Last Updated: [December 14, 2023 ]

These Terms of Service (these “Terms”) are a legal agreement between you (“you” or “your”) and Coordinape Foundation (“Coordinape”, “we”, “our”, or “us”) governing your access to and use of the Coordinape’s websites and mobile applications (the “Platform”) and the proprietary software as a service and other services, offerings, and products further outlined below which Coordinape agrees to provide or make available to you on, through, or via the Platform or any component thereof (collectively, the “Services”). Certain sections of these Terms apply specifically to certain Services provided via the Platform. 

You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving Services under the laws of the United States or other applicable jurisdictions. To register as a user of the Services you must be 18 years or over. In the event that you are agreeing to these Terms on behalf of a third-party entity, you represent and warrant that you have sufficient right to bind such third party to these Terms, in which case, all references to “you” in these Terms shall be references to such third party. 

BY CLICKING I AGREE, OR BY OTHERWISE ACCESSING THE PLATFORM OR USING ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS. 

In the case of inconsistencies between these Terms and information included in any other materials related to the Platform or the Services, these Terms will always govern and take precedence.

PLEASE BE AWARE THAT SECTION 13 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION REQUIREMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (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.

COORDINAPE IS NOT A BROKER, FINANCIAL INSTITUTION OR INTERMEDIARY AND IS IN NO WAY AN AGENT, ADVISOR, OR CUSTODIAN. COORDINAPE IS A NON-CUSTODIAL PLATFORM. COORDINAPE CANNOT INITIATE A TRANSFER OF ANY CRYPTOCURRENCY OR DIGITAL ASSETS OR OTHERWISE ACCESS YOUR DIGITAL ASSETS. COORDINAPE HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU REGARDING ANY DECISIONS OR ACTIVITIES THAT YOU EFFECT IN CONNECTION WITH YOUR USE OF THE SERVICES.

1. Services

 1.1 Description. The Services consist of access to and use of the Platform utilized by Coordinape to provide Coordinape Gift Circle, an application and associated smart contracts used for communities to democratize distributions of value for work performed and Coordinape CoLinks, which provides the following functionality:

1. ‍Overview. Coordinape CoLinks is a technology platform for incentivizing and aggregating professional network connections of individual user profiles (“Profiles”). Profiles accrue a reputation score (“Rep Score”) which is sourced from account data from third-party social media, content creation, blockchain data, and professional platforms such as Twitter, POAPs, and GitHub (“3rd Party Platforms”), as well as from activity usage data on the Platform and the CoLinks Apps (as defined below). Rep Score data for a given Profile is stored and updated on a unique, non-transferrable NFT called CoSoul (as defined below), which is associated with and required for each Profile to participate in CoLinks via the CoLinks Apps. You can list Profiles (identified by a chosen username, wallet address, and verified ownership of corresponding accounts from 3rd Party Platforms) on the CoLinks Apps. Each listed Profile on the CoLinks Apps has links (“Links”), which are entries in the CoLinks smart contract that entitle the entry holder to a Link or held connection to the given Profile. Once a Profile is listed, you can signal your desire for connection to the Profile by buying a Link to the Profile. When a Link is purchased, the existing Links supply for the given account increases. When a Link is sold, it is only ever sold directly back to the CoLinks smart contract where it is “burned” or deleted and therefore the existing Links supply for the given Profile decreases. The CoLinks smart contract sets the price of a Link of a given Profile based on the number of Links of the given Profile in existence. The more Links that exist for a Profile, the higher the price will be to purchase or sell a Link for said Profile; the fewer the Links that exist for a Profile, the lower the price will be to purchase or sell a Link for said Profile. The proceeds of Link sales (or a portion thereof) are deposited into a third-party smart contract system on Optimism that holds the purchase funds. A portion of the proceeds (the “Proceeds”) is sent to the Profile owner’s (the “Profile Owner”) wallet when a user purchases or sells a Link of the Profile. A portion of the Proceeds is sent to a wallet address specified in the CoLinks smart contract system, held by Coordinape as a protocol fee (“Protocol Fees”) when a user purchases or sells a Link. Because the Profile Owner can receive the Profile Proceeds, the proceeds of CoLink purchases represent a market-curated endowment for the Profile Owner, which can play a role similar to supporting a creator through subscription services like Patreon. Thus, the purchase of Links is intended to represent a social signal expressing preferred professional network connection to the Profile, the sale of Links is intended to represent a social signal expressing diminished professional network connection to the Profile, the price of the Link on CoLinks is intended to represent the aggregate of all such buying and selling activity.‍
2. Link Transactions. Purchases and sales of Links are effected through the CoLinks smart contract, an Ethereum smart contract deployed on the Optimism network which prices Links based on a “bonding curve” designed to algorithmically maintain a constant relationship between the existing supply of the Links representing a particular Profile and the price at which such Links can be bought from or sold to the CoLinks Smart Contract System. The price of Links is denominated in, and must be paid to, the CoLinks Smart Contract System in, ETH (Ether). Each purchase or sale of a Link on CoLinks is final, binding, and non-refundable. Other than the Protocol Fees to be paid to Coordinape as required under these Terms, the ETH paid to acquire Links is not received, held or controlled by Coordinape, but is received, controlled and held by the CoLinks Smart Contract System. Links may also be bought, sold or traded outside of the CoLinks application by transacting directly with the CoLinks smart contract system.
3. ‍ Supported Profiles & Links. You can create a Profile by visiting colinks.coordinape.com and creating a Profile. The support of Links (“Supported Links”) and Profiles (“Supported Profiles”) on the Service is determined by Coordinape in its sole and absolute discretion. Supported Profiles and Supported Links are listed on and can be transacted through the Platform. Profiles which are not supported can still be created or transacted within by interacting directly with the CoLinks Smart Contract System through an Optimism Network node or a third-party interface, but the CoLinks Apps will not display information relating to such Profiles or provide an interface for transacting in such Links. With respect to the CoLinks Apps, Coordinape reserves the right, in its sole and absolute discretion, to: (a) refuse to support any Profile; (b) refuse to support any Link or refuse to treat any Link as representing the indicated Profile; (c) revoke support for or delist any previously Supported Link or Supported Profile. Links or other materials uploaded to the CoLinks Apps may be subject to limitations on usage, reproduction, and dissemination. You are responsible for adhering to such limitations if you acquire a Link.‍
4. Certain Defined Terms.

1. “CoSoul” means the non-transferable NFT referred to as ‘CoSoul’ and intended for use primarily in the Coordinape Apps by CoSoul app users. CoSouls store app data onchain on Optimism associated with user experience history and aggregate reputation data sourced from 3^rd party platform account data, which is updated periodically based on the CoSoul user account’s activity. On the date these Terms were first published, the CoSoul Smart Contract System comprised the runtime bytecodes deployed to the following Optimism network address: “CoSoul”: “0x47c2a56176335fb2b1ded8e7b5acb136d307dc2d”
2. “CoLinks Apps” means the consumer software applications created, operated, and made publicly available by Coordinape for transactions involving Links and the CoLinks Smart Contract System. On the date these Terms were first published, the CoLinks Apps consisted of the world wide web application hosted at http://colinks.coordinape.com (the “Coordinape CoLinks Website”). The Platform includes both the CoLinks Apps and the Coordinape CoLinks Website. 
3. “CoLinks Community” means all users of any CoLinks App or smart contract within the CoLinks Smart Contract System, all persons who buy, sell, hold or transact in CoLinks Links, Coordinape and its directors. 
4. “CoLinks Smart Contract System” means the runtime bytecodes (aka “smart contracts”) for creating, buying, selling, pricing, and transacting with CoLinks Profiles and Links. On the date these Terms were first published, the CoLinks Smart Contract System comprised the runtime bytecodes deployed to the following Optimism network addresses: [0x7154cA7E4C756E06151aefA2D765404950FA0EE1]. The Platform includes the CoLinks Smart Contract System. 
5. “Ethereum” means the Ethereum mainnet and the consensus blockchain for such mainnet (networkID:1, chainID:1) as recognized by the official Go Ethereum Client, or, if applicable, the network and blockchain generally recognized as the legitimate successor thereto. 
6. “Links” means all entries for accounts on the CoLinks smart contracts represented on the CoLinks Apps, Links are intended to represent connections to specific user Profiles. 
7. “Optimism” means the Optimism mainnet and the consensus blockchain for such mainnet (Network Name: “Optimism”, chainID:10), the network and blockchain generally recognized as the legitimate successor thereto. 

1.2 The CoLinks Smart Contract System and CoLinks Apps

1. Nature of CoLinks Smart Contract System. The CoLinks Smart Contract System is a public software utility deployed on Optimism, which is accessible directly through any Optimism node or indirectly through any compatible Ethereum “wallet” application which interacts with such a node. Through the CoLinks Smart Contract System, any person may create, buy, and sell Links.
2. Relationship of CoLinks Smart Contract System and CoLinks Apps. Interacting with the CoLinks Smart Contract System does not require use of the CoLinks Apps, but the CoLinks Apps provide a potentially more convenient and user-friendly method of reading and displaying data (including Profiles and Links Metadata) from the CoLinks Smart Contract System and generating standard transaction messages compatible with the CoLinks Smart Contract System. Interacting with the CoLinks Smart Contract System through the CoLinks Apps requires use of an independent, user operated Ethereum wallet application through which the user may broadcast the transaction message to Optimism for processing by Optimism nodes. The CoLinks Apps may be used to generate standard transaction messages for interacting with the CoLinks Smart Contract System and transmitting those messages to the wallet application. Through the wallet application, a user may broadcast the transaction message to Optimsm for processing by Optimism nodes. Assuming normal operation of the wallet and the relevant Optimism nodes, the Optimism nodes should utilize such transaction messages to make function calls against the relevant runtime bytecode and ultimately include the results of such computations in an Optimism transaction block, thus effectuating an interaction with the CoLinks Smart Contract System.
3. Alterations to CoLinks Smart Contract System. Coordinape may from time to time alter the list of smart contracts which are included in the CoLinks Smart Contract System by adding or removing runtime bytecode addresses from the official list of smart contracts supported by the CoLinks Apps, including pursuant to upgrades, forks, security incident responses, or chain migrations. In the event any runtime bytecode is removed from the CoLinks Smart Contract System, users would no longer be able to interact with or read the data that is associated with such runtime bytecode through the CoLinks Apps. It is intended (though cannot be guaranteed) that users would continue to be able to interact with such runtime bytecode directly through any Optimism node or indirectly through any compatible Ethereum wallet application, but such interactions may require technical expertise beyond those of most users.
4. Alterations to the CoLinks Apps. Coordinape may from time to time remove certain Profiles or Links from the CoLinks Apps or restrict the creation of Accounts or Links on the CoLinks Apps, in Coordinape’s sole and absolute discretion, including in connection with any belief by Coordinape that such Accounts, Account Owners, or Links violates these Terms. Coordinape does not commit and will not be liable for any failure to support, display, or offer or continue to support, display or offer any Profile or Link for purchase, sale, or connection through the CoLinks Apps. 

1.3 Availability. There may be occasions when the Platform and Services will be interrupted for maintenance, upgrades, and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Coordinape. You agree that Coordinape will not be liable to you for any unavailability, modification, suspension, or discontinuance of the Service (or any part thereof). You are responsible for obtaining access to any Services and that access may involve third party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Services.

1.4 Registration. You may access certain features of the Services through your account on the Platform (your “Account”). You must log into your Account using a unique username and password. You are responsible for safeguarding your password and you shall not disclose your password to any third party. You are solely responsible for any activities or actions taken under your Account and the blockchain accounts and addresses through which your Account interacts with the Platform and Services, whether or not you have authorized such activities or actions. You agree that the information that you provide to Coordinape about yourself upon registration of your Account, and at all other times, (“Customer Data”) will be true, accurate, current, and complete, and you further agree that you will maintain and promptly update the Customer Data to ensure that it remains true, accurate, current, and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. Coordinape reserves the right to reject your Account or require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you shall notify Coordinape immediately at support@coordinape.com. 

1.5 Platform Access. Subject to these Terms, Coordinape grants you a personal, limited, revocable, non-exclusive and non-transferable right to access and use the Platform and Services for their intended purpose and in accordance with these Terms. This license is exclusive to you, and you may not sublicense this right. Coordinape expressly retains all ownership rights, title, and interest in and to all aspects of any software, Services, and the Platform, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Services and Platform. You may not modify the Platform or Services, create derivative works of the Platform or Services, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Platform or Services that would reveal any source code, trade secrets, know-how, or other proprietary information. This license shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess, or control the source code or any other aspect of the Platform or Services. You may not remove or modify any notice of confidentiality, trade secret, trademark, or copyright encoded or embodied in the Platform or Services or displayed by, on, or in the Platform or Services. You may use the Platform and Services only while these Terms remain in effect. Under no circumstances will you have any rights of any kind in or to the Platform after any termination or expiration of your agreement to these Terms for any reason. Notwithstanding anything to the contrary in this Section 1.5, Section 1.2 governs and controls with respect to the CoLinks Smart Contract System.

2.User Content and Submissions

2.1 Copyright in Your Content. In connection with your access to, or use of, the Platform and the Services, you may have the opportunity to upload to the Platform certain information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (collectively, “Content”). You hereby consent to Coordinape’s disclosure of Content to third parties. Coordinape does not claim ownership rights in any such Content that you make available. By submitting your Content and accepting these Terms, you unconditionally grant to Coordinape a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, transferable right and license, with the right to sublicense through multiple levels of sublicensees, under all of your intellectual property rights in the Content, to (a) reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Content in any medium or format, whether now known or hereafter discovered and (b) exercise any and all other present or future rights in the Content. As between you and Coordinape, you remain the owner of all Content that you make available in connection with the Services. You represent and warrant to Coordinape that you are the owner of the copyright to the Content or that you have written permission from the copyright owner to use such Content. In addition, you warrant that all moral rights in any Content have been waived. You agree to indemnify and hold Coordinape harmless for any violation of this provision. Coordinape makes no representations or warranties as to the quality, origin, or ownership of any content found on the Platform and Services. We do not control or direct what other users do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content). You acknowledge that Coordinape will not be liable for any errors, misrepresentations, or omissions in, of, and about, any content on the Platform or Services, nor for the availability of such content. In addition, you further acknowledge that Coordinape will not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content.

2.2 Review of Content and Materials. While Coordinape does not and cannot review all material on the Platform, and is not responsible for its content, Coordinape reserves the right to review any or all Content and remove, delete, move, or edit Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. You hereby provide your irrevocable consent to such monitoring and review. In addition, you acknowledge and agree that you have no expectation of privacy concerning the transmission of your Content, including, without limitation, chat, text, or voice communications. Coordinape will not be liable for the Content of any submission.‍

3. Pricing and Payment; Taxes. Certain Services, including, but not limited to, buying and selling Links, are subject to fees and other charges. The fees for those Services are posted on the Platform. Fees are subject to change without notice and may be determined with or without Coordinape’s involvement, permission, or consent. You shall pay Coordinape all applicable fees and charges in accordance with the payment terms posted on the Platform. The proceeds of Links purchases, minus the applicable fees paid to Coordinape as required under these Terms, will be deposited into the CoLinks Smart Contract System. Such deposits are held in the CoLinks contract until users wish to sell Links. The proceeds of Links sales, minus the applicable fees owed to Coordinape under these Terms, will be withdrawn from the CoLinks Smart Contract System. In addition, you acknowledge that certain Third-Party Offerings may charge you additional fees on transactions performed outside of the Platform, including, but not limited to, gas fees paid to Optimism and Ethereum miners in ETH through users’ independent wallet applications as consideration for mining the users’ transactions. Gas fees are set by the user through the user’s independent Ethereum wallet application, based on the market conditions on Ethereum and Optimism. Fees are non-refundable. You shall pay all Fees in ETH to the CoLinks Smart Contract System. The tax consequences of purchasing, selling, or holding Links, or otherwise utilizing the Services and Platform, including, without limitation, the CoLinks Smart Contract System, are uncertain and may vary by jurisdiction. Coordinape has undertaken no due diligence or investigation into such tax consequences, assumes no obligation or liability to optimize the tax consequences of the Services and Platform, including, without limitation, the CoLinks Smart Contract System, to you, and is not providing any tax advice in connection with the Services and Platform. You are solely responsible for the payment of all taxes associated with your use of the Platform and Services, including, without limitation, the CoLinks Smart Contract System. Notwithstanding the foregoing, certain other Services are made available without charge, however, Coordinape reserves the right to later charge for these Services, or any component thereof. Any fees for the Services will be posted on the Platform. 

4. Third-Party Offerings. Coordinape may make access to or use of third-party software services, applications, or functionality that link to, interoperate with, or are incorporated into the Platform available to you, including, but not limited to, third-party digital wallet extensions (collectively, “Third-Party Offerings”). Third-Party Offerings do not include the Services. You acknowledge that Coordinape does not own or control such Third-Party Offerings, they are made available as a convenience only, and are not part of the Platform or Services and that such Third-Party Offerings are subject to their own terms and conditions. Any acquisition by you of Third-Party Offerings, and any exchange of data between you and any Third-Party Offering is solely between you and the applicable Third-Party Offering provider. Coordinape will not be responsible for any Third-Party Offerings, and access to and use of any Third-Party Offering is at your own risk and is solely determined by the relevant third-party provider and is subject to such additional terms and conditions applicable to such Third-Party Offering. Coordinape may disable or restrict access to any Third-Party Offerings on the Platform at any time without notice. Coordinape is not liable for Third-Party Offerings or any data or information you provide to a third party via a Third-Party Offering. Without limiting the foregoing, you acknowledge that Coordinape merely represents information about Profiles and their relation to Third-Party Products, and does not have a legal, commercial, or other relationship with any owners or operators of the Third-Party Products, or any owners/operators of any Profiles, and is not endorsed or authorized by the Third-Party Products. The owners/operators of Third-Party Products or the owners/operators of any Profiles may seek to limit Coordinape’s use of their information or APIs or seek to restrain the creation of Links without the permission of the corresponding Profile owner/operator. As a result of the foregoing, Links could lose value or Coordinape may lose certain features, information or functionality.

5. Suspension and Termination. Coordinape reserves the right to suspend or terminate your access to and use of the Platform and Services, at any time, without notice, for any reason, including but not limited to (a) your breach of these Terms, or any other policies or guidelines set forth by Coordinape, or (b) Conduct that Coordinape believes is harmful to other users of the Platform or Services, or the business of Coordinape or other third party information providers. Further, you agree that Coordinape shall not be liable to you or any third party for any termination of your access to the Platform or Services. Coordinape reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform and Services (or any part thereof) with or without notice. You agree that Coordinape will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform or Services or both.‍

6. Privacy. Coordinape collects, uses, and discloses information about you in accordance with the Coordinape Privacy Policy, which can be viewed by clicking on the “Privacy Policy” link that appears in the footer of the Coordinape informational website or by visiting https://www.coordinape.com/privacy (“Privacy Policy”) and you hereby consent to Coordinape’s use of such information in accordance with our Privacy Policy. You understand and agree that, notwithstanding any measures taken to prevent unauthorized disclosure, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to confidential information. Accordingly, Coordinape cannot and does not guarantee the privacy, security, or authenticity of any information so transmitted over or stored in any system connected to the Internet.

7. Assumption of Risk Related to Blockchain Technology. 

7.1 Digital Assets Generally. In order to be successfully completed, any transaction involving digital assets initiated by or sent to your wallet must be confirmed by and recorded on the blockchain supporting such digital asset. Coordinape has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via the Platform will be validated by or confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests. In addition, certain ecosystem partners may support complex financial transactions that entail a high degree of risk. you accept and acknowledge that you takes full responsibility for all activities that you effect through your wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your wallet, to the maximum extent permitted by law. YOU ACKNOWLEDGE THAT COORDINAPE HAS NO RESPONSIBILITY FOR THE PROFILES OR LINKS CREATED OR BOUGHT AND SOLD BY USERS ON COLINKS AND THAT COORDINAPE DOES NOT INVESTIGATE AND CANNOT GUARANTEE OR WARRANT THE AUTHENTICITY, ORIGINALITY, UNIQUENESS, MARKETABILITY, LEGALITY, OR VALUE OF ANY PROFILES OR LINK CREATED, BOUGHT, OR SOLD BY USERS ON COLINKS.

7.2 Acknowledgements with respect to the Services and Platform. You acknowledge and agree that: 

1. You (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your wallet; (ii) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your wallet; (iii) know, understand, and accept the risks associated with your wallet; and (iv) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to any digital assets you purchase or sell. You further acknowledge and agree that Coordinape will have no responsibility or liability for such risks.
2. The prices of digital assets can be extremely volatile. Coordinape makes no warranties as to the markets in which digital assets are transferred, purchased, or traded.
3. You are solely responsible for determining what, if any, taxes apply to your transactions of digital assets. Coordinape is not responsible for determining the taxes that apply to Digital Asset transactions.
4. Coordinape does not store, send, or receive digital assets. This is because digital assets exist only by virtue of the ownership record maintained on its supporting blockchain, and so any transfer of digital assets occurs within the supporting blockchain and not in the Platform. The transaction details you submit via the Platform may not be completed, or may be substantially delayed, as a result of activity or lack thereof on the blockchain used to process the transaction. Once transaction details have been submitted through your wallet, Coordinape cannot assist you in canceling or otherwise modify your transaction or transaction details. Coordinape makes no warranties or guarantees that a transfer initiated via the Platform will successfully transfer title or right in any Digital Asset.
5. Coordinape is not a payroll provider and does not provide compliance solutions with respect to the processing of your payroll. You are solely responsible for compliance with all legal and other obligations with respect to the payment of wages and salaries, and Coordinape makes no warranties that the use of its services to facilitate transactions involving digital assets enables you to meet any such obligations. Coordinape enables you to initiate transactions directly on a supporting blockchain and to organize, track, and automate such transactions. All transactions are conducted directly by you and you are responsible for all information provided through Coordinape to affect such transactions.
6. There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your wallet; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. You accept and acknowledge that Coordinape will not be responsible for any communication failures, disruptions, errors, distortions, delays, or losses you may experience when using blockchain technology, however caused.
7. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the Platform and the utility of digital assets.
8. Coordinape makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of certain digital assets. You acknowledge and agree that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value and function of digital assets supported by that blockchain.
9. Coordinape makes no guarantee as to the security of any blockchain. Coordinape is not liable for any hacks, double spending, stolen digital assets, or any other attacks on a blockchain.
10. The Services rely on, and Coordinape makes no guarantee or warranties as to the functionality of or access to, any third-party Wallet (such as Gnosis, MetaMask, Magic.Link, Coinbase, Ledger, or any other wallet) and Ecosystem Partners (such as Yearn, Parcel, Hedgey.Finance, DeWork) to perform any transactions.

7.3 CoLinks Specific Acknowledgements.

1. You understand and agree that your purchase, sale, holding, receipt and use of Links and the Services does not: (i) represent or constitute a loan or a contribution of capital to, or other investment in Coordinape or any business or venture; (ii) provide you with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, Coordinape or any other business or venture; and (iii) create or imply or entitle you to the benefits of any fiduciary or other agency relationship between Coordinape or any of its directors, officers, employees, agents or affiliates, on the one hand, and you, on the other hand. You are not entering into these Terms or buying, selling, holding, receiving, or using Links for the purpose of making an investment with respect to Coordinape, but solely to use CoLinks for its intended purposes. You understand and agree that Coordinape will not accept or take custody over any Links, cryptocurrencies, or other assets of yours and has no responsibility or control over the foregoing.
2. You represent and warrant that you are knowledgeable, experienced, and sophisticated in using and evaluating blockchain and related technologies and assets, including Ethereum, Optimism, wallets, tokens, bonding curve systems and “smart contracts” (runtime bytecode deployed to Ethereum, Optimism, or another blockchain). You represent and warrant that you have conducted your own thorough independent investigation and analysis of the CoLinks Links and the other matters contemplated by these Terms, and have not relied upon any information, statement, omission, representation, or warranty, express or implied, written or oral, made by or on behalf of Coordinape in connection therewith, except as expressly set forth by Coordinape in these Terms.
3. Coordinape utilizes experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, “smart contracts”, consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in providing the Services. You acknowledge and agree that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto. 
4. The technology utilized in delivering the Services depends on public peer-to-peer networks such as Optimism and Ethereum that are not under the control or influence of Coordinape and are subject to many risks and uncertainties. Such technologies include the CoLinks Smart Contract System, which Coordinape may have limited or no ability to change, other than ceasing to support certain “smart contracts” and adding support for new “smart contracts”. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used in connection with the Services. Coordinape will not be able to restore or issue any refund in respect of any Profile or Links due to lost private keys. If you are not able to use your Profile or Links due to loss or theft of the corresponding private key or otherwise, you will be unable to exercise their rights with respect to such Profile and Links. 
5. Links relevant to CoLinks depend on the CoLinks Smart Contract System or other smart contracts deployed to Optimism, some of which may be coded or deployed by persons other than Coordinape. Once deployed to Optimism, the code of smart contracts, including the CoLinks Smart Contract System, cannot be modified. In the event that the CoLinks Smart Contract System or other smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Ethereum or Optimism, you may be exposed to a risk of total loss and forfeiture of all Profiles and Links and other relevant digital assets. Coordinape assumes no liability or responsibility for any of the foregoing matters, except as otherwise required by applicable law.
6. The fiat-denominated prices and value in public markets of assets such as ETH have historically been subject to dramatic fluctuations and may be highly volatile. As relatively new products and technologies, blockchain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets. The market value of any ETH or other digital asset may decline below the price for which you acquired such asset through CoLinks or on any other platform. You acknowledge and agree that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Ethereum and Optimism are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any ETH, Profiles, Links, or other digital assets associated with CoLinks. 
7. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and CoLinks and Links could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines, or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies. 
8. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Ethereum, Optimism, CoLinks, Links, and other digital records, including the theft, loss, or inaccessibility thereof. 
9. Ethereum, Optimism, the CoLinks Smart Contract System, the Profiles, the Links, and other digital assets or records may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. Coordinape may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, Coordinape does not assume any responsibility to notify you of pending, threatened or completed forks. Coordinape will respond to any forks as Coordinape determines in its sole and absolute discretion, and Coordinape will not have any duty or obligation or liability to you if such response (or lack of such response) acts to your detriment. Without limiting the generality of the foregoing, Coordinape’s possible and permissible responses to a fork may include: (w) honoring the CoLinks Smart Contract System, Links, and other digital records on both chains; (x) honoring the CoLinks Smart Contract System, Links, and other digital records on only one of the chains; (y) honoring the CoLinks Smart Contract System, Links, and other digital records in different respects or to a different extent on both chains; or (z) any other response or policy or procedure, as determined by Coordinape in its sole discretion. Coordinape reserves the right to only allow one Link to be associated with each Profile on the CoLinks Apps, and to prefer one such Link over another for purposes of representing a given Profile, notwithstanding that both Links may be intended to represent the same account or that copies of such Links may exist on both chains following a fork. You assume full responsibility to independently remain apprised of and informed about possible forks, and to manage your own interests in connection therewith.
10. Because CoLinks does not provide Ethereum wallet software or Ethereum nodes, such software constitutes an essential Third-Party Offering dependency without which CoLinks cannot be utilized and Links cannot be purchased, sold, or used. Furthermore, CoLinks may utilize APIs, middleware and servers of Coordinape or third parties, and Coordinape does not guarantee the continued operation, maintenance, availability or security of any of the foregoing dependencies. 

8. Disclaimer of Warranty. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE SERVICES AND THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. COORDINAPE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PLATFORM AND SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. COORDINAPE MAKES NO WARRANTY THAT THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THE PLATFORM OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE PLATFORM OR SERVICES WILL BE AVAILABLE, THAT DATA AND INFORMATION PROVIDED TO COORDINAPE OR UPLOADED TO THE PLATFORM WILL BE SECURE FROM UNAUTHORIZED ACCESS, THAT THE SERVICES AND PLATFORM WILL MEET YOUR REQUIREMENTS OR ACHIEVE YOUR INTENDED RESULTS, OR THAT ANY INFORMATION OBTAINED FROM THE PLATFORM AND SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE AND AGREE THAT CERTAIN SERVICES USE PROPRIETARY ALGORITHMS TO CREATE REPUTATIONAL SCORES FOR USERS BASED ON VARIOUS FACTORS AND THAT COORDINAPE WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES, LOSSES, OR HARM YOU MAY SUFFER AS A RESULT OF SUCH REPUTATIONAL SCORE, INCLUDING. COORDINAPE MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, PROMOTIONS, OR THE DELIVERY OF ANY GOODS OR SERVICES, PURCHASED, ACCESSED, OR OBTAINED THROUGH THE PLATFORM OR ADVERTISED THROUGH THE PLATFORM AND SERVICES, INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY OFFERINGS. NO ADVICE OR INFORMATION GIVEN BY COORDINAPE, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.

9. Rules of Conduct.

9.1 Distribution of Content. You agree that you will not distribute any Content that: (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or otherwise harms or can reasonably be expected to harm any person or entity; (b) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity; (c) infringes or violates any right of a third party including any copyright, patent, trademark, trade secret, or other proprietary or contractual rights, right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity, or any confidentiality obligation; (d) is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations); (e) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Platform or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Platform; (f) does not generally pertain to the designated topic or theme of the Platform; (g) violates any specific restrictions applicable to a public forum, including its age restrictions and procedures; or (h) is antisocial, disruptive, or destructive, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.

9.2 Use of the Platform and Services. You expressly agree that you are solely responsible for any and all acts and omissions that occur under your Profile, Account, or password, and you agree not to engage in any unacceptable use of the Services or Platform, which include, without limitation: (a) accessing and using the Platform and the Services if you have not acknowledged reading and agreed to abide by these Terms and the Privacy Policy; (b) interfering, disrupting, or attempting to gain unauthorized access to other accounts on the Platform or any other computer network; (c) using the Platform or the Services in connection with any commercial endeavors without our prior written consent; (d) posting or giving out any financial information or transmitting electronically or physically any money to other users; (e) creating user accounts by automated means or under fraudulent or false pretenses; (f) creating or transmitting unsolicited electronic communications such as spam to users or promote any products or services; (g) harassing, threatening or intentionally embarrassing or causing harm or distress to another person or group; (h) collecting and publishing any information about any of our users; (i) adapting, modifying, or reverse engineering any portion of the Services or the Platform; (j) using any spider, robot, retrieval application, or any other device to crawl, scrape, or retrieve any portion of the Platform; (k) disseminating, storing, or transmitting viruses, worms, trojan horses, or other malicious code or program; (l) encouraging conduct that would constitute a criminal or civil offense; (m) violating any applicable federal, state, local, or international law or regulation, including, but not limited to, any applicable export control laws, privacy laws, banking laws, commodities laws, money transmission laws, anti-money laundering laws, and securities laws; (n) violating any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading; (o) exploiting any person, including but not limited to exploiting any child under 18 years of age; (p) invading the privacy of any person, including but not limited to submitting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); (q) soliciting personal information from a child under 18 years of age; (r) submitting false or misleading information to Coordinape, the Platform or other users; (s) engaging in any act to defraud, or otherwise materially mislead, Coordinape or any user; (t) using the Platform or Services for a competitive purpose or to obtain a competitive advantage for any competitor of Coordinape or a competing platform; (u) engaging in or knowingly facilitating any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including, but not limited to, buying or selling a Link for the purpose of creating or inducing a false, misleading, or artificial appearance of activity in such Profile, unduly or improperly influencing the price for such Link, or participating in, facilitating, assisting, or transacting with any pool, syndicate, or joint account organized for the purpose of unfairly or deceptively influencing the price of a Link; (v) transacting in securities, commodities futures, trading of commodities on a leveraged, margined, or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings, or other similar transactions; (w) engaging in token-based or other financings of a business, enterprise, venture, DAO, software development project, or other initiative, including ICOs, DAICOs, IEOs, “yield farming” or other token-based fundraising events; (x) engaging in any conduct that would cause the Services or Platform, including any Links or Profiles, to be classified as regulated financial products such as securities or swaps; or (y) engaging in any other activity deemed by Coordinape to be in conflict with the spirit of these Terms or any other terms of service, policy, trading policy, or other terms or policy governing the use of any the Services, Third-Party Products, or Links. 

9.3 Monitoring. We cannot and do not assure that other users are or will be complying with the foregoing restrictions in Section 9.2 or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance. You are solely responsible for your interactions with other users of the Platform and Service and any other parties with whom you interact with through the Service and Platform; provided, however, that Coordinape reserves the right, but has no obligation, to intercede in any disputes between you and such third party. You agree that Coordinape will not be responsible for any liability incurred as the result of such interactions.

10. Proprietary and Privacy Protection for Other Users’ Content on the Platform. Coordinape hereby notifies you that all the information, content, image files, software, and materials on the Platform may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. Coordinape is unable to provide you with permission to copy, display, or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the Platform. Coordinape has the absolute right to terminate your account or exclude you from the Platform if you use our Services to violate the intellectual property rights or other rights of third parties. You agree to indemnify and hold Coordinape harmless for any violation of this provision. 

11. Copyright Infringement. 

11.1 Claims of Copyright Infringement. Coordinape has adopted and implemented a policy that provides for the termination, in appropriate circumstances as determined by us in our sole discretion, of users who are infringers of copyright. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement must be sent to the service provider's designated agent. 

Notification must be submitted to the following:

Service Provider: Coordinape Foundation, Inc.

Attn: Legal 

Full Address: 9 Forum Lane, Suite 3119

Grand Cayman, Cayman Islands, KY 1-9006

Email: DMCA@coordinape.com

11.2 Notice of Infringement. To be effective, the notification must be a written communication that includes the following: 

1. A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; 
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; 
5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

11.3 Takedown Notices. We may give you notice that we have removed or disabled access to certain material by means of a general notice on the Platform, electronic mail to your e-mail address in our records, or by written communication sent by first-class mail to your physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following: 

1. Your physical or electronic signature; 
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; 
3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and 
4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Coordinape may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

12. Indemnity; Limitation of Liability.‍

12.1 You agree to indemnify, and hold Coordinape, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with one or more of the following: (a) your access to or use of the Platform or Services; (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property, or privacy right; or (d) any claim that your use of the Platform or Services caused damage to a third party.

12.2 YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE PLATFORM, SERVICES, AND THIRD-PARTY OFFERINGS, AND ANY RELIANCE UPON ANY OF THE FOREGOING, IS AT YOUR SOLE RISK. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL COORDINAPE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES FOR LOSS OF PROFITS, SAVINGS, BUSINESS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF COORDINAPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE PLATFORM, THE SERVICES, OR THE THIRD-PARTY OFFERINGS, FROM ANY CHANGES TO THE PLATFORM OR THE SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT, PROFILE, OR CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE, AND CONFIDENTIAL INFORMATION ABOUT YOURSELF IN YOUR USE OF THE PLATFORM AND THE SERVICES AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT. 

12.3 IF YOU ARE DISSATISFIED WITH THE PLATFORM OR THE SERVICES OR WITH ANY OF THESE TERMS, OR FEEL COORDINAPE HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND THE SERVICES. THE TOTAL LIABILITY OF COORDINAPE TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE PLATFORM OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PLATFORM AND SERVICES DURING THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO LIABILITY OR $500, WHICHEVER IS GREATER. IT IS THE INTENTION OF YOU AND COORDINAPE THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.

12.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Dispute Resolution.

13.1 Governing law. These Terms will be governed by and construed and interpreted in accordance with the laws of the country of the Cayman Islands irrespective of the choice of laws principles of the Cayman Islands, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Although the Platform and Services may be available in other jurisdictions, you hereby acknowledge and agrees that such availability will not be deemed to give rise to general or specific personal jurisdiction over Coordinape in any forum outside the country of the Cayman Islands.

13.2 Settlement Negotiations. If you have a potential legal dispute, claim, or cause of action against Coordinape, you shall first (prior to initiating any litigation proceedings) contact Coordinape by sending an email to support@coordinape.com describing the nature of the potential dispute, claim, or cause of action and providing all relevant documentation and evidence thereof. If so elected by Coordinape, the parties shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim, or cause of action within 60 days of the delivery of such email. Any such dispute, claim, or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days will be brought and resolved exclusively in accordance with the following provisions of this Section 12.

13.3 Agreement to Binding, Exclusive Arbitration. 

1. Mandatory Binding Arbitration. Except as set forth in Section 13.2, all claims, disputes, and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes, and controversies, collectively, “Disputes”) will be finally settled by binding arbitration, rather than in court. The arbitrator, and not any federal, state or local court, agency or other governmental authority, shall have exclusive authority to resolve all Disputes. 
2. Waiver of Jury Trial. The parties hereby acknowledge, represent and warrant that they understand that: (i) there is no judge or jury in arbitration, and, absent this mandatory provision, the parties would have the right to sue in court and have a jury trial concerning Disputes; (ii) in some instances, the costs of arbitration could exceed the costs of litigation; (iii) the right to discovery may be more limited in arbitration than in court; and (iv) court review of an arbitration award is limited. The Federal Arbitration Act and federal arbitration law apply to these Terms. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.

13.4 Arbitration Procedures. You or Coordinape may initiate an arbitration proceeding by delivering written notice to the other, whereupon the parties shall reasonably cooperate to select an arbitrator and submit the relevant Dispute to such arbitrator. In the event the parties are unable to agree on the selection of an arbitrator within 15 days from the filing of a demand for arbitration, the American Arbitration Association (the “AAA”) will appoint the arbitrator. Any such arbitration will be administered by the AAA in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA excluding any rules or procedures governing or permitting class actions. Coordinape will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award will be written and binding on the parties and may be entered by any party as a judgment in any court of competent jurisdiction.

13.5 Seat of Arbitration. The seat of arbitration will be the Cayman Islands. The arbitrator may choose to have the arbitration of any Dispute conducted by telephone, based on written submissions, or at a mutually agreed location; provided, however, that Coordinape may opt to transfer the venue of any arbitration hearing to the Cayman Islands in the event that it agrees to pay any additional fees or costs you may reasonably incur as a result of the change in venue, as determined by the arbitrator, and, subject to the foregoing, you hereby agree to submit to the personal jurisdiction of any court in the Cayman Islands, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

13.6 Confidentiality of Arbitration. Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties shall maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.

13.7 Class Action Waiver.

1. No Class Actions Permitted. You hereby agree that any arbitration or other permitted action with respect to any Dispute shall be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis. YOU SHALL BRING CLAIMS AGAINST COORDINAPE ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 
2. Agreements if Class Action Waiver Unenforceable. If any court or arbitrator makes a final, binding, and non-appealable determination that the class action waiver set forth in this Section 12 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above will be deemed null and void with respect to any Dispute that would thus be required to be resolved by arbitration on a class basis, and the parties will be deemed to have not agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any Dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the federal courts located in the Cayman Islands and to accept service of process by mail with respect to such Dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such Dispute.

13.8 California End-User Consumer Rights. In accordance with Cal. Civ. Code Sec. 1789.3, if you are a California State resident, you may file grievances and complaints regarding the Services with the California Department of Consumer Affairs, Consumer Information Division; 1625 North Market Blvd., Suite N 112, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by phone at 800-952-5210; or by email to: dca@dca.ca.gov.

14. General.

14.1 Export Control. You represent and warrant that you are no not, and are not acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of your home country. You represent and warrant that you are not, and are not acting on behalf of any other person who is, located, ordinarily residing, organized, established, or domiciled in any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo.

‍14.2 Modification. Coordinape may modify these Terms at any time. Modifications become effective upon your first access to or use of the Platform or Services after the applicable modification has been applied. Your continued access to or use of the Platform or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Platform or Services.

14.3 No Resale of Services. You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.

14.4 Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and Coordinape as a result of these Terms or use of the Platform or the Services. ‍

14.5 Enforcement. If any legal action is brought to enforce these Terms, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party.

14.6 Force Majeure. Coordinape will not be liable for any breach of these Terms, or for any delay or failure of performance, resulting from any cause beyond Coordinape’s reasonable control.

14.7 Waiver. The failure of Coordinape to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Coordinape in writing.

14.8 Construction. The headings of Sections of these Terms are for convenience and are not to be used in interpretation.

14.9 Contact. Any questions, comments or suggestions, including any report of violation of these Terms should be provided to Coordinape at: support@coordinape.com.

14.10 Entire Agreement. These Terms constitute the entire agreement between you and Coordinape and govern your use of the Platform and the Services, superseding any prior agreements between you and Coordinape. The failure of Coordinape to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Coordinape nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.