) use data collected from the Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); (k) bypass or ignore instructions that control all automated access to the Services; (l) use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement; (m) use Customer Wallet to carry out any illegal activities in connection with or in any way related to Customer access to and use of the Services, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services; (n) engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including: (i) for the purpose of creating or inducing a false or misleading appearance of activity in a Digital Asset or creating or inducing a false or misleading appearance with respect to the market in a Digital Asset: (Y) executing or causing the execution of any transaction in a Digital Asset which involves no material change in the beneficial ownership thereof; or (Z) entering any order for the purchase or sale of a Digital Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Digital Asset, has been or will be entered by or for the same or different parties; or (ii) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Digital Asset; (o) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions; (p) use the Service to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that: (i) are redeemable for financial instruments, (ii) give owners rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts; (q) Make Available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or (r) attempt to access any Wallet that Customer do not have the legal authority to access. Any unauthorized use of any Services terminates the licenses granted by Send pursuant to the Agreement.‍
  • 5.2 Connected Content. Customer acknowledges and agrees that the Services include a feature that permits users to read any public key associated with a compatible Wallet and display all Connected Content publicly associated with that Wallet. Send is not liable to Customer in connection with Send’ or any third party’s use of the Services to view such Connected Content that Customer has made publicly available. SEND DISCLAIMS ANY LIABILITY FOR CONNECTED CONTENT, INCLUDING WITHOUT LIMITATION PERSONALLY IDENTIFIABLE INFORMATION, THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT CUSTOMER HAS SET IN SUCH WALLETS. Send makes no effort to review any Connected Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Send is not responsible for any Connected Content.

6. INVESTIGATIONS

  • 6.1 Send may, but is not obligated to, monitor or review the Services and User Content at any time. Without limiting the foregoing, Send shall have the right, in its sole discretion, to remove any of Customer User Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law.
  • 6.2 Although Send does not generally monitor user activity occurring in connection with the Services or Content, if Send becomes aware of any possible violations by Customer of any provision of the Agreement, Send reserves the right to investigate such violations, and Send may, at its sole discretion, immediately terminate Customer license to use the Services, or change, alter or remove Customer User Content, in whole or in part, without prior notice to Customer.

7. CONFIDENTIALITY

  • 7.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services and all enhancements and improvements thereto, pricing, and this Agreement will be considered Confidential Information of Send.
  • 7.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Send). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
  • 7.3 Exceptions. The confidentiality obligations set forth in Section 8.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

8. INDEMNIFICATION

  • 8.1 By Send. Send will defend at its expense any suit brought against Customer, and will pay any settlement Send makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Services becomes, or in Send’ opinion is likely to become, the subject of a claim of infringement, Send may, at Send’ option: (a) procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Services. Notwithstanding the foregoing, Send will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Services not in accordance with this Agreement; (ii) any use of the Services in combination with other products, equipment, software or data not supplied by Send; or (iii) any modification of the Services by any person other than Send or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of Send, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
  • 8.2 By Customer. Customer agrees to indemnify, defend and hold the Send Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Customer User Content; (b) Customer use of, or inability to use, any of the Services; (c) Customer violation of the Agreement; (d) Customer violation of any rights of another party, including any Registered Users; (e) Customer violation of any applicable laws, rules or regulations; or (f) an Exclusion. Send reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will fully cooperate with Send in asserting any available defenses. This provision does not require Customer to indemnify any of the Send Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. Customer agrees that the provisions in this section will survive any termination of the Agreement and/or Customer access to the Services.
  • 8.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
  • 9.1 In order to be successfully completed, any transaction involving Digital Assets initiated by or sent to Customer Wallet must be confirmed by and recorded on the blockchain supporting such Digital Asset. Send has no control over any blockchain and therefore cannot and does not ensure that any transaction details that Customer submit or receive via the Services will be validated by or confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests. In addition, certain Ecosystem Partners may support complex financial transactions that entail a high degree of risk. Customer accepts and acknowledges that Customer takes full responsibility for all activities that Customer effects through Customer Wallet and accepts all risks of loss, including loss as a result of any authorized or unauthorized access to Customer Wallet, to the maximum extent permitted by law. Customer further accepts and acknowledges that:
  • 9.2 Customer (a) has the necessary technical expertise and ability to review and evaluate the security, integrity and operation of Customer Wallet; (b) has the knowledge, experience, understanding, professional advice and information to make Customer’s own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of Customer Wallet; (c) knows, understands and accepts the risks associated with Customer Wallet; and (d) accepts the risks associated with blockchain technology generally, and is responsible for conducting Customer’s own independent analysis of the risks specific to any Digital Assets Customer purchase or sell. Customer further agrees that Send will have no responsibility or liability for such risks.
  • 9.3 The prices of Digital Assets can be extremely volatile. Send makes no warranties as to the markets in which Digital Assets are transferred, purchased, or traded.
  • 9.4 Customer is solely responsible for determining what, if any, taxes apply to Customer transactions of Digital Assets. Send is not responsible for determining the taxes that apply to Digital Asset transactions.
  • 9.5 Send does not store, Send, or receive Digital Assets. This is because Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain, and so any transfer of Digital Assets occurs within the supporting blockchain and not in the Services. The transaction details Customer submit via the Services may not be completed, or may be substantially delayed, as a result of activity or lack thereof on the blockchain used to process the transaction. Once transaction details have been submitted through Customer Wallet, Send cannot assist Customer to cancel or otherwise modify Customer transaction or transaction details. Send makes no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Asset.
  • 9.6 Send is not a payroll provider and does not provide compliance solutions with respect to the processing of Customer’s payroll. Customer is solely responsible for compliance with all legal and other obligations with respect to the payment of wages and salaries, and Send makes no warranties that the use of its services to facilitate transactions involving Digital Assets enables Customer to meet any such obligations. Send enables Customers to initiate transactions directly on a supporting blockchain and to organize, track, and automate such transactions. All transactions are conducted directly by Customer and Customer is responsible for all information provided through Send to effect such transactions.
  • 9.7 There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within Customer Wallet; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. Customer accepts and acknowledge that Send will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses Customer may experience when using blockchain technology, however caused.
  • 9.8 The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of Digital Assets.
  • 9.9 Send makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of certain Digital Assets. Customer acknowledges and accept that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value and function of Digital Assets supported by that blockchain.
  • 9.10 Send makes no guarantee as to the security of any blockchain. Send is not liable for any hacks, double spending, stolen Digital Assets, or any other attacks on a blockchain.
  • 9.11 The Services rely on, and Send makes no guarantee or warranties as to the functionality of or access to, any third-party Wallet (such as Gnosis, MetaMask and Ledger) and Ecosystem Partners to perform any transactions.

10. DISCLAIMER OF WARRANTIES AND CONDITIONS

  • 10.1 Limited Warranty. Send represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies Send in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, Send will, as Customer’s sole and exclusive remedy, for any breach of the foregoing, re-perform the Services which gave rise to the breach or, at Send’ option, refund the fees paid by Customer for the Services which gave rise to the breach.
  • 10.2 As Is. EXCEPT AS SET FORTH IN SECTION 11.1, CUSTOMER EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER USE OF THE SERVICES IS AT CUSTOMER SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. EXCEPT AS SET FORTH IN SECTION 11.1, SEND PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. Send PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET CUSTOMER REQUIREMENTS; (2) CUSTOMER USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT CUSTOMER OWN RISK, AND CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER PROPERTY, INCLUDING, BUT NOT LIMITED TO, CUSTOMER COMPUTER SYSTEM AND ANY DEVICE CUSTOMER USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. Send MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SEND OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  • 10.3 No Liability for Conduct of Third Parties. CUSTOMER ACKNOWLEDGE AND AGREE THAT SEND PARTIES ARE NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD SEND PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH CUSTOMER. SEND MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET CUSTOMER REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SEND MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONNECTED CONTENT OBTAINED THROUGH THE SERVICES.
  • 10.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SEND SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO (I) THE OWNERSHIP, VALIDITY OR GENUINENESS OF ANY DIGITAL ASSET; (II) THE COLLECTABILITY, INSURABILITY, EFFECTIVENESS, MARKETABILITY OR SUITABILITY OF ANY DIGITAL ASSET; (III) LOSS CAUSED BY MISTAKEN OR FRAUDULENT ACTIVITY SIGNED BY CUSTOMER’S OR USERS PRIVATE KEY(S); OR (IV) ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND Send’ CONTROL, INCLUDING WITHOUT LIMITATION THE FAILURE OF A BLOCKCHAIN, THIRD-PARTY SERVICES PROVIDER, OR ECOSYSTEM PARTNER.

11. LIMITATION OF LIABILITY

  • 11.1 Disclaimer of Certain Damages. CUSTOMER UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SEND PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, ETHEREUM OR OTHER VIRTUAL CURRENCY, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SEND PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SEND PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SEND PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
  • 11.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SEND PARTIES WILL NOT BE LIABLE TO CUSTOMER FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE AMOUNTS PAID BY CUSTOMER TO SEND, IF ANY, IN CONNECTION WITH THE SERVICES IN THE 12 MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SEND PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SEND PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SEND PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
  • 11.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MIGHT HAVE ADDITIONAL RIGHTS.
  • 11.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SEND AND CUSTOMER.

12. TERM AND TERMINATION

  • 12.1 Term. The Agreement commences on the Effective Date Customer and remain in full force and effect for one (1) year, Customer unless terminated earlier in accordance with the Agreement (the “Term”).
  • 12.2 Termination of Services by Send. Send is free to terminate (or suspend access to) Customer use of the Services for any reason in the discretion, including Customer’s breach of this Agreement. Send has the sole right to decide whether Customer is in violation of any of the restrictions set forth in this Agreement. If Send suspends Customer’s use of the Services, Customer may continue to access Customer Wallet directly or through other services not hosted by Send. Send will not have any liability whatsoever to Customer for any suspension or termination. Regardless of the reason for termination, Send shall not owe refunds for any Customer payments.
  • 12.3 Termination of Services by Customer. If Customer wants to terminate the Services provided by Send, Customer may do so by ceasing Customer use of the Services. Customer may continue to access Customer Wallet directly or through other services not hosted by Send. Regardless of the reason for termination, Send shall not owe refunds for any Customer payments.
  • 12.4 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. Regardless of the reason for termination, Send shall not owe refunds for any Customer payments.
  • 12.5 Survival. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitation of liability.
  • 12.6 No Subsequent Use. If Customer’s ability to access the Services is discontinued by Send, then Customer agrees that Customer shall not attempt to access the Services through use of a different Wallet, Third-Party Account, member name or otherwise. In the event that Customer violates the immediately preceding sentence, Send reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to Customer.

13. THIRD-PARTY SERVICES

  • 13.1 The Services may contain or in some cases, integrate with the Services, certain Third-Party Services. When Customer click on a link to or access or use a Third-Party Service, Send will not warn Customer that Customer has left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Send. Send is not responsible for any Third-Party Services. Send provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith.
  • 13.2 Customer’s use all links in Third-Party Services at Customer own risk. When Customer leaves the Services, including the Website, this Agreement and the policies no longer govern. Customer should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation Customer feels necessary or appropriate before proceeding with any transaction with any third party.

14. GENERAL PROVISIONS

  • 14.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the exclusive personal jurisdiction and venue in the state and federal courts for Santa Clara County, California for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
  • 14.2 Assignment. The Agreement, and Customer rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without Send’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
  • 14.3 Force Majeure. Send shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, epidemics, pandemics, quarantines, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
  • 14.4 Notice. Customer may give notice to Send at the following address: Send Holdings North America LL., send@send.it, Such notice shall be deemed given when received by Send by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address, or, if by email sent and expressly referencing this Section, within 24 hours of confirmed transmission.
  • 14.5 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  • 14.6 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
  • 14.7 International Users. The Services are controlled and offered by Send from the United States of America. Send makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
  • 14.8 Export Control. Customer may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which Customer obtained the Services, and any other applicable laws.
  • 14.9 Independent Contractors. Customer’s relationship to Send is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Send.
  • 14.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
  • 14.11 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
  • 14.12 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: send@send.it. Send will do its best to address Customer concerns.
  • 14.13 Consumer Complaints. In accordance with California Civil Code §1789.3, Customer may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
  • 14.14 Electronic Communications. For contractual purposes, Customer (a) consents to receive communications from Send in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Send provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Customer’s statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

15. DEFINITIONS

  • 15.1 “Adapter” means a software tool that enables and facilitates the interoperability of a particular DeFi project with the Services. Customer
  • 15.2 “Brand” means, with respect to any Adapter, the trademark, logo, or other indicia of identity of the DeFi project or other third-party entity the interoperability of which is facilitated by such Adapter.
  • 15.3 “Connected Content” means any Content or personal financial data that Customer provides, or a third party provides on Customer’s behalf, to and stores in Customer Wallet.
  • 15.4 “Content” means any information, data, text, software, messages, tags and/or other materials.
  • 15.5 “Digital Asset” means any cryptocurrency, cryptoasset, blockchain-based token, or other digital asset supported by the Services.
  • 15.6 “Ecosystem Partner” means certain supported DeFi applications and projects.
  • 15.7 “Feedback” means any ideas, suggestions, documents, and/or proposals that Customer submit to Send through Discord or otherwise through the Services.
  • 15.8 “Make(s) Available” means to upload, post, e-mail, transmit or otherwise make available through the Services.
  • 15.9 “OSS” or “Open-Source Software” means any software or components thereof subject to “open source” or “free software” licenses.
  • 15.10 “Professional Services” means any implementation, training, consulting, or other professional services provided by Send, as set forth in a statement of work.
  • 15.11 “Registered User” is a user who has a valid Third-Party Account, including without limitation a Wallet, through which the user has connected to the Services.
  • 15.12 “Services” means any products and services made available by Send, including without limitation the Website, Maintenance and Support Services, and any Professional Services.

Short heading goes here

Effective as of [4/18/2023].

This Customer Terms of Service together with all supplemental terms that may be presented to you for your review and acceptance (collectively, the “Agreement”), is by and between Send Holdings North America LLC., (“Send”), and you (“Customer” or “you”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES. BY ENROLLING IN THE AGREEMENT, CLICKING THE “I ACCEPT” BUTTON, OR ACCESSING OR USING ANY PORTION OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SEND, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY. IF YOU OR IF APPLICABLE, SUCH LEGAL ENTITY, DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR PARTICIPATE IN THE SERVICES.

The “Effective Date” of this Agreement shall be the earlier of (i) Customer’s acceptance of the terms of this Agreement by clicking on the “I Accept” button, or (ii) Customer’s successful enrollment in the Services. SEND IS NOT A BROKER, FINANCIAL INSTITUTION OR INTERMEDIARY AND IS IN NO WAY CUSTOMER AGENT, ADVISOR, OR CUSTODIAN. SEND IS A NON-CUSTODIAL PLATFORM. SEND CANNOT INITIATE A TRANSFER OF ANY OF CUSTOMER CRYPTOCURRENCY OR DIGITAL ASSETS OR OTHERWISE ACCESS CUSTOMER DIGITAL ASSETS. SEND HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO CUSTOMER REGARDING ANY DECISIONS OR ACTIVITIES THAT CUSTOMER EFFECT IN CONNECTION WITH CUSTOMER USE OF THE SERVICES. UNLESS EXPLICITLY PROVIDED IN WRITING, SEND DOES NOT HOST OR MAINTAIN ECOSYSTEM PARTNERS ACCESSIBLE ON OUR SERVICES, DOES NOT PARTICIPATE IN ANY TRANSACTIONS ON SUCH ECOSYSTEM PARTNERS’ PLATFORMS, AND DOES NOT RECOMMEND, ENDORSE, OR OTHERWISE TAKE A POSITION ON CUSTOMER’S USE OF THESE SERVICES.

ALL TRANSACTIONS INITIATED THROUGH THE SERVICES ARE AFFECTED BY CUSTOMER’S WALLET OR OTHER THIRD-PARTY DIGITAL WALLET EXTENSIONS. BY USING THE SERVICES CUSTOMER AGREES THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THE APPLICABLE EXTENSIONS.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SEND IN ITS SOLE DISCRETION AT ANY TIME. WHEN CHANGES ARE MADE, SEND WILL MAKE A COPY OF THE UPDATED AGREEMENT AVAILABLE AT THE WEBSITE AND UPDATE THE “LAST UPDATED DATE” AT THE TOP OF THIS AGREEMENT. IF SEND MAKES ANY MATERIAL CHANGES TO THE AGREEMENT, SEND WILL PROVIDE NOTICE OF SUCH MATERIAL CHANGES ON THE WEBSITE AND ATTEMPT TO NOTIFY YOU BY SENDING AN E-MAIL TO THE E-MAIL ADDRESS PROVIDED IN YOUR ACCOUNT REGISTRATION. ANY CHANGES TO THE AGREEMENT WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS OF THE SERVICES AND WILL BE EFFECTIVE FOR EXISTING REGISTERED USERS UPON THE EARLIER OF (A) THIRTY (30) DAYS AFTER THE “LAST UPDATED DATE” AT THE TOP OF THESE TERMS OF USE, OR (B) YOUR CONSENT TO AND ACCEPTANCE OF THE UPDATED AGREEMENT IF SEND PROVIDES A MECHANISM FOR YOUR IMMEDIATE ACCEPTANCE IN A SPECIFIED MANNER (SUCH AS A CLICK-THROUGH ACCEPTANCE), WHICH SEND MAY REQUIRE BEFORE FURTHER USE OF THE SERVICES IS PERMITTED. IF YOU DO NOT AGREE TO THE UPDATED AGREEMENT, YOU MUST STOP USING ALL SERVICES UPON THE EFFECTIVE DATE OF THE UPDATED AGREEMENT. OTHERWISE, YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE UPDATED AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED AGREEMENT. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT. YOU AGREE THAT SEND CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.

‍

1.1 THE SERVICES.

  • 1.1 Access. Subject to Customer’s payment of the fees set forth herein, Send will provide Customers with access to the Services. On or as soon as reasonably practicable after the Effective Date, Send will provide to Customer the necessary passwords, security protocols and policies and network links or connections and access protocols to allow Customer and its Authorized Users to access the Services. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Send promptly of any such unauthorized use known to Customer.
  • 1.2 License to the Services. The Services are protected by copyright laws throughout the world. Subject to Customer’s fulfillment of its obligations under this Agreement, Send hereby grants Customer a revocable, non-transferable, non-transferable, non-sublicensable, royalty-free, limited license to access and use the Services for the sole purpose of Customer’s internal business purposes. Unless otherwise specified by Send in a separate license, Customer’s right to use any and all the Services is subject to the Agreement.
  • 1.3 Hosting. Send will, at its own expense, provide for the hosting of the Services, provided that nothing herein will be construed to require Send to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Services from the Internet.
  • 1.4 Updates. Customer understands that the Services are evolving. Customer acknowledges and agrees that Send may update the Services with or without notifying Customer. Customer may need to update third-party software from time to time in order to use the Services.
  • 1.5 Maintenance and Support. During the Term, Send will provide to Customer updates and technical support services. Send will use commercially reasonable efforts to respond to technical issues within 72 hours.
  • 1.6 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Services, except as expressly allowed herein; (b) modify, adapt, alter or translate the Services; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Services for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) interfere in any manner with the operation of the Services or the hardware and network used to operate the Services; (f) modify, copy or make derivative works based on any part of the Services; (g) access or use the Services to build a similar or competitive product or service; (h) attempt to access the Services through any unapproved interface; or (i) otherwise use the Services in any manner that exceeds the scope of use permitted under Section 1.2 (License) or in a manner inconsistent with applicable law or this Agreement. Customer acknowledges and agrees that the Services will not be used, and are not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions.
  • 1.7 Professional Services. Where the parties have agreed to Send’ provision of Professional Services, the details of such Professional Services will be set out in a separate statement of work, which will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the fees applicable for the performance of the Professional Services. Each such statement of work will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of a statement of work and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the statement of work expressly states that it supersedes specific language in the Agreement.

2. REGISTRATION.

  • 2.1 Connecting Customer Wallet. In order to use the Interface and access certain features of the Services Customer may need a Wallet that is supported by or compatible with the Services.
  • 2.2 Third-Party Accounts. In order to access certain features of the Services, Customer may be required to use certain Third-Party Accounts in connection with the Services.
  • 2.3 Representations. Customer represents that Customer is not a person barred from using the Services under the laws of the United States, Customer place of residence or any other applicable jurisdiction. Customer is responsible for all activities that occur during Customer’s use of the Services and under Customer’s Wallet. Customer agrees that it shall monitor its use of the Services to restrict use by minors, and Customer will accept full responsibility for any unauthorized use of the Services by minors.
  • 2.4 Necessary Equipment and Software. Customer must provide all equipment, software, and hardware necessary to connect to the Services. Customer is solely responsible for any fees, including Internet connection or mobile fees, that Customer incur when accessing the Services. Customer is solely responsible for keeping Customer hardware devices secure. Send will not be responsible if someone else accesses Customer devices and authorizes a transaction upon receipt of a valid transfer initiated from the Services.

3. SECURITY AND RESPONSIBILITY FOR CONTENT

  • 3.1 Send Security Responsibility. Except for as provided in Section 10, Send shall use commercially reasonable efforts to maintain the security of the Services. Send has implemented and will maintain and follow commercially reasonable technical and organizational measures intended to protect Connected Content against accidental, unauthorized, or unlawful access or disclosure. Notwithstanding the above, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Connected Content when in transit to and from the Services, and taking any appropriate steps to securely encrypt or backup any Connected Content uploaded to the SaaS Service.
  • 3.2 Types of Content. Customer acknowledges that all Content, including the Services, is the sole responsibility of the party from whom such Content originated. This means that Customer and other Registered Users of the Services, and not Send, are responsible for all User Content.
  • 3.3 Adapters. Customer is solely responsible for any Adapter that Customer Makes Available on or through the Services, including without limitation for securing any rights or licenses in connection with such Adapter and Send’ use thereof. Customer acknowledges and agrees that Send has no obligation to publish or otherwise make Customer Adapter available on or through the Services. Customer acknowledges and agree that it has no rights to any upgrades, modifications, enhancements or revisions that Send may make to Customer Adapter. Customer agrees that Send has no obligation to provide any support or engineering assistance of any sort in connection with Customer Adapter unless Send otherwise agree in writing.

4. OWNERSHIP

  • 4.1 The Services. Except with respect to any OSS, Customer Wallet, and any User Content that Customer Makes Available, Customer agrees that Send and its licensors own all rights, title and interest in and to the Services. Customer will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
  • 4.2 Open Source Software. Customer acknowledges that the Services may use, incorporate or link to certain OSS and that Customer use of the Services is subject to, and Customer will comply with any, applicable OSS licenses. Each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in this Agreement limits Customer rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the OSS. If required by any license for particular OSS, Send makes such OSS, and Send’ modifications thereto, available by written request at the notice address specified below.
  • 4.3 Trademarks. Send, and all related graphics, logos, service marks and trade names used on or in connection with any the Services or in connection with the Services are the trademarks of Send and may not be used without permission in connection with Customer, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
  • 4.4 Customer User Content. Send does not claim ownership of Customer User Content. However, when Customer as a Registered User post or publish Customer User Content (including without limitation any Adapter) on or in the Services, Customer represents that Customer own and/or have, and have all rights necessary to grant to Send and do hereby grant to Send, a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Customer User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Customer User Content. If Customer Makes Available an Adapter in connection with any Brand, Customer represents and warrants that Customer has all rights necessary in and to such Brand to grant Send the licenses granted hereunder.
  • 4.5 Feedback. Customer agrees that submission of Feedback is at Customer’s own risk and that Send has no obligations with respect to such Feedback. Customer represents and warrants that Customer has all rights necessary to submit the Feedback. Customer hereby grants to Send a fully paid, royalty-free, perpetual, transferable, assignable, irrevocable, worldwide, non-exclusive, and fully sublicensable (through multiple tiers) right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, for any purpose.

5. USER CONDUCT

  • 5.1 Customer agrees that it is solely responsible for Customer and Authorized User conduct in connection with the Service. Customer agrees that it will abide by this Agreement and will not (and will not attempt to): (a) provide false or misleading information to Send; (b) use or attempt to use another Registered User’s Wallet without authorization from such Registered User; (c) pose as another person or entity; (d) Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Registered Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner; (e) develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services; (f) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services; (g) attempt to circumvent any content-filtering techniques Send employ; (h) use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by Send to access the Services, extract data or otherwise interfere with or modify the rendering of Service pages or functionality; (i) collect or harvest data from the Services that would allow Customer to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; (j) use data collected from the Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); (k) bypass or ignore instructions that control all automated access to the Services; (l) use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement; (m) use Customer Wallet to carry out any illegal activities in connection with or in any way related to Customer access to and use of the Services, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services; (n) engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including: (i) for the purpose of creating or inducing a false or misleading appearance of activity in a Digital Asset or creating or inducing a false or misleading appearance with respect to the market in a Digital Asset: (Y) executing or causing the execution of any transaction in a Digital Asset which involves no material change in the beneficial ownership thereof; or (Z) entering any order for the purchase or sale of a Digital Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Digital Asset, has been or will be entered by or for the same or different parties; or (ii) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Digital Asset; (o) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions; (p) use the Service to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that: (i) are redeemable for financial instruments, (ii) give owners rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts; (q) Make Available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or (r) attempt to access any Wallet that Customer do not have the legal authority to access. Any unauthorized use of any Services terminates the licenses granted by Send pursuant to the Agreement.‍
  • 5.2 Connected Content. Customer acknowledges and agrees that the Services include a feature that permits users to read any public key associated with a compatible Wallet and display all Connected Content publicly associated with that Wallet. Send is not liable to Customer in connection with Send’ or any third party’s use of the Services to view such Connected Content that Customer has made publicly available. SEND DISCLAIMS ANY LIABILITY FOR CONNECTED CONTENT, INCLUDING WITHOUT LIMITATION PERSONALLY IDENTIFIABLE INFORMATION, THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT CUSTOMER HAS SET IN SUCH WALLETS. Send makes no effort to review any Connected Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Send is not responsible for any Connected Content.

6. INVESTIGATIONS

  • 6.1 Send may, but is not obligated to, monitor or review the Services and User Content at any time. Without limiting the foregoing, Send shall have the right, in its sole discretion, to remove any of Customer User Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law.
  • 6.2 Although Send does not generally monitor user activity occurring in connection with the Services or Content, if Send becomes aware of any possible violations by Customer of any provision of the Agreement, Send reserves the right to investigate such violations, and Send may, at its sole discretion, immediately terminate Customer license to use the Services, or change, alter or remove Customer User Content, in whole or in part, without prior notice to Customer.

7. CONFIDENTIALITY

  • 7.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services and all enhancements and improvements thereto, pricing, and this Agreement will be considered Confidential Information of Send.
  • 7.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Send). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
  • 7.3 Exceptions. The confidentiality obligations set forth in Section 8.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

8. INDEMNIFICATION

  • 8.1 By Send. Send will defend at its expense any suit brought against Customer, and will pay any settlement Send makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Services becomes, or in Send’ opinion is likely to become, the subject of a claim of infringement, Send may, at Send’ option: (a) procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Services. Notwithstanding the foregoing, Send will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Services not in accordance with this Agreement; (ii) any use of the Services in combination with other products, equipment, software or data not supplied by Send; or (iii) any modification of the Services by any person other than Send or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of Send, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
  • 8.2 By Customer. Customer agrees to indemnify, defend and hold the Send Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Customer User Content; (b) Customer use of, or inability to use, any of the Services; (c) Customer violation of the Agreement; (d) Customer violation of any rights of another party, including any Registered Users; (e) Customer violation of any applicable laws, rules or regulations; or (f) an Exclusion. Send reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will fully cooperate with Send in asserting any available defenses. This provision does not require Customer to indemnify any of the Send Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. Customer agrees that the provisions in this section will survive any termination of the Agreement and/or Customer access to the Services.
  • 8.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

9. ASSUMPTION OF RISK RELATED TO BLOCKCHAIN TECHNOLOGY

  • 9.1 In order to be successfully completed, any transaction involving Digital Assets initiated by or sent to Customer Wallet must be confirmed by and recorded on the blockchain supporting such Digital Asset. Send has no control over any blockchain and therefore cannot and does not ensure that any transaction details that Customer submit or receive via the Services will be validated by or confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests. In addition, certain Ecosystem Partners may support complex financial transactions that entail a high degree of risk. Customer accepts and acknowledges that Customer takes full responsibility for all activities that Customer effects through Customer Wallet and accepts all risks of loss, including loss as a result of any authorized or unauthorized access to Customer Wallet, to the maximum extent permitted by law. Customer further accepts and acknowledges that:
  • 9.2 Customer (a) has the necessary technical expertise and ability to review and evaluate the security, integrity and operation of Customer Wallet; (b) has the knowledge, experience, understanding, professional advice and information to make Customer’s own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of Customer Wallet; (c) knows, understands and accepts the risks associated with Customer Wallet; and (d) accepts the risks associated with blockchain technology generally, and is responsible for conducting Customer’s own independent analysis of the risks specific to any Digital Assets Customer purchase or sell. Customer further agrees that Send will have no responsibility or liability for such risks.
  • 9.3 The prices of Digital Assets can be extremely volatile. Send makes no warranties as to the markets in which Digital Assets are transferred, purchased, or traded.
  • 9.4 Customer is solely responsible for determining what, if any, taxes apply to Customer transactions of Digital Assets. Send is not responsible for determining the taxes that apply to Digital Asset transactions.
  • 9.5 Send does not store, Send, or receive Digital Assets. This is because Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain, and so any transfer of Digital Assets occurs within the supporting blockchain and not in the Services. The transaction details Customer submit via the Services may not be completed, or may be substantially delayed, as a result of activity or lack thereof on the blockchain used to process the transaction. Once transaction details have been submitted through Customer Wallet, Send cannot assist Customer to cancel or otherwise modify Customer transaction or transaction details. Send makes no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Asset.
  • 9.6 Send is not a payroll provider and does not provide compliance solutions with respect to the processing of Customer’s payroll. Customer is solely responsible for compliance with all legal and other obligations with respect to the payment of wages and salaries, and Send makes no warranties that the use of its services to facilitate transactions involving Digital Assets enables Customer to meet any such obligations. Send enables Customers to initiate transactions directly on a supporting blockchain and to organize, track, and automate such transactions. All transactions are conducted directly by Customer and Customer is responsible for all information provided through Send to effect such transactions.
  • 9.7 There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within Customer Wallet; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. Customer accepts and acknowledge that Send will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses Customer may experience when using blockchain technology, however caused.
  • 9.8 The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of Digital Assets.
  • 9.9 Send makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of certain Digital Assets. Customer acknowledges and accept that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value and function of Digital Assets supported by that blockchain.
  • 9.10 Send makes no guarantee as to the security of any blockchain. Send is not liable for any hacks, double spending, stolen Digital Assets, or any other attacks on a blockchain.
  • 9.11 The Services rely on, and Send makes no guarantee or warranties as to the functionality of or access to, any third-party Wallet (such as Gnosis, MetaMask and Ledger) and Ecosystem Partners to perform any transactions.

10. DISCLAIMER OF WARRANTIES AND CONDITIONS

  • 10.1 Limited Warranty. Send represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies Send in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, Send will, as Customer’s sole and exclusive remedy, for any breach of the foregoing, re-perform the Services which gave rise to the breach or, at Send’ option, refund the fees paid by Customer for the Services which gave rise to the breach.
  • 10.2 As Is. EXCEPT AS SET FORTH IN SECTION 11.1, CUSTOMER EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER USE OF THE SERVICES IS AT CUSTOMER SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. EXCEPT AS SET FORTH IN SECTION 11.1, SEND PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. Send PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET CUSTOMER REQUIREMENTS; (2) CUSTOMER USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT CUSTOMER OWN RISK, AND CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER PROPERTY, INCLUDING, BUT NOT LIMITED TO, CUSTOMER COMPUTER SYSTEM AND ANY DEVICE CUSTOMER USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. Send MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SEND OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  • 10.3 No Liability for Conduct of Third Parties. CUSTOMER ACKNOWLEDGE AND AGREE THAT SEND PARTIES ARE NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD SEND PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH CUSTOMER. SEND MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET CUSTOMER REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SEND MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONNECTED CONTENT OBTAINED THROUGH THE SERVICES.
  • 10.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SEND SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO (I) THE OWNERSHIP, VALIDITY OR GENUINENESS OF ANY DIGITAL ASSET; (II) THE COLLECTABILITY, INSURABILITY, EFFECTIVENESS, MARKETABILITY OR SUITABILITY OF ANY DIGITAL ASSET; (III) LOSS CAUSED BY MISTAKEN OR FRAUDULENT ACTIVITY SIGNED BY CUSTOMER’S OR USERS PRIVATE KEY(S); OR (IV) ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND Send’ CONTROL, INCLUDING WITHOUT LIMITATION THE FAILURE OF A BLOCKCHAIN, THIRD-PARTY SERVICES PROVIDER, OR ECOSYSTEM PARTNER.

11. LIMITATION OF LIABILITY

  • 11.1 Disclaimer of Certain Damages. CUSTOMER UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SEND PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, ETHEREUM OR OTHER VIRTUAL CURRENCY, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SEND PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SEND PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SEND PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
  • 11.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SEND PARTIES WILL NOT BE LIABLE TO CUSTOMER FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE AMOUNTS PAID BY CUSTOMER TO SEND, IF ANY, IN CONNECTION WITH THE SERVICES IN THE 12 MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SEND PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SEND PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SEND PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
  • 11.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MIGHT HAVE ADDITIONAL RIGHTS.
  • 11.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SEND AND CUSTOMER.

12. TERM AND TERMINATION

  • 12.1 Term. The Agreement commences on the Effective Date Customer and remain in full force and effect for one (1) year, Customer unless terminated earlier in accordance with the Agreement (the “Term”).
  • 12.2 Termination of Services by Send. Send is free to terminate (or suspend access to) Customer use of the Services for any reason in the discretion, including Customer’s breach of this Agreement. Send has the sole right to decide whether Customer is in violation of any of the restrictions set forth in this Agreement. If Send suspends Customer’s use of the Services, Customer may continue to access Customer Wallet directly or through other services not hosted by Send. Send will not have any liability whatsoever to Customer for any suspension or termination. Regardless of the reason for termination, Send shall not owe refunds for any Customer payments.
  • 12.3 Termination of Services by Customer. If Customer wants to terminate the Services provided by Send, Customer may do so by ceasing Customer use of the Services. Customer may continue to access Customer Wallet directly or through other services not hosted by Send. Regardless of the reason for termination, Send shall not owe refunds for any Customer payments.
  • 12.4 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. Regardless of the reason for termination, Send shall not owe refunds for any Customer payments.
  • 12.5 Survival. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitation of liability.
  • 12.6 No Subsequent Use. If Customer’s ability to access the Services is discontinued by Send, then Customer agrees that Customer shall not attempt to access the Services through use of a different Wallet, Third-Party Account, member name or otherwise. In the event that Customer violates the immediately preceding sentence, Send reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to Customer.

13. THIRD-PARTY SERVICES

  • 13.1 The Services may contain or in some cases, integrate with the Services, certain Third-Party Services. When Customer click on a link to or access or use a Third-Party Service, Send will not warn Customer that Customer has left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Send. Send is not responsible for any Third-Party Services. Send provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith.
  • 13.2 Customer’s use all links in Third-Party Services at Customer own risk. When Customer leaves the Services, including the Website, this Agreement and the policies no longer govern. Customer should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation Customer feels necessary or appropriate before proceeding with any transaction with any third party.

14. GENERAL PROVISIONS

  • 14.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the exclusive personal jurisdiction and venue in the state and federal courts for Santa Clara County, California for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
  • 14.2 Assignment. The Agreement, and Customer rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without Send’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
  • 14.3 Force Majeure. Send shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, epidemics, pandemics, quarantines, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
  • 14.4 Notice. Customer may give notice to Send at the following address: Send Holdings North America LL., send@send.it, Such notice shall be deemed given when received by Send by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address, or, if by email sent and expressly referencing this Section, within 24 hours of confirmed transmission.
  • 14.5 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  • 14.6 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
  • 14.7 International Users. The Services are controlled and offered by Send from the United States of America. Send makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
  • 14.8 Export Control. Customer may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which Customer obtained the Services, and any other applicable laws.
  • 14.9 Independent Contractors. Customer’s relationship to Send is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Send.
  • 14.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
  • 14.11 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
  • 14.12 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: send@send.it. Send will do its best to address Customer concerns.
  • 14.13 Consumer Complaints. In accordance with California Civil Code §1789.3, Customer may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
  • 14.14 Electronic Communications. For contractual purposes, Customer (a) consents to receive communications from Send in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Send provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Customer’s statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

15. DEFINITIONS

  • 15.1 “Adapter” means a software tool that enables and facilitates the interoperability of a particular DeFi project with the Services. Customer
  • 15.2 “Brand” means, with respect to any Adapter, the trademark, logo, or other indicia of identity of the DeFi project or other third-party entity the interoperability of which is facilitated by such Adapter.
  • 15.3 “Connected Content” means any Content or personal financial data that Customer provides, or a third party provides on Customer’s behalf, to and stores in Customer Wallet.
  • 15.4 “Content” means any information, data, text, software, messages, tags and/or other materials.
  • 15.5 “Digital Asset” means any cryptocurrency, cryptoasset, blockchain-based token, or other digital asset supported by the Services.
  • 15.6 “Ecosystem Partner” means certain supported DeFi applications and projects.
  • 15.7 “Feedback” means any ideas, suggestions, documents, and/or proposals that Customer submit to Send through Discord or otherwise through the Services.
  • 15.8 “Make(s) Available” means to upload, post, e-mail, transmit or otherwise make available through the Services.
  • 15.9 “OSS” or “Open-Source Software” means any software or components thereof subject to “open source” or “free software” licenses.
  • 15.10 “Professional Services” means any implementation, training, consulting, or other professional services provided by Send, as set forth in a statement of work.
  • 15.11 “Registered User” is a user who has a valid Third-Party Account, including without limitation a Wallet, through which the user has connected to the Services.
  • 15.12 “Services” means any products and services made available by Send, including without limitation the Website, Maintenance and Support Services, and any Professional Services.