Dolomite Terms of Service
Effective Date: January 14, 2019
These Terms of Service and any terms expressly incorporated herein (“Terms”) apply to any access to, or use of, any services made available by Dolomite (“Dolomite,” “we,” “us,” or “our”) using the website dolomite.io (the “Site”) or our mobile applications, and to any other related services provided by Dolomite (collectively, the “Services”). By clicking on an “I Agree” button or check box presented with these Terms or, if earlier, by accessing or using any Services, you agree to be bound by these Terms.
By accessing and using the Sites, you accept and agree to be legally bound by these terms and conditions. If you do not agree to these Terms, you should not access or use the Sites. In addition, if you are accessing or using the Sites on behalf of a corporate entity, you represent and warrant that you have the right, authority, and capacity to accept these Terms on such entity’s behalf. We encourage you to review the Terms regularly to know about our practices. Dolomite reserves the right to modify, amend, or update these Terms at any time and for any reason. If we make changes, we will let you know by revising the date at the end of the Terms. Any changes we make to these terms will be effective immediately upon posting. Your continued use of the Sites after such posting shall be deemed to constitute acceptance by you of the changes.
RISK DISCLOSURE: BY ACCESSING OR USING ANY DOLOMITE SERVICES YOU ARE VOLUNTARILY CHOOSING TO ENGAGE IN SOPHISTICATED AND RISKY FINANCIAL TRANSACTIONS. YOU ARE FURTHER ACKNOWLEDGING THAT YOU ARE AWARE OF THE MANY RISKS ASSOCIATED WITH THE USE OF THESE SERVICES AND WITH ENGAGING IN TRANSACTIONS IN CRYPTOCURRENCIES, INCLUDING BUT NOT LIMITED TO, RISKS OF FINANCIAL LOSS, TECHNOLOGY GLITCHES (INCLUDING BUT NOT LIMITED TO PROBLEMS WITH THE BLOCKCHAIN TECHNOLOGY), AND HACKING. DOLOMITE WORKS HARD TO PROVIDE STATE-OF-THE-ART SYSTEMS AND SECURITY. NONTHELESS, CERTAIN ISSUES AND RISKS ARE UNAVOIDABLE, AND IF SUCH ISSUES OR PROBLEMS ARISE IN CONNECTION WITH YOUR USE OF DOLOMITE’S SERVICES, INCLUDING TECHNICAL DIFFICULTIES WITH DEPOSITING OR TRADING CRYPTOCURRENCIES, IT MAY TAKE DAYS, WEEKS, OR MONTHS TO RESOLVE, AND SOME ISSUES MAY NOT BE RESOLVED AT ALL. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT DOLOMITE IS NOT RESPONSIBLE FOR THE AFOREMENTIONED RISKS, AND YOU VOLUNTARILY ASSUME AND ACCEPT SUCH RISKS IN DECIDING TO ENGAGE IN CRYPTOCURRENCY TRANSACTIONS ON THE DOLOMITE PLATFORM.
THE ARBITRATION CLAUSE IN SECTION 18 GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
1.1. General Requirements
The Services are intended solely for users who are 18 or older and who satisfy the criteria described in these Terms. You represent and warrant that you: (a) are of legal age to form a binding contract (at least 18 years old in the U.S.); (b) have not previously been suspended or removed from using our Services; (c) are not identified as a “Specially Designated National” by the Office of Foreign Assets Control; (d) are not placed on the U.S. Commerce Department’s Denied Persons List; and (e) have full power and authority to agree to these Terms.
1.2. Restricted Locations
You may not use the Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction that is embargoed by the United States or where your use of the Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where Dolomite has determined, at its discretion, to prohibit use of the Services. Dolomite may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to this Section 2.2. You will comply with this Section 2.2, even if Dolomite’s methods to prevent use of the Services are not effective or can be bypassed.
1.3 Enterprise User
Unless Dolomite has provided prior, written approval to use your account for trading on behalf of a corporation or other legal entity (an “Enterprise User”), you will use the Services and your Dolomite Account (as defined below) only for your own account and not on behalf of, or for the account of, any third party. If Dolomite has approved your account for trading on behalf of an Enterprise User, you will use the Services and your Dolomite Account solely for the account of the specified Enterprise User. If you use any Services on behalf of any Enterprise User, you agree to these Terms on behalf of yourself and any such Enterprise User, and you represent and warrant that you have the authority to bind the Enterprise User to these Terms and that both you and the Enterprise User will be jointly and severally liable under these Terms for any violation of these Terms or any other act or omission by the Enterprise User or by you.
2. DESCRIPTION OF SERVICES
Dolomite provides users a decentralized digital asset trading platform for products commonly known as cryptographic tokens, digital tokens, or cryptographic currencies. Dolomite does not provide fiat-trading capabilities on its platform and as such is not subjected to the stringent regulations that come with it. Dolomite functions as a trading platform provider and is not a buyer or seller in trades made between traders. Dolomite is also not a market maker.
Dolomite strives to maintain the accuracy of information posted on its website however it cannot guarantee the accuracy, suitability, reliability, completeness, performance or fitness for purpose of the content through the website, and will not accept liability for any loss or damage that may arise directly or indirectly from the content. Information on Dolomite website can be subjected to change without notice and is provided for the primary purpose of facilitating users to arrive at independent decisions. Dolomite does not provide investment or advisory advice and will have no liability for the use or interpretation of information as stated in its website or other communication mediums. All users of Dolomite must understand that there are risks involved in trading. Dolomite encourages all users to exercise prudence and trade responsibly within their own means.
While Dolomite emphasizes platform security to ensure the continuity and security of its services (announcements will be made in event of downtime/maintenance), it will be non-accountable to Acts of God, malicious targeted hacking, terrorist attacks, and other unforeseen circumstances. Dolomite reserves the right to cancel, rollback, or block transactions of all type on its platform in event of abnormal transactions. Dolomite will not ask for any password from its users nor ask users to transfer funds that are not listed on its trading platform. Users are encouraged to exercise prudence in dealing with discounts or promotions that could lead to them getting scammed. While the list is non-exhaustive, you agree that Dolomite will not be held responsible for any losses arising from the situations stated above.
By using Dolomite and any of its services, you declare that all information to Dolomite in connection with these Terms are true, accurate and complete.
3.1. Dolomite Account
In order to use any Services, you must create and maintain an account through the Services (“ Dolomite Account ”). To create or maintain your Dolomite Account, or enable functions on your Dolomite Account, you will be required to provide Dolomite with certain information and documentation, including, as applicable, the information and documentation associated with identity verification and other screening procedures described in Section 3.3, below. You will: (a) create a unique password; (b) provide complete and accurate information; (c) promptly update any information you have provided so that the information is complete and accurate at all times; (d) maintain the security of your Dolomite Account by protecting your password from unauthorized access or use; (e) promptly notify Dolomite if you discover or suspect any unauthorized access or use of your Dolomite Account or any security breaches related to your Dolomite Account; and (f) be responsible for all activities that occur under your Dolomite Account, and accept all risks of any authorized or unauthorized access to your Dolomite Account.
3.2 Enhanced Security
Dolomite may offer optional enhanced security features for your Dolomite Account (including, for example, two-factor authentication). Dolomite encourages, but may not require, you to use any such enhanced security features. If you do enable enhanced security features, it is your responsibility to ensure the security of, and your continuous control over, any device or account that may be associated with the enhanced security features.
3.3. Identity Verification
Depending on the functions that you seek to enable on your account and Dolomite’s risk determination, Dolomite may, in its discretion, require identity verification and other screening procedures with respect to you or transactions associated with your Dolomite Account. These verification and screening procedures may include, without limitation, checking the information you provide against the Specially Designated Nationals and Blocked Persons list maintained by the U.S. Office of Foreign Assets Control, the U.S. Department of Commerce Denied Persons list, and any similar list issued by any U.S. governmental authority or any other governmental authority prohibiting or limiting business activities or transactions with any persons. You may be required to provide Dolomite with certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number, photograph of your government-issued ID or other photographic proof of your identity, and information regarding your bank account. You hereby authorize Dolomite, directly or through a third party, to make any inquiries Dolomite considers necessary to verify your identity and/or protect against fraud, including but not limited to: (a) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth); (b) query account information associated with your linked bank account (e.g., name or account balance); and (c) take action Dolomite reasonably deems necessary based on the results of such inquiries and reports. You further authorize any and all third parties to whom such inquiries or requests may be directed to fully respond to such inquiries or requests. Dolomite will have no liability or responsibility for any permanent or temporary inability to access or use any Services, including your inability to withdraw Tokens or execute Trades, as a result of any identity verification or other screening procedures.
3 .4. Responsibility for Account Activities
You will be bound by, and hereby authorize Dolomite to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your Dolomite Account regardless of whether the access is authorized or unauthorized. Upon receipt of written notice from you that the security of your account has been compromised, Dolomite will take reasonable steps to protect your account, including, for example, ceasing to allow actions initiated using any compromised account passwords. But, the first sentence of this section will continue to apply to any other account password, and any substitute password issued to replace the compromised account password.
3.5 Number of Dolomite Accounts
Dolomite may, in its sole discretion, limit the number of Dolomite Accounts that you may hold, maintain, or acquire.
4. RISK DISCLOSURES; ASSUMPTION OF RISKS, RELEASE OF DOLOMITE
Trading cryptocurrency, cryptographic tokens and other digital rights or assets (“ Tokens ”), and use of other Services provided by Dolomite, involves significant risks and potential for financial losses, including without limitation the following:
- The features, functions, characteristics, operation, use and other properties of any Token (“ Token Properties ”) and the software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (“ Underlying Technology ”) used to administer, create, issue, transfer, cancel, use or transact in any Token may be complex, technical or difficult to understand or evaluate.
- Any Token and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the Token or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.
- Any Token, Token Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork,” or “rollback” of a Token or blockchain.
- Any Token may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to Token Properties or failure of the Token to operate as intended.
- Dolomite may suspend or cease to support the transfer, storage or trading of any Token at any time at Dolomite’s discretion. Other exchanges and service providers may do the same.
- Dolomite may suspend or reject your transaction requests, suspend or cease support for Tokens, or suspend or terminate your access to the Services to comply with applicable laws or regulations or an order from law enforcement or other governmental authority, for other reasons as specified in these Terms or otherwise at Dolomite’s discretion.
- Any Token may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Token Properties or perceived value of Token Properties, Attacks, suspension or cessation of support for a Token by Dolomite or other exchanges or service providers, and other factors outside the control of Dolomite.
- Any Token may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action. Government regulation of Tokens is unsettled and rapidly evolving.
- Any Token may be lost if sent to the wrong address (for example but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of Token).
- You may be prevented from sending a transaction request, or your transaction request or email may not be received by Dolomite or the Services, due to hardware, software or services issues (including, without limitation, Internet and other network connectivity issues).
- Your transaction request or email to Dolomite or the Services may be lost, intercepted or altered during transmission.
- Unauthorized third parties may access or use your Dolomite Account and effect transactions without your knowledge or authorization, whether by obtaining the password to your Dolomite Account, obtaining control over another device or account used by you in connection with any enhanced security measures enabled for your account, or by other methods.
The risks described in this Section 4 may result in loss of Tokens, decrease in or loss of all value for Tokens, inability to access or transfer Tokens, inability to trade Tokens, inability to receive financial benefits available to other Token holders, and other financial losses to you. You hereby assume, and agree that Dolomite will have no responsibility or liability for such risks. You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against Dolomite, its Affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein. You waive application of Section 1542 of the Civil Code of the State of California, or any similar statute or law of any other jurisdiction. Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Tokens that you decide to acquire or trade; and (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any Token or trade. You accept the risk of trading Tokens by using the Services, and are responsible for conducting your own independent analysis of the risks specific to the Tokens and the Services. You should not acquire or trade any Tokens unless you have sufficient financial resources and can afford to lose all value of the Tokens.
Dolomite’s decision to support transfer, storage, or trading of any particular Token does not indicate Dolomite’s approval or disapproval of the Token or the integrity, security or operation of the Token or its Underlying Technology. The risks associated with Tokens and trading Tokens apply notwithstanding Dolomite’s decision to support a particular Token. Dolomite does not provide trading advice and does not have any fiduciary duty to you or any other user and does not make any warranty about the suitability of any Token for trading or ownership by you.
6. GENERAL SERVICE TERMS
6.1. Conditions and Restrictions
Dolomite may, at any time and in its sole discretion, refuse any transfer request, Order or other transaction request submitted via the Services, impose limits on the amounts of transfers or Trades that can be completed on a daily or other periodic basis or impose any other conditions or restrictions upon your use of the Services, without prior notice. For example, Dolomite may: (a) limit the number of open Orders that you can establish via the Services; (b) restrict transaction requests from certain locations; or (c) restrict withdrawals or trading if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or if Dolomite receives reasonable notice that your ownership of some or all of the Tokens in your Dolomite Account is in dispute.
6.2. Dispute Resolution
Dolomite reserves the right to resolve issues and disputes at its sole discretion. Some issues include infringement of others’ rights, violation of laws and regulations, abnormal trades, and others not explicitly mentioned in the Terms. Users agree to bear the costs arising from the process of dispute resolution.
6 .2. Accuracy of Information
You must provide any information required by any screen displayed within the Services. You represent and warrant that all information you provide via the Services is accurate and complete in all respects.
6 .3. Compliance with Law; Taxes
You are responsible for complying with all applicable laws related to your trading activities and other use of the Services, including without limitation any reporting obligations and payment of all applicable taxes. You will determine what, if any, taxes apply to the Trades and any other transactions you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. Dolomite is not responsible for determining whether taxes apply to your Trades or for collecting, reporting, withholding, or remitting any taxes arising from any Trades.
6 .6. AML/KYC Compliance
As a registered Money Services Business, Dolomite maintains an internal anti-money laundering and know your customer compliance program (“AML/KYC Program”). The AML/KYC Program is a risk-based program founded on requirements of the Bank Secrecy Act, other anti- money laundering laws and implementing regulations, and guidance promulgated by the Financial Crimes Enforcement Network. This AML/KYC Program may be updated from time- to-time, including the procedures that Dolomite uses to verify its customers’ identities.
6 .8. Unacceptable Use or Conduct
You will not:
- Violate any law, regulation, contract, intellectual property or other third-party right, or commit a tort while using the Services;
- Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
- Engage in any type of market manipulation. Market manipulation activities include, but are not limited to, pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing and layering, regardless of whether it is prohibited by law;
- Use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;
- Use any robot, spider, crawler, scraper, or other automated means or interface not provided by Dolomite to access the Services or to extract data;
- Use or attempt to use another user’s account without authorization;
- Attempt to circumvent any content filtering techniques Dolomite employs, or attempt to access any service or area of the Services that you are not authorized to access;
- Introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material;
- Develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed;
- Provide false, inaccurate, or misleading information;
- Post content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
- Post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or user content designed to deceive or trick the user of the Service;
- Post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- Promote, offer, use or otherwise exploit the Services or use or otherwise exploit any data related thereto in connection with the formation, operation or offering of any index fund or similar product or any data package or similar product or any other derivative product utilizing the Site or the Services; or
- Encourage or induce any third party to engage in any of the activities prohibited under this Section.
6.9. Service Fees
Dolomite reserves the rights to levy service fees on users who use its services. It is in the discretion of Dolomite to adjust the service fees charged to users using its services.
7. ELECTRONIC NOTICES
7.1. Consent to Electronic Delivery
You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that Dolomite provides in connection with this Agreement, your Dolomite Account, or any Services. You agree that Dolomite may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, sending them using an app or other messaging service to your account on the app or messaging service, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data, and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact Dolomite’s Support Team to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below) by filing a support request at dolomite.io/support.
7.2. Hardware and Software Requirements
In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with Dolomite and have sufficient storage space to save past Communications or an installed printer to print them.
7.3. Withdrawal of Consent
You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to our Support Team by filing a support request at dolomite.io/support If you decline or withdraw consent to receive electronic Communications, Dolomite may suspend or terminate your use of the Services.
7.5. Updating Contact Information
It is your responsibility to keep your email address and/or mobile phone number on file with Dolomite up to date so that Dolomite can communicate with you electronically. If Dolomite sends you an electronic Communication but you do not receive it because your email address or
mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Dolomite will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re- routes emails from senders not listed in your email address book, you must add Dolomite to your email address book so that you will be able to receive the Communications Dolomite sends to you. You can update your email address, mobile phone number, or street address at any time by filing a support request at dolomite.io/support. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by Dolomite are returned, Dolomite may deem your account to be inactive, and you may not be able to complete any transaction via our Services until Dolomite receives a valid, working email address or mobile phone number from you.
8. PROPRIETARY RIGHTS
8.1. Ownership of Services
The Services, Site and all technology, content, data and other materials used, displayed or provided or received by you in connection with the Services or Site (“Dolomite Materials”) together with all intellectual property rights in any of the foregoing are, as between you and Dolomite, owned by Dolomite.
You may use the Dolomite Materials solely as authorized by Dolomite in connection with your use of the Services for as long as Dolomite permits you to continue to access the Services. Without limiting the foregoing: you will not (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Site, Services or Dolomite Materials or use the Site, Services or Dolomite Materials in any service bureau environment; (b) modify or create derivative works of the Site, Services or Dolomite Materials, or any portion thereof, or any data or information received by you in connection therewith; (c) frame, display or incorporate the Site, Services or Dolomite Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services or Dolomite Materials; (e) use the Site, Services or Dolomite Materials to design, develop or create any competing product or service; or (f) otherwise use the Site, Services or Dolomite Materials for any commercial or noncommercial purpose other than their intended purposes determined at Dolomite’s discretion. "Dolomite”, any product or service names, logos, and other marks used on the Site or Dolomite Materials, or otherwise in connection with the Services, are trademarks owned by Dolomite or its licensors. You may not copy, imitate or use them without Dolomite's prior written consent.
Dolomite will own any feedback, suggestions, ideas, or other information or materials regarding Dolomite or the Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to Dolomite all right, title and interest to Feedback
together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
8.4. User Content
You hereby grant to Dolomite a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to Dolomite using the Services or submit or post to the Site and that is not Feedback owned by Dolomite (the “ User Content ”). You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licenses in these Terms, and (b) the User Content and use by Dolomite of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. Dolomite may remove any User Content from the Site for any reason at Dolomite’s discretion.
9. THIRD-PARTY CONTENT
In using the Services, you may view content provided by third parties (“ Third-Party Content ”). Dolomite does not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third‑Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. Dolomite is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
10. DISLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE, THE SERVICES, THE DOLOMITE MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF DOLOMITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND DOLOMITE EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, DOLOMITE DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR DOLOMITE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOUR USER DATA MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, VIRUSES OR OTHER HARMFUL MATERIALS, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES. THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION WHERE YOU RESIDE.
You will defend, indemnify, and hold harmless Dolomite, its Affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “ Indemnified Parties ”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, the Services; (b) any Feedback or User Content you provide; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Dolomite (or, at Dolomite’s discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Dolomite wishes to settle, and if so, on what terms.
12. DISLAIMER OF DAMAGES
IN NO EVENT WILL DOLOMITE, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, THE DOLOMITE MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF DOLOMITE, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF DOLOMITE), EVEN IF DOLOMITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. LIMITATION OF LIABILITY
IN NO EVENT WILL THE LIABILITY OF DOLOMITE, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH SITE, THE SERVICES, THE DOLOMITE MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF DOLOMITE, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF DOLOMITE) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO DOLOMITE UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
13. DISPUTE RESOLUTION; ARBITRATION; WAIVER OF CLASS ACTION
With the exception only of disputes related to the enforcement or validity of Dolomite’s intellectual property rights, all disputes, controversies or claims arising out of or relating to these Terms or the Services, will be resolved through confidential binding arbitration held in Seattle, Washington in accordance with the Streamlined Arbitration Rules and Procedures (" Rules ") of the Judicial Arbitration and Mediation Services (" JAMS "), which are available on the JAMS website and hereby incorporated by reference. You acknowledge and agree that you have read and understand the rules of JAMS or waived your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
You agree that by using the Services you are engaging in sophisticated transactions. You further agree that (i) you have the necessary knowledge and experience as to be capable of evaluating the merits, risks and suitability of your use of the Services, (ii) you are able to bear the risk of your use of the Services, and (iii) you have a full understanding of all of the terms, conditions and risks of your use of the Services and you are willingly assuming those terms, conditions and risks. You further agree that using the Dolomite services is not an ordinary or essential consumer transaction or service. Each of you and Dolomite disclaims the applicability of any and all JAMS Consumer Rules, including but not limited to, the JAMS Consumer Minimum Standards of Procedural Fairness. By agreeing to these Terms of Service you are agreeing that (1) any rules, laws, or regulations governing “consumer” arbitrations are inapplicable, (2) arbitration of any dispute arising out of or relating to your use of the Services will be in Seattle, Washington, and (3) you specifically waive any right to arbitrate in any other location, including your hometown.
You agree that any dispute arising out of or related to these Terms or the Services is personal to you and Dolomite and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You agree that these Terms involve matters affecting interstate commerce and that the enforceability of this Section 18 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the " FAA "), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, 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; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and 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. You agree that for any arbitration, the party filing the claim will pay the filing fee and the parties will split the remaining JAMS fees and costs. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. Otherwise, you and Dolomite agree that the state or federal courts in XXX have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
WITH RESPECT TO DISPUTES SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION 18, BOTH YOU AND DOLOMITE ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) THOSE DISPUTES IN COURT BEFORE A JUDGE OR JURY.
14. GOVERNING LAW
The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of State of XXX, without regard to conflict of law rules or principles (whether of XXX or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that Dolomite may initiate a proceeding related to the enforcement or validity of Dolomite’s intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the federal and state courts located in XXX County, XXX will have exclusive jurisdiction. You waive any objection to venue in any such courts.
If you violate any of these Terms, Dolomite may, as it determines reasonably necessary to remedy or mitigate your violation, delete all or part of such information transmitted by you, suspend or cancel your account, or confiscate Tokens owned by you without any prior notice to you. Dolomite shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by Dolomite pursuant to this paragraph. Any right or remedy of Dolomite set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under statute, at law or in equity.
15.2. Dolomite Affiliates and Contractors
An “Affiliate” is, with respect to a legal entity, another legal entity that controls, is under common control with, or is controlled by the first legal entity. The Site and any Services may be operated or provided by Dolomite, its Affiliates, or their respective contractors. To the extent
that an Affiliate of Dolomite, or contractor of Dolomite or an Affiliate of Dolomite, is operating or providing any Services, the Affiliate or contractor’s provision of such Services will be under terms identical to these Terms substituting the Affiliate or contractor’s name wherever Dolomite’s name occurs in these Terms.
Dolomite’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
15.5. Force Majeure
Dolomite will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of Dolomite, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. Dolomite may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
15.8 Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Sites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
15.9 Entire Agreement
These Terms constitute the entire agreement between you and Dolomite regarding your use of the Sites, superseding any prior version of these Terms between you and Dolomite with respect to the Sites. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect.
15.10 Notice for California Users
If you are a California resident, you may have these Terms mailed to you electronically by sending an email to email@example.com with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.