Last Updated: December 12, 2018
Figment Networks Inc. (“Figment,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our website, located at figment.network (the “Website”).
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
The Website is available only for individuals aged 16 years or older. If you are under 16, you are not permitted to use the Website.
We reserve the right, in our sole and absolute discretion, to deny you access to the Website, or any portion of the Website, without notice and without reason.
- DESCRIPTION OF WEBSITEThe Website describes our proprietary platform that allows you to seamlessly delegate digital assets under your control to Figment for use in Figment’s staking network. Figment’s current portfolio of digital networks serviced is available on the Website, and additional digital asset formats may be added or removed from time to time. Delegated digital assets will be staked by Figment and used to further validate the applicable digital asset network.
- CONFIDENTIALITYALTHOUGH THE WEBSITE MAY INCLUDE FUNCTIONALITY FOR YOU TO COMMUNICATE WITH US AND OTHER USERS, PLEASE NOTE THAT ANY IDEAS, CONTENT, AND INFORMATION YOU POST OR SHARE WITH OTHER USERS THROUGH THE WEBSITE OR ANY EXTERNAL SITES (AS DEFINED BELOW) WILL BE SEEN AND MAY BE USED BY OTHER USERS, AND FIGMENT CANNOT GUARANTEE THAT OTHER USERS WILL NOT USE THOSE IDEAS, CONTENT, OR INFORMATION THAT YOU SHARE ON THE WEBSITE. THEREFORE, IF YOU HAVE AN OPPORTUNITY, IDEA, OR OTHER INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL, DON’T WANT OTHERS TO USE, AND/OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING IT, DO NOT POST IT ANYWHERE ON OR THROUGH THE WEBSITE OR EXTERNAL SITES.
- COMMUNITY GUIDELINESFigment’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Website, you hereby agree to comply with these community rules and that:
- You will not use the Website for any unlawful purpose;
- You will not submit false or misleading information;
- Other than delegating digital assets to Figment pursuant to the Delegation Agreement, you will not use the Website to engage in any other commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
- You will not access or use the Website to collect any market research for a competing business;
- You will not upload, post, e-mail, transmit, or otherwise make available any content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights or confidential information of any person or entity; or
- is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
- You will not “stalk” or otherwise harass another;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means.
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Website;
- You will not use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission; provided, however, we grant the operators of public search engines 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; and
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Website, or any portion of the Website, without notice, and remove any User Content (as defined below) that does not adhere to these guidelines.
- INTELLECTUAL PROPERTYThe Website contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Figment (collectively referred to as the “Content”). The Content may be owned by us or by third parties, including our other users. The Content is protected under Canadian, United States, and other foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content (other than your own User Content), and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.If you violate any part of this Agreement, your permission to access and/or use the Content and the Website automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Figment (“Figment Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Figment. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Figment Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Figment Trademarks inures to our benefit.
Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
- COMMUNICATIONS TO US; USER SUBMISSIONS; AND PUBLICITYAs noted above, although the Website may allow you to communicate with us and other users, we do not want you to, and you should not, submit any information that contains confidential information. With respect to all communications you send to us concerning Figment or our Website, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.You retain all copyrights and other intellectual property rights in and to any content you submit through the Website (“User Content”). You do, however, grant us a non-exclusive, worldwide, royalty-free license, with the right to grant sublicenses, to use, copy, publicly display, compile, combine with other content, modify (solely to conform such User Content to the technical requirements of the Website), and publicly perform all such content you provide to us in any media now known or hereafter devised solely in connection with providing the functionalities of the Website, and the right, but not the obligation, to reproduce and use any such content, including, without limitation, your name, likeness or other information submitted through the Website to advertise and promote the Website and/or Figment. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, name, likeness, and such other information permitted by the foregoing rights and licenses may include the display of such materials adjacent to advertising and other material or content, including for profit.
If you submit User Content to us, each such submission constitutes a representation and warranty to Figment that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the content under this Section, and that it and its use by Figment and its partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property, privacy, publicity, or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our community guidelines set forth above.
- NO WARRANTIES; LIMITATION OF LIABILITYAS NOTED ABOVE, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE WEBSITE OR OUR USERS. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE WEBSITE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT AND THE WEBSITE AT YOUR OWN RISK.WE DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVERS, OR ITS CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT OR THE WEBSITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE CONTENT AND THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOST PROFITS, LOSS OF GOODWILL, OR SIMILAR DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE CONTENT OR THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY – OR IN FACT KNEW – OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL OUR LIABILITY TO YOU – OR ANY THIRD PARTY CLAIMING RIGHTS THROUGH YOU – EXCEED ONE HUNDRED CANADIAN DOLLARS.
THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AT ANY TIME WITHOUT NOTICE.
NO MATERIAL AVAILABLE THROUGH THE WEBSITE SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR PRODUCTS OR SERVICES OF ANY ENTITY. THE WEBSITE PROVIDES NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THE WEBSITE IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS. WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY TRANSACTION. TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE THROUGH THE WEBSITE, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND NO REPRESENTATION IS BEING MADE THAT ANY TRANSACTION WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.
- EXTERNAL SITESThe Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Other than with respect to any content posted by Figment on such External Sites, we are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
- INDEMNIFICATIONYou agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement (including, without limitation, breach of any warranties or representations made by you herein) or misuse of the Content or the Website. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
- COMPLIANCE WITH APPLICABLE LAWSThe Website is based in Canada. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of Canada. If you access the Website or the Content from outside of Canada, you do so at your own risk. Whether inside or outside of Canada, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
- TERMINATION OF THE AGREEMENTWe reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability.
- BINDING ARBITRATIONIn the event of a dispute arising under or relating to this Agreement or the Website (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Arbitration Act, 1991, SO 1991, c 17. Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN AN ONTARIO SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the Arbitration Act. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Ontario, unless you live in the United States, in which case the arbitration shall take place in New York, New York. The parties may litigate in a court in Ontario to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 13 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
- CLASS ACTION WAIVERYou agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
- EQUITABLE RELIEFYou acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the courts in Ontario for purposes of any such action by us.
- MISCELLANEOUSThis Agreement is governed by the internal substantive laws of Province of Ontario, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of such courts; and (ii) that the Website shall be deemed a passive service that does not give rise to personal jurisdiction over Figment, either specific or general, in jurisdictions other than Ontario.YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR OTHERWISE ARISING UNDER THIS AGREEMENT MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.
The following provisions will survive any expiration or termination of this Agreement: “Confidentiality,” “Intellectual Property,” “Communications Decency Act Notice,” “Communications to Us; User Submissions; and Publicity,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in a signed writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in a signed writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2019 Figment Networks Inc. All rights reserved.