Halliday Terms of Service
Last revised on June 4, 2025
Welcome to the Terms of Service (these "Terms") for the website, https://www.halliday.xyz (the "Website") and any related web or mobile applications or services (the "App") operated on behalf of Halliday International Inc., a Delaware Corporation ("Company", "we" or "us"). The Website and any related content, tools, applications, programs, orchestration, front end, messaging, features, and functionality offered on or through our Website and the App are collectively referred to as the "Services".
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of these Terms, “User”, "you" and "your" means you as the user of the Services. If you use the Services on behalf of a company, organization or other entity then "you" includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.
Section 10 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us related to the Services through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) to waive your right to participate in class actions, class arbitrations, or representative actions in connection with your use of the Services. You have the right to opt-out of arbitration as explained in Section 10.
TABLE OF CONTENTS
OVERVIEW OF SERVICES AND ELIGIBILITY TO USE THE SERVICES
USER PROFILES AND WALLETS
PURCHASES VIA THE SERVICES AND AUTHENTICITY
PRIVACY POLICY
RIGHTS WE GRANT YOU
OWNERSHIP AND CONTENT
THIRD PARTY SERVICES AND MATERIALS
DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
ASSUMPTION OF RISKS
ARBITRATION AND CLASS ACTION WAIVER
ADDITIONAL PROVISIONS
1. OVERVIEW OF SERVICES AND ELIGIBILITY TO USE THE SERVICES
1.1 User Wallet.
(a) The Services may enable you to create a non-custodial digital wallet ("User Wallet"). The User Wallet may be created as part of your use of certain applications or platforms of third parties ("Third Party Apps") or the Services. Through the User Wallet, you may be able to (i) store, view, and transact in digital assets compatible with the User Wallet, (ii) link to Third Party Apps, (iii) view addresses and information that are part of digital asset networks and broadcast transactions, and (iv) access and use certain other functionality as may be added from time to time, among other present or future functions.
(b) The User retains full ownership, control, and any other property rights in the User Wallet.
(c) User Wallets are intended solely for use with certain blockchains and digital assets. You should not attempt to use the User Wallet to store, send, request, or receive any assets other than those that are supported. You acknowledge and agree that we are not responsible or liable to you for any loss, including those incurred by you. We are not responsible for any losses due to your errors or actions, including relating to an incorrectly constructed transaction resulting in the transfer of a digital asset or export of your private keys to the wrong wallet or your use or attempted use of a User Wallet with any non-supported blockchain or non-supported digital asset. Transfers, transactions and other interactions between the User Wallet and Third Party Wallet (as defined below) may be facilitated by one or more smart contracts. You acknowledge the risk of smart contracts and agree to be bound by the outcome of any smart contract operation that you initiate or that we initiate at your direction. We accept no liability or responsibility for any of your activities related to the User Wallets, including for any loss, data corruption, or other negative impact that may occur to your digital assets or wallets.
1.2 Third Party On-Ramp. The Services may facilitate a user's access to a third party's service to convert fiat currency to cryptocurrency ("Third Party On-Ramp Services"). You agree that your use of any such Third Party On-Ramp Services is governed by the terms and conditions of the applicable provider of such Third party On-Ramp Services. Third Party On-Ramp Services are not provided or controlled by us. You acknowledge and agree that we make no representations with respect to your use of any Third Party On-Ramp Services, and your use thereof is entirely at your own risk.
1.3 Fees. The Company may charge or pass through fees for some or part of the Services, including transaction or processing fees, blockchain gas or similar network fees ("Fees"). Although we will attempt to provide accurate Fee information, any such information reflects our estimate of fees, which may vary from the fees actually paid to use the Services and interact with the applicable blockchain with which the Services are compatible. We are not responsible for any fees charged by a third party.
1.4 Eligibility. You must be at least 18 years of age or older and not be a Prohibited Person to use the Services. Children under the age of 18 are not permitted to use the Services. A "Prohibited Person" is any person or entity that is (a) listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List, (b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as “terrorist supporting”, or (c) owned or controlled by such persons or entities listed in (a)-(b). By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in any prohibited activities provided herein.
1.5 Updates. We may make any improvement, modifications or updates to the Services, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (the "Updates") from time to time. Your continued access and use of the Services are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us.
2. USER PROFILES AND WALLETS
2.1 Creating your Profile. To use certain part of the Services, you may need to create a profile at a third party ("Profile") and/or connect your User Wallet or a third-party electronic wallets ("Third Party Wallet" and together with the User Wallet, "Wallets") to your Profile. You are solely responsible for any activity on your Wallet or Profile. We are not liable for any acts or omissions by you in connection with your Wallet or Profile. Your Wallet address may only be linked with one Profile.
2.2 Profile Information. You agree to provide accurate, complete and updated information, as required.
2.3 Wallet. Certain transactions conducted via the Services will require you to connect your Wallets to the Services. You are solely responsible for keeping your Wallet and any private keys necessary to decrypt your Wallet secure and you should never share your Wallet seed phrase or private keys with anyone else via the Services. We have no ability to help you access or recover your private keys for your Wallet, so please keep them in a safe place. By using Third Party Wallets to conduct such transactions via the Services, you agree that you are governed by the terms of service and privacy policy for the applicable Third Party Wallets, and that Company has no liability or responsibility to you in any way arising from your use of such Third Party Wallets, including for any security failures or other errors or failures of such Third Party Wallets.
3. PURCHASES VIA THE SERVICES AND AUTHENTICITY
3.1 Purchases. The Services may permit you to purchase and sell digital assets, and certain other products or services ("Offerings"). All purchases of Offerings via the Services are non-refundable unless specified by the applicable seller of the Offering. When you purchase Offerings, you agree to pay the applicable price, and all processing fees, network fees (including gas fees) and handling charges and all applicable taxes in connection with your purchase. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. In certain cases, your transaction may not be successful due to an error with the blockchain or the Wallet. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions.
4. PRIVACY POLICY
4.1 Privacy Policy. For an explanation of our privacy practices, please visit our Privacy Policy located at www.halliday.xyz/legal/privacy-policy.
5. RIGHTS WE GRANT YOU
5.1 Right to Use Services. We hereby permit you to use the Services, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to execute and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Such license is in addition and subject to the terms of any open source license we may make available for use of any of our software that we make available on an open source basis. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Company, in its sole discretion, may elect to take.
5.2 Rights Acquired via a Purchase of NFTs. Unless otherwise specified by the seller of an NFT in writing, the baseline rule under most applicable intellectual property laws is that your purchase of an NFT does not automatically give you the right to publicly display, perform, distribute, sell or otherwise reproduce the NFT or its related content for any commercial purpose. Any commercial exploitation of the NFT or its related content could subject you to claims of copyright infringement. If you sell an NFT, you agree that you will not have any claims against Company for any breach of these Terms by a purchaser, including if they make commercial use of the related content in breach of these Terms.
5.3 Restrictions on Your Use of the Services. You may not do any of the following in connection with your use of the Services:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
(d) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services or facilitated automated transactions on the Services;
(e) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
(f) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, profiles registered to other users, or the computer systems or networks connected to the Services;
(g) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
(h) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, "mines," scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
(i) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
(j) use the Services for illegal, harassing, unethical, or disruptive purposes;
(k) violate any applicable law or regulation in connection with your access to or use of the Services; or
(l) access or use the Services in any way not expressly permitted by these Terms.
5.4 Beta Offerings. From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services ("Beta Offerings") as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an "as is" basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.
6. OWNERSHIP AND CONTENT
6.1 Ownership of the Services. The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works. We do not own or claim any ownership interest in any digital assets listed for sale by other users of the Services or by third parties who partnered with us (as applicable), except as otherwise specified herein .
6.2 Ownership of Trademarks. Names, logos, product and service names, designs and slogans that appear on the Services that are not related to Company are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
6.3 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
6.4 Removal of Content. We have the unilateral right, but not the obligation, to remove or refuse to post any content, including if we believe that the content violates these Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Company or its users.
7. THIRD PARTY SERVICES AND MATERIALS
7.1 Use of Third Party Materials in the Services. Certain Services may display, include or make available services, Third Party Apps, content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party websites. You agree that your access and use of such Third Party Services and Materials is governed by the terms and conditions of such Third Party Services and Materials. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Services and Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third Party Services and Materials or third-party websites, or for any other materials, products, or services of third parties. You irrevocably waive any claim against us with respect to such Third Party Services and Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Third Party Services and Materials, or your reliance on the privacy practices, data security processes or other policies of such Third Party Services and Materials. Third Party Services and Materials and links to other websites are provided solely as a convenience to you.
8. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
8.1 Disclaimers.
(a) Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the "Company Entities") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES FOR ANY PARTICULAR PURPOSE, NON- INFRINGEMENT OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) the authenticity, legitimacy, accuracy, or safety of any NFTs or related content, (c) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (d) the operation or compatibility with any other application or any particular system or device, including any wallets; (e) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; (f) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services; and (g) the Services will protect your assets from theft, hacking, cyber attack or other form of loss or devaluation caused by third-party conduct. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
8.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.3 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content, or (e) your negligence or willful misconduct.
9. ASSUMPTION OF RISKS
You accept and acknowledge:
9.1 The prices of digital assets or NFTs are extremely volatile and subjective and certain blockchain assets may have no inherent or intrinsic value. Any economic benefit that may be derived from appreciation in the value of digital assets or NFTs is incidental to obtaining it for its collectible purpose.
9.2 There are risks associated with purchasing and holding digital assets, NFTs, and using blockchain technology. These including, but are not limited to, risk of losing access to digital assets or NFTs due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, risks of delayed or stalled transactions, and volatility risks.
9.3 Cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by a bank nor (ii) insured by the FDIC or by any other governmental organization.
9.4 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, and the risk that third parties may obtain unauthorized access to your Wallet. You accept and acknowledge that Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using any blockchain network, however caused.
9.5 There are inherent risks associated with using or interacting with public blockchains and blockchain technology. The Company assumes no responsibility for the operation of the underlying protocols and does not guarantee the functionality or security of the blockchain network functionalities. There is no guarantee that such technology will be unavailable or subject to errors, hacking or other security risks. To the extent permitted by law, we will not be liable or responsible to you for any failure in the intended function of any applicable blockchain, smart contracts, or any bugs, viruses, exploits, logic gaps, or malicious code which may be incorporated into any such smart contracts, or which could be used to commit fraud or otherwise cause harm. Underlying blockchain protocols may also be subject to sudden changes in operating rules, including forks, and it is your responsibility to make yourself aware of upcoming operating changes.
9.6 Smart contracts execute automatically when certain conditions are met. You are responsible for ensuring that any details entered you enter in connection with a transaction using any smart contracts are accurate and complete. We are not responsible for any losses due to your errors, including an incorrectly constructed transaction.
9.7 The regulatory regime governing blockchain technologies, cryptocurrencies, tokens, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Services and therefore the potential utility or value of your digital assets or NFTs. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks, or the gas or other transaction validation fees charged through such blockchain network, may have unintended, adverse effects on all blockchains, including any that are related to your digital assets or NFTs.
10. ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
10.1 Informal Process First. You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
10.2 Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to your use of the Company’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein. You and the Company agree that any Claim will be settled by final and binding arbitration, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or conditions precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. You have a right to have the arbitration conducted via telephone, or as an in-person hearing in your hometown area (if you live in the United States) or another location that is reasonably convenient to you. Any arbitration will be conducted in the English language. For users located within the United States, the seat of the arbitration shall be New York, New York. For users located outside of the United States, parties shall further agree upon the seat of arbitration. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.
10.3 Waiver of Class Actions and Class Arbitrations. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.
IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
10.4 Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
10.5 Opt-Out. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in these Terms by sending written notice of your decision to the e-mail address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms (or if this Section 10 is amended hereafter, within 30 days of such amendment being effective), otherwise you shall be bound to arbitrate disputes in accordance with these Terms, and the notice must specify your name and mailing address. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
10.6 Exceptions. Notwithstanding anything in these Terms to the contrary, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (a) disputes or claims within the jurisdiction of a “small claims” court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding, (b) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief), or (c) intellectual property disputes.
11. ADDITIONAL PROVISIONS
11.1 Updating These Terms. We may modify these Terms from time to time, in our sole discretion It is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
11.2 Termination of License and Your Profile. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Profile and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Profile for any suspected breach of these Terms by you, you are prohibited from creating a new Profile for the Services by connecting to a different Wallet. In the event of Profile deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. The Company shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company's other rights or remedies at law or in equity.
11.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
11.4 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 10, or if arbitration does not apply, then the state and federal courts located in the State of California. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
11.5 How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at info@halliday.xyz.
