These terms and conditions (these “Terms”) constitute a binding legal agreement between each individual, entity, group or association who views, interacts, links to or otherwise uses or derives any benefit from the Site (as defined below) (“Users”) and Pythia Orbiter 2, a Cayman Islands limited liability company (the owner/operator of the Site) and each of its successors and assigns (the “Site Operator”).
Among other things, the Terms and Conditions provide that you must:
The above is only a partial summary. You should read the Terms and Conditions in their entirety. In the event of any conflict or consistency on between this summary and the Terms and Conditions relating to any issue, the Terms and Conditions will be determinative of the issue.
The Site aggregates and publishes publicly available third-party information about:
The Site also offers interaction methods whereby the User can indicate a transaction the User would like to perform in connection with the Astroport Smart Contract System (such as swapping one token for another). When used in this way, the Site can generate a draft transaction message which the User can independently utilize in conjunction with a third-party wallet application or device to conduct transactions on Terra.
The Astroport Smart Contract Protocol is software source code freely licensed to the public, which provides an “automatic market-making” protocol through which tokens can be traded and certain other protocols through which tokens can be voted, staked or otherwise transacted with on any compatible peer-to-peer blockchain network system. The Astroport Smart Contract System is a copy of the Astroport Smart Contract Protocol that has been compiled to bytecode and permanently associated with one or more specific public addresses on Terra. Through a compatible third-party Terra wallet application or device or a Terra Node, any User may pay Terra Validators to operate and record the results of the Astroport Smart Contract System in accordance with the User’s instructions, thus effectuating token transactions on Terra.
The Site Operator does not own, operate or control Terra or the Astroport Smart Contract System. Using Terra or the Astroport Smart Contract System does not require use of the Site. The Site aggregates and publishes publicly available information about Terra and the Astroport Smart Contract System in a user-friendly and convenient format. Such information is also independently available from other sources—for example, a person may directly review Terra transaction history, account balances and the Astroport Smart Contract System on a Terra block explorer.
By combining publicly available information with the User’s interactions with the Site, the Site can draft standard transaction messages compatible with the Astroport Smart Contract System which are designed to accomplish the User’s operational goals as expressed through the interactions. If the User so wishes, the User may broadcast such messages to Terra in order to initiate token transactions.
All draft transaction messages are delivered by the Site via API to a compatible third-party Terra wallet application or device selected by the User after pressing the “Connect Wallet” button on the Site. The User must personally review and authorize all transaction messages that the User wishes to send to Terra; this requires the User to sign the relevant transaction message with a private cryptographic key inaccessible to the Site. The User-authorized message will then be broadcast to Terra Validators through the wallet application or device and the User may pay a network fee to have the Terra Validators apply the transaction message to the Astroport Smart Contract System and record the results on Terra—resulting in a token transaction being completed on Terra.
The Site Operator and the Site are not agents or intermediaries of the User, do not store or have access to or control over any tokens, private keys, passwords, accounts or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User. The Site does not hold and cannot purchase, sell or trade any tokens. All transactions relating to the Astroport Smart Contract System are effected and recorded solely through the interactions of the User with the Terra Validators , who are not under the control of or affiliated with the Site Operator or the Site.
Each User hereby acknowledges and agrees and consents to, and assumes the risks of, the matters described in this Section 2.
Site Operator makes no representations or warranties as to the quality, origin, or ownership of any content found on or available through the Site. Site Operator shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content. Site Operator shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content.
In providing information about tokens, the Site associates or presumes the association of a token name, symbol or logo with a specific smart contract deployed to one or more blockchain systems. In making such associations, the Site relies upon third-party resources which may not be accurate or may not conform to a given User’s expectations. Multiple smart contracts can utilize the same token name or token symbol as one another, meaning that the name or symbol of a token does not guarantee that it is the token desired by the User or generally associated with such name or symbol. Users must not rely on the name, symbol or branding of a token on the Site, but instead must examine the specific smart contract associated with the name, symbol or branding and confirm that the token accords with User’s expectations.
Users are solely responsible for all matters relating to their accounts, addresses and tokens and for ensuring that all uses thereof comply fully with these Terms. Users are solely responsible for protecting the data integrity and confidentiality of their login information and passwords or private keys for the Site or any wallet applications or devices used in connection with the Site. The compatibility of the Site with Terra wallet applications and devices or other third-party applications or devices is not intended as, and you hereby agree not to construe such compatibility as, an endorsement or recommendation thereof or a warranty, guarantee, promise or assurance regarding the fitness or security thereof.
There are no fees or charges for use of the Site. Use of the Astroport Smart Contract System and use of Terra is subject to third-party transaction fees. The Site Operator does not receive such fees and has no ability to reverse or refund any mounts paid in error.
Site Operator Has No Business Plan and May Discontinue, Limit, Terminate or Refuse Support for the Site or any Smart Contracts, Tokens or Pools
The Site is a free web application operated and maintained in the sole and absolute discretion of the Site Operator The Site Operator assumes no duties, liabilities, obligations or undertakings to continue operating or maintaining the availability of the Site and may terminate or change the Site in any or all respects at any time. The Site Operator has no business plan or revenue model for the Site. The Site Operator does not have revenues or a viable long-term business plan or capital-raising plan, and may become unable or unwilling to fund the operational costs of the Site on a long-term basis or to fund the upgrade costs required to keep the Site up to date with current technologies.
The Site Operator has no obligation to ensure that the Site is a complete and accurate source of all information relating to the Astroport Smart Contract System or any other subject matter. The Site does not necessarily display all tokens that are available for trading in connection with the Astroport Smart Contract System. Even if the Site currently displays a particular token or token pair, the Site may discontinue tracking and publishing information about that token or token pair at any time, in the Site Operator’s sole and absolute discretion. In the event of such a discontinuation, Users may need to rely on third-party resources such as block explorers or Terra Core Nodes in order to get equivalent information, and, depending on the User’s level of expertise and the quality of such third-party resources, this may result in the User incurring financial losses due to delays or mistakes in processing information or transactions.
The Astroport Smart Contract Protocol is available under a free open-source license , and the Site Operator does not have proprietary or exclusive rights in the Astroport Smart Contract Protocol. It is possible that additional copies of the Astroport Smart Contract Protocol or derivatives thereof will be deployed to Terra or other blockchain systems in the future by any person, resulting in the existence of multiple ‘Astroport-branded’ smart contract systems. The Site Operator is under no obligation to publish information for all such copies of the Astroport Smart Contract Protocol or to warn Users regarding the existence of such alternatives.
The Site Operator reserves the right to terminate or limit any person’s User status or access to or use of the Site at any time, without or without notice, as determined in the Site Operator’s sole and absolute discretion. Such terminations and limitations may be based on any factor or combination of factors, including a person’s identity, blockchain address, IP address, internet service provider, virtual provider network provider, metadata, browser software, device type, wallet application, wallet device, region of citizenship or residence or current location, or suspicion that User has engaged or intends to engaged in any Prohibited Use.
The Site Operator reserves the right at all times to cooperate with any governmental or law enforcement investigation or to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, based on any applicable law, regulation, legal process or governmental request, in the Site Operator’s sole and absolute discretion.
The Site Operator and the Site are not registered or qualified with or licensed by, do not report to and are not under the active supervision of any government agency or financial regulatory authority or organization. No government or regulator has approved or consulted with the Site Operator regarding the accuracy or completeness of any information available on the Site. Similarly, the technology, systems, tokens and persons relevant to information published on the Site may not be registered with or under the active supervision of or be registered or qualified with or licensed by any government agency or financial regulatory authority or organization. The Site Operator is not registered as a broker, dealer, advisor, transfer agent or other intermediary.
Each User, subject to and conditioned upon such User’s eligibility under and acceptance of and adherence to these Terms, is hereby granted a personal, revocable, non-exclusive, non-transferable, non-sub-licensable license to view, access and use the Site for the Permitted Uses in accordance with these Terms.
The HTML and other software code and text used in the Site is available at [GITHUB] and is freely licensed under [LICENSE].
All Astroport-related marks, logos and branding used on the Site are non-proprietary and freely licensed under the [SHARE A LIKE LICENSE]. All other marks, logos and branding appearing on the Site (including token names, symbols and logos identified on the Site which may trade in connection with the Astroport Smart Contract System) are the property of their respective owners.
All Astroport-related marks, logos and branding used on the Site are non-proprietary and freely licensed under the [SHARE A LIKE LICENSE]. All other marks, logos and branding appearing on the Site (including token names, symbols and logos identified on the Site which may trade in connection with the Astroport Smart Contract System) are the property of their respective owners.
The Site does not engage in long-term storage of personally identifiable information. The Site may directly or indirectly collect and temporarily store personally identifiable information for operational purposes, including for the purpose of identifying blockchain addresses or IP addresses that may indicate use of the Site from prohibited jurisdictions or by sanctioned persons or other Prohibited Uses. Except as required by applicable law, the Site Operator will have no obligation of confidentiality with respect to any information collected by the Site.
The Astroport Smart Contract Protocol is available at [GITHUB] and is freely licensed under [LICENSE].
The Site is available exclusively for use by technologically and financially sophisticated persons who wish to use the Site for informational purposes only as an aid to their own research, due diligence and financial decisionmaking. Before utilizing information from the Site (including any draft transaction messages) to engage in transactions, each User must independently verify the accuracy of such information (and the consistency of such draft transaction messages with the User’s intentions). The foregoing are the “Permitted Uses”.
Each User must not, directly or indirectly, in connection with their use of the Site:
The foregoing matters are referred to herein as “Prohibited Uses”.
Each User hereby represents and warrants to Site Operator that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue as to a User, User shall immediately cease accessing and using the Site.
If User is an individual, User is of legal age in the jurisdiction in which User resides (and in any event is older than eighteen years of age) and is of sound mind. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.
User has all requisite capacity, power and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitutes a legal, valid and binding obligation of User enforceable against User in accordance with its terms.
User agreeing to these Term and using the Site does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any law applicable to User, or contract or agreement to which User is a party or by which User is bound.
User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the sanctions lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of a User home country. User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, the Crimea region (including Sevastopol) or any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo. The tokens or other funds User uses to participate in the Astroport Smart Contract System are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.
User is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including Terra, ERC20 tokens, yield-generating smart contract systems, automated market making smart contract systems, bonding curve systems and “smart contracts” (runtime bytecode deployed to Terra or another blockchain). User has conducted its own thorough independent investigation and analysis of the Astroport Smart Contract System and the other matters contemplated by these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Site Operator in connection therewith, except as expressly set forth by Site Operator in these Terms.
Each User hereby acknowledges and agrees and consents to, and assumes the risks of, the matters described in this Section 6.
Notwithstanding anything to the contrary contained on the Site, in these Terms, or in any other agreement or publication, Site Operator shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to any User or other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not Site Operator has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.
The Site is being provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Site Operator is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Site and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Site. User acknowledges and agrees that use of the Site is at the User’s own risk.
Site Operator has no responsibility for the tokens traded by Users on the Astroport Smart Contract System. Site Operator does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any token traded by Users on the Astroport Smart Contract System, even if information about such token is available on the Site.
All information provided by or on behalf of Site Operator is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of Site Operator. Before Users make any financial, legal, or other decisions involving the Site, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.
Any claim or cause of action a User may have or acquire in connection with the Site or any of the other matters contemplated by these Terms shall survive for the shorter of, and may be brought against Site Operator solely prior to: (a) the expiration of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose.
References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Site. In addition, third parties may offer promotions related to the Site. Site Operator does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases Site Operator from all liability arising from User’s use of any such resources, products, services or content or participation in any such promotions. User further acknowledges and agrees that Site Operator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.
Use of Blockchain Technology. Site Operator or third parties may utilize experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in connection with the Site or systems about which the Site provides information Each User acknowledges and agrees that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.
Certain Risks of Blockchain Technology. The technologies relevant to the Site depend on public peer-to-peer networks such as Terra that are not under the control or influence of Site Operator and are subject to many risks and uncertainties. Such technologies include the Astroport Smart Contract System, which Site Operator has no ability to change, other than ceasing to display information about certain “smart contracts” or adding information about new “smart contracts”. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used in connection with the Astroport Smart Contract System. Site Operator will not be able to restore or issue any refund in respect of property lost or frozen due to loss of private keys or otherwise. If a User is not able to spend or use tokens due to loss or theft of the corresponding private key or otherwise, a User will be unable to enjoy the benefits of such tokens.
Certain Risks of Smart Contract Technology. Digital assets relevant to the Site depend on the Astroport Smart Contract System or other smart contracts deployed to Terra or other blockchain systems, which may be coded or deployed by persons other than Site Operator. Once deployed to Terra, the code of smart contracts, including the Astroport Smart Contract System, cannot be modified. In the event that the Astroport Smart Contract System or other smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Terra, Users may be exposed to a risk of total loss and forfeiture of all relevant digital assets. Site Operator assumes no liability or responsibility for any of the foregoing matters.
Asset Prices. The fiat-denominated prices and value in public markets of cryptocurrencies and tokens (including $LUNA, $UST, $ASTRO, $xASTRO and $vxASTRO) have historically been subject to dramatic fluctuations and may be highly volatile. As relatively new products and technologies, blockchain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets. The market value of any token may decline below the price for which a User acquires such asset through the Astroport Smart Contract System or on any other platform. User acknowledges and agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Terra are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any tokens.
Regulatory Uncertainty. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Astroport Smart Contract System or any tokens could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of User to continue the use and enjoyment of such assets and technologies.
Cryptography Risks. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Terra, the Astroport Smart Contract System or tokens, including the theft, loss or inaccessibility thereof.
Fork Handling. Terra, the Astroport Smart Contract System, and all tokens may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. Site Operator may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, Site Operator does not assume any responsibility to notify a User of pending, threatened or completed forks. Site Operator will respond to any forks as Site Operator determines in its sole and absolute discretion, and Site Operator shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a User detriment. Without limiting the generality of the foregoing, Site Operator’s possible and permissible responses to a fork may include: (i) honoring the Astroport Smart Contract System and tokens on both chains; (ii) honoring the Astroport Smart Contract System and tokens on only one of the chains; (iii) honoring the Astroport Smart Contract System and tokens in different respects or to a different extent on both chains; or (iv) any other response or policy or procedure, as determined by Site Operator in its sole and absolute discretion. Each User assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage the User’s own interests and risks in connection therewith.
Essential Third-Party Software Dependencies. The Astroport Smart Contract System and other smart contracts deployed to Terra are public software utilities which are accessible directly through any Terra node (such as Infura) or indirectly through any compatible Terra “wallet” application (such as the web browser plugin Metamask) which interacts with such a node. Interacting with the Astroport Smart Contract System does not require use of the Astroport Apps, but the Astroport Apps provide a convenient and user-friendly method of reading and displaying data from the Astroport Smart Contract System and generating standard transaction messages compatible with the Astroport Smart Contract System. Because Astroport does not provide Terra wallet software or Terra Nodes, such software constitutes an essential third-party or user dependency without which the Astroport cannot be utilized and tokens cannot be traded or used. Furthermore, the site may utilize APIs, middleware and servers of Site Operator or third parties, and Site Operator does not guarantee the continued operation, maintenance, availability or security of any of the foregoing dependencies.
The tax consequences of purchasing, selling, holding, transferring or locking tokens or otherwise utilizing the Astroport Smart Contract System are uncertain, may vary by jurisdiction and may be adverse to a User. Site Operator has undertaken no due diligence or investigation into such tax consequences, assumes no obligation or liability to optimize the tax consequences to any person and is not providing any tax advice.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.
All provisions of these Terms which disclaim or limit obligations or liabilities of Site Operator shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Site Operator.
Each User shall defend, indemnify, compensate, reimburse and hold harmless Site Operator (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) User’s use of, or conduct in connection with, the Site; (b) User’s violation of these Terms or any other applicable policy or contract of Site Operator; or (c) User’s violation of any rights of any other person or entity.
These Terms shall be governed by and construed and interpreted in accordance with the laws of the Cayman Islands (irrespective of the choice of laws principles) as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Although the Site may be available in other jurisdictions, each User hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over Site Operator in any forum outside the Cayman Islands.
If a User has a potential legal dispute, claim or cause of action against Site Operator, the User shall first (prior to initiating any litigation proceedings) contact Site Operator by sending an email to [_________________] describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by Site Operator, User shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this Section 7.
Mandatory Binding Arbitration. All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, “Disputes”) shall be resolved by confidential, binding arbitration to be seated in the Cayman Islands and conducted in the English language by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”). The arbitrator shall be appointed in accordance with the procedures set out in the Rules. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator. The judgment of any award or decision may be entered in any court having competent jurisdiction to the extent necessary. If the Company elects to have a Dispute resolved by arbitration pursuant to this provision, no party hereto shall (or shall permit its representatives to) commence, continue or pursue any Dispute in any court; provided, however, that the Company shall be entitled to obtain an injunction or injunctions to prevent breaches of this provision and to enforce specifically the terms and provisions thereof, this being in addition to any other remedy to which the Company is entitled at law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with such injunctive relief or specific performance.
Waiver of Jury Trial. The parties hereby acknowledge, represent and warrant that they understand that: (i) there is no judge or jury in arbitration, and, absent this mandatory provision, the parties would have the right to sue in court and have a jury trial concerning Disputes; (ii) in some instances, the costs of arbitration could exceed the costs of litigation; (iii) the right to discovery may be more limited in arbitration than in court; and (iv) court review of an arbitration award is limited. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.
Confidentiality of Arbitration.. Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.
To the extent that any court is required to weigh on the enforceability of Section 7.3, to enforce any judgment of the arbitrator, then, without limiting Section 7.3 or any other provision of this Agreement, the User (A) hereby irrevocably and unconditionally submit to the jurisdiction of the Grand Court of the Cayman Islands for such purpose; (B) agrees not to commence any suit, action or other proceeding arising in connection with or based upon this instrument or the matters contemplated by this instrument except before ethe Grand Court of the Cayman Islands, and (C) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this instrument or the subject matter hereof or thereof may not be enforced in or by such court.
No Class Actions Permitted. All Users hereby agree that any arbitration or other permitted action with respect to any Dispute shall be conducted in their individual capacities only and not as a class action or other representative action, and the Users expressly waive their right to file a class action or seek relief on a class basis. USERS SHALL BRING CLAIMS AGAINST SITE OPERATOR OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Agreements if Class Action Waiver Unenforceable. If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this Section 7.8 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void with respect to any Dispute that would thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any Dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Wilmington, Delaware and to accept service of process by mail with respect to such Dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such Dispute.
In accordance with Cal. Civ. Code Sec. 1789.3, if a User is a California State resident, the User may file grievances and complaints regarding the Site with the California Department of Consumer Affairs, Consumer Information Division; 1625 North Market Blvd., Suite N 112, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by phone at 800-952-5210; or by email to: [email protected]
The headings and captions contained in these Terms are for convenience of reference only, shall not be deemed to be a part of these Terms and shall not be referred to in connection with the construction or interpretation of these Terms.
These Terms shall inure to the benefit of Site Operator, the Users, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. A User shall not assign any of a User rights or delegate any of a User liabilities or obligations under these Terms to any other person without Site Operator’s advance written consent. Site Operator may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law.
In the event that any provision of these Terms, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of these Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) Site Operator shall have the right to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.
Site Operator shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Terra network or blockchain or Astroport Smart Contract System or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables Site Operator to provide the Site), it being understood that Site Operator shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Site Operator operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
These Terms may only be amended, modified, altered or supplemented by or with the written consent of Site Operator. Site Operator reserves, the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on the Site. Any changes or modifications will be effective immediately upon the modified Agreement being posted to the Site. A User shall be responsible for reviewing and becoming familiar with any such modifications. Each User hereby waives any right such User may have to receive specific notice of such changes or modifications. Use of the Site by a User after any modification of these Terms constitutes the User’s acceptance of the modified terms and conditions. If a User does not agree to any such modifications, the User must immediately stop using the Site.
No failure or delay on the part of Site Operator in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Site Operator shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Site Operator, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
These Terms constitutes the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
except as otherwise indicated, all references in these Terms to “Sections,” “clauses,” etc., are intended to refer to Sections of Sections, clauses, etc. of these Terms.