Last Updated: September 24, 2018,
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 13, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND TLON ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 13.)
Overview.; Eligibility. The Site provides information about the Urbit network, as well as our company, products and services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or otherwise have consent from a parent or guardian who is at least 18 years old; and (b) you have not previously been suspended or removed from the Site.
Use of the Site. Subject to your complete and ongoing compliance with these Terms, Tlon grants you, solely for your personal use, non-exclusive, non-transferable, non-sublicensable, revocable permission to access and use the Site. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Site or any Materials (defined in Section 4 below); (b) make modifications to the Site or any Materials; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, you may not use it.
Information You Submit. Do not submit any information or other materials that you consider confidential or proprietary through the Site, except to the extent that such information has been specifically requested by Tlon. If you choose to provide input or suggestions regarding us, our products or services, or problems with or proposed modifications or improvements to the Site ('Feedback'), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant Tlon a perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.
Ownership; Proprietary Rights. The Site is owned and operated by Tlon. The visual interfaces, graphics, design, compilation, information, data, computer code, and all other elements of the Site ('Materials') provided by Tlon are protected by intellectual property and other laws. As between us, all Materials included in the Site are the property of Tlon or its third party licensors. Except as expressly authorized by Tlon, you may not make use of the Materials. Tlon reserves all rights to the Materials not granted expressly in these Terms.
Third Party Sites. The Site may contain links to third party websites. Linked websites are not under Tlon's control, and Tlon is not responsible for their content.
Prohibited Conduct. BY USING THE SITE YOU AGREE NOT TO, AND AGREE NOT TO PERMIT OR ASSIST ANY OTHER PERSON TO: (a) use the Site for any illegal purpose or in violation of any applicable law; (b) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right; (c) interfere with security-related features of the Site, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise discovering the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law, or to the extent that Tlon has made such source code has been made available to the public; or (d) interfere with the operation of the Site, including by interfering with or disrupting any network, equipment, or server connected to or used to provide the Site.
Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Modifications are effective upon publication. Except as expressly permitted in this Section 7, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
Term and Termination. These Terms are effective beginning when you accept the Terms or first access or use the Site, and terminate as described below in this Section 8. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, Tlon may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site and (b) Sections 3, 4, 8, 10, 11, 12, and 14 will survive.
Modification of the Site. Tlon reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. Tlon will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Tlon and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the 'Tlon Entities') from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with your use or misuse of the Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Disclaimers; No Warranties
THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED 'AS IS' AND ON AN 'AS AVAILABLE' BASIS, AND TLON HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TLON DOES NOT WARRANT THAT THE SITE OR ANY FUNCTIONALITY OR FEATURES OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND TLON DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR TLON ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE TLON ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS.
THE DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE STATED IN SECTION 13 BELOW, (A) IN NO EVENT WILL THE TLON ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY TLON ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE, AND (B) THE AGGREGATE LIABILITY OF THE TLON ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $10.
THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Dispute Resolution and Arbitration
13.1 Generally. In the interest of resolving disputes between you and Tlon in the most expedient and cost effective manner, and except as described in Section 13.2, you and Tlon agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND TLON ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
13.2 Exceptions. Despite the provisions of Section 13.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
13.3 Arbitrator. Any arbitration between you and Tlon will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ('AAA') under its Consumer Arbitration Rules (collectively, 'AAA Rules') as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Tlon. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
13.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ('Notice of Arbitration'). Tlon's address for Notice is: Tlon Corporation, 548 Market St #56196, San Francisco, CA 94104. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ('Demand'). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Tlon may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Tlon must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Tlon in settlement of the dispute prior to the award, Tlon will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
13.5 Fees. If you commence arbitration in accordance with these Terms, Tlon will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, CA but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. 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 AAA Rules. In that case, you agree to reimburse Tlon for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 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.
13.6 No Class Actions. YOU AND TLON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Tlon agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
13.7 Modifications to this Arbitration Provision. If Tlon makes any future change to this arbitration provision, other than a change to Tlon's address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Tlon's address for Notice of Arbitration, in which case your account with Tlon will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
13.8 Enforceability. If Section 13.6 is found to be unenforceable or if the entirety of this Section 10 is found to be unenforceable, then the entirety of this Section 10 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14 will govern any action arising out of or related to these Terms.
Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site (the 'Additional Terms'). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
General Terms. These Terms, including the Privacy Policies and any Additional Terms, are the entire and exclusive understanding and agreement between you and Tlon regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word 'including' means 'including but not limited to'. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Tlon submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Site from our offices in California, and we make no representation that Materials included in the Site are appropriate or available for use in other locations. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.