Please read these Terms of Service (“Terms”) carefully. These Terms govern your use of (a) the website located at https://atxp.ai, any related websites or subdomains that display a link to these Terms (collectively, “Website”) and are operated by or on behalf of Circuit & Chisel, Inc., (“us,”, “our,” and “we”), (b) any Developer Tools (defined below) that are offered on the Website or that otherwise link to these Terms, and (c) any Mini Apps (defined below) that are offered on the Website or that otherwise link to these Terms. The Website, Developer Tools, Mini Apps, and the information on the Website and contained in the Developer Tools or Mini Apps are owned and/or controlled by Circuit & Chisel, Inc. These Terms apply to all users (“Users”) visiting or using the Website, the Developer Tools, the Mini Apps, or the information or services contained in or enabled through the Website, Developer Tools, or Mini Apps in any way (all such information and services, including the Website, Developer Tools, and Mini Apps, the “Service(s)”).
BY USING ANY SERVICES, CREATING AN ACCOUNT (DEFINED BELOW), DOWNLOADING ANY DEVELOPER TOOLS, CONNECTING A DIGITAL WALLET (DEFINED BELOW) TO THE WEBSITE, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CIRCUIT & CHISEL, INC.; (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY (WHETHER OR NOT SUCH ENTITY IS REGISTERED OR INCORPORATED UNDER THE LAWS OF ANY JURISDICTION) YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE; AND (4) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTER ON THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES. CIRCUIT & CHISEL, INC. IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER CIRCUIT & CHISEL, INC. NOR OUR SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, OR LEGAL ADVICE. CIRCUIT & CHISEL, INC. PROVIDES SOFTWARE THAT ALLOWS YOU TO MANAGE YOUR SELF-CUSTODIED DIGITAL WALLETS AND OTHERWISE WRITE TRANSACTIONS THAT MAY BE EXECUTED ON THIRD-PARTY BLOCKCHAINS AND OTHER THIRD-PARTY SERVICES (DEFINED BELOW) AND RELATED ADMINISTRATIVE SERVICES. BEFORE MAKING LEGAL, FINANCIAL, OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL. PLEASE BE AWARE THAT SECTION 10.2 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CIRCUIT & CHISEL, INC. AMONG OTHER THINGS, SECTION 10.2 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND CIRCUIT & CHISEL, INC. SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 10.2 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10.2 CAREFULLY. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST CIRCUIT & CHISEL, INC. ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. IF YOU ARE A DECENTRALIZED AUTONOMOUS ORGANIZATION OR SIMILAR BODY, ORGANIZATION OR ENTITY, WHETHER REGISTERED OR UNREGISTERED IN ANY JURISDICTION (“DAO”), REFERENCES TO “YOU” IN THESE TERMS SHALL INCLUDE ALL MEMBERS OF THE DAO, AS MEMBERSHIP IS DEFINED BY ITS GOVERNING CHARTER OR OTHER DOCUMENTS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BY ACCEPTING THESE TERMS, YOU BIND THE DAO (INCLUDING ITS MEMBERS) TO THESE TERMS, AND THE DAO AND ALL SUCH MEMBERS OF THE DAO SHALL BE JOINTLY AND SEVERALLY LIABLE FOR YOUR OBLIGATIONS HEREUNDER. PLEASE BE AWARE THAT SECTION 1.9 OF THESE TERMS CONTAIN YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM CIRCUIT & CHISEL, INC.1. Access to the Services.
1.1. License and Eligibility.
Subject to these Terms (including your eligibility to use the Services), Circuit & Chisel, Inc. grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services (including any Developer Tools or Mini Apps) solely for your own personal, noncommercial use.
(a) Circuit & Chisel, Inc. reserves the right, in its sole discretion, to determine the eligibility of Users. We may also require you to provide information and/or documentation to verify or confirm your eligibility, including on a periodic or ongoing basis.
(b) By using the Services, you represent and warrant that you are not: (i) located in, incorporated or otherwise established in, or resident of, any country or territory that is the subject of sanctions or embargoes imposed by the office of Foreign Assets Control (“OFAC”) of the U.S. Treasury Department; (ii) an individual or entity, or acting on behalf of an individual or entity, that is listed on any sanctions list or embargoes, including but not limited to the Specially Designated nationals and Blocked Persons List (SDN) maintained by OFAC; or (iii) otherwise blocked or denied under any OFAC sanctions program.
(c) By accessing, browsing or using the Services, you represent and warrant to Circuit & Chisel, Inc. that (i) you have read, understand, and agree to be bound by these Terms; (ii) you are an individual, at least eighteen (18) years old and have capacity to enter into these Terms and agree to be legally bound by them; (iii) if you use the Services on behalf of a corporation, legal entity or other organization, that you have full power and authority to do so, and that the corporation, legal entity or other organization is validly existing under the applicable laws and agrees to be bound by these Terms; (iv) your access and use of the Services will fully comply with all applicable laws and regulations; (v) you will at all times when asked provide accurate information regarding your nationality and country of residence; (vi) you will not use a virtual private network (“VPN”) or similar tool to circumvent any geo-blocking and/or other restrictions that we may have implemented in connection with the Services; and (vii) you have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities or any other applicable laws, including, but not limited to, anti-money laundering or terrorist financing laws, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity, or practice relating to cryptocurrency.
1.2. Registration and Account Creation.
In order to access and use certain features of the Services, you may need to register or create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including, but not limited to, an email address, phone number, and password. You agree to provide information required for your use of the Services that is true, accurate, current, and complete, and to update such information so it remains true, accurate, current, and complete. Circuit & Chisel, Inc. reserves the rights to establish eligibility criteria to use the Services, and in some cases, at our sole discretion, impose limitations or restrictions on certain Accounts including, but not limited to, deletion of Accounts.
1.3. Developer Tools.
The Services may include APIs, SDKs, software, associated documentation, and other related materials that are linked to and made available via the Website (“Developer Tools”). Your use of any Developer Tools is governed by these Terms. Unless you agree to these Terms, you shall not use, call, download, install, access, or otherwise use in any way, any Developer Tools. At no time will Circuit & Chisel, Inc. provide you with any tangible copy of the Developer Tools. Circuit & Chisel, Inc. delivers access to the Developer Tools via electronic transfer or download and does not use or deliver any tangible media in connection with the (a) delivery, installation, update, or problem resolution of any Developer Tool (including any new releases); or (b) delivery, correction, or update of documentation. For the purposes of this Section 1.3, tangible media shall include, but is not limited to, any compact disk, card, flash drive, or any other comparable physical medium. Unless otherwise provided in any supplemental terms made available with the Developer Tools, any copying or redistribution of the Developer Tools is prohibited, including any copying or redistribution of the Developer Tools to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between these Terms and the license agreement accompanying any Developer Tools, the license agreement takes precedence in relation to that Developer Tool (except as provided in the following sentence). If the Developer Tool is a Beta Service (defined below) or other pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Developer Tools for any commercial or production purposes, and you use such pre-release version of the applicable Developer Tool at your own risk. If you and Circuit & Chisel, Inc. have not entered into a separate license agreement with respect to your use of the Developer Tools or if no license agreement accompanies use of the Developer Tools, use of the Developer Tools will be governed by these Terms, and, subject to your compliance with these Terms, Circuit & Chisel, Inc. grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Developer Tools in a manner permitted by these Terms for so long as these Terms are in effect. Any breach by you of any of these Terms shall immediately terminate your license to the Developer Tools. You acknowledge and agree that, unless otherwise set forth in a written license agreement, Circuit & Chisel, Inc. has no obligation to continue to make any Developer Tools available, and that Circuit & Chisel, Inc. in its sole discretion may terminate your license to the Developer Tools at any point. Some Developer Tools may be offered under an open-source license that we will make available to you on the Website or upon your written request. There may be provisions in the open-source license that expressly override these Terms.
1.4. dApps.
The Services may include tools (including Developer Tools) that you may use in connection with creating, converting, building, publish or deploying (collectively, to “Build”) decentralized applications (“dApps”) on or to independent, decentralized, open-source, software-based protocols (“Supported Blockchains”). For the avoidance of doubt, you are solely responsible for any dApps that you Build, including any use of any Supported Blockchain in connection therewith. This means, without limitation, that you and not we are liable to any end users of your dApps in connection with their use of same. If you Build a dApp and make it available to any end user, you agree that such end user’s access to the dApp will be accompanied by an end user license agreement (“EULA”) which will govern end users’ use of such dApp. Each EULA shall (a) be no less protective of Circuit & Chisel, Inc. than the terms set forth hereunder, including without limitation as set forth in Sections 5 through 7 hereof, (b) comply with applicable laws, and (c) clearly allocate liability for any damages caused by a dApp to you, and not to Circuit & Chisel, Inc. Each EULA will be solely between you and the applicable end user, will conform to all applicable laws and will disclaim all of Circuit & Chisel, Inc.’s liability to end users or any third party in connection with any Supported Blockchain and Services. For the avoidance of doubt, Circuit & Chisel, Inc. shall not be responsible for and shall not have any liability whatsoever to you or any third party in connection with, any dApp, any EULA, or any breach thereof by you or any end user of your dApps.
1.5 Mini Apps.
Circuit & Chisel, Inc. may itself develop dApps or other lightweight applications, modules, or services that allow you to access certain features or functionality of the Services (“Mini Apps”), and make its Mini Apps available through the Website or other Services. Such Mini Apps are made available to you under these Terms, including, but not limited to, the license grant set forth in Section 1.1 and the restrictions set forth in Section 1.8. Mini Apps may also be governed by a EULA that will be provided at the time you access each such Mini App. If you use any Mini App, you agree to comply with these Terms and any associated EULA.
1.6. Beta Services.
Subject to your ongoing compliance with these Terms, Circuit & Chisel, Inc. may permit you to access certain other trial or beta products, features, or services (collectively, “Beta Services”) as such Beta Services may be offered by Circuit & Chisel, Inc. from time to time, including without limitation any testnets or demo apps made available by Circuit & Chisel, Inc. In order to access such Beta Services, you may be required to provide Circuit & Chisel, Inc. with (a) your email address and (b) certain information related to your use of the Beta Services. The decision to permit any User to use any Beta Services is made in Circuit & Chisel, Inc.’s sole discretion. You acknowledge that any Beta Services to which you are given access are in a beta stage of development, and you use any Beta Services at your own risk. If you are given access to Beta Services, you agree to provide Feedback (defined below) to Circuit & Chisel, Inc. concerning the functionality and performance of the Beta Services from time to time as reasonably requested by Circuit & Chisel, Inc., including, without limitation, identifying potential errors and improvements. You further agree that the Beta Services are the confidential information of Circuit & Chisel, Inc., and you agree that at all times and not withstanding any termination or expiration of these Terms you will hold in strict confidence and not disclose to any third party the existence or any details of the Beta Services.
1.7. Digital Wallets.
In order to access and use certain Services, you may need to connect a compatible third-party digital wallet (each, a “Digital Wallet”). If you do not have a Digital Wallet, Circuit & Chisel, Inc. may, in its sole discretion, provide you with access to a Third-Party Service (defined below) that allows you to create a Digital Wallet (such as Privy). When you connect a Digital Wallet, you represent and warrant that you own or have the authority to connect such Digital Wallet. YOU FURTHER UNDERSTAND AND AGREE THAT, BY CONNECTING A DIGITAL WALLET TO THE SERVICES, THE SERVICES MAY USE FUNDS CONTAINED IN SUCH DIGITAL WALLET TO COMPLETE ACTIONS CREATED BY YOU WITHOUT FURTHER CONFIRMING WITH YOU THE SUCH USE OF FUNDS TO EFFECT SUCH TRANSACTIONS. Circuit & Chisel, Inc. reserves the right to collect and record information about your use of the Services and any transactions that take place through the Services. Please note that if a Digital Wallet or associated service becomes unavailable then you should not attempt to use such Digital Wallet in connection with the Services, and we disclaim all liability in connection with the foregoing, including without limitation any inability to access any digital assets you have sent to such Digital Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDER(S) ASSOCIATED WITH YOUR DIGITAL WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDER(S), AND Circuit & Chisel, Inc. DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDER(S) IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS.
1.8. Certain Restrictions.
The Services are intended for your internal use only. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Circuit & Chisel, Inc.; (c) you shall not use any metatags or other “hidden text” using Circuit & Chisel, Inc.’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to these Terms. Circuit & Chisel, Inc., its suppliers and service providers reserve all rights not granted in these Terms. Any unauthorized use of the Services may terminate the licenses granted by Circuit & Chisel, Inc. pursuant to these Terms.
1.9. Circuit & Chisel, Inc. Communications.
By entering into these Terms or using the Services, you agree to receive communications from Circuit & Chisel, Inc., including via e-mail and text message. Communications from Circuit & Chisel, Inc. and its affiliated companies may include but are not limited to: operational communications concerning your use of the Services and updates concerning new and existing features on the Services.
1.10. Modification.
Circuit & Chisel, Inc. reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Circuit & Chisel, Inc. will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
1.11. No Support or Maintenance.
You acknowledge and agree that Circuit & Chisel, Inc. will have no obligation to provide you with any support or maintenance in connection with the Services.
1.12. Ownership.
You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Circuit & Chisel, Inc. or Circuit & Chisel, Inc.’s suppliers. Neither these Terms nor your access to the Services transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Sections 1.1, 1.3, 1.5, and 1.6. Circuit & Chisel, Inc. and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
1.13. Feedback.
If you provide Circuit & Chisel, Inc. with any feedback or suggestions regarding the Services (“Feedback”), you hereby grant Circuit & Chisel, Inc. a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, nonexclusive right and license to use and fully exploit such Feedback and related information in any manner it deems appropriate. Circuit & Chisel, Inc. will treat any Feedback you provide to Circuit & Chisel, Inc. as non-confidential and non-proprietary. You agree that you will not submit to Circuit & Chisel, Inc. any information or ideas that you consider to be confidential or proprietary.
2. Content.
2.1. Types of Content.
”User Content” means any and all information and content that a User shares, uploads, or submits to the Services, including, but not limited to, any dApp or other software developed using the Developer Tools that you make available on the Services. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 2.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Circuit & Chisel, Inc. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Circuit & Chisel, Inc. is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
2.2. License to Circuit & Chisel, Inc.
You hereby grant (and you represent and warrant that you have the right to grant) to Circuit & Chisel, Inc. an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
2.3. Acceptable Use Policy.
The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable, (iii) that is harmful to minors in any way, or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other User’s use and enjoyment of the Services; or (vii) use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
2.4. Enforcement.
We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for Circuit & Chisel, Inc. or any other person. Such action may include removing or modifying your User Content, terminating your access to the Services in accordance with Section 9, and/or reporting you to law enforcement authorities.
3. Fees.
3.1. Fees.
Access to certain Services is free. However, Circuit & Chisel, Inc. reserves the right to charge fees (“Fees”) in connection with your use of certain Services from time to time, including Fees associated with the use of certain Mini Apps, including premium functionality, in-app purchases, or subscriptions, which shall be set forth in a EULA provided with each Mini App. All pricing and payment terms for such Fees will be as indicated on the Services, and any payment obligations you incur are binding at the time of the applicable transaction. In the event that Circuit & Chisel, Inc. makes available, and you elect to purchase, any Services in connection with which Circuit & Chisel, Inc. charges Fees, you agree that you will pay Circuit & Chisel, Inc. all such Fees at Circuit & Chisel, Inc.’s then-current standard rates. You acknowledge and agree that all Fees are non-cancellable, non-refundable, and non-recoupable.
3.2. Third-Party Fees.
You are solely responsible for ensuring that your Digital Wallet contains sufficient funds necessary to complete any transaction in connection with or effect any other use of the Services. “Third-Party Fees” are transaction fees incurred by your use of any Third-Party Services (defined below), and are not determined, set, or charged by Circuit & Chisel, Inc.
3.3. Gas Fees.
You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction in connection with or effect any other use of the Services. “Gas Fees” are transaction fees determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by Circuit & Chisel, Inc.
3.4. Taxes.
You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of these Terms or the transactions contemplated by these Terms (other than taxes based on Circuit & Chisel, Inc.’s net income).
3.5. Currency.
You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any Fees. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.
4. Third-Party Services.
Certain features of the Services may make available dApps developed, offered, or maintained by third parties or rely on third-party Supported Blockchains, websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by Circuit & Chisel, Inc. (each, a “Third-Party Service” and, collectively, “Third-Party Services”). Notwithstanding anything to the contrary in these Terms, you acknowledge and agree that (a) Circuit & Chisel, Inc. shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (b) Circuit & Chisel, Inc. shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond Circuit & Chisel, Inc.’s control, including without limitation the failure a Third-Party Service. If you create and link a Digital Wallet through Privy, the Privy terms of service (as currently available at https://www.privy.io/user-terms-of-service) govern such use.
5. Release.
You hereby release and forever discharge Circuit & Chisel, Inc. (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Users or any Third-Party Services). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
6. Indemnification
You agree to indemnify and hold harmless Circuit & Chisel, Inc. (and its officers, employees, and agents), including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, including any content contained on or made available through the Services, (b) your violation of these Terms, or (c) your violation of applicable laws or regulations. Circuit & Chisel, Inc. reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Circuit & Chisel, Inc., and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Circuit & Chisel, Inc. Circuit & Chisel, Inc. will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
7. Disclaimers.
7.1. General Disclaimers.
THE SERVICES, BETA SERVICES, MINI APPS, AND ANY AND ALL DIGITAL ASSETS CLAIMED OR OTHERWISE ACQUIRED ON OR THROUGH THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND CIRCUIT & CHISEL, INC. (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES OR BETA SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
(a) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. CIRCUIT & CHISEL, INC. MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SERVICES OR YOUR USE OF THE SAME.
(b) ADVICE AND INFORMATION OBTAINED BY YOU FROM CIRCUIT & CHISEL, INC. THROUGH THE SERVICES, WHETHER IN BLOGS, WHITE PAPERS, MARKETING MATERIALS, SOCIAL MEDIA POSTS, AND/OR OTHER MATERIALS, ARE FOR INFORMATIONAL PURPOSES ONLY AND WILL NOT CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. CIRCUIT & CHISEL, INC. MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.
7.2. Beta Services.
FROM TIME TO TIME, CIRCUIT & CHISEL, INC. MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT CIRCUIT & CHISEL, INC.‘S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
7.3. Investment Disclaimer.
CIRCUIT & CHISEL, INC. IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. NEITHER CIRCUIT & CHISEL, INC. NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS OR DAMAGES, OR OTHER LOSSES RESULTING FROM YOUR USE OF THE SERVICES. NEITHER CIRCUIT & CHISEL, INC. NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER CIRCUIT & CHISEL, INC. NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS SERVICES COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
7.4. No Liability for Blockchain Losses.
WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (a) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (b) SERVER FAILURE OR DATA LOSS; (c) CORRUPTED DIGITAL WALLET FILES; (d) UNAUTHORIZED ACCESS TO APPLICATIONS; (e) REMOVAL OF ANY USER CONTENT ASSOCIATED WITH SUCH DIGITAL ASSETS; (f) ANY MALFUNCTION OF THE SERVICES OR DAPPS DEVELOPED USING THE DEVELOPER TOOLS, INCLUDING THOSE RESULTING IN THE LOSS OR OVERSPEND OF ANY OF YOUR DIGITAL ASSETS; OR (g) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES, MINI APPS, DIGITAL ASSETS, OR DIGITAL WALLETS. Circuit & Chisel, Inc. is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of any Supported Blockchains, software (e.g., smart contract), blockchains, or any other features of or inherent to digital assets. Circuit & Chisel, Inc. is not responsible for any delay or failure to report any issues with any blockchain supporting digital assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
7.5. No Liability for Conduct of Third Parties.
YOU ACKNOWLEDGE AND AGREE THAT CIRCUIT & CHISEL, INC. PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK OR HOLD CIRCUIT & CHISEL, INC. PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS AND OPERATORS OF DAPPS (WHETHER DEVELOPED USING DEVELOPER TOOLS OR OTHERWISE), EXTERNAL SITES, AND SUPPORTED BLOCKCHAINS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. CIRCUIT & CHISEL, INC. SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND CIRCUIT & CHISEL, INC. CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED BLOCKCHAIN IN CONNECTION WITH THE SERVICES AND ANY USER ASSET INFORMATION.
7.6. No Liability in Connection with Open-Source Software.
Notwithstanding anything to the contrary in these Terms, you acknowledge and agree that any software or services you access under the terms of an open-source software license is at your own risk, and Circuit & Chisel, Inc. shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances outside beyond Circuit & Chisel, Inc. control, including without limitation through your use of any content under the terms of an open-source software license.
7.7. No Liability for Third-Party Materials.
As a part of the Services, you may have access to materials that are hosted or made available by another party. You agree that it is impossible for Circuit & Chisel, Inc. to monitor such materials and that you access these materials at your own risk.
7.8. User Content.
CIRCUIT & CHISEL, INC. ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER CONTENT, COMMUNICATIONS BETWEEN USERS, OR PERSONALIZATION SETTINGS.
8. Limitation on Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CIRCUIT & CHISEL, INC. (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF CIRCUIT & CHISEL, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THESE TERMS.
9. Term and Termination.
Subject to this Section 9, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Services (including the Developer Tools and any Mini Apps) will terminate immediately. Circuit & Chisel, Inc. will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.7 through 1.13 and Sections 2 through 10.
10. General
10.1. Changes.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
10.2. Dispute Resolution.
Please read the following arbitration agreement in this Section 10.2 (the “Arbitration Agreement”) carefully. It requires you to arbitrate Disputes (defined below) with Circuit & Chisel, Inc., its parent companies, subsidiaries, affiliates, successors, and assigns, and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Circuit & Chisel, Inc. Parties”) and limits the manner in which you can seek relief from the Circuit & Chisel, Inc. Parties.
(a) Applicability of Arbitration Agreement. You agree that any dispute between you and any of the Circuit & Chisel, Inc. Parties relating in any way to the Services or these Terms (a “Dispute”) will be resolved by binding arbitration, rather than in court, except that (1) you and the Circuit & Chisel, Inc. Parties may assert individualized claims in small claims court if the claims qualify, remain in such court, and advance solely on an individual, non-class basis; and (2) you or the Circuit & Chisel, Inc. Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against the Circuit & Chisel, Inc. Parties on your behalf. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.
(b) Informal Dispute Resolution. There might be instances when a Dispute arises between you and Circuit & Chisel, Inc. If that occurs, Circuit & Chisel, Inc. is committed to working with you to reach a reasonable resolution. You and Circuit & Chisel, Inc. agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost, and mutually beneficial outcome. You and Circuit & Chisel, Inc. therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Circuit & Chisel, Inc. that you intend to initiate an Informal Dispute Resolution Conference should be sent by mail or email to the mailing address or email address set forth below. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address; (2) the name, telephone number, mailing address, and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple Users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this Section 10.2(b).
(c) Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the process described in Section 10.2(b) does not resolve satisfactorily within 60 days after receipt of your Notice, you and Circuit & Chisel, Inc. agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, and e‐mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual basis of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the process described in Section 10.2(b); and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses, and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Circuit & Chisel, Inc. otherwise agree, or the Batch Arbitration process discussed in Section 10.2(h) is triggered, the arbitration will be conducted in the county where you reside. Subject to JAMS’s rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules.
You and Circuit & Chisel, Inc. agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
(d) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 10.2(f), including any claim that all or part of Section 10.2(f) is unenforceable, illegal, void, or voidable, or that Section 10.2(f) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 10.2(h), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 10.2(h). The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and Circuit & Chisel, Inc. Judgment on the arbitration award may be entered in any court having jurisdiction.
(e) Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 10.2(a) YOU AND THE CIRCUIT & CHISEL, INC. PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Circuit & Chisel, Inc. Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 10.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(f) Waiver of Class or Other Non-Individualized Relief. YOU AND CIRCUIT & CHISEL, INC. AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 10.2(h) EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 10.2(h). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 10.2(f) are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Circuit & Chisel, Inc. agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This Section 10.2(f) does not prevent you or Circuit & Chisel, Inc. from participating in a class-wide settlement of claims.
(g) Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Circuit & Chisel, Inc. need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the process described in Section 10.2(b), is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
(h) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Circuit & Chisel, Inc. agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Circuit & Chisel, Inc. by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Circuit & Chisel, Inc.
You and Circuit & Chisel, Inc. agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
(i) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the mailing address or email address set forth below within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with Circuit & Chisel, Inc. or may enter into in the future with Circuit & Chisel, Inc.
(j) Invalidity, Expiration. Except as provided in Section 10.2(f), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Circuit & Chisel, Inc. as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
(k) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Circuit & Chisel, Inc. makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Circuit & Chisel, Inc. at the mailing address or email address set forth below. Unless you reject the change within 30 days of such change becoming effective by writing to Circuit & Chisel, Inc. in accordance with the foregoing, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Services, any communications you receive, any products sold or distributed through the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Circuit & Chisel, Inc. will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
10.3. Export.
The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Circuit & Chisel, Inc., or any products utilizing such data, in violation of the United States export laws or regulations.
10.4. Disclosures.
Circuit & Chisel, Inc. is located at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
10.5. Electronic Communications.
The communications between you and Circuit & Chisel, Inc. use electronic means, whether you use the Services or send Circuit & Chisel, Inc. emails, or whether Circuit & Chisel, Inc. posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Circuit & Chisel, Inc. in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Circuit & Chisel, Inc. provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
10.6. Entire Terms.
These Terms constitute the entire agreement between you and Circuit & Chisel, Inc. regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Circuit & Chisel, Inc. is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Circuit & Chisel, Inc.’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Circuit & Chisel, Inc. may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
10.7. Copyright/Trademark Information.
Copyright © 2025 Circuit & Chisel, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
10.8. Contact Information.
Address:
268 Post Road
STE 200 PMB 586312
Fairfield, CT 06824
Email: legal@circuitandchisel.com