Findora End User License and Services Agreement

DATE: August 5th 2020

We are excited for you to use the Findora wallet and related application and services (collectively, the “Services”), brought to you by The Findora Foundation (“Findora,” “We,” or “Us”). This Findora End User License and Services Agreement (the “Terms”) govern your use of the Services.

By accepting these Terms or downloading any Findora software or using all or any part of the Services, you agree to be bound by these Terms.  If you do not accept and comply with these terms, you may not use the Services.  If the Services will be used by or on behalf of an organization or company, the individual indicating acceptance of these Terms represents that he or she has the authority to bind that organization or company to these Terms, and “You” or “Your” as used in these Terms will refer to that entity.

These Terms are separate and distinct from the Findora Developer License and Services Agreement (the “Developer Agreement”).  If you want to use the Findora developer tools to develop a new application to run on the Findora network, you will need to separately enter into the Developer Agreement.

THESE TERMS CONTAIN A MANDATORY ARBITRATION AGREEMENT. WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND FINDORA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE “DISPUTE RESOLUTION” SECTION BELOW FOR DETAILS REGARDING ARBITRATION.

You may use the Services only if you are at least 18 years old and capable of forming a binding contract with Findora and are not barred from using the Services under applicable law.

I: Accessing The Services

When you create an account on the Services (an “Account”), you represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions available on the Services.

 

When you create an Account, you will be granted limited, nonexclusive, and nontransferable access to the Services. The Services allow you to manage various digital assets, such as stock certificates, cryptocurrency, or other assets, that you upload to the Services (the “Digital Assets”), and to conduct and maintain records of various transactions related to those assets. The Findora wallet application (the “Findora Wallet”) will be made available via the Services, and will be deemed part of the Services for purposes of these Terms.  You may use the Findora Wallet to share or transact with your Digital Assets on the blockchain-based network developed by Findora (the “Findora Network”). You acknowledge and agree that some or all of the Findora Network may be hosted or supported on decentralized third party data centers, servers, or nodes that are not owned, managed or controlled by Findora, and that we will have no liability or responsibility for the performance or activities of such third party data centers, servers, nodes or other persons or entities operating on the Findora Network.  We may copy and use all or part of your transaction records that result from your use of the Services for purposes of providing and improving the Services, in each case in accordance with our privacy policy, which is available here: https://findora.org/privacy-policy/.

We reserve the right (but are not required) to remove or disable access to the Services at any time and without notice, and at our sole discretion. We have the right to investigate violations of these Terms and any conduct that affects the Services, and in response, may take any action we may deem appropriate.

We may change or discontinue, temporarily or permanently, any feature, component, or content of the Services at any time without notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature, component, or content of the Services.

II. Security

You will store a backup and keep secure all your credentials associated with the Services, including your password and private key to the Findora Wallet. You are solely responsible for managing and maintaining the security of any information relating to such credentials. You understand that if your credentials are lost, you will not be able to recover the Findora Wallet. We have no access to your access credentials such as your password and private key, and we are not responsible for any losses resulting from your loss of your credentials. You agree that we will not be held responsible (and you will not hold us responsible) for any unauthorized access to or use of the Services or your Findora Wallet. We are not responsible for maintaining any of your access credentials on your behalf.

III: License Grants and Restrictions

Definitions. For purposes of these Terms: (i) “Content” means text, graphics, images, software, audio, video, works of authorship of any kind, and information, data, or other materials that are generated, provided or otherwise made available through the Services and (ii) “Your Content” means Content that you upload to, make available, or manage via the Services or the Findora Wallet, including the Digital Assets.

Findora Content. Subject to your compliance with these terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, use, and view the Content solely in connection with your permitted use of the Services. This license is provided solely for your personal, non-commercial use and enjoyment of the Services as permitted in these Terms.

Your Content. By making Your Content available through the Services, you hereby grant to Us a non-exclusive, irrevocable, perpetual, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, distribute, publicly display and publicly perform Your Content in connection with operating and providing the Services to you, including by enabling third parties to access Your Content in accordance with the access permissions that you have enabled or configured via the Findora Wallet and Services.

You are solely responsible for all of Your Content. You represent and warrant that you own all of Your Content or you have all rights that are necessary to grant us the license rights in Your Content under these Terms. You also represent and warrant that neither Your Content, your use, management, uploading, or sharing of Your Content, nor any use, storage, transmission, or processing or Your Content by Findora on or through the Services will infringe, misappropriate or violate any third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. We are not responsible, and you agree not to hold us responsible, for any and all claims, losses or damages resulting from your use, management, uploading or sharing of Your Content, or for any use, storage, transmission, or processing of Your Content on or through the Services.

Restrictions. You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Services, any of Your Content, or Content that other Account holders provide to the Services or any portion thereof, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us, except for the licenses and rights expressly granted in these Terms.

Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Services: (1) display, mirror, or frame the Services, the Findora Wallet, or any Findora websites; (2) use the Services or Findora’ name, any trademark or logo, or any proprietary information without our express written consent; (3) test the vulnerability of the Services or breach any security or authentication measures; (4) circumvent any technological measure implemented within or for the Services or the Findora Wallet; or (5) modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of the Services.

You will not use the Services to commit any activities that are illegal or inconsistent with these Terms, including but not limited to: (a) any illegal conduct, such as money laundering, illegal fund raising, stealing others’ wallet or mobile device information, etc.; (b) interfering or attempting to interfere with any of our users, hosts, systems or networks by attack, invasion, alternation or any other means such as using any automated programs, software, network engines, web crawlers, web analytics tools, data mining tools or similar tools; (c) impersonating or misrepresenting your affiliation with Findora or its affiliates; (d) sending unsolicited or unauthorized advertising, promotional materials, email, spam or other form of solicitation; (e) spreading false or disparaging statements which harm the goodwill of the Services, Findora, or its affiliates; (f) providing gambling information or inducing others to engage in gambling; (g) invading into other Account holders’ digital wallets or Content; (h) engaging in any inaccurate or false transactions with the counterparty; (i) accessing, tampering with, or using non-public areas of the Services, the Findora Network, or our computer systems; (j) avoiding, bypassing, removing, deactivating, impairing, descrambling or otherwise circumventing any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services or any Content; or (k) collecting or storing any Personal Information from other users of the Services without their express permission.

To the extent that any service fees are charged by us in the future, you agree to pay such service fees on time. We reserve the right to suspend or terminate your use of the Services if you fail to pay applicable service fees.

Feedback. Findora welcomes feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at testnet@findora.org. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

IV: In-App Purchases

We do not currently require payment to create an Account and access the Services. However, we reserve the right to charge fees in the future and the Services may offer additional functionalities of the Services that require payment of a fee (“In-app Purchases”). If you choose to make an In-App Purchase, you expressly authorize us (or our third-party payment processor) to charge you for such transaction. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a transaction, you authorize us to provide your Payment Information to third parties so we can complete your transaction and to charge your payment method for the type of transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). You will not be entitled to a refund after you make an In-App Purchase.

V: Additional Risks

You understand that the Services are only a tool to facilitate the management of your Digital Assets and to conduct and document related transactions, with the actual sharing or transactions involving your Digital Assets occurring on the underlying Findora Network. The Findora Network is a decentralized, peer-to-peer network, which may not be owned, controlled or operated by Findora. You acknowledge and agree that the transactions you submit via the Findora Wallet may not be completed, or may be substantially delayed, by the underlying blockchain system that processes the transaction and that we have no liability to you in this regard. Therefore, we do not guarantee successful transfer or sharing of the Digital Assets.

You understand that blockchain operations are permanent, non-cancellable and irreversible. When you use the Findora Wallet to send and receive Digital Assets, you will be responsible for the liabilities and consequences of your actions and your mistakes (including but not limited to mistyping a recipient’s address).

Findora does may not control the blockchain system used to implement the Findora Network, and we take no responsibility for the accuracy of the transaction records. You understand that once transaction details have been submitted to the blockchain system via the Findora Wallet, we cannot assist you to reverse, cancel, correct, or otherwise modify your transactions because we may not have control over the underlying blockchain system.  

In order to keep the decentralized feature of blockchain and to protect the security of your Digital Assets, Findora offers this decentralized service which is largely different from traditional banking and financial institutions. You understand that the Findora Wallet DOES NOT provide the following functionalities:

  1. a) store your Findora Wallet password or security keys;
  2. b) restore your Findora Wallet passwords or security;
  3. c) freeze the Findora Wallet;
  4. d) report the loss of a Findora Wallet;
  5. e) restore a lost, stolen or corrupt Findora Wallet; or
  6. f) reverse, cancel or modify transactions.

You understand that third party distributed apps that can be accessed through the Services (“DApps”) are not developed or owned by Findora, and we undertake no responsibility to conduct due diligence on the services or transactions provided by such third party DApps. You assume all risks associated with your use of such third party DApps.

VI. Indemnification

You agree to indemnify and hold Findora (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, or (c) your violation of applicable laws or regulations. Findora reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Findora. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

VII. Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

VIII. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF FINDORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE GREATER OF AMOUNTS PAID BY YOU TO US OR FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IX. Dispute Resolution

Please read this Arbitration Agreement carefully. It is part of your contract with Findora and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a)            Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Findora that cannot be resolved informally or in small claims court will be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and the Findora, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b)            Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Findora should be sent to: 470 Middlefield Rd, Atherton, CA, 94027 United States. After the Notice is received, you and the Findora may attempt to resolve the claim or dispute informally. If you and the Findora do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c)             Arbitration Rules. Arbitration will be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties will agree to select an alternative ADR Provider. The rules of the ADR Provider will govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator will give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Findora made to you prior to the initiation of arbitration, the Findora will pay you the greater of the award or $2,500.00. Each party will bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and will pay an equal share of the fees and costs of the ADR Provider.

(d)            Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration will be conducted by telephone, online and/or based solely on written submissions; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e)             Time Limits. If you or the Findora pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f)             Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Findora, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Findora.

(g)                   Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Findora in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE FINDORA WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h)            Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(i)             Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, will be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph will not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j)             Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts will be of no force and effect and will be severed and the remainder of this Arbitration Agreement will continue in full force and effect.

(k)            Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Arbitration Agreement.

(l)             Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Findora.

(m)           Small Claims Court. Notwithstanding the foregoing, either you or the Findora may bring an individual action in small claims court.

(n)            Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures will not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o)            Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets will not be subject to this Arbitration Agreement.

(p)            Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California, for such purpose

X. General

Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may freely assign these Terms. The terms and conditions set forth in these Terms will be binding upon assignees.

Copyright/Trademark Information. Copyright © 2020 Findora, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Changes to the Terms. If we materially change these Terms, we will notify you in advance and give you the opportunity to review the updated Terms and choice to delete your Account.

Findora, Inc.
testnet@findora.org