Last Updated: 2/26/2018
Your use or access of the Site (as defined below) constitutes your consent to this Agreement, so please read these Terms of Service (the “Terms”) carefully.
By accessing or using the Site, you agree to be bound by this Agreement and affirm that you are of legal age to enter into this Agreement where you live and have the legal capacity to enter into this Agreement.
If you are an individual accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Site and to any such Organization.
This Agreement contains a mandatory arbitration provision (unless you opt-out as set forth in section 19 below) that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions or class arbitrations of any kind.
- Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Your clicking or tapping any button or box marked “Accept,” “Agree” or “OK” (or a similar term) in connection with this Agreement, or your access or use of the Site, in each case following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users. We reserve the right to introduce new features or functionality for which the payment of fees may be required.
- Jurisdictional Issues. The Site may not be appropriate or available for use in your jurisdiction. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Rules of Conduct. In connection with the Site, you must not:
- Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
- Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware, scareware, malware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
- Use the Site for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.
- Harvest or collect information about users of the Site.
- Use the Site to transmit through or in connection with the Site, any spam, chain letters or other unsolicited communications.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site (including any content available thereby); or violate any requirement, procedure or policy of such servers or networks.
- Restrict or inhibit any other person from using the Site.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without Company’s express prior written consent.
- Reverse engineer, decompile or disassemble any portion of the Site, except to the extent such restriction is expressly prohibited by applicable law.
- Remove any copyright, trademark or other proprietary rights notice from the Site.
- Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Company’s express prior written consent.
- Systematically download and store Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content (including Submissions), or reproduce or circumvent the navigational structure or presentation of the Site, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the Site’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
- You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed for you to use the Site (including any applicable device data transmission charges).
- Resources; Third Party Resources. The Site may make available information, data, materials, services, functionality or other resources (collectively, “Resources”), as well as references and links to such Resources. Resources may be made available by Company or by third parties, and may be made available for any purpose, including for general information purposes. We make no representations as to the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of any or all of the Resources and the Site, or any intellectual property rights therein. Resources are subject to change at any time without notice. To the fullest extent permitted under applicable law, we disclaim all liability and responsibility arising from any reliance placed on any Resources by you or any other user of the Site, or by anyone who may be informed of the content of any Resources. We neither control nor endorse, nor have any obligation to monitor Resources made available by third parties (“Third Party Resources”), and we may block or disable access to any Third Party Resources (in whole or part) through the Site at any time. Certain Third Party Resources may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by Company with respect to any Third Party Resources. In addition, the availability of any Third Party Resources through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Resources, nor does such availability create any legal relationship between you and any such provider.
- Your use of Third Party Resources is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Resources (such as terms of service or privacy policies of the providers of such Third Party Resources).
Transactions. Our Site assists you in sharing information with
third parties regarding your interest in exchanging certain blockchain-based
assets (“Tokens”) for other Tokens (such information, “Transaction Information”)
in order to facilitate the purchase or sale of Tokens through third party
platforms (any such purchase or sale of Tokens based on the Transaction
Information, a “Transaction”). By submitting Transaction Information
through the Site, you grant to us the right to provide the Transaction
Information to users of the Site and other third parties. We do not guarantee
the identity of any provider or receiver of Transaction Information,
or the accuracy, validity, timeliness, completeness, reliability, integrity,
quality, legality, usefulness or safety of Transaction Information or
any Transaction. Further, by sharing Transaction Information through
the Site, you represent and warrant that:
- The Tokens exchanged in a Transaction will be used only in a lawful manner.
- In connection with a Transaction, you will only sell legally-obtained Tokens that belong to you.
- You will maintain an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider in connection with any Transaction.
- You will not engage in, further, perform, undertake, aid or abet in any unlawful activity (including but not limited to illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data or the financing of terrorism, intellectual property infringement, or violent or abusive activities) (“Prohibited Activity”) through the Transactions or use of the Site. We reserve the right to refuse to publish, post or otherwise make available any Transaction Information if we suspect that the applicable Transactions relate to or have a high risk of relating to a Prohibited Activity, or if we believe the Transaction Information is erroneous.
- You will obey all applicable laws in connection with Transactions.
- You are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services. You are not and have not been placed on the “Specially Designated Nationals and Blocked Persons List” by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury.
- You are not and have not been placed on the “Denied Persons List” by the Bureau of Industry and Security of the United States Department of Commerce.
- You will not use the Site if the laws of your country prohibit you from doing so in accordance with this Agreement.
- You agree to pay all Fees (as described at https://dexdex.io/faq, and defined in the smart contract(s) specified at https://dexdex.io/contract) and other amounts incurred by you or on your behalf through the Site, at the prices in effect when such charges are incurred. In addition, you are responsible for any taxes applicable to your Transactions.
- You acknowledge and agree that we have no control over, or liability for, the delivery, quality, safety, legality or other aspect of any Tokens that you may purchase or sell to or from a third party, and that we are not responsible for ensuring that a buyer or seller with whom you transact actually completes the Transaction or is authorized to do so. If you experience a problem with any Tokens purchased from or sold to a third party through a Transaction, you bear the entire risk.
- Your Submissions and Feedback. Certain Site functionality may provide you with the ability to make available certain Resources through or in connection with the Site (each such Resource, “Your Submission”). If you choose to make any of your personally identifiable or other information publicly available through the Site, you do so at your own risk. You retain ownership of Your Submissions, but you grant to us an unrestricted and fully paid up license (with right to sublicense) to use and otherwise exploit Your Submissions, in any format or media now known or later developed, in connection with our business activities related to the Site (including promotional purposes, such as testimonials).
- In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed Your Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.
- You represent and warrant that (a) you have all rights necessary to grant the licenses granted in this section; (b) Your Submissions are complete and accurate; and (c) Your Submissions and your provision thereof to us (whether through and in connection with the Site or otherwise) are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party (including any intellectual property, publicity or privacy rights). You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding Your Submissions that you may have under any applicable law under any legal theory.
- Monitoring. We may (but have no obligation to) monitor, moderate and/or analyze your use of the Site, and monitor, moderate, analyze, alter and/or remove Resources before or after they appear on the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
- Your Limited Rights. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the Site, you may view and use any portion of the Site to which we provide you access under this Agreement, solely in accordance with the functionality that we make available to you, solely for your personal, non-commercial use.
- Company’s Proprietary Rights. As between you and us, we and our licensors own the Site, which is protected by proprietary rights and laws. All trade names, trademarks, service marks, logos and copyrightable works available through the Site are the property of their respective owners and nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks, logos or copyrightable works without the express prior written consent of the owner. Our trade names, trademarks and service marks include “Dexdex” and any associated logos. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion.
- Risks. Use of the Site and participation in Transactions may carry financial risk. You acknowledge and agree that you are aware of such risks, including the following:
- Trading Tokens can be very risky. Tokens are, by their nature, highly experimental, risky, volatile and Transactions are generally irreversible. All Transactions are final and there are no refunds. You acknowledge and agree that you will access and use the Site and participate in Transactions at your own risk. The risk of loss in trading Tokens can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources.
- Understanding Tokens and Transactions may require advanced technical knowledge. Tokens are often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer science in order to appreciate the inherent risks of trading Tokens. Any reference to a type of Token on the Site does not indicate our approval or disapproval of the underlying technology regarding such type of Token, and should not be used as a substitute for your own understanding of the risks specific to each type of Token. We make no warranty as to the suitability of the Tokens referenced on the Site and assume no fiduciary duty in our relations with you.
- You accept the risk of trading Tokens. Dexdex does not advise on trading risk. In entering into any Transaction, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of the Transaction and the underlying Tokens. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any Transaction or any underlying Token. You accept all consequences of participating in Transactions, including the risk that you may lose access to your Tokens indefinitely. All Transaction decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with Transactions. Under no circumstances will the operation of all or any portion of the Site be deemed to create a relationship that includes the provision or tendering of investment advice.
- You are responsible for complying with applicable law. You agree that we are not responsible for determining whether or which laws may apply to your Transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of the Site and participation in any Transaction.
- You are aware of and accept the risk of operational challenges. The Site may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Site. You agree to accept the risk of a Transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any Viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available Virus screening and prevention software.
- Dexdex must comply with applicable law. We comply with all legal requests for information, and reserve the right to provide information, including Transaction Information, to law enforcement personnel and other third parties to answer inquiries, to respond to legal process, to respond to the order of a court of competent jurisdiction and those exercising the court’s authority and to protect the Company and our users.
- Operation of Underlying Protocols. We do not own or control the underlying software protocols that govern the operation of Tokens referenced on the Site. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By accessing or using the Site, you acknowledge and agree (i) that we are not responsible for operation of the underlying protocols and that we make no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Token referenced on the Site. In the event of a fork, you agree that we may temporarily suspend our operations (with or without advance notice to you) and that we may, in our sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that we assume absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
- Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the Site, Resources (including any Third Party Resources) and Transaction Information are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties and conditions of any kind, whether express, implied or statutory; and (b) Company disclaims all warranties and conditions with respect to the Site, any Resources (including any Third Party Resources) and Transaction Information, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and its affiliates and their respective owners, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers, and their respective successors and assigns (collectively, the “Company Parties”).
- We do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. Accordingly, you should verify all information on the Site before relying on it, and all decisions (including Transactions) based on information contained on the Site are your sole responsibility and we will have no liability for such decisions. If you become aware of any inaccuracies or unauthorized alterations to the Site, contact us at [email protected] with a description of such inaccuracy or alteration and its location on the Site.
- We will not be liable for: (x) any inaccuracy, error, delay in or omission of (1) any information, including Transaction Information or (2) the transmission or delivery of information, including Transaction Information, and (y) any loss or damage arising from any event beyond our reasonable control, including but not limited to: flood, extraordinary weather conditions, earthquake, other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure or equipment or software malfunction.
- Limitation of Liability. To the fullest extent permitted under applicable law: (a) no Company Party will be liable for any direct, indirect, incidental, consequential, special, exemplary or punitive damages of any kind arising out of or in connection with the Site or this Agreement, under any contract, tort (including negligence), strict liability or other theory, including damages for diminution of value, loss of tokens, loss of profits, loss of revenue, loss of business, work stoppage, loss of use or data, loss of goodwill, loss of other intangibles, loss of security of Your Submissions (including unauthorized interception by third parties of any of Your Submissions), computer failure or malfunction, or other loss (collectively, “Losses”), even if advised in advance of the possibility of such losses; (b) without limiting the foregoing, no Company Party will be liable for damages of any kind resulting from your use of or inability to use the Site or from any Resources (including any Third Party Resources), including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Site or any Resources (including any Third Party Resources) is to stop using the Site; and (d) the maximum aggregate liability of all Company Parties, collectively, for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will be equal to the lesser of (i) the total amount, if any, paid by you in Fees to Company under this Agreement during the six (6)-month period immediately prior to the date of the event giving rise to the last cause of action to arise hereunder; and (ii) 50 Euros (€50). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and the each of the other Company Parties.
- You hereby release the Company Parties from liability for any and all Losses arising out of or in connection with the Site or this Agreement. Further, if you have a dispute with one or more third parties in connection with a Transaction, you hereby release the Company Parties from liability for any and all Losses in connection with such disputes.
- Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
- Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless each Company Party from and against all claims, liabilities, Losses, costs, expenses and fees (including attorneys’ fees and expenses) arising out of or relating to (a) your use of, or activities in connection with, the Site (including Your Submissions); or (b) any breach or alleged breach of any of the provisions of this Agreement by you.
- Termination. This Agreement is effective until terminated. Company may terminate this Agreement or suspend your right to use the Site at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or have engaged in any Prohibited Activity. Upon any such termination or suspension, your right to use the Site will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete Your Submissions and all associated materials, without any obligation to provide any further access to such materials. The preamble and Sections 2, 3, 5, 8-9 and 11-23 will survive any termination of this Agreement.
- Governing Law; Arbitration; Class Action Waiver. This Agreement, your use of (including any access to) the Site and all related matters are governed solely by, and construed solely in accordance with, the laws of the United States (including federal arbitration law) and the State of Delaware, U.S.A., without regard to its principles of conflicts of law that would cause the application of the laws of any other jurisdiction, and regardless of your location. Except for disputes that qualify for small claims court, or to the extent this provision is expressly prohibited by law, all disputes arising out of or related to this Agreement, your use of (including any access to) the Site (including all Transactions) and all related matters, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Company and you are each waiving the right to trial by a jury to the maximum extent permitted by applicable law. You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class arbitration or class action. If you do not want to be bound by this arbitration provision, you may opt out. In order to opt out of this arbitration provision, you must notify us in writing that you do not want to resolve disputes with us by arbitration, and such notice should be delivered by email to [email protected], within 30 days of the earlier of (a) the date you first access or use the Site; and (b) the date you click or tap any button or box marked “accept,” “agree” or “ok” (or a similar term) in connection with this Agreement. The arbitration will be administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (currently available at https://www.adr.org/aaa/ShowProperty?nodeId=/UCM/ADRSTAGE2021425&revision=latestreleased), as amended by this Agreement. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if applicable law allows, they can seek relief against us for you. If you opt-out of arbitration pursuant to the terms above, then the following jurisdiction and venue provision shall apply: All disputes arising out of or related to this TOS for which arbitration does not apply will be subject to the exclusive jurisdiction and venue of the Delaware state courts (or, if there is exclusive federal jurisdiction, the United States District Court for the State of Delaware), and the parties consent to the personal and exclusive jurisdiction of these courts.
- Parental Control Protections. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparisonofcontent-controlsoftwareand_providers. Please note that Company does not endorse any of the products or services listed on such site.
- Information or Complaints. If you have a question or complaint regarding the Site, please send an e-mail to [email protected] Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.
- Export Controls. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
- Miscellaneous. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision or portion thereof of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision or portion thereof will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without consent or other restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by any other reasonable means. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.