Terms of Service

Effective as of July 19, 2023
INTRODUCTION
These Terms of Service (these "Terms") govern your access to and use of: certain products, services and properties made available by DFlow Inc. ("DFlow," "we," "us" or "our"), including the website, available at https://dflow.net/ (the "Website"); the DFlow Platform (as defined below), governed by the DFlow Protocol (as defined below), which enables Trading Entities (as defined below) to bid on and purchase the right to receive orders ("Orders") to buy, sell and trade Digital Assets, both on an individual and a batch basis (collectively, "Order Flow"), from third-party wallets ("Order Flow Wallets"); and any software and services provided on or in connection with the Website, Platform and DFlow Protocol (collectively with the Website and Platform, "Service(s)"). As used herein, the terms "you," and "your" refer to each individual who enters into these Terms on such individual's own behalf or any entity on behalf of which an individual enters into these Terms. Certain features of the Service may be subject to additional guidelines, terms, or rules ("Supplemental Terms"), which will be displayed in connection with such features. All such Supplemental Terms are incorporated by reference into these Terms. If these Terms are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such services.
THESE TERMS OF USE ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY. BY BROWSING THE WEBSITE, CONNECTING A DIGITAL WALLET TO THE SERVICE, ACCESSING OR USING THE DFLOW PROTOCOL THROUGH THE SERVICE, AND/OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
THE SERVICE PROVIDES A USER INTERFACE THAT ENABLES END USERS TO INTERACT WITH THE DFLOW PROTOCOL. WE ARE NOT A LICENSED EXCHANGE, FUNDING PORTAL, CUSTODIAN, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, FINANCIAL ADVISER, FINANCIAL INSTITUTION, LENDER, OR BORROWER, WHETHER IN THE UNITED STATES OR ELSEWHERE. THE SERVICE IS AN ADMINISTRATIVE PLATFORM ONLY. NEITHER DFLOW NOR OUR SERVICE GIVES, OFFERS OR RENDERS INVESTMENT, TAX, OR LEGAL ADVICE. THE SERVICE INCLUDES A SOFTWARE-BASED PLATFORM THAT ALLOWS ORDER FLOW WALLETS, CENTRALIZED AND DECENTRALIZED TRADING ENTITIES ("TRADING ENTITIES"), AND OTHER PARTIES TO BUY AND SELL DIGITAL ASSET ORDER FLOW TO AND FROM THIRD PARTIES UNAFFILIATED WITH DFLOW. BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL. DFLOW IS NOT A PARTY TO ANY AGREEMENT BETWEEN ANY USERS OF THE SERVICE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT DFLOW SHALL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY BUYER OR SELLER OF ORDER FLOW IN RESPECT OF THE USE, MISUSE, PROVISION OR FAILURE TO PROVIDE ANY USER ASSET (AS DEFINED BELOW).
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY SOFTWARE PLATFORM YOU TRANSACT WITH THROUGH THE SERVICE. DFLOW MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ANY SOFTWARE PLATFORM, INCLUDING ANY DEFI PLATFORM (AS DEFINED BELOW).
PLEASE BE AWARE THAT SECTION 16 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND DFLOW. 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 AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (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.
PLEASE BE AWARE THAT SECTION 5.c OF THESE TERMS, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING EMAIL COMMUNICATIONS.
Please refer to ourPrivacy Policy for information about how we collect, use and share personal information about you. By submitting data through the Service, you expressly consent to the collection, use and disclosure of your personal data in accordance with the Privacy Policy.
DFlow reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the "Last Updated" date at the beginning of these Terms. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review these Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you may not access or use the Service.
THE DFLOW PROTOCOL
Use of the DFlow Protocol. The DFlow Protocol governs the DFlow application-specific blockchain platform ("Platform"), a digital network that supports smart contracts and enables users to deploy cryptocurrency and other digital assets ("Digital Assets") across one or more third party digital platforms, including any blockchain networks or networks of smart contracts ("DeFi Platforms") which support Digital Asset trading (the "DFlow Protocol"). DFlow may not have actual or constructive administrative control over the DFlow Protocol or your use thereof, and may not be able to access, transfer, or take custody of Digital Assets stored in, transferred via, or custodied by any smart contract enabled by the DFlow Protocol, nor may DFlow have the ability to upgrade or modify any existing smart contracts that are part of the DFlow Protocol. DFlow does not necessarily monitor or control any use of the DFlow Protocol by third parties and/or any use of the DFlow Protocol that does not take place on or through the Services. DFlow makes no representations or warranties about the functionality of the DFlow Protocol. All use of the DFlow Protocol is undertaken at your own risk, and DFlow is not and shall not be liable to you or to any third party for any loss or damage arising from or connected to your or any third party's use of the DFlow Protocol. Notwithstanding anything to the contrary set forth herein, the terms of Section 12 (Assumption of Risk), Section 14 (Disclaimers), and Section 15 (Limitation of Liability) of the Terms apply, mutatis mutandis, to any claims arising out of your use of the DFlow Protocol.
No Updates or Modifications. DFlow does not have the ability to freeze the DFlow Protocol, nor does DFlow have the ability to update previously released smart contracts or transactions that are part of the DFlow Protocol. DFlow may, at its sole discretion, choose to release a new version of the DFlow Protocol. The Service may not be interoperable with prior, abandoned, or outdated versions of the DFlow Protocol.
OUR SERVICE
The Service.In order to access certain Services, you may be required to become a "Registered User" by connecting a third-party digital wallet (a "Digital Wallet") to the Service. A Registered User can visualize such Registered User's Digital Assets, Order Flow bids ("Bids"), Order Flow sales offers ("Sale Offers"), or previously executed Order Flow sales or purchases ("User Assets") that have been deployed across DeFi Platforms using the DFlow Protocol (each such deployment, a "Transaction"). These visualizations may include graphs, projections, and other information about your User Assets (collectively, "User Asset Information"), including without limitation any amounts earned by you from the sale of User Assets through DeFi Platforms using the DFlow Protocol ("Earnings"). DFlow does not own or control your Digital Wallet or any Defi Platform.
DFlow Protocol. DFlow does not have any access to or control over your User Assets when you deploy such User Assets using the DFlow Protocol, and all use of the DFlow Protocol is at your own risk. Information that may be provided to you by the Service about your allocation of your User Assets and your Earnings are all considered User Asset Information.
Your User Assets.When you connect a Digital Wallet and use the Service, you represent and warrant that (a) you own or have the authority to connect to the Digital Wallet; (b) you own or have the authority to deploy any User Assets; (c) all User Assets you deploy or otherwise make available in connection with the Service have been earned, received, or otherwise acquired by you in compliance with all applicable laws; and (d) no User Assets that you deploy or otherwise make available in connection with the Service or the DFlow Protocol have been "tumbled" or otherwise undergone any process designed to hide, mask, or obscure the origin or ownership of such User Assets.
Compatibility Risk. The Service may not be compatible with all forms of cryptocurrency, and certain of your User Assets may not be compatible with the Service. Whether or not a User Asset is then-currently compatible with the Service may change at any time, in DFlow's sole discretion, with or without notice to you.
Earnings. Any Earnings that you receive in connection with your use of the DFlow Protocol are provided by the applicable Defi Platform or Trading Entities, and not DFlow. Any Earnings you receive or do not receive are at the sole discretion of such Defi Platform(s) or Trading Entities, and DFlow shall have no obligation to you to facilitate any Earnings payment and no liability to you in connection with any Earnings or your failure to receive the same. DFlow does not custody or control your User Assets, and does not provide, guarantee, or promise any return or Earnings on your User Assets.
Price Impacts. The deployment of your User Assets across the Services, including your deployment of Bids and Sale Offers prior to the execution of a Transaction, may impact the price on certain digital asset exchanges, now or in the future, of the Digital Asset underlying such User Assets, or other related Digital Assets. DFlow has no obligation to you, or to any third party, including the owner of a Digital Asset underlying such Bid or Sale offer, to mitigate such price impacts, and shall make no efforts to do so in its provision of the Services.
Taxes. You are solely responsible (and DFlow has no responsibility) for determining what, if any, taxes apply to any Transactions involving your User Assets, including your receipt of any Earnings.
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"), 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 these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS. If required by any license for particular OSS, DFlow makes such OSS, and DFlow's modifications thereto, available by written request at the notice address specified below.
YOUR ASSUMPTION OF RISK.
When you use the Service, you understand and acknowledge that DFlow is not a financial OR INVESTMENT advisor and that the Service ENTAILS A RISK OF LOSS AND may not meet your needs. DFlow may not be able foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. DFlow encourages you to periodically confirm the valuation and status of your User Assets through independent sources. DFlow is not responsible for your User Assets, and does not and cannot make any guarantee that your User Assets will earn any Earnings or that your User Assets will not lose value. The prices of cryptocurrency assets can be extremely volatile. DFlow makes no warranties as to the markets in which your User Assets are transferred, purchased, or traded.
You understand that the Service may not be suitable for your purposes, could have errors and, like any other software, the Service 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.
In order to be successfully completed, any Transaction involving your User Assets initiated by or sent to your Digital Wallet must be confirmed by and recorded on the blockchain(s) supporting such User Assets. DFlow has no control over any third party blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Service will be validated by or confirmed on the relevant blockchain, and DFlow 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 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 DeFi Platforms to which your User Assets may be deployed in connection with the Service; (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 DeFi Platforms to which your User Assets may be deployed in connection with the Service; (c) know, understand and accept the risks associated with your Digital Wallet and any DeFi Platforms to which your User Assets may be deployed in connection with the Service; and (d) accept the risks associated with blockchain technology and DeFi Platforms generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Service. You further agree that DFlow will have no responsibility or liability for such risks.
You acknowledge and agree that:
There are risks associated with using an Internet based currency, 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; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. You accept and acknowledge that DFlow will not be responsible for any communication failures, disruptions, errors, distortions or 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 may materially adversely affect the development of the Service.
DFlow 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 that are unfavorable to your User Assets. You acknowledge and accept that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value and function of any of your User Assets supported by that blockchain.
DFlow makes no guarantee as to the security of any blockchain or any DeFi Platform. DFlow is not liable for any hacks, double spending, stolen User Assets, or any other attacks on a blockchain or DeFi Platform.
The DeFi Platforms are controlled by third parties, and DFlow is not responsible for their performance nor any risks associated with the use thereof. The Service relies on, and DFlow makes no guarantee or warranties as to the functionality of or access to, any DeFi Platform, Digital Wallet, or other Third-Party Service.
You control your Digital Wallet, and DFlow is not responsible for its performance, nor any risks associated with the use thereof.
CONNECTING A DIGITAL WALLET; CONSENT TO ELECTRONIC COMMUNICATION
Connecting a Digital Wallet; Registration Information. In order to use certain features of the Service you will need to connect a compatible Digital Wallet and accept these Terms.You must be eighteen (18) years old to use the Service. When you connect your Digital Wallet to the Website or otherwise use the Service, you may be asked to provide certain information to us ("Registration Information").You agree to (i) provide accurate, current, and complete Registration Information; (ii) maintain and promptly update your Registration Information from time to time as necessary, (iii) maintain the security of your Digital Wallet and accept all risks of unauthorized access thereto, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Service or your Digital Wallet. DFlow may require you to provide additional information and documents at the request of any competent authority or in order to help DFlow comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. DFlow may also require you to provide additional information and documents in cases where it has reasons to believe that:
Your Digital Wallet is being used for money laundering or for any other illegal activity;
You have concealed or reported false identification information and other Registration Information; or
Transactions effected via your Digital Wallet were effected in breach of these Terms.
In such cases, DFlow, in its sole discretion, may disable your ability to use the Service until such requested additional information and documents have been reviewed by DFlow and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, DFlow may refuse to provide any Digital Asset, Content, product, service, and/or further access to the Service to you.
User Agreements. You agree that you will not:
buy, sell, rent, or lease access to the Service without our written permission;
attempt to use the Service after removal by us; or
access or try to access the Service through unauthorized third party applications or clients.
Consent to Electronic Communications. By connecting a Digital Wallet, you consent to receive electronic communications from DFlow (e.g., via email, message to such Digital Wallet, discord, or by posting notices to the Service). These communications may include notices about your use of the Service (e.g., transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, any requirements that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
User Representations and Warranties. When you connect a Digital Wallet to the Service, you hereby represent and warrant, to and for the benefit of DFlow and its affiliates, as follows:
You have all requisite capacity, power and authority to enter into and perform your obligations under these Terms, including to access the Service, and deploy any User Assets. The execution, delivery and performance of, and the performance of your obligations under, these Terms have been duly authorized by all necessary action on your part and on the part of any entity on behalf of which you are entering into these Terms, and no other proceedings are necessary to authorize the execution, delivery or performance of your obligations under these Terms.
These Terms constitute your legal, valid and binding obligation, enforceable against you in accordance with these Terms.
All Registration Information and other information provided to DFlow by you is accurate and complete. None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into these Terms; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into these Terms (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with these Terms is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://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; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
You are sophisticated, experienced and knowledgeable in the matters contemplated by these Terms. Additionally, you have conducted an independent investigation of the Service and the matters contemplated by these Terms, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing and, in making the determination to use the Service, you have relied solely on the results of such investigation and such independent judgment. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and Digital Assets generally are evolving, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, DFlow, in determining to enter into these Terms and use the Service.
There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using Users Assets, Digital Assets or any other token- or 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. 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 Digital Assets.
Responsibility for Fees. You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
PRICING; PAYMENTS
General. All pricing and payment terms are as indicated at point of sale or otherwise on the Service, and any payment obligations you incur are binding at the time of the applicable Transaction or other use of the Service.
Interacting with the DFlow Protocol. Once you draft and sign a transaction message through your connected Digital Wallet, your Bid or Sale Offer for Order Flow will be added to the Platform. If such Bid or Sale Offer is accepted, the Transaction will be added, as applicable, to the applicable DeFi Platform, using the DFlow Protocol.
Gas Fees. You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete the Transaction. "Gas Fees" are transaction fees determined by market conditions on the applicable blockchain network, including the Platform, at the time you effect a Transaction, and may not be determined, set, or charged by DFlow.
Payment Currency. You may not substitute any other currency (including any other cryptocurrency) for the currency in which you have contracted to pay at the time you entered into an agreement. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any payment obligation. Whether a particular cryptocurrency is accepted as a payment method by DFlow is subject to change at any time in DFlow's sole discretion. DFlow may add or change any supported blockchains or payment processing services at any time in its sole discretion. All such services may be subject to additional terms and conditions.
OWNERSHIP
Content. Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the DFlow logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content") are the proprietary property of DFlow or our affiliates, licensors or users, as applicable.
Third-Party Licenses. Notwithstanding anything to the contrary in these Terms, the Service and Content may include software components provided by DFlow or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
License to Service and Content. You are hereby granted a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable, "as-is" license to access and use the Service and Content for your own personal, non-commercial use; provided, however, that such license is subject to these Terms and does not include any right to (i) sell, resell, or use commercially the Service or Content, (ii) distribute, publicly perform, or publicly display any Content, (iii) modify or otherwise make any derivative uses of the Service or Content, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Service or Content, except as expressly permitted by us, and (vi) use the Service or Content other than for their intended purposes. This license is subject to your compliance with the Acceptable Use Policy set forth in Section 9 below.
THIRD-PARTY SERVICES; THIRD-PARTY TERMS
The Service may contain links to third-party properties and applications, including without limitation certain DeFi Platforms (collectively, "Third-Party Services"). When you click on a link to a Third-Party Service, you are subject to the terms and conditions (including privacy policies) of another property or application. DFlow is not responsible for any Third-Party Services. DFlow provides links to these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services. You use all links in Third-Party Services at your own risk. When you leave our Service, our Terms and policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any Transaction with any third party.
ACCEPTABLE USE POLICY
You agree that you are solely responsible for your conduct while accessing or using the Service. You agree that you will abide by these Terms and will not:
Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Service in any manner;
Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Service;
Reverse engineer any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;
Collect or harvest data from our Service that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;
Use data collected from our Service for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, unsolicited airdrops, and direct marketing);
Bypass or ignore instructions that control all automated access to the Service;
Use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms;
Use the Service to carry out any illegal activities, or use the Digital Wallet or User Assets that you use in connection with the Service in connection with any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Service;
Engage in or knowingly facilitate any "wash trading," "pump and dump trading," "ramping," "cornering" or fraudulent trading activities, including:
trading a Digital Asset, or Digital Asset Order Flow, 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; or
executing or causing the execution of any Transaction in a User Asset which involves no material change in the beneficial ownership thereof.
Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to using the Service to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions.
INVESTIGATIONS
If DFlow becomes aware of any possible violations by you of these Terms, DFlow reserves the right to investigate such violations. If, as a result of the investigation, DFlow believes that criminal activity may have occurred, DFlow reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. DFlow is entitled, except to the extent prohibited by applicable law, to disclose to third parties any information or materials in DFlow's possession, including in order to (i) comply with applicable laws, legal process or governmental request; (ii) enforce these Terms, (iii) respond to your requests for customer service, or (iv) protect the rights, property or personal safety of DFlow, its users, or the public, as DFlow in its sole discretion believes to be necessary or appropriate. By agreeing to these Terms, you hereby provide your irrevocable consent to such monitoring. You understand, acknowledge, and agree that you have no expectation of privacy concerning your use of the Service, including without limitation text, voice, or video communications.
RELEASE
You hereby release and forever discharge DFlow and our officers, employees, agents, successors, and assigns (the "DFlow Entities") from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, any DeFi Platform). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
ASSUMPTION OF RISK RELATED TO BLOCKCHAIN
You acknowledge and agree that:
The prices of Digital Assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your User Assets, including your Digital Assets.
You are solely responsible for determining what, if any, taxes apply to any Transaction. Neither DFlow nor any other DFlow Entity is responsible for determining the taxes that may apply to Transactions.
User Assets exist and can be transferred only by virtue of the ownership record maintained on the blockchain supporting such User Assets. Any transfer of User Assets occurs within the supporting blockchain and/or as facilitated by the DFlow Protocol, and not on the Service.
There are risks associated with using digital currency, including but not limited to the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet.
There are risks associated with use of the DFlow Protocol, including but not limited to security flaws and vulnerabilities, bugs, and other factors. DFlow makes no representations as to the security of the DFlow Protocol, and you enter into any Transaction using the DFlow Protocol at your own risk.
DFlow does not monitor, and is not liable to you for, any user activity in connection with the Service or the DFlow Protocol. DFlow cannot control, and makes no representations with respect to, any DeFi Platform.
The legal and regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of Digital Assets.
There are risks associated with user-generated assets, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable.
DFlow reserves the right to hide collections, contracts, and assets that DFlow suspects or believes may violate these Terms. Digital Assets you deploy may become inaccessible on the Service. Under no circumstances shall the inability to view your assets on the Service serve as grounds for a claim against DFlow.
DFlow has no responsibility for the User Assets, including any Digital Assets, deployed on or through the Service. DFlow does not investigate and cannot guarantee or warrant the legality or value of any User Asset made available on the Service. For the avoidance of doubt, DFlow shall have no responsibility for any failure of any user to comply with any terms regarding the User Asset furnished by or on behalf of that user and available via the Service.
INDEMNIFICATION
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless DFlow and the DFlow Entities from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Service or the Service, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service or any User Assets, (b) any feedback you provide, (c) your violation of these Terms, and (d) your violation of the rights of any third party, including another user. You agree to promptly notify DFlow of any third-party Claims and cooperate with the DFlow Entities in defending such Claims. You further agree that the DFlow Entities shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND DFLOW.
DISCLAIMERS
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. DFLOW (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. DFLOW DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE OR ANY CONTENT CONTAINED THEREIN. DFLOW DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE DFLOW ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, DFLOW CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, OR ANY USER ASSETS LISTED ON OUR SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF THE SERVICE. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF USER ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR USER ASSETS; (VI) YOUR USE OF OR FAILURE TO USE THE DFLOW PROTOCOL; OR (VII) ANY USE OR MISUSE OF THE SERVICE BY YOU OR ANY THIRD PARTY.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DFLOW OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FROM TIME TO TIME, DFLOW MAY OFFER NEW "BETA" FEATURES OR TOOLS. ALL SUCH FEATURES OR TOOLS ARE OFFERED "AS IS" AND WITH ALL FAULTS, SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT DFLOW'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
USER ASSETS ARE INTANGIBLE ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN PLATFORM. WE DO NOT GUARANTEE THAT DFLOW OR ANY DFLOW ENTITY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY USER ASSETS. WE CANNOT AND DO NOT GUARANTEE THAT ANY USER ASSET WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT YOU WILL BE ABLE TO RECEIVE OR ACCESS ANY USER ASSET ACCESS PRIVILEGES OR OTHER BENEFITS ASSOCIATED WITH ANY USER ASSET THAT YOU BUY OR SELL THROUGH THE SERVICE.
DFLOW IS NOT AN INVESTMENT ADVISOR. NEITHER DFLOW NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES. NEITHER DFLOW NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN "EXPERT" UNDER THE SECURITIES ACT OF 1933. NEITHER DFLOW NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, THE SECURITIES AND EXCHANGE COMMISSION OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION
YOU ACKNOWLEDGE AND AGREE THAT DFLOW PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD DFLOW PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND DEFI PLATFORMS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. DFlow 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 DFlow'S control, including without limitation through the deployment of User Assets to any DEFI PLATFORM in connection with the Services.
DFlow 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., wallet, smart contract), blockchains, or any other features of or inherent to the User Assets. DFlow is not responsible for casualties due to developers or representatives delay or failure to report any issues with any blockchain supporting User Assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort, including without limitation any issues arising from or related to the DFlow Protocol.
Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION(S) MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DFLOW BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICE, ANY USER ASSETS, ANY TRANSACTION, YOUR USE OF OR INABILITY TO USE THE DFLOW PROTOCOL FOR ANY PURPOSE, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF DFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF DFLOW ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCESS TO AND USE OF THE SERVICE, CONTENT (INCLUDING YOUR CONTENT), YOUR USE OF OR INABILITY TO USE THE DFLOW PROTOCOL, OR ANY USER ASSETS DEPLOYED OR VIEWED THROUGH THE SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO DFLOW BY YOU FOR THE SERVICE IN THE TRANSACTION OR INCIDENT THAT IS THE SUBJECT OF THE CLAIM.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
DISPUTE RESOLUTION. PLEASE READ THIS ARBITRATION AGREEMENT (THE "ARBITRATION AGREEMENT") CAREFULLY. IT IS PART OF YOUR CONTRACT WITH DFLOW AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and DFlow agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive from us, any products (including any User Assets) used by you through or in connection with the Service, any use of or interaction with the DFlow Protocol (including any failure of the same) or the Terms and prior versions of the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (1) you and DFlow may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or DFlow 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 arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.
Informal Dispute Resolution. There might be instances when a Dispute arises between you and DFlow. If that occurs, DFlow is committed to working with you to reach a reasonable resolution. You and DFlow agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and DFlow therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to DFlow that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to the contact information set forth in Section 18. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address and/or Digital Wallet address (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 your Dispute. The Informal Dispute Resolution Conference 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 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. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
Waiver of Jury Trial. YOU AND DFLOW 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 DFlow are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled "Applicability of Arbitration Agreement" above. 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. YOU AND DFLOW AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 16.i, 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, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. 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 the subsection 16.i entitled "Batch Arbitration." Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, "Waiver of Class and Other Non-Individualized Relief," are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and DFlow 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 state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or DFlow from participating in a class-wide settlement of claims.
Rules and Forum. The Terms evidence 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 and any arbitration proceedings. If the Informal Dispute Resolution Conference process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and DFlow agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration (if applicable) as well as the applicable Digital Wallet address; (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 Conference process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request 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. Unless you and DFlow otherwise agree, or the Batch Arbitration process discussed in subsection 16.i is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and DFlow 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.
Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA'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 Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 16.i is triggered, the AAA will appoint the arbitrator for each batch.
Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to 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 for the following: (1) all Disputes arising out of or relating to the subsection entitled "Waiver of Class and Other Non-Individualized Relief," including any claim that all or part of the subsection entitled "Waiver of Class and Other Non-Individualized Relief" is unenforceable, illegal, void or voidable, or that such subsection entitled "Waiver of Class and Other Non-Individualized Relief" has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled "Batch Arbitration," all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled "Batch Arbitration." 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. 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 Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or DFlow 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 have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.
Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and DFlow agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against DFlow by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration"). All parties agree that Requests 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 issues 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 the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree 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 DFlow. You and DFlow agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, 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 a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
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 address set forth in Section 18, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, email address, Digital Wallet address (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Invalidity, Expiration. Except as provided in the subsection entitled "Waiver of Class and Other Non-Individualized Relief", if any part or parts of this Arbitration Agreement 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. You further agree that any Dispute that you have with DFlow as detailed in this Arbitration Agreement must be initiated via arbitration 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.
Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if DFlow makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to DFlow at the address set forth in Section 18, your continued use of the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. DFlow will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall 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.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with DFlow.
GENERAL
You may terminate these Terms by disconnecting your Digital Wallet, ceasing all further use of the Service, and sending us notice of your intention to terminate these Terms at the address set forth in Section 18, below. We reserve the right in our sole discretion to modify, suspend, or discontinue the Service, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you in our sole discretion. All sections of these Terms intended by their nature to survive, including without your indemnification obligations, all disclaimers, your release of DFlow, and our limitation of liability hereunder, shall survive such termination. These Terms, and your access to, and use of, the Service, shall be governed by and construed and enforced in accordance with the laws of the state of California, without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the courts of California. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. Your relationship to DFlow is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of DFlow. DFlow's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of DFlow and you and are not intended to confer third party beneficiary rights upon any other person or entity.
CONTACT INFORMATION
DFlow Inc.
ATTN: DFlow Legal
Address: 917 W. Washington Blvd, Suite 224, Chicago, IL 60607
Email: [email protected]