Terms of Use
Last updated: April 17, 2026
1. INTRODUCTION.
Please read this Terms of Use Agreement ("Terms of Use") carefully. These Terms of Use govern your access to and use of the "dm.fun" mobile application ("App"), the website located at http://dm.fun/ and any other website operated by Matrica Labs, Inc. ("Matrica", "we", "us", or "our"), and any related websites, subdomains, or applications that link to these Terms of Use and are operated by Matrica (collectively, the "Website"), including certain information and services enabled through the Website and/or the App (each including the Website and App, a "Service" and, collectively, the "Services").
BY USING ANY SERVICES, CREATING AN ACCOUNT, CONNECTING A DIGITAL WALLET TO THE WEBSITE, BROWSING THE WEBSITE, AND/OR DOWNLOADING, ACCESSING, USING, OR INTERACTING WITH AN APP, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MATRICA, (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY (WHETHER OR NOT SUCH ENTITY IS REGISTERED OR INCORPORATED UNDER THE LAWS OF ANY JURISDICTION) YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS OF USE; AND (4) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
MATRICA IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER MATRICA NOR OUR SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, OR LEGAL ADVICE. MATRICA PROVIDES SOFTWARE THAT ALLOWS YOU TO MANAGE YOUR SELF-CUSTODIED DIGITAL WALLETS AND OTHERWISE WRITE TRANSACTIONS THAT MAY BE EXECUTED ON THIRD-PARTY BLOCKCHAINS AND OTHER THIRD-PARTY SERVICES (DEFINED BELOW) AND RELATED ADMINISTRATIVE SERVICES. BEFORE MAKING LEGAL, FINANCIAL, OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL.
YOU AGREE THAT YOU, AND NOT MATRICA, ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES, AND ANY ACTIONS YOU TAKE IN CONNECTION WITH ANY DIGITAL ASSETS (DEFINED BELOW) (INCLUDING WITHOUT LIMITATION ANY MARKETING OR OTHER COMMUNICATIONS WITH RESPECT TO SUCH DIGITAL ASSETS) COMPLIES WITH APPLICABLE LAW.
SECTION 16 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND MATRICA. AMONG OTHER THINGS, SECTION 16 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 16 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 16 CAREFULLY. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 16: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in these Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. These Terms of Use and any applicable Supplemental Terms are referred to herein as the "Agreement."
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY MATRICA IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Matrica will make a new copy of these Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the "Last Updated" date at the top of these Terms of Use. If we make any material changes, we may notify you by email or by notification through the Services or through our social media channels. Any changes to the Agreement will be effective immediately for new users of the Website and/or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users (defined below). Matrica may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
2. DESCRIPTION OF THE SERVICES.
The Services include the Website, App, and Services enabled thereby, as further defined and described below. There are important risks and limitations associated with the use of the Services as described below and elsewhere in these Terms of Use. Please read them carefully.
- The Services. Matrica's Services include a proprietary online platform ("Platform") enabled through the App, and supported documentation made available therewith, that allows users of the App ("Users") to create or join online communities of Users (each, a "Community", and collectively, "Communities"), create and post Content (defined below) for discussion, connect to and transact through a compatible third-party digital wallet (such as Privy) (each, a "Digital Wallet"), and acquire, trade, sell, swap, or dispose of cryptocurrency and other digital assets ("Digital Assets"). Users may be able to use the Services to visualize certain Digital Assets that are associated with a User's Digital Wallet (collectively, "User Assets") and write transactions to be executed by such Digital Wallet on third-party distributed ledgers compatible with the Services (each, a "Supported Blockchain") in accordance with the technological and contractual parameters of such Supported Blockchain (the applicable "Blockchain Rules"). User Asset visualizations may include graphs, projections, and other information about your User Assets (collectively, "User Asset Information").
- Open Source Software. You acknowledge and agree that the Service may use, incorporate or link to certain software made available under an "open-source" or "free" license ("OSS" or "OSS License", as applicable), and that your use of the Service is subject to, and you agree to comply with, any applicable OSS Licenses. Each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS.
- Communities. Communities are made available through the Services, and all User activity on or in connection with such Communities is subject to this Agreement and any membership eligibility criteria or other supplemental terms applicable to a Community ("Community Guidelines").
- Communities Determine Community Guidelines. When you join or otherwise participate in any Community, you acknowledge and agree that the terms of this Agreement and the applicable Community Guidelines apply to all such participation. Notwithstanding the foregoing, you acknowledge and agree that the Community, and not Matrica, is responsible for the policies and operation of such Community, including without limitation any membership eligibility criteria, and any action or inaction taken by such Community in connection with the enforcement of any Community Guidelines.
- Moderation. Moderating a Community is an unofficial, voluntary position. We do not verify or validate any User's right to access or moderate any Community and we are not responsible for any action taken by the moderators or any other Community member. If you choose to moderate a Community, you agree (i) to follow the terms of this Agreement, and applicable law; (ii) to take appropriate action in response to reports related to the Community that you moderate, including without limitation escalating such reports to us; (iii) that you are not, and you shall not represent that you are, authorized to act on our behalf; (iv) not to enter into any agreement with any third party on behalf of us; (v) that you will use any non-public information to which you get access in connection with moderation only for the purposes of moderation; and (vi) any Community Guidelines you create for the Community that you moderate will not conflict with this Agreement.
- Removal of Communities. You acknowledge and agree that Matrica has the right to remove any Community from the Services and delete all Content contained therein from the Services for any reason or for no reason at any time with or without notice to you.
- Points Program. Subject to your ongoing compliance with this Agreement and any Points Program Terms (defined below) made available by Matrica from time to time, Matrica may enable you to participate in a limited program that rewards users for interacting with the Service (the "Points Program") by allocating such users with Digital Assets that bear no cash or monetary value and are made available by Matrica ("Points", as further described below). Your participation in the Points Program constitutes your acceptance of the then-current terms and conditions applicable to the Points Program at the time of such participation (the "Points Program Terms"), as may be modified or updated by Matrica in its sole discretion. Additional terms applicable to the Points Program, which shall constitute part of the Points Program Terms, may be set forth on the Services from time to time.
- Eligibility. To be eligible to participate in the Points Program you must accept the terms of this Agreement, connect a Digital Wallet to the Website, deposit cryptocurrency funds into a Digital Wallet through the Services, and accept the Points Program Terms.
- Points. Points will be allocated in accordance with the then-current Points Program Terms and any applicable Supplemental Terms. Matrica does not guarantee that you will receive or be eligible to receive any minimum amount of Points by participating in the Points Program. Points have no monetary value and cannot be redeemed for cash or cash equivalent, including any cryptocurrency. Accumulating Points does not entitle you to any vested rights, and Matrica does not guarantee in any way the continued availability of Points. POINTS HAVE NO CASH VALUE. POINTS ARE MADE AVAILABLE "AS IS" AND WITHOUT WARRANTY OF ANY KIND.
- Taxes. In the event that any applicable authority determines that your receipt of Points is a taxable event, you agree that you, and not Matrica, are solely liable for payment of such taxes, and you agree to indemnify Matrica in connection with same.
- Disclaimers. Points are provided solely as an optional enhancement to users to incentivize participation in our community. Points do not constitute compensation or any other form of consideration for services. You agree that Points may be cancelled or revoked by Matrica at any time, including if you breach this Agreement; misuse or abuse the Points Program; or commit or participate in any fraudulent activity related to the Points Program. MATRICA RESERVES THE RIGHT TO MODIFY OR TERMINATE THE POINTS PROGRAM AT ANY TIME, FOR ANY OR FOR NO REASON, WITH OR WITHOUT NOTICE TO YOU. In the event of any termination, all Points will expire immediately as of the effective date of termination.
- Transactions on Supported Blockchains. By combining publicly available information with your interactions with the Services, the Services can draft standard transaction messages that are designed to accomplish your operational goals as expressed through the interactions with the Services. You may broadcast such messages to the validator network for any Supported Blockchain in order to initiate a transaction of User Assets through your Digital Wallet. The User must personally review and authorize all transaction messages that the User wishes to execute; this may require the User to sign the relevant transaction message through the User's Digital Wallet, which is inaccessible to the Services or Matrica. The User-authorized message will then be broadcast to validators through the Digital Wallet, and the User may pay a Gas Fee (defined below) to have the validators record the results of the transaction message on the applicable Supported Blockchain, resulting in a transfer of User Assets. Matrica and the Services are not agents or intermediaries of the User, do not store or have access to or control over any User Assets, passwords, Accounts (defined below) or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User. All transactions relating to Digital Assets ("Transactions") are effected and recorded solely through the interactions of the User with the respective issuer or initial offeror of such Digital Asset, who are not under the control of or affiliated with Matrica or the Services. Matrica does not process or transmit any such Transactions.
- Compatibility Risk. The Services may not be compatible with all forms of cryptocurrency, blockchains, and/or types of transactions, and certain of your User Assets may not be compatible with the Services. Whether or not a User Asset is then-currently compatible with the Services may change at any time, in Matrica's sole discretion, with or without notice to you.
- Taxes. You are solely responsible (and Matrica has no responsibility) for determining what, if any, taxes apply to any transactions involving your User Assets.
- User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact, including without limitation any Community; provided, however, that Matrica reserves the right, but has no obligation, to intercede in such disputes. You agree that Matrica will not be responsible for any liability incurred as a result of such interactions.
3. ELIGIBILITY; USER REPRESENTATIONS AND WARRANTIES.
- Registration Data. When you access or use the Services in any way, you agree to (a) provide true, accurate, current and complete information about yourself as may be prompted by the Services from time to time (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You acknowledge and agree that our obligation to provide you with any Services is conditioned on the Registration Data being accurate and complete at all times during the term of this Agreement. If you provide any information that is untrue, inaccurate, not current or incomplete, or Matrica has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Matrica has the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion thereof). You agree not to use the Services if you have been previously removed by Matrica, or if you have been previously banned from any of the Services. Matrica reserves the right to obtain and retain any Registration Data or other identifying information as it may determine from time to time in order for you to use and continue to use the Services.
- Eligibility. You represent and warrant that:
You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction. If you are acting on behalf of a DAO or other entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, you represent and warrant that you have all right and authority necessary to act on behalf of such entity;
None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into this Agreement; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided athttp://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list ("Sanctioned Entities"); or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other Digital Asset- trading or blockchain technology related activities;
You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities or any other applicable laws, including, but not limited to, anti-money laundering or terrorist financing laws, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to cryptocurrency.
- Digital Wallets. In order to access and use certain Services, you may need to connect a Digital Wallet to the Platform. The Services may use Third-Party Services (defined below) to create and link a Digital Wallet for you. When you connect a Digital Wallet, you represent and warrant that you own or have the authority to connect such Digital Wallet. Your instance of the Platform as linked to your Digital Wallet, Third-Party Account (defined below) or other identifier(s) may be referred to herein as your "Account." You represent that you are entitled to use such Digital Wallet. Please note that if a Digital Wallet or associated service becomes unavailable then you should not attempt to use such Digital Wallet in connection with the Services, and we disclaim all liability in connection with the foregoing, including without limitation any inability to access any User Assets you have sent to such Digital Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR DIGITAL WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND MATRICA DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR USER ASSETS THAT MAY BE DEPLOYED TO ANY SUPPORTED BLOCKCHAIN BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS. Access to your Digital Wallet may require the use of a private key or passphrase ("Private Key") and Matrica has no ability to access your Digital Wallet without your involvement and authority. Your Private Key is unique to you, and shall be maintained by you. If you lose your Private Key, you may lose access to your Digital Wallet and any contents thereof. Matrica does not have the ability to recover a lost Private Key. While a Digital Wallet may be interoperable with other compatible blockchain platforms, tokens, or services, only User Assets supported by Matrica that are stored in your Digital Wallet will be accessible through the Services. When you use the Services in connection with any User Assets, you represent and warrant that (a) you own or have the authority to connect to the applicable Digital Wallet; (b) you own or have the authority to deploy such User Assets; (c) all User Assets you deploy, transfer, deposit, or otherwise make available in connection with our Services have been earned, received, or otherwise acquired by you in compliance with all applicable laws; and (d) no User Assets that you deploy, transfer, deposit, or otherwise make available in connection with the Services have been "tumbled" or otherwise undergone any process designed to hide, mask, or obscure the origin or ownership of such User Assets.
- Access Through a Third-Party Account. The Service may allow you to link your Account with an account you hold on a third-party social networking or social media service, email server, Digital Wallet provider, or other Third-Party Service (each, a "Third-Party Account") by allowing Matrica to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Matrica and/or grant Matrica access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Matrica to pay any fees or making Matrica subject to any usage limitations imposed by such third-party service providers. By granting Matrica access to any Third-Party Account, you understand that Matrica may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials ("Content") that you have provided to and stored in your Third-Party Account ("Linked Account Content") so that it is available on and through the Service. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or Matrica's access to such Third-Party Account is terminated by the third-party service provider, then Linked Account Content will no longer be available on and through the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND MATRICA DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Matrica makes no effort to review any Linked Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Matrica is not responsible for any Linked Account Content.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
4. YOUR ASSUMPTION OF RISK
- Risk of Financial Loss[.] [WHEN YOU USE THE SERVICES, YOU UNDERSTAND AND ACKNOWLEDGE THAT] [MATRICA IS NOT A FINANCIAL OR INVESTMENT ADVISOR AND THAT THE SERVICES ENTAIL A] [RISK OF LOSS AND MAY NOT MEET YOUR NEEDS]. The Services provided by Matrica rely on Supported Blockchains and the applicable Blockchain Rules, which may not be reliable, consistent or dependent in all scenarios. Matrica may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. Matrica encourages you to periodically confirm the valuation of your User Assets and the accuracy of any User Asset Information through independent sources. Matrica does not and cannot make any guarantee that your User Assets will not lose value. The prices of cryptocurrency assets, including Digital Assets, can be extremely volatile. Matrica makes no warranties as to any Supported Blockchain or the markets in which your User Assets are staked, transferred, purchased, or traded.
- Cybersecurity Risks. You understand that like any other software, the Services could be at risk of third-party malware, hacks or cybersecurity breaches. You agree that it is your responsibility to monitor your User Assets regularly and confirm their proper use and deployment consistent with your intentions.
- Expertise and Experience. You represent and warrant that you (a) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed and staked in connection with the Services; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed in connection with the Services; (c) know, understand and accept the risks associated with your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed in connection with the Services; and (d) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that Matrica will have no responsibility or liability for such risks.
- General Risks of Blockchain Technology. In order to be successfully completed, any transaction involving User Assets initiated by or sent to your Digital Wallet must be confirmed by and recorded on the applicable Supported Blockchain. Matrica has no control over any Supported Blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant Supported Blockchain, and Matrica does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:
There are risks associated with using Digital Assets, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet; the risks of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable; and the risk that such Digital Assets may fluctuate in value. You accept and acknowledge that Matrica will not be responsible for any communication failures, disruptions, errors, distortions, delays or losses you may experience when using blockchain technology, however caused.
The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may materially adversely affect the development of the Services and the value of your User Assets.
Matrica makes no guarantee as to the functionality of any blockchain's decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions (including without limitation changes to any Blockchain Rules) that are unfavorable to your User Assets. You acknowledge and accept that the Blockchain Rules governing the operation of a Supported Blockchain may be subject to sudden changes which may materially alter such Supported Blockchain and affect the value and function of any of your User Assets staked on or to that Supported Blockchain.
Matrica makes no guarantee as to the security of any Supported Blockchain or Digital Wallet. Matrica is not liable for any hacks, double spending, or any other attacks on a Supported Blockchain or Digital Wallet.
Any Supported Blockchain may slash or otherwise impose penalties on certain validators (including validators to which your User Assets have been deployed) in response to any activity not condoned by such Supported Blockchain, whether in accordance with the applicable Blockchain Rules or otherwise. You acknowledge and agree that Matrica shall have no liability in connection with any such slashing or penalties, including any slashing or penalties that result in a loss or depreciation of value of your User Assets.
The Supported Blockchains are operated or controlled by and/or dependent on third parties, and Matrica is not responsible for their performance, nor any risks associated with the use thereof. The functionality of the Services relies on, and Matrica makes no guarantee or warranties as to the functionality of or access to, any Supported Blockchain, Digital Wallet, or Third-Party Service.
You control your Digital Wallet, and Matrica is not responsible for its performance, nor any risks associated with the use thereof.
5. USE OF THE SERVICES.
- License to the Services. Subject to the Agreement, Matrica grants you a limited license to access and use the Services solely as described hereunder. Unless otherwise specified by Matrica in a separate license, your right to use any and all Services is subject to this Agreement. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated therewith.
- License to the App. Subject to your compliance with this Agreement, Matrica grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the App solely on devices that you own or control and solely for your own personal or internal business use.
- Updates. You understand that Services are evolving. You acknowledge and agree that Matrica may update Services with or without notifying you. You may need to update third-party software from time to time in order to use Services.
- Certain Restrictions. The Services are intended for your personal use only. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Matrica; (c) you shall not use any metatags or other "hidden text" using Matrica's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Matrica, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services may terminate the licenses granted by Matrica pursuant to the Agreement.
- Third-Party Services. Certain features of the Services, including without limitation, the App, may rely on third-party websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by Matrica, including without limitation any Supported Blockchain, any validator on such Supported Blockchain, our third-party identity verification providers, and your Digital Wallet (each, a "Third-Party Service" and, collectively, "Third-Party Services"). Notwithstanding anything to the contrary in these Terms of Use, you acknowledge and agree that (a) Matrica shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (b) Matrica shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond Matrica's control, including without limitation the failure of a Supported Blockchain or other Third-Party Service. If you create and link a Digital Wallet through Privy, the Privy terms of service (as currently available at[https://www.privy.io/user-terms-of-service]) also govern such use.
- Accessing the App.
Third-Party Application Access. With respect to any App accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple's Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this Section, with respect to any App accessed through or downloaded from the Google Play store (a "Google Play Sourced Application"), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.
Accessing and Downloading the App from theApple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
You acknowledge and agree that (1) this Agreement is concluded between you and Matrica only, and not Apple, and (2) Matrica, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Matrica and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Matrica.
You and Matrica acknowledge that, as between Matrica and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
You and Matrica acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between Matrica and Apple, Matrica, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
You and Matrica acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
- Responsibility for Content. You acknowledge that all Content, including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Matrica, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through or in connection with any Services ("Your Content") and that other users of the Service, and not Matrica, are similarly responsible for all Content that they make available through the Service ("User Content"). Unless expressly agreed to by Matrica in writing elsewhere, Matrica has no obligation to store any of Your Content. Matrica has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.
6. OWNERSHIP.
- Services. Except with respect to Your Content, you agree that as between you and Matrica, Matrica and its suppliers own all rights, title and interest in the Services and the App, including but not limited to, any software, computer code, algorithms, technology, themes, objects, concepts, artwork, animations, sounds, methods of operation, and documentation, as well as all intellectual and proprietary rights related thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
- Trademarks. Matrica's stylized name and all related graphics, logos, service marks and trade names used on or in connection with any Services, or in connection with the Services, are the trademarks of Matrica and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Matrica through its suggestion, feedback, wiki, discord, forum, or other pages or means ("Feedback") is at your own risk and that Matrica has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Matrica a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or Matrica's business.
7. USER CONDUCT; LICENSE TO YOUR CONTENT.
- License Grant toMatrica. You hereby grant Matrica a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, and display, Your Content (in whole or in part) for the purposes of (a) providing the Services, including making Your Content available to other users in accordance with your elections on the Services; (b) improving the Services; and (c) and monitoring and analyzing User Content usage of the Services in order to derive and share insights based on User Content and usage of the Services. For more information on how we use your personal data, please visit ourPrivacy Policy. You acknowledge and agree that, except as set forth expressly herein or in our Privacy Policy, we have no responsibility or liability for how any Community uses Your Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any User Content that appears on or in the Services.
- License Grant to other Users. You also hereby grant each user of the Services a non-exclusive license to access Your Content through the Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under this Agreement, including without limitation through your interactions with any Community.
- Deleting Your User Content. If the features of the Services allow you to remove or delete User Content from the Services, the licenses granted by you in Your Content hereunder terminate within a commercially reasonable time after you remove or delete such User Content from the Services. Notwithstanding the foregoing, you understand and agree that Matrica may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted; provided that in certain cases the above licenses granted by you with respect to such User Content will not terminate and such User Content may continue to be used, displayed, distributed, and performed indefinitely.
- Restrictions. You agree not to make available any User Content or take any action using the Services that: (a) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (b) may discriminate against, degrade, shame, or harass, encourage, glorify, or promote violence toward any person or any groups of persons; (c) contains or depicts sexual acts or sexually explicit or pornographic material; (d) seeks to harm, exploit, or groom children by exposing them to inappropriate content or soliciting personally identifiable details or otherwise; (e) may constitute, contribute to, depict, or encourage, a crime, illegal activity, or a violation or infringement of any third party's rights; (f) solicits or seeks to obtain or discloses the personal information of any other person; (g) you do not have the right to make available or to take under any law or under contractual or fiduciary relationships; (h) deceptively impersonates another person or entity or contains information that is fraudulent or that you know is not correct and current; (i) violates applicable law, including without limitation any securities laws or regulations that may be applicable to Matrica, you, or any Digital Asset; or (j) we deem to be otherwise unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable.
- No Obligation to Pre-Screen Content. Matrica may, but is not obligated to pre-screen, refuse or remove any User Content for any reason, including if User Content violates the Agreement or is otherwise objectionable. Matrica has no responsibility or liability for the deletion or accuracy of any User Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, video, or voice communications.
- Representations and Warranties. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (a) make available all of Your Content; and (b) grant the rights, licenses, and permissions granted hereunder with respect to any data, Content, information, or Feedback, including Your Content.
- Acceptable Use Policy. You agree not to: (a) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) abuse other users' personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (f) interfere with any other user's use and enjoyment of the Services; (g) request or offer to perform a request that is illegal or violates any of the terms set forth herein; (h) impersonate any person or entity, including any employee or representative of Matrica; (i) use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we may conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file); (j) use or attempt to use a Digital Wallet that is not yours without authorization; (k) create, list, transact in, or otherwise make available counterfeit Digital Assets on or through the Services; (l) attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Services that you are not authorized to access; (m) use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services; engage in or knowingly facilitate any "front-running," "wash trading," "pump and dump trading," "ramping," "cornering" or fraudulent, deceptive or manipulative trading activities, including without limitation: (i) trading a Digital Asset at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Digital Asset, unduly or improperly influencing the market price for such Digital Asset or establishing a price which does not reflect the true state of the market in such Digital Asset; (ii) for the purpose of creating or inducing a false or misleading appearance of activity in a Digital Asset or creating or inducing a false or misleading appearance with respect to the market in a Digital Asset: (1) executing or causing the execution of any transaction in a Digital Asset which involves no material change in the beneficial ownership thereof; or (2) entering any order for the purchase or sale of a Digital Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Digital Asset, has been or will be entered by or for the same or different parties; or (3) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Digital Asset; (n) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions; (o) Use the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) give owner's rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts; or (p) use a VPN or any other means, technological or otherwise, to access the Services as, for, or on behalf of a Sanctioned Entity.
- Procedure for Making Claims of Copyright Infringement.It is Matrica's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Matrica by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (b) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (c) a description of the location on the Service of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner's behalf.
8. FEES.
- Fees. Access to the Website and certain Services is free. However, Matrica reserves the right to charge fees ("Fees") in connection with your use of certain Services from time to time. All pricing and payment terms for such Fees are as indicated on the Service, and any payment obligations you incur are binding at the time of the applicable transaction. In the event that Matrica makes available, and you elect to purchase, any Services in connection with which Matrica charges Fees, you agree that you will pay Matrica all such Fees at Matrica's then-current standard rates. You acknowledge and agree that Fees may fluctuate based on market conditions on the applicable Supported Blockchain and notwithstanding any such fluctuation you remain liable for such Fees. You agree that all Fees are non-cancellable, non-refundable, and non-recoupable.
- Gas Fees. You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction in connection with or effect any other use of the Services. "Gas Fees" are transaction fees determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by Matrica.
- Payments to Communities. In order to access certain Communities, you may be required to pay a fee to such Community (each, a "Community Fee"). Such Community Fee shall be determined by each Community's Community Guidelines. Matrica is not a party to such transaction and does not collect, hold or transmit any Community Fees, and such transaction is solely between you and the applicable Community.
- Taxes. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Agreement or the transactions contemplated by the Agreement (other than taxes based on Matrica's net income).
- Promotions. Matrica may from time to time make available certain conditional offers, airdrops, promotional prices, or discounted fees (each, a "Promotion") to new or existing users of the Services. The rules governing such Promotion will be made available in connection with such Promotion. Matrica will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.
- Currency. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any Fees. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.
- Payment Processing Services. Matrica may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions.
9. INDEMNIFICATION;.
You agree to indemnify and hold Matrica, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Matrica Party" and collectively, the "Matrica Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services (including any App); (c) your violation of the Agreement, including any of your representations or warranties hereunder; (d) your violation of any rights of another party, including any Users; (e) your failure to provide accurate or complete data in connection with your use of the Services; (f) your violation of any applicable laws, rules or regulations; (g) your failure to effectively moderate any Community and any Content contained therein such that Content contained in such Community violates this Agreement. Matrica reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Matrica in asserting any available defenses. This provision does not require you to indemnify any of the Matrica Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this Section will survive any termination of the Agreement and/or your access to Services.
10. RELEASE.
TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE MATRICA PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING ANY DIMINUTION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES. To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar law or code in your jurisdiction, which states in substance "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." You acknowledge that the releases in these Terms of Use are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. MATRICA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.MATRICA PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL FUNCTION AS INTENDED OR BE SUITABLE FOR YOUR PURPOSES, AND YOU BEAR ALLRISK ASSOCIATED WITH ANY USER ASSETS THAT YOU USE IN CONNECTION THEREWITH.
MATRICA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE; OR (iv) ANY COMMUNITIES CREATED AND/OR ACCESSED THROUGH THE SERVICES, INCLUDING THIRD-PARTY SERVICES, WILL MEET YOUR REQUIREMENTS OR FUNCTION AS INTENDED. MATRICA MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SERVICE OR YOUR USE OF THE SAME. THE MATRICA PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL BE FREE OF THIRD-PARTY MALWARE, HACKS OR OTHER CYBERSECURITY BREACHES.
ANY CONTENT, INCLUDING COMMUNITIES CREATED USING SERVICES, DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS THEREFROM.
THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. MATRICA MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MATRICA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- FROM TIME TO TIME, MATRICA MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT MATRICA'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
- MATRICA[IS NOT AN INVESTMENT OR FINANCIAL ADVISOR]. NEITHERMATRICANOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES OR ANY DIGITALWALLET. NEITHER MATRICANOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN"EXPERT"UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHERMATRICANOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANYSIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
- No Liability for Blockchain Losses. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (a) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (b) SERVER FAILURE OR DATA LOSS; (c) CORRUPTED DIGITAL WALLET FILES; (d) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (e) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES, DIGITAL ASSETS, OR DIGITAL WALLETS. Matrica is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to Digital Assets. Matrica is not responsible for any delay or failure to report any issues with any blockchain supporting Digital Assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
- No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT MATRICA PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD MATRICA PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS AND OPERATORS OF EXTERNAL SITES AND SUPPORTED BLOCKCHAINS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. MATRICA SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND MATRICA CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED BLOCKCHAIN IN CONNECTION WITH THE SERVICES AND ANY USER ASSET INFORMATION.
- No Liability in Connection with Open-Source Software.Notwithstanding anything to the contrary in these Terms of Use, you acknowledge and agree that any software or services you access under the terms of an OSS License is at your own risk, and Matrica shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances outside beyond Matrica's control, including without limitation through your use of any Content under the terms of an OSS License.
- User Content. MATRICA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOU USER CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
- No Liability for User Asset Information. The User Asset Information provided by Matrica as part of the Services relies on Third-Party Services and Supported Blockchains and the applicable Blockchain Rules, and may not be reliable, consistent, or dependent. Matrica provides the User Asset Information for your convenience and makes no warranty that such User Asset Information is accurate or complete and encourages you to regularly verify through independent sources that such User Asset Information is accurate and complete.
- No Liability for Third-Party Materials. As a part of the Services, you may have access to materials that are hosted or made available by another party, including User Content. You agree that it is impossible for Matrica to monitor such materials and that you access these materials at your own risk.
- Disclaimer of Accuracy. All claims, content, designs, algorithms, estimates, roadmaps, specifications, and performance measurements described in the Services are done in the good faith efforts of Matrica and its affiliates. It is up to you to check and validate their accuracy and truthfulness. Furthermore, nothing in the Service constitutes a solicitation for investment. Any Content produced by Matrica has not been subject to audit and are for educational and inspiration purposes only. Matrica does not encourage, induce, or sanction the deployment, integration, or use of the Service in violation of applicable laws or regulations and hereby prohibits any such deployment, integration or use. This includes use of any such applications by you (a) in violation of export control or sanctions laws of the United States or any other applicable jurisdiction, (b) if you are located in or ordinarily resident in a country or territory subject to comprehensive sanctions administered by OFAC, or (c) if you are or are working on behalf of a Specially Designated National ("SDN") or a person subject to similar blocking or denied party prohibitions. You should be aware that U.S. export control and sanctions laws prohibit U.S. person (and other persons that are subject to such laws) from transacting with persons in certain countries and territories or that are on the SDN list.
12. LIMITATION OF LIABILITY.
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL MATRICA PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT MATRICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR USE OF SERVICES OR ANY COMMUNICATIONS, INTERACTIONS OR EXCHANGES WITH OTHER USERS OF SERVICES OR THIRD PARTIES THAT INTERACT WITH THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING ANY SUCH DAMAGES RESULTING FROM: (a) LOSS OR DIMINISHMENT IN VALUE OF USER ASSETS, (b) THE USE OR INABILITY TO USE SERVICES; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SUPPORTED BLOCKCHAIN; (f) ANY USE OF ANY THIRD-PARTY SERVICE, OR (g) ANY OTHER MATTER RELATED TO SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A MATRICA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MATRICA PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A MATRICA PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, MATRICA PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THIS AGREEMENT.] THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MATRICA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MATRICA PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A MATRICA PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
- User Content. MATRICA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
- Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MATRICA AND YOU.
13. MONITORING AND ENFORCEMENT.
If Matrica becomes aware of any possible violations by you of the Agreement, Matrica reserves the right to investigate such violations. If, as a result of the investigation, Matrica believes that criminal activity has occurred, Matrica reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Matrica is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including any information related to your Digital Wallet and other Registration Data, in Matrica's possession in connection with your use of Services, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Matrica, its Users or the public, and all enforcement or other government officials, as Matrica in its sole discretion believes to be necessary or appropriate.
14. TERM AND TERMINATION.
- Term. The Agreement commences on the date when you accept the Agreement (as described in the preamble above) and remain in full force and effect while you use Services, unless terminated earlier in accordance with the Agreement.
- Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement.
- Termination of Services byMatrica. Matrica reserves the right to terminate this Agreement and your access to the Services at any time, for any or for no reason, with or without notice to you.
- Termination of Services by You. If you want to terminate the Services provided by Matrica, you may do so by (a) notifying Matrica at any time and (b) ceasing all further use of the Services. Your notice should be sent, in writing, to Matrica's at the contact information set forth in Section 17.15.
- Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Matrica will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification and limitation of liability.
- No Subsequent Registration. If your ability to access the Services, is discontinued by Matrica due to your violation of any portion of the Agreement, then you agree that you shall not attempt to re-register with or access the Services, and you acknowledge that you will not be entitled to receive a refund for any Fees related to those Services to which your access has been terminated.
15. INTERNATIONAL USERS.
Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Matrica intends to announce such Services or Content in your country. Matrica makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
16. ARBITRATION AGREEMENT.
Please read this Section 16 (the “Arbitration Agreement”) carefully. It is part of your contract with Matrica and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.
- Applicability ofArbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Matrica agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or this Agreement and prior versions of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (1) you and Matrica may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Matrica may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that were not noticed at the time you first became subject to this Agreement but that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
- Informal Dispute Resolution. There might be instances when a Dispute arises between you and Matrica. If that occurs, Matrica is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Matrica agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court ("Informal Dispute Resolution"). You and Matrica agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.
To initiate Informal Dispute Resolution, a party must give notice in writing to the other party ("Notice"). Such Notice to Matrica should be sent by email to the email listed in Section 17.15. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. Matrica will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Matrica representative).
The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
- Waiver of Trial in Front of Judge or Jury.YOU ANDMATRICA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.You and Matrica are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section16.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class and Other Non-Individualized Relief.EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS,REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, ORREPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section16.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 16.4, are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Matrica agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts located in the State of New York. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This Section16.4 does not prevent you or Matrica from participating in a class-wide or mass settlement of claims.
Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration (defined below), and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Matrica agree that either party shall have the right to finally resolve the Dispute through binding arbitration.
The arbitration will be administered by the National Arbitration & Mediation ("NAM") in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the "NAM Comprehensive Rules") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the "NAM Mass Filing Rules"; together with the NAM Comprehensive Rules, the "NAM Rules"), and as modified by this Arbitration Agreement. The NAM Rules are currently available athttps://www.namadr.com/resources/rules-fees-forms/.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Demand"). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the Account username (if applicable), as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Matrica should be sent by email to the email listed in Section 17.15. Matrica will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery ("Counsel's Certification").
Unless you and Matrica otherwise agree, or the Batch Arbitration process discussed in Section16.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the city where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the "Fee Schedules").
You and Matrica agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
You and Matrica agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer.
- Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section16.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding Section 16.4, including any claim that all or part of Section 16.4 is unenforceable, illegal, void or voidable, or that Section 16.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
- Attorneys' Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party's, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel's Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or Matrica need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration.
- Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Matrica agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Matrica by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled ("Batch Arbitration"). NAM shall administer all batches concurrently, to the extent possible.
All parties agree that Demands are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the "AdministrativeArbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Matrica.
You and Matrica agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the email listed in Section 17.15, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Matrica's rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
- Invalidity, Expiration. Except as provided in Section16.4 if any part or parts of this Arbitration Agreement (other than Section 16.9) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 16.9 is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in New York City, New York. You further agree that any Dispute that you have with Matrica as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. You and Matrica agree that any Dispute must commence within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.
- Modification. You and we agree that Matrica retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on the Services, and you should check for updates regularly. Notwithstanding any provision in this Agreement to the contrary, we agree that if Matrica makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validity opt of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Matrica will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
17. GENERAL PROVISIONS
- Independent Contractors. The relationship of Matrica and you under this Agreement is that of independent contractors. Notwithstanding anything else set forth herein, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. Your use of the Services shall not imply, suggest, or otherwise attempt to create an employment relationship between Matrica and you.
- Electronic Communications. The communications between you and Matrica may take place via electronic means, whether you visit Services or send Matrica e-mails, or whether Matrica posts notices on Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Matrica in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Matrica provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
- Release. You hereby release Matrica Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Services.
- Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Matrica's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. Matrica shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, epidemics, pandemics, governing laws, rules or regulations, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Services, please contact us at the email address set forth in Section 17.15. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Matrica agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts of courts of New York City, New York.
- Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
- Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
- Notice. Where Matrica requires that you provide an e-mail address, you are responsible for providing Matrica with your current e-mail address. In the event that the last e-mail address you provided to Matrica is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Matrica's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Matrica at the address set forth in Section 17.15. Such notice shall be deemed given when received by Matrica by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the address set forth in Section 17.15.
- Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Export Control. You may not use, export, import, or transfer Services except as authorized by the laws of the jurisdiction in which you obtained Services, and any other applicable laws.
- Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
18. CHILD SAFETY STANDARDS (CSAE/CSAM).
- Purpose & Scope. These Child Safety Standards apply to dm.fun (the "App") published by Matrica Labs Inc. ("we," "us"). They apply to all user-generated content and interactions in the App, including chats, profiles, media, links, and behavior between users.
- Zero Tolerance for CSAE/CSAM. We have zero tolerance for Child Sexual Abuse and Exploitation (CSAE) and Child Sexual Abuse Material (CSAM). The following are strictly prohibited (including attempts to share or solicit): (a) any sexual content involving a minor (images, videos, audio, text, or links); (b) any depiction, sexualization, or exploitation of minors (real or implied); (c) grooming, sexual solicitation of minors, sextortion, trafficking-related content, or coercion; (d) requests for sexual content from minors or any content that facilitates abuse; and (e) sharing, distributing, trading, storing, or directing others to CSAM/CSAE content (including via external links).
- In-App Reporting & User Feedback. dm.fun includes an in-app reporting mechanism that allows users to report messages, content, or accounts. To report in-app, use the Report option on a message or user/profile (e.g., via a "⋯" / menu action), and submit the report. Follow any prompts to add details (reason, context, screenshots if applicable). Users can also contact us directly to report urgent safety concerns at contact@dm.fun or via our official social channels.
- Child Safety Point of Contact (CSAE/CSAM). For child safety, CSAE/CSAM, or CSAM-handling matters, contact our Child Safety point of contact via email at contact@dm.fun with the recommended subject line: "Child Safety / CSAM Report — dm.fun".
- Review & Enforcement. All reports are reviewed by human moderators (not AI-only review). We take action as quickly as reasonably possible, which may include: (a) removing or restricting content or accounts; (b) warning, suspending, or permanently banning users; (c) limiting features for accounts under review; and (d) preserving relevant information as appropriate for safety, investigation, and compliance.
- Reporting to Authorities & Legal Compliance. We comply with applicable child safety laws and regulations. If we become aware of confirmed or apparent CSAM/CSAE, we will take appropriate action consistent with these standards and report to the relevant authorities as required (for example, the NCMEC CyberTipline in the United States and/or appropriate local law enforcement/child protection authorities depending on jurisdiction). We will also cooperate with lawful investigations and requests. If you believe a child is in immediate danger, contact local emergency services right away.
- Updates. We may update these standards from time to time. Changes will be posted on this page and on our dedicated Child Safety Standards page.
