Terms of Service

Your Privacy

For more information regarding our collection, use and disclosure of personal data and certain other data, please see our Privacy Policy (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of Personal Data and other data as outlined therein. The Privacy Policy is hereby incorporated by reference into these Terms of Service.

Changes to Terms

We reserve the right to change the Terms at any time. All changes are effective immediately when we post them. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you

Intellectual Property Rights

The Sites and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Neither these Terms (nor your access to the Sites) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except as indicated otherwise.

Access to the Sites

You may only access or use the Site or accept the Terms if you are an individual of legal age (at least 18) to form a binding contract. If you are agreeing to the Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to the Terms on that organization’s or entity’s behalf and bind them to the Terms (in which case, the references to “you” and “your” in the Terms, except for in this sentence and in the paragraph directly above, refer to that organization or entity).

For the avoidance of doubt, you will comply with all applicable sanctions laws, regulations and rules, including but not limited to, those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and any other applicable jurisdictions. The Sites may not be used: (i) in the Crimea region of Ukraine, Cuba, Iran, North Korea, or Syria; (ii) by or for the specific benefit of any individual or entity on the Specially Designated Nationals and Blocked Persons (“SDN”) List maintained by OFAC, (iii) any entity 50% or more owned in the aggregate by any such SDN(s); or (v) for any other use requiring a license or other governmental approval. If Labs determines that you have breached your obligation under this section, we shall block your access to the Service and any interests in property as required by law, if continued Service could result in Labs being in violation, or subject to negative consequences, under the Sanctions Rules.

License

Subject to these Terms, you are hereby granted a non-transferable, non-exclusive, revocable, limited license to use and access the Site and the Services solely for your own personal, non-commercial use, subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Sites; and (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Sites. All copyright and other proprietary notices on the Sites (or on any content displayed on the Sites) must be retained on all copies thereof.

Prohibited Uses

You may use the Sites only for lawful purposes and in accordance with these Terms. You agree not to use the Sites:

• in any way that violates any applicable federal, state, local, or international law or regulation, including, without limitation, any applicable sanctions laws, export control laws, securities laws, anti-money laundering laws, privacy laws;
• use any device, software or routine that interferes with the proper working of any Site;
• attempt to probe, scan or test the vulnerability of Citrea or otherwise seek to interfere with or compromise the integrity, security, or proper functioning of Citrea;
• attempt to interfere with the proper working of the Sites, or interfere with, damage, or disrupt any parts of the Sites, the server(s) on which the Sites is stored, or any server, computer or database connected to the Sites;
• further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
• encourage or enable any other individual to do any of the foregoing.

If Labs determines that you have breached your obligation under this section, we shall block your access to the Service and any interests in property as required by law. If you are blocked by Labs from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Indemnification

To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless Labs, as well as its affiliates and service providers, and each of their respective past, present and future officers, directors, members, employees, consultants, representatives and agents, and each of their respective successors and assigns (the “Indemnified Parties”) from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use of the Site; (b) your violation of these Terms or applicable law; (c) your violation of the rights of a third party; and (d) your negligence or willful misconduct. You agree to promptly notify us of any third party Claims and cooperate with the Indemnified Parties in defending such Claims. You further agree that the Indemnified Parties shall have the right to control the defense or settlement of any third party Claims as they relate to us, if it so chooses.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE LABS PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE LABS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (E) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE CITREA; (F) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH CITREA; (G) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH CITREA OR (H) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE LABS PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID LABS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Dispute Resolution

Please read carefully the following arbitration agreement (this “Arbitration Agreement”). It requires you to arbitrate disputes with us and limits the manner in Federal Rule of Civil Procedure 11which you can seek relief from us.

Applicability of this Arbitration Agreement

You agree that any dispute, claim, or request for relief relating in any way to the Terms or to any aspect of your relationship with us, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims or seek relief in small claims court if your claims qualify, and (ii) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the Terms or any prior version of the Terms.

Arbitration rules and forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to [email protected]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require us to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, we will pay the remaining filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in ). The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before JAMS, the arbitrator, or a court of competent jurisdiction.

Authority of arbitrator

The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement, and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, provided that the arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

Waiver of jury trial

YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

You and we are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in this Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of class or other non-individualized relief

ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the courts of the Cayman Island. All other disputes, claims, or requests for relief shall be arbitrated.

30-day right to opt out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to [email protected] within 30 days after you first access the Service. Your notice must include your name and address, the Web3 wallet address used to connect to the Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, (i) all other parts of this Arbitration Agreement will continue to apply to you, and (ii) we will not be bound by this Arbitration Agreement. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability

Except as provided in this Agreement (Waiver of class or other non-individualized relief), if any part or parts of this Arbitration Agreement are held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such specific part or parts shall be eliminated or limited to the minimum extent such that the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement

This Arbitration Agreement will survive the termination of your relationship with us.

Modification

Notwithstanding any provision in the Terms to the contrary, we agree that if we make any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing us at [email protected] and expressly opting out of this Arbitration Agreement.

Governing Law

These Terms are governed by and will be construed under the laws of the Cayman Islands, excluding its body of law controlling conflict of laws. You agree that the Sites shall be deemed to be based solely in the Cayman Islands, and that although the Sites may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the Cayman Islands. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that any judicial proceeding will be brought in the courts located in the Cayman Islands.

Conflict of Provisions

In the event that there exists a conflict between any term, condition or provision contained within these Terms, and in any term, condition, or provision contained within any other specific part or feature, the term, condition, or provision contained in such specific part or feature will control.

Severability

Without limiting Severability in Arbitration Agreement,, if any part or parts of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such part or parts shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.