Terms Of Use
ThinEdgeLabs, LLC
Effective Date: November 1st, 2022
ThinEdgeLabs, LLC. (“ThinEdgeLabs,” “we,” “us,” or “our”) is a software development company focused on utilizing decentralized technologies such as the Kadena blockchain. ThinEdgeLabs hosts a top level domain website, www.thinedgelabs.org, that serves information regarding ThinEdgeLabs and our Offerings, as defined below, as well as sub-domains for our products or services (the top level domain with the sub-domains collectively referred to as the “Site”), which include text, images, audio, code and other materials or third party information.
ThinEdgeLabs makes available to certain users certain software services, including ThinEdgeLabs’s unhosted wallet application named “Linx Wallet” (the "Wallet" or the "App"). The Wallet enables users to store locally on their own devices, tokens, cryptocurrencies and other crypto or blockchain-based digital assets (collectively, "Digital Assets"); link to decentralized applications, including, without limitation, decentralized exchanges (collectively "Dapp(s)"); from the App user interface, swap assets on a peer-to-peer basis; view addresses and information that are part of digital asset networks and broadcast transactions; and additional functionality as may be added to the App from time to time (collectively the "Services").
These Terms of Service (these "Terms" or this "Agreement") (i) contain the terms and conditions that govern your access to and use of the Site and Services and (ii) constitute a legally binding agreement between us and you and/or the entity you represent ("you", "your" or "user").
You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 13 for definitions of certain capitalized terms used in this Agreement.
In addition, you represent to us that you and your financial institutions, or any party that owns or controls you or your financial institutions, are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States.
The Offerings.
Generally.
You may access and use the Offerings in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Offerings.
Offerings and Access.
ThinEdgeLabs offers a number of products and services, each an “Offering”, under the ThinEdgeLabs brand or brands owned by us. These include Linx Wallet and others. Offerings are generally accessed through the Site or through a third party provider of which we approved, such as the Google Play or Apple App Store, unless otherwise agreed in writing. Some Offerings may require you to create an account, enter a valid form of payment, and select a paid plan (a “Paid Plan”), or initiate an Order.
Third-Party Content.
In certain Offerings, Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.
Third-Party Offerings.
When you use our Offerings, you may also be using the products or services of one or more third parties. Your use of these third party offerings may be subject to the separate policies, terms of use, and fees of these third parties.
Changes to Terms or Services.
We may modify the Terms at any time at our sole discretion. If we do so, we'll notify you either by posting the modified Terms on the Site, by providing you a notice through the App, or through other methods of communication which we deem reasonable. It's important that you review the Terms whenever we modify them, because, if you continue to use the Site or Services after we have modified the Terms, you are agreeing to be legally bound, and to abide by the modified Terms.
If you don't agree to be bound by the modified Terms, then you may not use the Site or Services. Because our Services are evolving over time we may change or discontinue all or any part of the Site or Services, at any time and without notice, in our sole and absolute discretion.
Your Responsibilities.
Your Accounts.
For those Offerings that require an account, and except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or other End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated by third parties.
Your Security and Backup.
You are solely responsible for properly configuring and using the Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and/or Your Content in a manner that will provide appropriate security and protection, which might include use of encryption. This includes your obligation under this Agreement to record and securely maintain any passwords or backup security phrases (i.e. “seed” phrases) that relate to your use of the Offerings. You acknowledge that you will not share with us nor any other third party any password or backup/seed phrase that relates to your use of the Offerings, and that we will not be held responsible if you do share any such phrase or password.
Log-In Credentials and API Authentication.
To the extent we provide you with log-in credentials and API authentication generated by the Offerings, such log-in credentials and API authentication are for your use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your password or private key to your agents and subcontractors performing work on your behalf.
Applicability to ThinEdgeLabs Offerings.
For the avoidance of doubt, the terms of this Section 3 are applicable to all Offerings, including Linx Wallet and any accounts you create through Linx Wallet with Third Party Offerings, such as decentralized applications, or blockchain-based accounts themselves.
Acceptable Use
As a condition to using the Site and/or Services, you agree not to use the Site or Services in ways that:
Violate, misappropriate, or infringe the rights of ThinEdgeLabs, our users, or others, including privacy, publicity, intellectual property, or other rights;
Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive, or that instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes;
Involve falsehoods, misrepresentations, or misleading statements, including impersonating someone;
Involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party to protect the Services or Content;
Disguise your location through IP proxying or other methods;
Interfere with, or attempt to interfere with, the access to the Services of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Circumvent any content-filtering techniques, security measures or access controls that ThinEdgeLabs employs on the Site or the Services in any manner;
Could interfere with, disrupt, negatively affect or inhibit other users from enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Site or Services;
Violate any applicable law or regulation, including, without limitation any applicable anti-money laundering and anti-terrorism financing laws and sanctions programs, including, without limitation, the Bank Secrecy Act and those enforced by the U.S. Department of Treasury's Office of Foreign Assets Controls and any other Export Control Laws;
Encourage or enable any other individual to do any of the foregoing.
By using the Site or Services, you further represent, warrant and covenant that:
Any Digital Assets you transfer via the Services have been legally obtained by, and belong to, you;
You will not provide any false, inaccurate or misleading information while using the Site or Services, or engage in any activity that operates to defraud ThinEdgeLabs, other users of the Services, or any other person or entity;
You will not use the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such assets; and
You will pay all fees necessary for interacting with the Kadena blockchain, or any other network with which the Services are compatible, including "gas" costs, as well as all fees charged by us for your use of the Services.
Although we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.
You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not download the App or use the Services if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (ii) you intend to supply any Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.
Fees.
Offering Fees.
If your use of an Offering does not require an Order or Paid Plan but software licensing fees are charged contemporaneously with your use of the Offering, those fees will be charged as described on the Site or in the user interface of the Offering. Such fees may be calculated by combining a fee charged by us and a fee charged by a Third Party Offering that provides certain functionality related to the Offering. For those Offerings which entail an Order or Paid Plan, we calculate and bill fees and charges according to your Order or Paid Plan. For such Offerings, on the first day of each billing period, you will pay us the applicable fees (the “Base Fees”) and any applicable taxes based on the Offerings in the Paid Plan. In addition, we may, for particular Orders, issue an invoice to you for all charges above the applicable threshold for your Paid Plan which constitute overage fees for the previous billing period. If you make any other changes to the Offerings during a billing period (e.g. upgrading or downgrading your Paid Plan), we will apply any additional charges or credits to the next billing period. We may bill you more frequently for fees accrued at our discretion upon notice to you. You will pay all fees in U.S. dollars unless the particular Offering specifies a different form of payment or otherwise agreed to in writing. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Offering or new feature of an Offering will be effective when we use commercially reasonable efforts to communicate updated fees and charges through our Site or other public channels or, if you are on a Paid Plan, upon commercially reasonable efforts to notify you, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Offerings you are using by using commercially reasonable efforts to notify users of the Offerings through our Site or other public channels or, if you are on a Paid Plan, by giving you at least 30 days’ prior notice. Unless otherwise specified in an Order, if you are on a Paid Plan, all amounts due under this Agreement are payable within thirty (30) days following receipt of your invoice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
Taxes.
Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.
Feedback
We welcome feedback, comments, ideas, and suggestions for improvements to the Site and Services ( "Feedback" ). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon or improvements with respect to and otherwise exploit and commercialize the Feedback and any such derivative works and improvements in any manner and for any purpose.
Termination
We may terminate this Agreement and/or your access to and use of the Site and Services, in our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of this Agreement, the Services or your Account, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use of and/or access to the App, Site, Services and Content in any way whatsoever;
No Professional Advice or Fiduciary Duties
All information provided in connection with your access and use of the Site and Services should not and may not be construed as professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Site or in the Services, or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets and videos. Before you make any financial, legal or other decisions involving the Services or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).
Indemnity
You will indemnify, defend and hold harmless ThinEdgeLabs and its affiliates and its and their respective officers, directors, employees, agents and representatives (the "ThinEdgeLabs Parties"), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, relating to or in any way connected with (i) your access to or use of the Site, Services or Content, (ii) your User Content, (iii) Third Party Services, or (iv) your violation of these Terms.
Limitation of Liability
THE THINEDGELABS PARTIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, THE APP OR THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THINEDGELABS HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THINEDGELABS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE APP, SITE OR SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE THINEDGELABS PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
Acknowledgment of Certain Risks;
Other Disclaimers;
Release of Claims
By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Assets. You further understand that the markets for these Digital Assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Kadena are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire, including through a third-party exchange, may lose some or all of their value and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the Site or Services.
The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of ThinEdgeLabs to continue to make its proprietary software, and thus, could impede or limit your ability to continue to use the Services.
You understand and acknowledge that cryptography is a progressing field with advances in code cracking and other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update ThinEdgeLabs-developed smart contracts related to the Services to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not reflect a binding commitment and does not in any way guarantee or otherwise ensure full security of the Services.
You understand that the Kadena blockchain (and all other networks with which the Services may be compatible) remains under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the Kadena blockchain is variable and may increase at any time, thereby impacting any activities taking place on the Kadena blockchain, which may result in price fluctuations or increased prices for using the Services.
You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Site or Services. This warning and others ThinEdgeLabs provides in these Terms in no way evidence or represent any on-going duty to alert you of the potential risks of utilizing the Services or accessing the Site.
Although we intend to provide accurate and timely information on the Site and during your use of the Services, that intention does not reflect a binding commitment, and the Site and other information available when using the Services may not be accurate, complete, error-free or current. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it in any manner, and all decisions based on such information contained on the Site or made available through the Services are your sole and absolute responsibility. No representation of any kind or nature is made as to the accuracy, completeness or appropriateness for any particular purpose of any pricing or other information distributed via the Site or Services. Pricing information may be higher or lower than prices available on platforms providing similar services.
Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.
Use of the Services, in particular for trading Digital Assets, may carry financial risk. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss in trading Digital Assets can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing Digital Asset transactions.
ThinEdgeLabs is a developer of software. ThinEdgeLabs does not operate a Digital Asset exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning your transactions using the Services. All transactions between users of ThinEdgeLabs-developed software are executed peer-to-peer directly between the users' Kadena (or other network) addresses through smart contracts. You are responsible for complying with all laws that may be applicable to or govern your use of the Services, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission ("CFTC"), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC") and all foreign applicable laws.
You understand that ThinEdgeLabs is not registered or licensed by the CFTC, SEC, or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the ThinEdgeLabs-developed software. The Site and the ThinEdgeLabs-developed software do not constitute advice or a recommendation concerning any commodity, security, or other Digital Asset or instrument. ThinEdgeLabs is not acting as an investment adviser or commodity trading adviser to any person or entity.
You expressly agree that you assume all risks in connection with your access and use of the Site and Services and your interaction therewith. You further expressly waive and release the ThinEdgeLabs Parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Site and Services and your interaction therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Dispute Resolution
Mandatory Arbitration
PLEASE READ THIS "MANDATORY ARBITRATION" PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND THINEDGELABS, SUBJECT TO THE TERMS AND OPT-OUT OPTION SET FORTH BELOW.
You and ThinEdgeLabs agree that any and all past, present and future disputes, claims, or causes of action arising out of or relating to your use of any of the Site or the Services, this Agreement, or any other controversies or disputes between you and ThinEdgeLabs (including, without limitation, disputes regarding the effectiveness, scope, validity or enforceability of this agreement to arbitrate) (collectively, "Dispute(s)"), shall be determined by arbitration, unless (A) your Country of Residence does not allow this arbitration agreement; (B) you opt out as provided below; or (C) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and ThinEdgeLabs further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction.
"Country of Residence" for purposes of this agreement to arbitrate means the country in which you hold citizenship or legal permanent residence, as well as any country from which you regularly access and use the ThinEdgeLabs Services. If more than one country meets that definition for you, then your country of citizenship or legal permanent residence shall be your Country of Residence, and if you have more than one country of citizenship or legal permanent residence, it shall be the country with which you most closely are associated by permanent or most frequent residence.
ThinEdgeLabs wants to address your concerns without the need for a formal legal dispute. Before filing a claim against ThinEdgeLabs, you agree to try to resolve the Dispute informally by contacting ThinEdgeLabs at [email protected] to notify ThinEdgeLabs of the actual or potential Dispute. Similarly, ThinEdgeLabs will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") the name of User, the Notifying Party's contact information for any communications relating to such Dispute (including for the Notifying Party's legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.
We both agree to arbitrate (unless you opt out as described below). You and ThinEdgeLabs each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under "Exceptions to Agreement To Arbitrate" below.
If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to ThinEdgeLabs at [email protected] within thirty (30) days of first accepting this Agreement. You must date the written notice, and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with ThinEdgeLabs through arbitration. If no written notice is submitted by the 30-day deadline, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from using the ThinEdgeLabs Service, but you and ThinEdgeLabs will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
You and ThinEdgeLabs agree that the American Arbitration Association ("_ AAA ") will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought ("AAA Rules"). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you hereunder in an individual lawsuit. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other ThinEdgeLabs users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
You and ThinEdgeLabs further agree that the arbitration will be held in the English language in Austin, Texas, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If ThinEdgeLabs elects arbitration, ThinEdgeLabs shall pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, ThinEdgeLabs will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator(s) finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided herein or required by law.
You and ThinEdgeLabs agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor ThinEdgeLabs may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against ThinEdgeLabs will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR THINEDGELABS SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.
Notwithstanding your and ThinEdgeLabs’s agreement to arbitrate Disputes, either you or ThinEdgeLabs retain the following rights:
You and ThinEdgeLabs retain the right (A) to bring an individual action in small claims process in the courts of your Country of Residence; and (B) to seek provisional relief in aid of arbitration in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. Further, this agreement to arbitrate does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your Country of Residence; you shall retain any such rights and this agreement to arbitrate shall be construed accordingly.
Except as otherwise required by applicable law or provided in this Agreement, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and ThinEdgeLabs agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Texas, United States. Both you and ThinEdgeLabs consent to venue and personal jurisdiction there; provided that either party may seek provisional relief in aid of arbitration to enforce its intellectual property rights as provided above or bring an action to confirm an arbitral award in any court having jurisdiction.
This agreement to arbitrate shall survive the termination or expiration of this Agreement. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of this Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.
General Terms
These Terms (including the Privacy Policy) constitute the entire and exclusive understanding and agreement between ThinEdgeLabs and you regarding the Site, Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between ThinEdgeLabs and you regarding the Site, Services and Content. Except as provided above with respect to the provisions hereof pertaining to Collective Arbitration, if any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed as provided above or by a court of competent jurisdiction) that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void and of no force or effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your Account and/or your use of the Services.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ThinEdgeLabs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.
Contact Information
If you have any questions about these Terms or the Services, please contact us at [email protected]