Terms of Use

Effective date: [February 19, 2023]

Hello, and welcome to Satoshi App’s Terms of Use (these “Terms”). These Terms are important because they describe your rights and obligations when using the Services (defined below) offered by us or our affiliates.

Please note that these Terms contain Indemnification, Governing Law, Dispute Resolution, Assumption of Risk and Disclaimer of Warranties and Limitation of Liability sections that affect your rights, including your ability to bring legal claims against us.

Please read these Terms, our Privacy Policy (the “Privacy Policy”) and any other terms referenced in this document carefully. If you do not agree to be bound by these Terms of Use, you are not permitted to use our Services. We recommend that you save and print a copy of these terms for future reference.

1.Introduction

Welcome to Satoshi App, operated by Satoshi App (BVI) Ltd., Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands (“Satoshi”, “we”, “us”, “our”). These Terms govern your access to and use of the Satoshi website (“Website”) and/or the mobile or desktop software application Satoshi App (“App”), (collectively, the “Services”). By signing up to use an account, you agree to be bound by the terms and conditions contained in these Terms, including Section 10 ("Dispute Resolution"), as well as the Privacy Policy.

SATOSHI IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION OR CREDITOR. THE SERVICES ARE OFFERED AS AN ADMINISTRATIVE PLATFORM ONLY.

2.Using Our Services

Important disclaimers. Satoshi is not intended as, and does not provide, any investment or financial advice whatsoever. As with any financial or investment decisions, you should conduct your own research and due diligence investigation, to properly evaluate the benefits and risks of any investment or financial transaction. You should also seek the advice and guidance of qualified accountants, financial advisors, tax advisors, legal counsels and investment advisors, in connection with any investment or financial transaction.

Eligibility. You may not use the Services if you are below the legal age in your jurisdiction or it is otherwise illegal in your jurisdiction for you to access, view and/or use the Services. If any of these conditions apply to you, please leave this Site immediately. If you do not leave this Site, then you will be deemed for all purposes to have represented that none of these conditions apply to you.

Additional Eligibility. Certain of our Services may impose additional eligibility requirements. For example, participating in the Game and receiving Points (each, as defined below) related to the Services will require that you verify your account with our third party verification provider. To verify your account, you will have to submit your picture and consent to the use of facial recognition software. The additional required information and eligibility requirements will be communicated to you when signing up or entering a Service that imposes additional requirements and may be updated at any time. Furthermore, certain features may be unavailable to users in certain jurisdictions.

Updates to Terms of Use. Your use of the Services is subject to your agreement to these Terms, which may be updated by us at any time with or without notice to you. The Effective Date of the most up to date Terms will be provided at the top of each version of these Terms, respectively. Any such updates will be effective upon our publishing such updated Terms. If you do not agree with these Terms, you may not use the Services.

Updates to the Services. We may update and change our Services from time to time, for example, to reflect changes to our products, our users' needs and our business priorities. We will try to give you reasonable notice of any major changes.

Users. In order to use certain portions of our Services, you will need to create an account (“User Account”). In order to create a User Account, you must log in through one of the third party services (such as Facebook, Google, Apple) (“Connected Account”) or sign up by providing the required information, such as your email address, and complete any additional required steps, such as account verification. By creating a User Account, you agree: (a) to provide accurate, current and complete information about yourself; (b) to maintain and promptly update from time to time as necessary your information; (c) to maintain the security of your password and accept all risks of unauthorized access involving your email and password combination and the information you provide to us; (d) to immediately notify us if you discover or otherwise suspect any security breaches related to the Services, or your email and password combination; (e) that you will use our Services only for yourself, and not on behalf of any third party, unless authorized by such third party; and (f) that you are fully responsible for all activity on the Services that occurs under your User Account. We may, in our sole discretion, refuse to allow you to create a User Account, or limit the number of User Accounts that you may associate with the Services, or suspend or terminate any User Account or access to the Services.

You also agree that you will not:
- Create multiple User Accounts;
- Use the Services under a different User Account if we’ve disabled access for you under a different User Account, unless you have our written permission first;
- Buy, sell, rent, or lease access to the Services under your User Account to any third party, unless you have our written permission first;
- Share your email and password combination or access to the Connected Account with anyone; or
- Log in or attempt to log in to access the Services through any unauthorized third party application(s) or client(s).

Account Communication. By creating a User Account, you agree to receive service related electronic communications from 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, that such communications be in writing. You may opt out of receiving promotional emails that you have previously opted-in to at any time by following the instructions to unsubscribe, as provided therein.

Chat. You may not access or use the chat function for any purpose other than that for which we make the our Services available. You agree not to use the chat for any of the following purposes including, but not limited to:
- Collecting usernames and/or email addresses of users to send unsolicited email or creating user accounts under false pretenses.
- Circumventing, disabling, or otherwise interfering with security-related features of the Service, including features that prevent or restrict the use or copying of any content or enforce limitations on the use.
- Trick, defraud, or mislead us and/or other users, especially in any attempt to learn sensitive account information such as user passwords.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Interfere with, disrupt, or create an undue burden on the Service or the networks and services connected to the Service.
- Attempt to impersonate another user or person, or use the username of another user.
- Use any information obtained from the Service in order to harass, abuse, or harm another person.
- Harass, annoy, intimidate, or threaten any of our employees, agents, or other users.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Site, or any material that acts as a passive or active information collection or transmission mechanism.
- Use, launch, or engage in any automated use of the system, such as using scripts to send comments or messages, robots, scrapers, offline readers, or similar data gathering and extraction tools.
- Falsely imply a relationship with us or another company with whom you do not have a relationship.

3.Game Activities

Satoshi Platform. Satoshi offers access to Games (defined below). Games are operated by third parties we collaborate with. The rules described in this section apply to all users and all Games. However, certain Games may have additional rules or requirements, which will be provided to you if you chose to participate in the relevant Game.

The Game. Within the App, Users can enroll in certain activities (“Games”) and earn “Points”. Games are organized and operated by third parties we collaborate with (each, “Game Organizer”). Points earned are determined by your participation in the Game, such as completing certain tasks, referring a friend, or logging in daily. Some recurring tasks may result in regular Points awards based on your participation level (your “Earning Frequency”). The Game Organizer determines the precise method for calculating Earning Frequency, and those methods will be displayed to you when you decide to participate in a Game. Points have no value. Some Games, as decided by each Game Organizer, may result in distributions of cryptographic tokens or other blockchain-based assets (“Tokens”) by the Game Organizer directly to a User Wallet, based on the amount of Points you have accumulated. Whether a Game offers Tokens will be disclosed to you when you chose to participate in a Game.

Disclaimers. Your Earning Frequency and Points are not an asset, have no monetary value, and are non-transferrable. Satoshi reserves the right to delete, reduce, or restrict Your Earning Frequency, in accordance with these Terms. Additionally, Satoshi reserves the right to withhold or restrict participation in the Game or accruing of any Points to comply with any applicable laws or regulations, as determined by us in our sole discretion. U.S. residents are not eligible to participate in any Game. By participating in any Game, you represent that you are not a resident of the United States.

Satoshi makes no offer or invitation to acquire, purchase, transfer, sell, or otherwise deal in any cryptographic tokens or other blockchain-based asset, including any Tokens that may be offered by Game Organizers. Game Organizers are responsible for the content on their info page and any opinions or views expressed therein do not necessarily reflect those of Satoshi. Satoshi is not responsible for the success or authenticity of any project and offering a Game on the App is not an endorsement of the Game or the Game Organizer.

Tax Obligations. Use of the App, including your participation in the Game and potentially receiving Tokens, may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Additional Requirements. There may be additional eligibility requirements in order to receive Tokens from a Game. For example you may need to comply with certain ‘Know You Customer’ obligations required by us or Game Organizer. Additionally, you will need to have a compatible and supported cryptographic wallet (a “Wallet”). When using a Wallet in connection with a Game or the Services, you agree:
- we and the Game Organizer shall not be responsible to secure your private keys, seed words, credentials or other means of authorization of your Wallet(s);
- you own and control any Wallet you use in connection with our Services and you are responsible for implementing all appropriate measures for securing any Wallet you use, including any private key(s), seed words, credentials or other means of authorization necessary to access such storage mechanism(s); and
- we and the Game Organizer will not have any liability for any security breach or other act or omission, or any other incident or circumstance, which result in your loss of access or custody of any assets stored in your Wallet.

SATOSHI will NEVER ask for youR private keys, seed words, or the secret recovery phrase associated with your wallet.

4.Termination of Access to Services

Suspension, Termination, and Cancellation. Satoshi may, at its option and in its sole discretion: (a) suspend, restrict, or terminate your access to any or all of the Services, and/or (b) deactivate or cancel your User Account, if: (i) we are so required by a facially valid subpoena, court order or binding order of any government authority; (ii) we reasonably suspect you of using the Services in connection with any Prohibited Uses (as defined below); (iii) your use of the Services is subject to any pending litigation, investigation, or government proceeding and/or we, in our sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) any of our service partners are unable to support your use thereof; (v) you take any action that Satoshi deems in its sole discretion as circumventing Satoshi’s controls, or abusing promotions which Satoshi may offer from time to time; or (vi) you breach these Terms.

If Satoshi suspends or closes your User Account or terminates your use of the Services for any reason, we will provide you with notice of our actions, unless a court order or other legal process prevents or prohibits Satoshi from providing you with such notice. You acknowledge that Satoshi’s decision to take certain actions, including limiting access to or suspending your User Account, may be based on confidential criteria that are essential to Satoshi’s risk management and/or security protocols. You agree that Satoshi is under no obligation to disclose the details of its risk management and/or security procedures to you.

5.User Conduct

Prohibited Uses. You may not use the Services to engage in the following categories of activity ("Prohibited Uses"). The Prohibited Uses listed below are representative, but not exhaustive, and Satoshi reserves the right to update or amend such list in its sole discretion at any time, with or without notice to you. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at [email protected]. By creating a User Account, you agree that you will not use your User Account to do or undertake any of the following, as determined by Satoshi in its sole discretion:
- Abusive Activity: Actions which: (i) conduct, facilitate, authorize, or permit any text or data mining or web scraping, (ii) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (iii) transmit or upload any material to the Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; (iv) attempt to gain unauthorized access to the Services, other User Accounts not belonging to you, computer systems or networks connected to the Services, through password mining or any other means; (v) use the email and password combination of any third party to access or use the Services, except in the case of applications which are specifically authorized by a third party to access such third party’s User Account and information; or (vi) transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Satoshi.
- Unlawful Activity: Activity which would violate, or assist in the violation of, any law, statute, ordinance or regulation, sanctions programs administered in any of the countries where Satoshi conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity.
- Abuse Other Users: Interfere with another individual's access to or use of the Services; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity, and intellectual property) of others; or harvest or otherwise collect information from the Services about others, including, without limitation, email addresses, without proper consent.
- Fraud: Activity which operates to defraud Satoshi, any Satoshi user(s) or any other person, or provide any false, inaccurate, or misleading information to Satoshi.

6.Copyright and License to You

Information Ownership. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Satoshi logo and all designs, text, graphics, trademarks, pictures, information, data, software, sound files, and/or other files related thereto and/or associated therewith and the selection and arrangement thereof (collectively, “Content”) are and shall remain the sole and proprietary property of Satoshi or our affiliates or licensors, if and as applicable.

Third Party Intellectual Property. Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by Satoshi or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern the usage of such software components, as applicable.

Third Party Services. The Services may contain links to third-party websites (“Third-Party Websites”) and/or applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination. Satoshi provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications or their products or services. You use all links in Third-Party Websites and Third-Party Applications at your own risk.

Limited License to You. These Terms grant users a limited and non-exclusive right to use the Services, including all Content thereon. Except as indicated otherwise herein or in any additional terms or conditions, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any of the Content on our Services, except as follows:
- Your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your web browser for display enhancement purposes.
- You may download a single copy of the mobile application to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide any so-called “social media” features as part of the Services, you may take such actions as are enabled by such features and are consistent with these Terms.
You must not:
- Modify copies of any Content from the Services.
- Use any illustrations, photographs, video, or audio sequences or any graphics available through the Services separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials available through the Services.

If you wish to make any use of Content other than that set out in this Section, please address your request to: [email protected].

7.Risks Inherent to Blockchain Technologies

By accessing and using the Services, you represent that you understand the risks inherent to and associated with blockchain networks and cryptographic systems and warrant that you have the technical sophistication and working knowledge required to use, engage, or interact with blockchain networks, cryptographic systems, smart contracts, and digital assets, such as Ether (ETH), Bitcoin (BTC), and Core (CORE) (collectively, “Blockchain Technologies”).

By accessing and using the Services, you assume all risks associated with using Blockchain Technologies, including, but not limited to, the risk of hardware, software and internet connections failure or problems, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. You accept and acknowledge that Satoshi will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using any Blockchain Technologies for processing transactions, however caused.

Additionally, you understand that the markets for cryptographic and digital assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that we are not responsible for any of these variables or risks, do not own or control any blockchain, and cannot be held liable for any resulting losses that you experience as a result of your use of Blockchain Technologies. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using Blockchain Technologies as part of your use of the Services.

8.Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Satoshi, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Satoshi Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind, and nature whatsoever, whether known or unknown, that are caused by, arise out of, or are related to (a) your use or misuse of the Services, (b) your violation of these Terms, and/or (c) your violation of any right(s) of any third party. You agree to promptly notify Satoshi of any Claim(s) and shall cooperate fully with the Satoshi Parties in defending such Claims. You further agree that the Satoshi Parties 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 ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND SATOSHI.

9.Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY SATOSHI, THE SERVICES, CONTENT CONTAINED THEREIN, AND ANY DIGITAL ASSET(S) LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SATOSHI (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKES NO WARRANTY THAT THE SERVICES: (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. SATOSHI 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 SERVICES, CONTENT CONTAINED THEREIN. 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.

YOU AGREE AND ACKNOWLEDGE THAT SATOSHI HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS. SATOSHI MAKES NO OFFER OR INVITATION TO ACQUIRE, PURCHASE, TRANSFER, SELL, OR OTHERWISE DEAL IN TOKENS. YOU WAIVE ANY AND ALL RIGHTS AND CLAIMS YOU MAY HAVE, WHETHER KNOWN OR UNKNOWN AGAINST SATOSHI (AND ANY RELATED PARTIES) RELATED TO THE EARNING FREQUENCY, AIRDROPS, TOKENS, AND REWARDS AVAILABLE ON THE SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SATOSHI OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS, LOSS OF PRIVATE KEY, LOSS OF SEED PHRASE, LOSS OF ACCESS TO ANY DIGITAL WALLET, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY CONTENT ON THE SERVICES OR ANY OTHER WEBSITES AND MOBILE APPLICATIONS OR ANY ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL SATOSHI’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, REWARDS OR ANY PRODUCTS OR SERVICES ON THE SERVICES EXCEED THE GREATER OF $100

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.

THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

10.Dispute Resolution

This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.

Informal Process. You agree that in the event of any dispute between you and Satoshi, you will first contact Satoshi in writing and make a good faith sustained effort for no less than forty-five (45) days to resolve the dispute before resorting to more formal means of resolution, including without limitation, any arbitration.

Agreement to Arbitrate. Any dispute, controversy or claim that remains unresolved after the forty-five (45) day informal dispute resolution process concludes (collectively, “Dispute”) relating in any way to these Terms or Satoshi’s services and/or products, including but not limited to the Services, or relating in any way to the communications between you and Satoshi or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies to you and to Satoshi. However, this arbitration agreement does not (a) govern any Dispute by Satoshi for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms, or (b) bar you from making use of applicable small claims court procedures in appropriate cases.

You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Satoshi are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision is severable from and will survive any termination of these Terms.

If you wish to initiate an arbitration proceeding, after following the informal dispute resolution procedure, you may file online via AAA WebFile® (File & Manage a Case) at www.icdr.org, by email, mail, courier, or facsimile (fax). For filing assistance, parties may contact the ICDR directly at any ICDR or AAA office. The ICDR may be contacted as follows:

Mail:
International Centre for Dispute Resolution Case Filing Services
1101 Laurel Oak Road, Suite 100
Voorhees, NJ, 08043
United States

AAA WebFile: www.icdr.org
Email: [email protected]
Phone: +1.856.435.6401
Fax: +1.212.484.4178
Toll-free phone in the U.S. and Canada: +1.877.495.4185
Toll-free fax in the U.S. and Canada: +1.877.304.8457

Arbitration Procedure and Rules.

Any Dispute, including all questions of arbitrability, shall be settled by arbitration administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with its International Arbitration Rules by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the ICDR in accordance with the International Arbitration Rules. The place, or legal seat of arbitration, shall be Geneva, Switzerland, and the language of the arbitration shall be English.

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons without the consent of both parties. Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator as set forth below.

Subject to the limitation of liability set forth above, the arbitrator shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of iura novit curia. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.

No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH SATOSHI MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.

11.Miscellaneous

Governing Law and Venue. These Terms, your access to and use of the Services and Content, and your participation in the Services, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles of the State of Delaware, or any other jurisdiction 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 state or federal courts sitting in the State of Delaware. However, as a consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident and nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law.

Severability. 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.

Wavier. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Assignability. These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Satoshi’s prior written consent.

Notices. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Contact us

If you have any questions or complaints about our Services or these Terms, please email us at [email protected] or write to us at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.