Terms of Service
These Terms of Service (these "Terms") are a legally binding agreement between the party accepting these Terms as set forth in this paragraph ("you") and Alt Platform, Inc. ("Alt") and apply to Alt's online services, applications, tools, and other technology, including those made available via http://www.alt.xyz and any successor links and associated webpages (the "Site") and those made available via our mobile application (the "App") (collectively, the "Services"). PLEASE READ THESE TERMS CAREFULLY. WHEN YOU CREATE AN ACCOUNT, CHECK A BOX, OR OTHERWISE ACCESS OR USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
BY AGREEING TO THESE TERMS, EXCEPT FOR (A) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 12, (B) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 12, OR (C) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND ALT WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.
Alt may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Services ("Supplemental Terms"). Any Supplemental Terms become part of your agreement with Alt if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.
Alt may make changes to these Terms. If Alt makes changes, Alt may provide you with notice of such changes, such as by sending an email, providing a notice through the Site and/or App, or otherwise. Unless Alt says otherwise in its notice, the amended Terms will be effective immediately, and your continued use of the Services after Alt provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between you and Alt arising prior to the date on which Alt posted the updated Terms incorporating such changes or otherwise notified you of such changes.
1. THE SERVICES
1.1. Right to Use. Subject to your compliance with the terms and conditions of these Terms, Alt grants you a limited, non-exclusive, revocable right to use the Services solely for your internal purposes on a device that you own or control. You may not resell, transfer, assign, or sublicense your rights under these Terms to any third party.
1.2. Third-Party Services. Certain Services or features thereof may rely on, interoperate with, or otherwise utilize or leverage products and/or services provided by third parties (such services, "Third-Party Services" and the providers of such services, "Third-Party Service Providers"). You are solely responsible and liable for complying with all terms, conditions and policies imposed by Third-Party Service Providers on Third-Party Services ("Third-Party Terms"). Alt is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between you and the applicable Third-Party Service Provider(s). Alt does not make any warranties or guarantees with respect to Third-Party Services, including the performance or continued availability of Third-Party Services and Alt may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling you to any refund, credit, or other compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to us. Moreover, the performance of Third-Party Services (and Third-Party Service Providers) is outside Alt's control. ALT WILL NOT BE LIABLE FOR, AND ALT EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR YOUR COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS, EACH OF WHICH ARE YOUR EXCLUSIVE RESPONSIBILITY AND LIABILITY.
1.3. Service-Specific Terms. If you use any of the following Services, then without limiting the terms or conditions of these Terms, you agree to the following additional terms and conditions.
(a) Transactional Services. You may use the Services to effectuate the purchase and sale of trading cards and/or other items ("Assets") from one user (a "Seller") from another user (a "Buyer") (each, a "Transaction"). Transactions may be effectuated in various ways, including, without limitation, (i) sales of Assets from Sellers to Buyers at fixed prices over the Services, (ii) sales of Assets from Sellers to Buyers pursuant to an auction process over the Services, (iii) sales of Assets that occur through Third-Party Services (e.g., eBay or other online platforms) and/or (iv) other sales of Assets from Sellers to Buyers from time to time.
(i) General Terms Applicable to Transactions. The following terms and conditions apply to Transactions, regardless of the type of Transaction.
A. Seller Listings. If you are a Seller, when listing your Assets for purchase in a Transaction, you (1) must ensure that you have timely delivered to us, via the method we disclose to you, all such Assets and provide complete and accurate information about such Assets (including, without limitation, any restrictions or requirements that apply and any other information requested by Alt) and (2) represent and warrant that you have full rights, title and interest in and to such Assets to convey legal and marketable title to the Buyer, without violating any third-party rights (including, without limitation, any intellectual property rights).
B. Buyer Agreement. If you are a Buyer, when offering to purchase Assets in a Transaction (including, without limitation, bids placed in connection with Auctions (as defined below)), you (1) must read the entire Seller listing before placing an offer or entering into a purchase, (2) acknowledge and agree that your offer constitutes a legally binding offer that cannot be revoked unless permitted in writing by Alt and/or the Seller, as applicable and as exercisable in their sole discretion, and (3) agree to pay all applicable Fees (as defined below) in connection with such offer.
C. Authorizations. By making an offer for Assets, agreeing to sell Assets, or otherwise authorizing the sale or purchase of an Asset in a Transaction ("Authorizations"), you assume full responsibility for, and we will not be responsible or liable for any loss or damage arising out of, any and all Authorizations we receive from you (including, without limitation, the authenticity of those Authorizations) and we are entitled to assume that those Authorizations were authentically and correctly submitted by you (whether or not those Authorizations were, in fact, submitted by you or were erroneously submitted by you). We are under no obligation to verify that those Authorizations are, in fact, submitted by you or are otherwise non-erroneous. You must verify all Authorizations prior to submitting Authorizations, as Transactions may not be subject to cancelation or reversal. We reserve the right, in our sole discretion, to refuse to submit any Authorizations to the Transaction Processor(s) (as defined below), limit the submission of any Authorizations, or cancel any pending Authorizations, including, without limitation, for purposes of complying with any applicable laws, rules, or regulations (collectively, "Applicable Laws").
D. Refusals and Limitations on Transactions. We may at any time, and without liability to you, (1) delay submitting, or refuse to submit, any Transaction, (2) impose limits on the amounts of Transactions that can be completed on a daily or periodic basis, (3) terminate, suspend, or limit your use of the Services (including freezing any Property Interests (as defined below) in your account or freezing or closing your account), and/or (4) impose any other conditions or restrictions upon your use of the Services, each without prior notice and for any reason, including, without limitation: (i) in the event of any breach by you of these Terms; (ii) for the purposes of complying with Applicable Laws; (iii) where we suspect that a Transaction you attempt to initiate is potentially connected to any unlawful or suspicious activities (including, without limitation, money laundering, terrorism financing, or fraudulent activities or if there is a suspicion of fraud, diminished capacity, inappropriate activity, or if we receive notice that your ownership of some or all of your Assets are in dispute); or (iv) where your account does not have the requisite funds required to complete a Transaction that you initiate or attempt to initiate.
E. Processing. Transactions are processed by third parties (including, without limitation, applicable payment processors, such as Stripe) ("Transaction Processors"). We are not responsible or liable for processing Transactions, including, without limitation, any partially completed Transactions, delayed Transactions, mistakenly processed Transactions, or unprocessed Transactions, and we make no representations, warranties, or guarantees with respect to any Transaction, including, without limitation, that any Transaction will be timely processed or processed at all. For clarity, Transaction Processors are Third-Party Service Providers, the services offered by Transaction Processors are Third-Party Services, and any terms or conditions you may enter into with Transaction Processors are Third-Party Terms (each as defined in Section 1.2), and the disclaimers, warranties, and other terms set forth in Section 1.2 with respect to the foregoing apply to Transactions processed by Transaction Processors.
F. Alt Neutrality. Although the Services are designed to enable you to engage in Transactions, Alt is not a party to Transactions and does not, except as expressly set forth in these Terms, otherwise participate in Transactions, including, without limitation, not being party to any agreements or other relationships (contractual or otherwise) into which you may enter in connection with such Transactions, which are your sole responsibility. We have no control and do not guarantee the suitability or legality of any Transaction (or any other party to any Transaction), nor do we control or guarantee whether legal title to any Assets can be conveyed or any Transaction can otherwise be effected via the Services. We are not acting as an agent in any capacity for you. You, and not Alt, are solely responsible for evaluating and determining the suitability of a Transaction and any other party thereto, including, without limitation, verifying any information about the other parties thereto, whether the Transaction complies with any Applicable Laws, and negotiating, agreeing to, and entering into the terms and conditions of such Transaction. Without limiting the foregoing, Alt assumes no liability or responsibility for liability or damages associated with or resulting from any Transaction or any party with which you transact over the Services and Alt has no control over and does not guarantee (1) the existence, quality, safety, suitability, or legality of any Assets, (2) the truth or accuracy of any Asset descriptions, (3) the ability of any Seller to transfer or otherwise convey an Asset to any Buyer, (4) the ability of any Buyer to pay for any Asset, or (5) the performance or conduct of any Buyer, Seller, or other user or third party. Alt does not endorse any Buyer, Seller, or Assets and any description of a Buyer, Seller, or Assets, or any other materials, content, or information is not an endorsement, certification or guarantee by Alt of any of the foregoing. ALT IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY TRANSACTIONS OR YOUR INTERACTIONS OR COMMUNICATIONS WITH ANY BUYERS, SELLERS, OR OTHER USERS, OR FOR ANY LOSS, DAMAGE OR HARM OF ANY SORT INCURRED AS THE RESULT OF ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, MONITORING, MEDIATING, OR OTHERWISE ADDRESSING DISPUTES BETWEEN USERS OR BETWEEN USERS AND THIRD PARTIES. YOU PARTICIPATE IN ANY TRANSACTIONS, AND INTERACT WITH AND COMMUNICATE WITH SUCH BUYERS, SELLERS, AND OTHER USERS, AT YOUR OWN RISK
(II) Auctions. Assets can be purchased or sold through auctions on the Site and/or App, pursuant to which (A) Sellers list one or more Assets at an opening price and (B) Buyers are entitled to place bids on such Assets, i.e., binding offers on the price such Buyers are willing to pay for such Assets (each, an "Auction"). In addition to the terms set forth in Section 1.3(a)(i) above that apply to Transactions, the following terms apply to Sellers and Buyers, as applicable.
A. Sellers. You may propose any Assets for inclusion in an Auction and we may accept or reject inclusion of such Assets in our sole discretion. If we agree to include an Asset in an Auction, you cannot remove such Asset from such Auction or otherwise cancel such Auction unless we expressly agree, in our sole discretion, to such removal or cancelation in writing. We may impose additional fees, charges, and/or other amounts if we accept such removal or cancelation request. Upon closure of an Auction, you are required to accept the highest bid placed on the applicable Asset(s) and are legally bound to sell the Asset(s), and otherwise complete the Transaction, at the price of such bid.
B. Buyers. We may require, in our sole discretion, that you submit a deposit, pre-charge authorization, or other pre-payments to place bids on Assets in Auctions, which we may hold or freeze until the Auction closes. Upon closure of an Auction, if your bid for the Asset(s) is the highest bid placed, then you are legally bound to purchase the Asset(s), and otherwise complete the Transaction, at the price of such bid.
(b) Non-Transactional Services. We may, from time to time, provide certain non-transactional services related to your Assets, including, without limitation, (i) Asset storage and authenticity verification services, (ii) Asset pricing services, and/or (iii) other related services.
(i) Asset Storage. We may enable you to store Assets via the Services and verify the authenticity of such Assets. To the extent we enable you to store Assets via the Services, (A) you must timely deliver to us, via the method we disclose to you, all Assets you wish to store ("Stored Assets") and (B) you acknowledge and agree that (1) we make no representations, warranties, or guarantees with respect to the storage or verification of your Stored Assets and (2) except to the extent of any insurance coverage maintained over your Stored Assets (which we may choose to maintain or not maintain in our sole discretion), we disclaim all responsibility and liability for your Stored Assets, including, without limitation, any responsibility or liability for (i) partial or complete loss of your Stored Assets (and the value associated therewith) and/or (ii) that any counterfeits will be detected or that any verification thereof will otherwise be reliable or accurate. Although we may maintain insurance to cover some or all of the value of your Stored Assets, any funds stored are not FDIC-insured.
(ii) Asset Pricing. We may enable you to price your Assets using the Services (such pricing, "Generated Pricing"). We make no representations, warranties, or guarantees with respect to any Generated Pricing and disclaim all responsibility and liability for Generated Pricing, including, without limitation, any responsibility or liability for inaccurate Generated Pricing.
(c) Capital Products. We may, from time to time, provide or facilitate the provision of capital products services, such as (i) lending services, (ii) cash advance services, and/or (iii) other capital products services.
(i) Lending Services. You may obtain loans and/or related services based on the value of your Stored Assets (including, without limitation, Generated Pricing) ("Lending Services"). Although you may obtain Lending Services via the Services, (A) all Lending Services are Third-Party Services, (B) all providers of such Lending Services are Third-Party Service Providers, and (C) all Lending Services are subject to Third-Party Services Agreements (each as defined in Section 1.2) and the disclaimers, warranties, and other terms set forth in Section 1.2 with respect to the foregoing apply to such Lending Services.
(ii) Advance Services. We may offer advances to Sellers based on the projected sale price or appraised value of an Asset in an Auction, which such advances may be issued in the form of an account credit in an amount equal to the percentage of such price or value. We may withhold, withdraw, or require a refund of all or any portion of such amount in our sole discretion, including, without limitation, if (A) the Asset is listed at Auction but does not sell within the Auction window, (B) the applicable Buyer does not make timely payment for the Asset, (C) in connection with a re-evaluation or re-underwriting of the advance (including, without limitation, based on the age of the advance), (D) erroneously-issued advances, or (E) we suspect fraud or misrepresentation in connection with the Transaction.
1.4. Modifications. Notwithstanding anything to the contrary in these Terms, (a) Alt may conduct maintenance on the Services from time to time without prior notice to you and (b) Alt may modify, limit, or entirely eliminate features of the Services from time to time at Alt's sole discretion, including due to limitations imposed on, or the unavailability of, Third-Party Services.
1.5. Security Interest. We retain and you hereby grant us a security interest in and to all Assets and other funds, items, and other property (including, without limitation, personal property) that you store via the Services (collectively, "Property Interests"). You hereby (a) authorize us to execute a UCC-1 financing statement or its equivalent under Applicable Laws and all documents reasonably desirable to perfect and protect such security interest, (b) agree to execute and deliver to us all documents and instruments, and perform all other actions, necessary to perfect such security interest, and (c) irrevocably appoint us and our authorized representatives as your attorney-in-fact, coupled with an interest, to verify and execute all documents and take all other lawfully permitted acts to perfect such security interest. You will not remove any notices or labels contained on your Property Interests evidencing such security interest. You will keep all Property Interests free and clear of any and all mortgages, security interests, pledges, liens, charges, claims or other encumbrances.
1.6. Unclaimed Property. If we hold Property Interests via the Services and have no record of your use of the Services for several years, we may be required, upon passage of applicable time periods, to report these Property Interests as unclaimed property in accordance with the abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice. If you fail to respond within seven business days or as required by law, we may be required to deliver any such Property Interests to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or administrative fee from such unclaimed funds, as permitted by Applicable Laws.
1.7. Additional Remedies for Stolen or Counterfeit Items. If we suspect, determine, or receive notice that any Assets are alleged to have been stolen, counterfeit, or otherwise not lawfully possessed by you, without limiting our other rights or remedies at law, in equity, or under these Terms (each of which we expressly reserve), we may, with or without notice to you, (a) immediately remove the applicable listing, (b) suspend or terminate your account or access to the Services, (c) withhold payments related to the purchase or sale of such Assets, (d) initiate an investigation and cooperate with applicable third parties, including, without limitation, legal authorities and/or the rightful owner, (e) facilitate the return of such Assets to their rightful owner, (f) reclaim and/or repay amounts received to the rightful owner, (g) place an administrative hold on such Assets and/or other Property Interests, and/or (h) take any other action Alt determines necessary or reasonable in its sole discretion. You will reimburse us for all costs and expenses associated with any of the foregoing, including, without limitation, attorneys' fees. ALT WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY ACTIONS TAKEN IN ACCORDANCE WITH THIS PARAGRAPH.
1.8. Disputes. You are solely responsible for your interactions with other parties via the Services, and Alt is not a party to any disputes that may arise between you and another party, nor does Alt have any obligation to mediate or facilitate any resolution. However, Alt reserves the right to monitor and mediate disputes if it believes, in its sole discretion, that it is necessary or desirable to do so. If Alt chooses to exercise this right, then you agree to cooperate with and assist Alt in good faith, and to provide Alt with such information and take such actions as may be requested by Alt, in connection with any disputes or other complaints or claims made by a party relating to Transactions or other aspects of the Services. You will, upon Alt's request, participate in mediation or a similar resolution process with another party, which process will be conducted by Alt or a third party selected by Alt or its insurer. You are entitled to terminate your participation in the mediation or similar resolution process at any time. Your right to take legal action before a court of law remains unaffected.
2. ELIGIBILITY AND ACCOUNTS
2.1. Eligibility. In order to use the Services, you must meet, and you represent and warrant that you do meet, the following criteria: (a) you must not be located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country; and (b) you must not be listed on any United States government list of prohibited or restricted parties. Users under 18 years of age (or the age of legal majority where the user lives) may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to the Services.
2.2. Use on Behalf of Others. If you use the Services on behalf of another person or entity, (a) all references to "you" throughout these Terms (other than in this Section 2.2) will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity's behalf, and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us.
2.3. Accounts.
(a) Registration. You need to register for an account to access our Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You are responsible for all activities that occur in connection with your account. We may accept or reject your account request in our sole discretion, including, without limitation, if you fail to comply with the terms and conditions of Section 2.3(b) below.
(b) Provision of Information. You agree to provide us with the information we request for the purposes of (i) registering and maintaining your account and (ii) otherwise providing the Services, which such information may include, without limitation, information (including personal information) related to identity verification, payment verification, and the detecting of money laundering, terrorist financing, fraud, or any other financial crimes. You permit us to keep a record of such information and represent and warrant that such information (and all other information submitted in connection with the Services, including, without limitation, Your Data (as defined below)) is accurate, complete and truthful. You agree to keep us updated if any of the information you provide changes. We may modify, limit, or entirely eliminate your access to any or all Services as a result of information collected about you. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
(c) Conditions. Your account is subject to the following conditions:
(i) Access. You understand and agree that access to your account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your account to any person without our prior written permission.
(ii) Security. You understand and agree that you are solely responsible for maintaining the security of your account and control over any usernames, passwords, or any other codes that you use to access our Services. Any unauthorized access to your account by third parties could result in the loss or theft of Property Interests and any associated accounts, including your credit or debit card(s). You understand and agree that you will not hold us responsible for managing or maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
(iii) Electronic Communication. You agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid.
3. YOUR OBLIGATIONS
3.1. Restrictions. You agree that the Services contain trade secrets and other valuable proprietary information belonging to Alt. You will not, and will ensure that no third parties: (a) alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof; (b) attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means; (c) seek to acquire any ownership interest in or to the Services; (d) license, offer, sell, transfer, or lease the Services or attempt any of the foregoing; (e) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services; (f) access or use the Services in order to design, develop, or build a similar product or competitive product; (g) enable access to the Services by anyone not authorized to use the Services; (h) develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by Alt; or (i) circumvent or modify any security technologies designed to prevent unauthorized access to the Services. You will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Alt without Alt's express written consent. You will not use any meta-tags or any other "hidden text" utilizing any of Alt's names, trademarks, or service marks without the express written consent of Alt.
3.2. Acceptable Use. You will not use the Services, and will ensure that no third parties use the Services, to: (a) infringe on, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person; (b) engage in any fraudulent, unlawful, or abusive activities; (c) store, send, or post disparaging, defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content, data, or information; (d) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or Alt provision of services to other customers; (e) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services; or (f) upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation. You are solely responsible for obtaining and maintaining, at your expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required to access the Services.
3.3. Additional Representations and Warranties. You additionally represent, warrant and covenant that at all times during your use of the Services, (a) you will comply with all Applicable Laws and (b) you will refrain from any conduct that will or may cause Alt to be non-compliant with Applicable Laws. Without limiting the foregoing, you will not (i) list, sell, purchase, or attempt to list, sell, or purchase any Assets or other items that are counterfeit, stolen, or for which you do not otherwise have legal rights in which to transact, (ii) take any action that manipulates, or is intended to manipulate, the pricing or fair market value of any Assets or other items (including, without limitation, placing any bids to artificially raise prices or enhance market desirability, commonly known as "shill bidding"), or (iii) place offers or bids on any Assets or other items on behalf of others.
4. YOUR DATA
4.1. Ownership. You own and retain all right, title, and interest in and to information, data, content, and/or files transmitted, uploaded, or stored in association with your use of the Services, including personal information ("Your Data"), including all intellectual property rights therein. You acknowledge and agree that you (not Alt) have control over Your Data stored by operation of the Services.
4.2. Use of Your Data. You hereby grant Alt and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Your Data (including, without limitation, providing Your Data to applicable Service Providers and others) to (a) provide, support, monitor, analyze, and improve the Services and improve Alt's other products and services, (b) communicate with you about your account, (c) comply with the law and any legal and regulatory requirements, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (d) prevent fraud or misuse of the Services, (e) perform market research, (f) conduct product research and improvement and development of products and services by Alt, and/or (g) for any other lawful purpose. Alt may expand its use of Your Data in its discretion if not precluded by Applicable Laws. Alt will not be required to transmit or provide you or any third party with Your Data in any format except as required by Applicable Laws.
4.3. Rights in Your Data. You represent and warrant to Alt that you have the rights, licenses, and permissions necessary to grant the license and use rights in Section 4.2 and to otherwise provide Your Data to Alt and allow the collection of Your Data by Alt in connection with your use of the Services. You acknowledge that Alt exercises no control over the content of Your Data. You will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights. Without limiting the generality of the foregoing, you will be solely responsible for: (a) ensuring that you and Alt, to the extent acting on your behalf, have the right to collect, store, use, process, and share Your Data via the Services; and (b) providing adequate notice to, and obtaining any necessary consents from, any individuals as required under Applicable Laws with respect to Your Data collected, stored, used, processed, and shared in connection with the Services.
4.4. Repeat Infringer Policy; Copyright Complaints.
(a) Our Policy. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our "DMCA Policy").
(b) Reporting Claims of Copyright Infringement. If you believe that any content on the Services infringes any copyright that you own or control, you may notify Alt's designated agent (your notification, a "DMCA Notice") as follows:
Designated Agent: Copyright Agent
Address: 2261 Market Street #4109, San Francisco, CA 94114
Email Address: legal@alt.xyz (subject line "DMCA Takedown Request")
Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on the Services is infringing, you may be liable to Alt for certain costs and damages:
5. FEES AND PAYMENTS
5.1. General. You will pay Alt all fees and amounts charged by Alt for use of the Services (collectively, the "Fees") in accordance with this Section 5. Except as expressly set forth in Section 5.2, we may, in our sole discretion and at any time, with or without notice to you, (a) impose additional Fees and/or (b) increase or lower existing Fees. Fees may include, without limitation, (i) amounts charged during any onboarding processes, (ii) amounts charged in connection with any Transaction (such as Seller fees or Buyer premiums), (iii) amounts charged for Subscription Services (as defined below), (iv) amounts charged for Stored Assets, and/or (v) other amounts charged and disclosed to you. You are responsible for any and all taxes applicable to Transactions and it is your responsibility to report and pay such taxes to the proper taxing authority.
5.2.Authorization. You authorize us to maintain your account information and charge your designated payment method in your account (the "Designated Payment Method") as permitted in these Terms and as otherwise disclosed to you, including, without limitation, in connection with Recurring Subscriptions (as defined below) and any other authorizations you have provided to us (including, without limitation, authorizations for automatic account withdrawals). You represent and warrant that you are authorized to use and have Fees charged to your Designated Payment Method.
5.3. Subscriptions. Your use of certain Services may require enrollment in a payment plan involving automatic renewal (such Services, "Subscription Services" and such payment plan, a "Recurring Subscription"). If you use Subscription Services, you authorize us to maintain your account information and charge your Designated Payment Method automatically upon the renewal with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. Your Recurring Subscription will automatically renew unless you cancel it. If we are unable to charge your Designated Payment Method as authorized by you when you enrolled in a Recurring Subscription, we may in our sole discretion (a) bill you for your Subscription Services and suspend your access to such Subscription Services until payment is received or (b) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your Designated Payment Method as authorized by you. You may cancel your subscription by contacting our customer support team at support@alt.xyz. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription Fees already paid to us. Following any cancellation, however, you will continue to have access to the applicable Subscription Services through the end of your current subscription period. We may change the Fees charged for Recurring Subscriptions at any time by posting updated pricing through the Services or otherwise notifying you, but the Fees for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Subscription Services will be charged at the then-current subscription Fees. If you do not agree to these Fee changes, you must cancel your Recurring Subscription at least ten days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current Fee at the time of renewal and for the same duration as the initial subscription term, and we will charge your Designated Payment Method on the first day of the renewal of the subscription term.
5.4. Effect of Non-Payment. If you fail to pay any Fees or other amounts due and owing, Alt may, without limiting its rights or remedies at law, in equity, or under these Terms (each of which Alt expressly reserves), (a) automatically charge your Designated Payment Method, (b) impose interest and/or other finance charges on any outstanding balances up to the maximum rate permitted by Applicable Laws, (c) liquidate your Property Interests, in whole or in part, (d) suspend or terminate your account or your access to the Services, and/or (e) impose additional fees and/or charges, including, without limitation, reinstatement fees if your account or your access to the Services has been suspended or terminated. You will reimburse us for all costs and expenses associated with any of the foregoing, including, without limitation, attorneys' fees and costs of collection.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Ownership by Alt. Subject to the use rights granted under these Terms, as between the parties, Alt owns and retains all right, title, and interest in and to the Services and any improvements, modifications, enhancements, or derivatives of the foregoing, all work product (including any software) and deliverables created, and all intellectual property rights relating to any of the foregoing. These Terms do not convey to you any rights of ownership in or related to the Services, work product, or deliverables. Except for the rights expressly granted in these Terms, no other rights are granted to you in, to, or under Alt's intellectual property rights, whether by implication, estoppel, waiver, or otherwise.
6.2. Usage Data. Notwithstanding anything to the contrary in these Terms, you agree that Alt may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Alt resulting from the use or provision of the Services, including information derived from or based on Your Data ("Usage Data") (a) to perform data analytics, (b) to monitor, improve, and support the Services, (c) to design, develop, and offer Alt products and services, and/or (d) for any other lawful purpose. Alt owns and retains all rights to Usage Data, and no rights are granted to you, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. Alt has no obligation to provide or make any Usage Data available to you.
7. TERM, TERMINATION, AND SUSPENSION
7.1. Term. The term of these Terms commences on your acceptance of these Terms and, unless either party terminates your access to the Services as set forth in this Section 7, continues until your access to the Services terminates or expires.
7.2. Termination for Convenience. You may terminate your access to the Services by notifying Alt in writing or by closing your account. Without limiting Alt's other termination rights in these Terms (which we expressly reserve), Alt may terminate your access to the Services at any time by notifying you in writing (with email notice being sufficient).
7.3. Suspension of Services; Additional Remedies. Without limiting Alt's rights or remedies at law, in equity, or under these Terms (each of which we expressly reserve), you agree that Alt may immediately and without notice to you (a) suspend or close your account, (b) pause or terminate your access to the Services, or (c) take any other action in Alt's sole discretion if (i) we suspect or determine, in our sole discretion, that (A) you have engaged in money laundering, fraud, counterfeiting, or other violations of Applicable Laws, (B) you have breached these Terms, (C) your use of the Services adversely affects or interferes with the normal operation of the Services or any service to others, (D) we are prohibited by an order of a court or other governmental agency from providing the Services, or (E) there exists a security incident that threatens the security of the Services, Your Data, or any data of others or (ii) for any other reason in Alt's sole discretion. ALT WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY ACTIONS TAKEN IN ACCORDANCE WITH THIS PARAGRAPH.
7.4. Effect of Expiration or Termination. Upon any expiration or termination of these Terms, all rights granted to you under these Terms and Alt's obligations will immediately cease, and you will stop accessing or using the Services, except the following provisions will survive: Sections 3.1 (Restrictions), 4.1 (Ownership), 4.2 (Use of Your Data), 5 (Fees), 6 (Intellectual Property Rights), 7.4 (Effect of Expiration or Termination), 8 (Confidentiality), 9 (Indemnification), 10 (Disclaimers and Release), 11 (Limitation of Liability), 12 (Arbitration), and 13 (General Provisions).
8. CONFIDENTIALITY
8.1. Protection. You may be exposed to or receive certain information that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential ("Confidential Information"). You agree that if you are exposed to or receive Confidential Information, you: (a) will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care; (b) will not disclose Confidential Information to any third party; and (c) will not use the Confidential Information for any purpose.
8.2. Injunctive Relief. You expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 8 and that in such event Alt will be entitled to seek and obtain immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
8.3. Feedback. You may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback to Alt regarding Alt and/or the Services ("Feedback"). Feedback, even if designated as "confidential" or "proprietary" by you, will not create any confidentiality or other obligation for Alt, and you hereby assign to Alt all rights (including intellectual property rights), title and interest in and to such Feedback. All Feedback is Confidential Information.
9. INDEMNIFICATION
You will indemnify and hold Alt and its affiliates, and its and their officers, employees, and agents (the "Alt Parties") harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with your access to or use of the Services (including, without limitation, your breach or alleged breach of these Terms) (each, an "Indemnifiable Claim"). Additionally, you will, at Alt's sole election, defend Alt and the other Alt Parties from any Indemnifiable Claims. If Alt directs you to defend an Indemnifiable Claim, then (i) Alt has the right to approve the counsel you select to defend the Indemnifiable Claim and (ii) Alt may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at your expense. Alt may also exclusively retain control of the defense of an Indemnifiable Claim. You will not settle an Indemnifiable Claim without Alt's written consent.
10. DISCLAIMERS AND RELEASE
THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ALT HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY SERVICE PROVIDERS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ALT DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL COMPLY WITH APPLICABLE LAWS (OR THAT YOUR USE OF THE SERVICES WILL COMPLY WITH APPLICABLE LAWS), OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. ALT MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM AND YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE (OR NOT TAKEN OR MADE) AS A RESULT OF YOUR USE OF THE SERVICES OR ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED, OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM, INCLUDING, IN EACH CASE, IN CONNECTION WITH ANY TRANSACTIONS (AS DEFINED HEREIN).
Without limiting the foregoing, you expressly acknowledge and agree that Alt is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any acts or omissions you take in connection with the Services or when using the Services, and that Alt is not a money transmitter nor registered or licensed before any governmental authority, including, without limitation, the U.S. Securities and Exchange Commission. Neither our communications nor any information that we provide to you are intended as, or should or will be considered or construed as, any advice or recommendation, including, without limitation, any advice or recommendation concerning any registered or unregistered commodity, security, or other asset or interest. You represent and warrant that you are not relying on any communication (written or oral) of Alt as advice or recommendation to engage in any Transaction and that Alt has not (a) given any guarantee or representation as to the potential success, return, effect, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of transacting in Transactions or (b) made any representation to you regarding the legality of transacting in Transactions under Applicable Laws.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, YOU RELEASE ALT AND THE OTHER ALT PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, WITHOUT LIMITATION, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES, INCLUDING, WITHOUT LIMITATION, ARISING OUT OF ANY TRANSACTIONS (AS DEFINED HEREIN) AND/OR DISPUTES BETWEEN USERS AND THE ACTS AND OMISSIONS OF THIRD PARTIES.
IF YOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTS UNDER 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."
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL (A) ALT OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES (INCLUDING THESE TERMS), INCLUDING THE USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT ALT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR (B) ALT'S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, $50 OR THE AMOUNT PAID BY YOU TO ALT IN THE LAST THREE (3) MONTHS AND ASSOCIATED WITH THE SERVICES PROVIDED, WHICHEVER IS GREATER. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 11 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.
12. ARBITRATION
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ALT TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH THE PARTIES CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND ALT FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND ALT AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. ALT AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
12.1. Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Alt, that Alt has against you, or that you have or Alt has arising from or relating to these Terms, the Services, or any aspect of the relationship between you and Alt as relates to these Terms, the Services, including any privacy or data security claims (collectively, "Claims," and each a "Claim"), you and Alt agree to attempt to first resolve the Claim informally via the following process:
- If you assert a Claim against Alt, you will first contact Alt by sending a written notice of your Claim ("Claimant Notice”) to Alt by certified mail addressed to 2261 Market Street #4109, San Francisco, CA 94114 or by email to legal@alt.xyz. The Claimant Notice must (a) include your name, residence address, email address, and telephone number, (b) describe the nature and basis of the Claim, and (c) set forth the specific relief sought.
- If Alt asserts a Claim against you, Alt will first contact you by sending a written notice of Alt’s Claim ("Alt Notice"), and each of a Claimant Notice and Alt Notice, a "Notice") to you via email to the primary email address associated with your account. The Alt Notice must (a) include the name of a Alt contact and the contact’s email address and telephone number, (b) describe the nature and basis of the Claim, and (c) set forth the specific relief sought.
- If you and Alt cannot reach an agreement to resolve the Claim within thirty (30) days after you or Alt receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Alt first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
12.2. Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Alt, including any disputes in which you or Alt seek injunctive or other equitable relief for the alleged unlawful use of your or Alt's intellectual property or other infringement of your or Alt’s intellectual property rights ("IP Claims"), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 12.1 will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
12.3. Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules (as defined below), the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
12.4. Arbitration Procedure. All Claims must be submitted to the American Arbitration Association (the "AAA") and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA. The then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA’s website (adr.org) (the "AAA Rules"), as amended by these Terms as follows, will apply to any arbitration between you and Alt:
- YOU AND ALT AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND ALT ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Alt or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
- Any in-person appearances will be held in San Francisco, California.
- You and Alt agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Alt agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
- The arbitrator’s decision will follow these Terms 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 these Terms, 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 these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against Alt for you.
- The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Alt or against you by the same or coordinated counsel or are otherwise coordinated.
- In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Alt understand and agree that when twenty-five (25) or more similar claims are asserted against Alt or you by the same or coordinated counsel or are otherwise coordinated resolution of your or Alt 's Claim might be delayed.
- For such coordinated actions, you and Alt also agree to the following coordinated bellwether process. Counsel for claimants and counsel for Alt shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process.
- A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
- This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
- The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Alt's case is selected for a bellwether process, withdrawn, or otherwise resolved.
- A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Alt or you.
- In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Alt understand and agree that when twenty-five (25) or more similar claims are asserted against Alt or you by the same or coordinated counsel or are otherwise coordinated resolution of your or Alt 's Claim might be delayed.
12.5. One Year to Assert Claims. To the extent permitted by law, any Claim by you or Alt relating in any way to these Terms, the Services, or any aspect of the relationship between you and Alt as relates to these Terms or the Services, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Alt will not have the right to assert the Claim.
12.6. Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing Alt with notice of your decision to opt-out via email at legal@alt.xyz or by certified mail addressed to 2261 Market Street #4109, San Francisco, CA 94114. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13.9.
12.7. Rejection of Future Arbitration Changes. You may reject any change we make to Section 12 (except address changes) by personally signing and sending Alt a notice within 30 days of the change via email at legal@alt.xyz or by certified mail addressed to 2261 Market Street #4109, San Francisco, CA 94114. If you do, the most recent version of Section 12 before the change you rejected will apply.
12.8. Severability. If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 12; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable.
12.9. Disputes Outside the United States. Notwithstanding any terms to the contrary in these Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding these Terms either by following the arbitration procedure detailed above in this Section 12 or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.
13. GENERAL PROVISIONS
13.1. Entire Agreement. These Terms constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If you provide Alt with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect.
13.2. Assignment. You may not assign or transfer these Terms or any of your rights or obligations under it without Alt's prior written consent. Alt may freely assign these Terms, including to its affiliates. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
13.3. Severability. If a court finds any term of these Terms, other than Section 12, to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties’ intent, and the remainder of these Terms will remain in full force and effect.
13.4. Waiver. Either party's delay or failure to exercise any right under these Terms or any law does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.
13.5. Use of Name and Logo. Notwithstanding any terms to the contrary in this Agreement, you consent to Alt's use of your name and logo on Alt's website and on Alt's promotional and marketing related materials, identifying you as a customer of Alt and describing your use of the Services.
13.6. Independent Contractors. Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.
13.7. Force Majeure. Alt is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.
13.8. No Third-Party Beneficiary. Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.
13.9. Governing Law and Venue. These Terms will be governed in all respects in accordance with the laws of the State of California, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 12, you expressly agree that federal and state courts located in San Francisco, California will have exclusive jurisdiction over any action or claim that you bring that arises out of or relating to these Terms. You expressly consent to personal jurisdiction in any such court and hereby irrevocably waive any objection to or claim of lack of jurisdiction or forum non conveniens.
13.10. Notices. By using the Services, you agree (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting Alt's notification rights in the fourth introductory paragraph of these Terms, Alt may issue notices to the email or other address provided by you to Alt, and (d) that such notice will be effective on delivery. Notices to Alt, including termination notices, must be delivered to legal@alt.xyz or by certified mail to 2261 Market Street #4109, San Francisco, CA 94114. Such notice will be effective on receipt.
13.11. Interpretation. The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.
14. ADDITIONAL TERMS APPLICABLE TO MOBILE DEVICES
14.1. Apple. The following terms apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the "iOS App") developed by Apple Inc. ("Apple").
(a) Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. Alt, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service (the "Usage Rules") as of the date you download the App, and in the event of any conflict, the Usage Rules will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.
(b) Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules.
(c) Maintenance and Support. You and Alt acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.
(d) Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Alt. However, Alt has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
(e) Product Claims. You and Alt acknowledge that as between Apple and Alt, Alt, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
(f) Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Alt, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
(g) Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to:
2261 Market Street #4109, San Francisco, CA 94114
legal@alt.xyz
(h) Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Services.
(i) Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
14.2. Google. The following terms apply if you install, access, or use the Services on any device that contains the Android mobile operating system (the "Android App") developed by Google, Inc. ("Google"):
(a) You acknowledge that these Terms are between you and us only, and not with Google.
(b) Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.
(c) Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and content available thereon. Google has no obligation or liability to you with respect to our Android App or these Terms.
(d) Google is a third-party beneficiary to the Terms as they relate to our Android App.