Terms of Service

First, an overview:

This agreement is binding. This overview is not the agreement.
Tlon is a US based company, which means we need a ToS that protects us from US litigation. Interfacing with the old world isn’t easy. Apologies in advance that it’s long.
Hosting is not for everyone. If these terms of service don’t sit right with you, we get it. You really should host your own Urbit in that case. It’s really not that hard.
You are responsible for your own private keys. If you lose them we can’t help you.
Please don’t use this service to violate the law. If you do, we’re not going to help you, and we will comply with law enforcement.
If we get subpoenaed we’ll comply.
We don’t want to inspect your data, and we don’t plan to inspect your data. But we technically can inspect your data. That means if we get a subpoena, the court can also inspect your data. If this worries you, please host your own Ship.
You can always download your data and run your Ship elsewhere. We will not prevent this unless we’re forced to by law or a valid court order.
If you instruct us to do so, we will delete backups of your data on our end, unless we’re prevented from doing so by law or a valid court order. There’s nothing we can do about images that may be preserved at AWS or GCP. If this concerns you, please run your own Ship.
We don’t currently charge for hosting and we don’t plan to charge for a base level of service for the foreseeable future. However, if and when we do launch a paid tier, if you fail to pay us, we’ll suspend your access to your hosted Ship, but we will never hold your data hostage. You can always zip it up and boot it elsewhere.
Your content is yours. We don’t want it, and we can’t use it without your consent.
We do not share your contact information with third parties, except for payment processing vendors.

Tlon Corporation

Urbit Hosting Services

Last Updated: April 22, 2024

These Terms of Service for Urbit Hosting Services (this “Agreement”) govern your use of the hosted instance of Urbit (the “Service”) provided by Tlon Corporation (“Tlon,” “we” and “ us”). As used in this Agreement, “you” refers to you (an individual person) if you are using the Service in your individual capacity, or to your company or other entity if you are using the Service on behalf of such company or entity.

This Agreement takes effect when you click an “I Accept” button or checkbox presented with this Agreement or, if earlier, when you use any of the Service (the “Effective Date”). Your use of the Service indicates that you agree on behalf of yourself, or the company or entity that you represent, to be bound by this Agreement. If you are an individual accepting this Agreement on behalf of your company or other entity, you represent and warrant that you have the authority to bind your company or entity to this Agreement.

YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE WITH ALL OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE.

We reserve the right to modify this Agreement prospectively at any time. We will post any updates to this Agreement on tlon.io, and will indicate the date this Agreement was last revised. By continuing to use the Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check tlon.io regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the top of this Agreement.

PLEASE NOTE THAT ANY DISPUTE OR CLAIM RELATED TO THIS AGREEMENT OR ARISING OUT OF YOUR ACCESS TO OR USE OF THE PLATFORM MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS, AND MAY NOT BE ARBITRATED OR OTHERWISE PURSUED AS A CLASS ACTION. PLEASE SEE SECTION 16 BELOW.

Overview of the Service.
1. You may access and use the Service in accordance with this Agreement. You will comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Service.
2. You may use any software, data, text, audio, video or images made available to you by any third party or in conjunction with the Service at your election (“Third-Party Content”). Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.
3. We reserve the right, at any time, to modify, suspend, or discontinue the Service, or any part thereof, upon thirty (30) days’ prior written notice to you, except that this notice will not be required if the thirty (30) day notice period (a) would pose a security or intellectual property issue to us or the Service, (b) is economically or technically burdensome, or (c) would cause us to violate legal requirements. You agree that Tlon will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, or any part thereof.
4. This Agreement and the Service do not contain any service level obligations whatsoever with respect to the availability of the Service, whether by Tlon or otherwise. By entering into this Agreement, you acknowledge and agree that the Service may not be available to you at all times during the Term (defined below).
Eligibility
1. To access or use the Service, you must have a valid email address.You acknowledge and agree that you will only create one account per email address. During the user registration process for the Service, you will be required to agree to this Agreement.
2. During the registration process, you will be provided an Urbit Ship if you do not already have one. We custody the keys for you unless you remove your ship from our hosting platform, at which point we transfer custody to you directly. In this case, you will be responsible for custody of the ownership keys of your Ship. If you lose these, we cannot recover them for you, and you could lose access to your Ship and your data permanently.
3. The Service is intended solely for individuals who are at least 18 years of age or older. Any registration on or use of the Service by any individual who does not meet the foregoing requirement is not authorized to register for or use the Service. By using the Service, you represent and warrant that you meet the foregoing requirement.
Registration
1. When you register for a user account, you will be asked to disclose certain personal information, including your name, your email address, and your selected password (“Account Information”), all of which will be subject to our Privacy Policy available here. You will also provide us the ownership credentials to your Urbit Ship so that we can host it.
2. You agree to provide us with true, accurate and complete Account Information requested in the registration process. You also agree to update such Account Information promptly as necessary to keep it current and accurate.
Security and Data Privacy
1. Without limiting Section 12 or your obligations under Section 5, we will implement reasonable and appropriate measures designed to help you secure the software, data, text, audio, video or images that you upload to the Service (“Your Content”) against accidental, unauthorized, or unlawful loss, access or disclosure.
2. We will not access or use Your Content except as necessary to maintain or provide the Service, or as necessary to comply with the law or a binding order of a governmental body. We will not disclose Your Content or Your Ethereum address to any government or third party, except as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 2. We will only use your Account Information in accordance with our Privacy Policy, and your consent to such usage.
3. To provide billing and administration services, we may process Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics (“ Service Attributes ”) in the region(s) where you use the Service and the United States. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.
Your Responsibilities
1. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or any individual or entity that directly or indirectly through another user accesses or uses Your Content or otherwise accesses or uses the Service under your account (“End Users”)), and (b) we and our affiliates are not responsible for unauthorized access to your account.
2. You will ensure that Your Content and any End User’s use of Your Content or the Service will not violate any of the End User Conduct terms in Section 6 or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.
3. Should you take possession of your keys, you will become the sole custodian of these credentials. We cannot recover these for you should you lose them. You agree to use your best efforts to maintain the confidentiality of such ownership keys.
4. You are responsible for properly configuring and using the Service and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.
5. Log-in credentials and private keys generated by the Service are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
6. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service. You are responsible for End Users’ use of Your Content and the Service. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service by such End User. We do not provide any support or services whatsoever to End Users. We are not responsible for any losses or damages arising from your failure to maintain the confidentiality of your account login information or to report any actual or suspected breach of your account.
End User Conduct
1. You and any End Users agree not to upload to the Service any of the following:
  1. any computer viruses, worms, or any software intended to damage or alter a computer system or data; or
  2. any confidential, restricted, or private information of any third party unless you have received all written authorizations to disclose such information.
2. In using the Service, you and your End Users also agree not to do any of the following:
  1. impersonate any other person or entity in your account profile, or falsely state or otherwise misrepresent yourself or your affiliation with any other person or entity in your account profile;
  2. use or attempt to use another user’s account;
  3. attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used to deliver the Service, through password mining or other means;
  4. conduct any activities that could damage, disable, overburden or impair the Service, including but not limited to introducing software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service;
  5. harvest, collect, gather, or assemble information or data regarding other users, including email addresses, without their consent; or
  6. use the Service in a way that is not in compliance with any applicable law, rule or regulation.
Temporary Suspension
1. We may suspend your or any End User’s right to access or use any portion or all of the Service immediately upon notice to you if we determine: (a) your or an End User’s use of the Service (i) poses a security risk to the Service or any third party, (ii) could adversely impact our systems, the Service or the systems or content of any other Tlon customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent; (b) you are, or any End User is, in breach of this Agreement; (c) you are in breach of your payment obligations under Section 6; or (d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
2. If we suspend your right to access or use any portion or all of the Service you remain responsible for all fees and charges you incur during the period of suspension.
Term; Termination
1. The term of this Agreement (“Term”) will commence on the Effective Date and will remain in effect until terminated in accordance with the terms of this Section 9 (“ Termination Date ”). We may offer monthly, quarterly and annual subscriptions to the Service and your subscription to the Service will renew automatically, either monthly, quarterly or annually, in accordance with your then-current subscription selection, unless you terminate your subscription prior to the expiration of your then-current subscription term. You acknowledge and agree that any and all Fees applicable to the Service are fully-paid in advance and non-refundable under any circumstances.
2. Notwithstanding the foregoing, either party may terminate this Agreement upon the occurrence of any of the conditions specified below:
3. Thirty (30) days from the receipt of notice by party, alleging such party’s material breach of this Agreement, which breach remains uncured for more than thirty (30) days from the receipt of such notice; and
4. Immediately upon notice to you by Tlon: (i) for cause if we have the right to suspend under Section 7, (ii) if our relationship with a third-party partner who provides software or other technology we use to provide the Service expires, terminates or requires us to change the way we provide the software or other technology as part of the Service, or (iii) in order to comply with the law or requests of governmental entities.
5. Upon the Termination Date, and except as provided in Section 9.4: (a) all your rights under this Agreement immediately terminate and we may disconnect your user account from the Service; (b) you remain responsible for all Fees you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 9.4; and (c) Sections 1.3, 1.4, 4.2 (with respect to the use of Your Content), 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, and 17 will continue to apply in accordance with their terms.
6. Unless we terminate your use of the Service pursuant to Section 9.2(a), during the sixty (60) day period following the Termination Date: (a) we will not take action to remove from the our systems any of Your Content as a result of the termination; and we will allow you to retrieve Your Content from the Service (your “pier”) only if you have paid all amounts due under this Agreement.
7. For any use of the Service after the Termination Date, the terms of this Agreement will apply and you will pay the applicable Fees at the rates set forth in Section1.
Intellectual Property Rights
1. Except as provided in this Section 9, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service to you and any End Users.
2. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Feedback (defined below); (b) you have all rights in Your Content and Feedback necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Service will violate terms of Section 7.
3. We or our licensors own all right, title, and interest in and to the Service, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Service solely in accordance with this Agreement. Except as provided in this Section 10.3, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service, including any related intellectual property rights. Some Tlon Content and third-party content may be provided to you under a separate license, such as the MIT License, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to the Tlon content or thirty-party content that is the subject of such separate license.
4. Neither you nor any End User will use the Service in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Tlon content or third-party content included in the Service (except to the extent such Tlon content or third-party content included in the Service is provided to you under a separate license agreement that expressly permits you to modify, distribute, repair or create derivative works to the foregoing), (b) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service (except to the extent applicable law does not allow this restriction), (c) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
5. If you provide us any feedback or suggestions, ideas, improvements, modifications, error identification or other information relating to the Service (“Feedback”), you hereby grant to Tlon a non-exclusive, perpetual, irrevocable, non-terminable, worldwide, royalty-free, fully-paid-up, sublicensable right and license to copy, distribute, display and create derivative works of and otherwise use such Feedback without restriction, including to improve the Service and to develop, market, offer, sell and provide other products and services.
Indemnification
1. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning (each an “Indemnification Claim”): (a) your or any End Users’ use of the Service (including any activities under your Urbit account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; (c) a dispute between you and any End User; (d) infringement or misappropriation of intellectual property rights; or (e) infringement by combinations of the Service or Your Content, as applicable, with any other product, service, software, data, content or method. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (e) above at our then-current hourly rates.
2. We will give you prompt written notice upon our receipt of an Indemnification Claim. We permit you to control the defense and settlement of each such Indemnification Claim and will reasonably cooperate with you (at your sole expense) in the defense and settlement of the claim. In no event will you agree to any settlement of any claim that involves any commitment, other than the payment of money, without our prior written consent.
Trademarks
1. All trademarks, service marks, logos and trade names associated with Tlon and/or the Service, whether registered or unregistered, are proprietary to Tlon or to other companies where so indicated. Such marks may not be used, including as part of others’ trademarks or domain names, in connection with any product or service in any manner that is likely to cause confusion, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Tlon.
Disclaimers
1. The Service may be temporarily unavailable from time to time for maintenance or other reasons. Tlon assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Service, Your Content or Your Ethereum address. Tlon is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email on account of technical problems or traffic congestion on the Internet or on the Service or combination thereof, including injury or damage to your or to any other person’s computer, mobile device, or other hardware or software, related to or resulting from using or downloading materials in connection with the Service. Under no circumstance will Tlon be responsible for any loss or damage resulting from your use of the Service, or from any Your Content uploaded to the Service.
2. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR AND YOUR END USERS’ SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU IF THE LAW OF SUCH JURISDICTION APPLIES TO YOU AND THIS AGREEMENT.
3. TLON DOES NOT GUARANTEE ANY SPECIFIC RESULT FROM USE OF THE SERVICE, AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE MEETS THE REQUIREMENTS OF ANY APPLICABLE LAWS, RULES OR REGULATIONS, INCLUDING, WITHOUT LIMITATION, LAWS, RULES OR REGULATIONS.
Limitations on Liability
1. IN NO EVENT WILL TLON OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARTNERS OR AGENTS BE LIABLE TO YOU OR ANY END USERS FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER SPECIAL OR INDIRECT DAMAGES, OR FOR ANY LOST BUSINESS PROFITS, OR FOR PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM THIS AGREEMENT OR YOUR OR ANY END USER’S USE OF THE SERVICE, EVEN IF TLON IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TLON’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE SERVICE IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO TLON PURSUANT TO THIS AGREEMENT FOR THE SIX (6) MONTH-PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH DAMAGES.
3. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF THE LAW OF SUCH JURISDICTION APPLIES TO YOU AND THIS AGREEMENT.
Governing Law
1. This Agreement and your use of the Service shall be governed exclusively by, and construed in accordance with, the internal laws of the State of California without reference to the choice of law or conflicts of law principles thereof, and all claims relating to or arising out of this Agreement, or the breach thereof, or your use of the Service, whether sounding in contract, tort or otherwise, shall likewise be governed exclusively by the laws of the State of California without reference to the choice of law or conflicts of law principles thereof.
Binding Arbitration and Class Action Waiver
1. You and Tlon agree to submit all disputes, claims, or controversies of any kind arising out of or related to this Agreement and/or the Service for resolution exclusively through binding and final arbitration, instead of through court proceedings. You should review this arbitration provision (this Section 16) carefully; it limits your and our ability to litigate claims in court. THIS AGREEMENT TO ARBITRATE MEANS THAT YOU AND WE WAIVE ANY RIGHT TO A TRIAL BY JURY, WHETHER ON AN INDIVIDUAL OR A CLASS BASIS.
2. Arbitration is usually an informal proceeding in which disputes are decided by one or more neutral arbitrators who receive the evidence at a hearing and then issue a binding ruling in the form of an award. You and we understand that in an arbitration, discovery is more limited than in a court, and review by courts is very limited.
3. If either you or we intend to seek arbitration, such party must first send to the other party, by certified mail, a written Notice of Dispute (a “Notice”). Any Notice that you send to us must be addressed to Tlon Corporation, 548 Market St, #56196, san Francisco, CA 94104, Attn: Legal (the “ Notice Address ”). Any Notice that we send to you will be sent to the contact information that we have in your account. Any Notice must (i) describe the nature and basis of the dispute, claim, or controversy and (ii) set forth the specific relief sought. If you and we do not reach an agreement to resolve the dispute, claim, or controversy within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or we shall not be disclosed to the arbitrator until after the arbitrator renders an award.
4. You and we agree, upon written demand made by you or us, to submit to binding arbitration of any and all disputes, claims, and controversies between you and us, whether based on statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise out of or relate to this Agreement and/or the Service, including contract disputes, tort claims, fraud claims, fraud-in-the-inducement claims, misrepresentation claims, statutory claims and/or regulatory claims arising out of or relating to this Agreement and/or the Service (including, to the fullest extent permitted by applicable law, relationships with third parties who are not parties to this Agreement or this arbitration provision), or the scope or enforceability of this Agreement, including the determination of the applicability of this agreement to arbitrate, and/or any other relationship or dispute between you and us (each a “Claim”, and collectively the “Claims”). Any and all Claims shall be submitted for binding arbitration in accordance with the applicable (consumer or commercial, depending on whether you are an individual or a company) Arbitration Rules of the American Arbitration Association (the “AAA Rules”), as amended, in effect at the time arbitration is initiated. In the event of any inconsistency between this arbitration provision and the AAA Rules, such inconsistency shall be resolved in favor of this provision.
5. After the thirty (30) day period specified in Section 16.3 above has expired, either you or we may initiate arbitration by giving written notice of the intention to arbitrate to the other party and by filing notice with the AAA in accordance with the AAA Rules in effect at the time the notice is filed. We may be given notice at the Notice Address specified in Section 16. above. If you are an individual and decide to initiate arbitration, you agree to pay the initiation fee of $200 (or the amount otherwise required by the AAA Rules), and we agree to pay the remaining arbitration initiation fee and any additional deposit required by AAA to initiate your arbitration, and we will pay the costs of the arbitration proceeding, including the arbitrator’s fees; however, other fees, such as attorney’s fees and expenses of travel to the arbitration, shall be paid in accordance with the AAA Rules and applicable law. If you are a company and decide to initiate arbitration, you and we will share the foregoing costs equally. We will pay all costs associated with any arbitration that we commence.
6. A single, neutral arbitrator selected in accordance with the AAA Rules shall decide all Claims. The arbitrator shall be an active member in good standing of the bar for any state in the continental United States and shall be either actively engaged in the practice of law for at least five years or a retired judge.
7. You and we agree that the arbitrator shall: (i) limit discovery to non-privileged matters directly relevant to the Claim; (ii) grant only relief that is based upon and consistent with substantial evidence and applicable substantive law; (iii) have authority to grant relief only with respect to the Claims asserted by or against you and us individually; and (iv) provide a written statement stating the disposition of each Claim and a concise written explanation of the basis for the award and shall make specific findings of fact and conclusions of law to support any arbitration award. Unless inconsistent with applicable law, and except as otherwise provided herein, each party shall bear the expense of its respective attorney, expert, and witness fees, regardless of which party prevails in the arbitration. Any arbitration proceedings shall be conducted in the federal judicial district of your residence, and you will be given the opportunity to attend the proceeding and be heard. If the Claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing with the arbitrator, or by an in-person hearing in accordance with the AAA Rules.
8. The arbitrator’s decision will be final and binding upon the parties and may be enforced in any federal or state court that has jurisdiction. You and we agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
9. Demand for arbitration under this arbitration provision must be filed before the date when any judicial action upon the same Claim would be barred under any applicable statute of limitations; otherwise, the Claim is also barred in arbitration. Any dispute as to whether any statute of limitations, estoppel, waiver, laches, or other doctrine bars the arbitration of any Claim shall be decided by arbitration in accordance with this provision.
10. Neither you nor Tlon may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. The Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or Tlon’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. Accordingly, you and we agree that the AAA Supplementary Rules for Class Arbitrations do not apply to our arbitration. This arbitration provision and the procedures applicable to the arbitration contemplated by this provision are governed by the Federal Arbitration Act, notwithstanding any state law that may be applicable.
11. This arbitration agreement does not preclude you or us from seeking action by federal, state, or local government agencies. You and we also have the right to exercise self-help remedies, such as set-off, or to bring qualifying claims in small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional or ancillary relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with any of this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this provision.
12. A court may sever any portion of this Section 15 that it finds to be unenforceable, except for the prohibitions on any Claim being handled on a class or representative basis, and the remaining portions of this arbitration provision will remain valid and enforceable. No waiver of any provision of this Section 15 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement.
13. THIS SECTION 15 LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR TLON WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
Miscellaneous
1. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, whether by merger, change of control or operation of law, without our prior written consent. Any assignment or transfer in violation of this Section 16 will be void. We may freely assign this Agreement at our sole discretion. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
2. This Agreement incorporates the Privacy Policy by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including, without limitation, any term, condition or other provision submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of these Terms and Conditions are inconsistent with the terms contained in the Privacy Policy, the terms contained in this document will control.
3. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
4. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the geographic region(s) in which any of the foregoing occur.
5. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
6. We may provide any notice to you under this Agreement by: (a) posting a notice on tlon.io; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on tlon.io will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must contact Tlon by personal delivery, overnight courier or registered or certified mail to the Notice Address set forth in Section 15. We may update the Notice Address by posting a notice on tlon.io. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective five (5) business days after they are sent.
7. Except as set forth in Section 10, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
8. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
9. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
Questions: If you have any questions regarding this Agreement, please contact us by sending an email to info@tlon.io.