CARPOOL INC., IS THE DEVELOPER OF A NEW SUITE OF EXPERIMENTAL
APPLICATION PROGRAMMING INTERFACES (“API(S)”) DESIGNED TO
FACILITATE SIMPLIFIED WEB3 TRANSACTIONS. USING THE
FUNCTIONALITIES OF CARPOOL’S APIS POSES SIGNIFICANT RISKS TO YOU
AND YOUR ONLINE ASSETS. THIS DOCUMENT CONTAINS VERY IMPORTANT
INFORMATION REGARDING THESE RISKS AND YOUR RIGHTS AND
OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS
THAT MIGHT APPLY TO YOU AND YOUR RIGHTS. PLEASE READ IT
CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS
TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY USING THE WEBSITE OR OUR SERVICES, YOU ACCEPT AND ARE BOUND BY
THESE TERMS AND CONDITIONS.
YOU MAY NOT USE OUR WEBSITE OR SERVICES IF YOU: (A) DO NOT AGREE
TO THESE TERMS; (B) ARE NOT THE OLDER OF: (i) AT LEAST 18 YEARS OF AGE
OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT; OR (C) ARE PROHIBITED
FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S
FUNCTIONALITIES BY APPLICABLE LAW.
These terms of use are entered into by and between you (“you” or the “User”) and Carpool Inc.
company, (“Company,” “Carpool,” “we,” “our,” or “us”). The following terms and conditions,
together with any documents they expressly incorporate by reference (collectively, this
“Agreement” or these “Terms of Use”), govern Users’ access to and use of
https://www.carpool.dev/, including any content or functionality offered on or through the
website-hosted user interface (the “Interface,” or collectively, the “Website”).
The User must read the Terms of Use carefully before using the Website (including the
Interface). By using the Website or the Interface, the User accepts and agrees to be bound
and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference.
If the User does not want to agree to these Terms of Use, the Privacy Policy, or any documents
that are incorporated herein by reference, the User must not access the Website or use the
Interface.
The Website is offered and available to users who are eighteen (18) years of age or older. By
using this Website, the User represents and warrants that the User is at least the higher of legal
age to form a binding contract with the Company in the User’s applicable jurisdiction or eighteen
(18) years of age, and meets all of the foregoing eligibility requirements. Further, by using this
Website, the User represents and warrants that the User is not a citizen or resident of, nor is
located in, any country against which the United States has sanctioned or embargoed or where
the use of the Website is otherwise illegal or impermissible, whether by rule, statute, regulation,
bylaw, court adjudication or order, protocol, administrative statement, code, decree, or other
directive, requirement or guideline, whether applicable on the Company, the Website, the
Interface, or on the User (or multiple of the foregoing) by an authority with valid and enforceable
jurisdiction (“Applicable Laws”). If the User does not meet all of these requirements, the User
must not access or use the Website.
The Website provides methods and information to allow those who access the Website
(“Participants”) to access or make use of Carpool’s proprietary APIs (the “Protocol”) including
via the Interface (collectively, the “Services”). The Protocol is intended to allow Users access to
a suite of various blockchain technologies, some of which operate in a decentralized manner,
meaning that the Company may not have the ability to control, modify, prevent, stop, amend, or
adjust interactions or transactions after they are submitted, whether or not through the Interface,
and that the Interface is not the only method that individuals or parties may interact with,
contribute to, access, or otherwise affect said suite of blockchain technologies. Consequently,
you are expected to be familiar with the Protocol and the risks it represents (including,
without limitation, the possibility of your crypto-assets being forfeited or lost) before
accessing it (whether or not via the Interface). YOU ACKNOWLEDGE THAT THE PROGRAMMATIC CODE BEHIND
THE PROTOCOL AND THE INTERFACE HAVE NOT BEEN AUDITED. YOU
AGREE TO ASSUME ALL RISK RELATED TO ANY BUGS, ERRORS,
VULNERABILITIES, OR EXPLOITS THAT MAY EXIST IN THE SERVICES,
WHETHER FORESEEABLE OR UNFORESEEABLE. YOU ACKNOWLEDGE AND
AGREE THAT YOUR USE OR INTERACTION WITH THE PROTOCOL IS AT YOUR
OWN RISK AND THE COMPANY WAIVES ALL LIABILITY OR RESPONSIBILITY
AND MAKES NO WARRANTIES RELATED TO THE PROTOCOL, WHETHER OR
NOT THE PROTOCOL IS ACCESSED VIA THE SERVICES.
Your full use and enjoyment of the Services (whether or not by using the Interface) may require
you to pay transactional fees required by their underlying blockchain or distributed ledger
service or that are used to encourage intended use among the Protocol’s participants
(“Blockchain Fees”). These Blockchain Fees are not levied directly by the Company, but rather
are determined by your use of the Services and the rules of corresponding blockchain
communities at large. You understand and acknowledge that the Company has no control over
Blockchain Fees (including, without limitation, their applicability, payment, amounts,
transmission, intended operation, and effectiveness) whether related to your use of the Services
or otherwise and agree that in no event will the Company be responsible to you or any other
party for the payment, repayment, refund, disbursement, indemnity, or for any other aspect of
your use or transmission of Blockchain Fees. For further information regarding blockchain
technology, crypto-assets and the associated risks, see the Section below entitled Nature of
Blockchain; Assumption of Risk; Waiver of Claims.
The User may access or use the Website and the Services only for lawful purposes and in
accordance with these Terms of Use. The User agrees not to use or access the Website or the
Services:
Additionally, the User agrees not to:
We have the right to:
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement
authorities or court order requesting or directing us to disclose the identity or other information
of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD
HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE
PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE
COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A
CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW
ENFORCEMENT AUTHORITIES.
However, we cannot review interactions or activities before they are executed through the
Interface, and, given the nature of blockchain and functionalities like those offered via the
Services, cannot ensure prompt removal or rectification of objectionable interactions or activities
after they have been executed. Accordingly, the parties agree that we assume no liability for any
action or inaction regarding transmissions, communications, transactions, blockchain operations,
or content provided by any Participant or third party, including any that may cause a malfunction
or inaccuracy on the Website or among the Services. We have no liability or responsibility to
anyone for any other party’s performance or nonperformance of the activities described in this
Section, nor for any harms or damages created by others’ interactions with any blockchain
underlying the Services or reliance on the information or content presented on the Website.
We may revise and update these Terms of Use from time to time in our sole discretion. All
changes are effective immediately when we post them and apply to all access to and use of the
Website thereafter. However, any changes to the dispute resolution provisions set out in the
Section below entitled Governing Law & Jurisdiction will not apply to any disputes for which
the parties have actual notice before the date the change is posted on the Website.
The User’s continued use of the Website or the Services following the posting of revised Terms
of Use means that the User accepts and agrees to the changes. The User is expected to check
this page each time it accesses this Website or the Interface so it is aware of any changes, as
they are binding on the User.
We reserve the right to withdraw or amend this Website (including the Interface), and any other
Services or material we provide on the Website, in our sole discretion without notice. We will
not be liable if for any reason all or any part of the Website, the Interface, or any of the Services
are unavailable at any time or for any period. From time to time, we may restrict access to some
parts of the Website, or the entire Website, to Participants.
The User is responsible for both:
To access certain Services or some of the resources offered on the Website, the User may be
asked to provide certain registration details or other information. The User agrees that all
information it provides to interact with the Website, Interface, Services, or otherwise, including,
but not limited to, through the use of any interactive features on the Website (such as registration
information) is correct, current, and complete, and is governed by our Privacy Policy. The User
consents to all actions we take with respect to the User’s information as is consistent with our
Privacy Policy.
If the User utilizes certain Web3 capabilities, such as a crypto-asset wallet capable of interacting
with the User’s web browser, separate username, password, private key, or any other piece of
information as part of its security procedures (“Web3 Utilities”), the User must treat such
information as confidential, and the User must not disclose that information to any other person
or entity. The User also acknowledges that any identity linked to its Web3 Utility is personal to
the User and agrees not to provide any other person with access to such identity. The User also
agrees to ensure that it will lock or otherwise prevent its Web3 Utility from unauthorized use on
this Website or the Services at the end of each session. The User should use particular caution
when accessing the Website or the Services from a public or shared computer so that others are
not able to view or record the User’s username, password, private key, or other personal
information.
The User also acknowledges that any identity linked to API keys generated by the Company is
personal to the User and agrees not to provide any other person with access to such information.
The User also agrees to ensure that it will lock or otherwise prevent its API keys from
unauthorized use on this Website or the Services at the end of each session.
We have the right to disable the User’s access, including those associated with a Web3 utility
(such as that represented by a public address), to the Website or to block any IP address from
accessing the Website at any time in our sole discretion for any or no reason, including if, in our
opinion, the User or that identity has violated any provision of these Terms of Use.
Except any open-source software or other material incorporated the Website or the Services, the
Website and its entire contents, features, and functionality (including but not limited to all
information, software, text, displays, images, video, and audio, and the design, selection, and
arrangement thereof) are owned by the Company, its licensors, or other providers of such
material and are protected by United States and international copyright, trademark, patent, trade
secret, and other intellectual property or proprietary rights laws. The User must not reproduce,
distribute, modify, create derivative works of, publicly display, publicly perform, republish,
download, store, or transmit any of the material on our Website, except as follows:
The User must not:
If the User wishes to make any use of material on the Website other than that set out in this
Section, it should address its request to: contact@carpool.dev.
If the User prints, copies, modifies, downloads, or otherwise uses or provides any other person
with access to any part of the Website in breach of these Terms of Use, the User’s right to access
the Website will stop immediately and the User must, at our option, return or destroy any copies
of the materials the User has made. No right, title, or interest in or to the Website or any content
on the Website is transferred to the User, and all rights not expressly granted are reserved by the
Company.
Notwithstanding anything to the contrary in these Terms of Use, the User may freely use any
open-sourced materials up to the limits provided, but in accordance with any requirements
placed, by those materials’ open-source licenses.
Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms
of Use and may violate copyright, trademark, and other laws.
The Company name and all related names, logos, product and service names, designs, and
slogans are trademarks of the Company or its affiliates or licensors. You must not use such
marks without the prior written permission of the Company; provided, however, User is hereby
granted a limited, revocable, non-transferable permission and license to use the terms “Carpool”
and “Carpool Finance” and any related names (excluding the Company name), logos (excluding
the Company logo), product and service names, designs, and slogans in any way that they desire
so long as such usage is not done in a way that: (1) is deceitful, fraudulent, or manipulative; (2)
implies any relationship between User and the Company beyond that reasonably typical of the
administrator of a website and its users; or (3) to cause confusion in any way to gain crypto-
assets of, or personal information about, another party other than that intended by the Services,
the Protocol, the Interface or any related or interacting functionality (for example, you may not
use the foregoing marks to execute phishing attacks, spearphishing attacks, social engineering, or
in any way that may cause a party to transmit crypto-assets to an unintended recipient or to
reveal private information, like a private key or password). All other names, logos, product and
service names, designs, and slogans on the Website and Website are the trademarks of their
respective owners.
The information presented on or through the Website (including, without limitation, the
Interface) is made available solely for general information and education purposes. We do not
warrant the accuracy, completeness, or usefulness of this information. Any information posted to
the Website or through the Services should not be construed as an intention to form a contract,
and in no case should any information be construed as the Company’s offer to buy, sell, or
exchange crypto-assets. Any reliance the User places on such information is strictly at the
User’s own risk, and as is common in the blockchain space, the User is assuming a high amount
of risk related to others or technical harms when operating via the Website, the Interface, and the
Services. We disclaim all liability and responsibility arising from any reliance placed on
such materials by the User or any other Participant, by anyone who may be informed of
any of the Website’s or the Services’ contents, or by the actions or omissions of others
interacting with the Protocol or any underlying blockchain.
This Website or the Services may include content provided by third parties, including (without
limitation) materials provided by other Participants, bloggers, and third-party licensors,
syndicators, blockchain users, decentralized applications, aggregators, and/or reporting services.
All statements, alleged facts, and/or opinions expressed in these materials, and all articles and
responses to questions and other content, other than the content provided by the Company, are
solely the opinions and the responsibility of the person or entity providing those materials. These
materials do not necessarily reflect the opinion of the Company or even the factual status of
reality. We are not responsible, or liable to the User or any third party, for the content or
accuracy of any materials provided by any third parties, and User agrees that it bears sole and
absolute responsibility to evaluate and select any third-party functionality with which it interacts
via the Services.
We may update the content on, design of, or functionalities available through this Website or
through the Services from time to time, but the Website and the Services are not necessarily
complete or up-to-date. Any of the material on the Website or provided through the Services may
be out of date at any given time, and we are under no obligation to update such material.
All information we collect on this Website is subject to our Privacy Policy. By using the
Website, the User consents to all actions taken by us with respect to the User’s information in
compliance with the Privacy Policy.
The Company is a developer of software and does not unilaterally offer, operate, or administer
any blockchain network. The Services merely attempt to assist Participants in more easily
participating in blockchain networks generally. Nonetheless, the Company has no oversight on or
control over any particular crypto-asset or blockchain network.
The User is responsible for its use of the Services, the functionalities they enable, transactions
engaged through the Website or the Interface, and the use of the information derived thereof. The
User is solely responsible for complying with all Applicable Laws related to its transactions and
activities that directly or indirectly incorporate our provision of the Services, including, but not
limited to, the Commodity Exchange Act and its regulations as overseen by the U.S. Commodity
Futures Trading Commission (“CFTC”), and the federal securities laws and its regulations
overseen by the U.S. Securities and Exchange Commission (“SEC”). The User acknowledges its
understanding that the Company is not registered nor licensed with, nor have our Website,
Interface, or Services (or the software contained therein) been reviewed by the CFTC, SEC, or
any other financial or banking regulator.
The User understands that we cannot and do not guarantee or warrant that files available for
download from the Website or through the Services will be free of viruses or other destructive
code. The User is responsible for implementing sufficient procedures and checkpoints to satisfy
the User’s particular requirements for: (1) an appropriate Web3 Utility; (2) anti-virus protection
and accuracy of data input and output; (3) its participation in and use of the protocol and any of
the Services’ underlying blockchain and related technologies; and (4) maintaining a means
external to our site to reconstruct any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY
LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK,
MAN-IN-THE-MIDDLE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY
HARMFUL MATERIAL THAT MAY INFECT THE USER’S COMPUTER EQUIPMENT,
COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THE
USER’S USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH
THE WEBSITE OR TO THE USER'S DOWNLOADING OF ANY MATERIAL POSTED ON
IT, OR ON ANY WEBSITE LINKED TO IT.
THE USER’S USE OF THE WEBSITE AND THE INTERFACE, THEIR CONTENT, AND
ANY OF THE SERVICES IS AT THE USER’S SOLE RISK. THE WEBSITE, THE
INTERFACE, AND THE SERVICES ARE PROVIDED ON AN “AS IS" AND “AS
AVAILABLE” BASIS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, WE, NOR
ANY PERSON ASSOCIATED WITH THE COMPANY, MAKE, AND WE EXPLICITLY
DISCLAIM, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND
RELATED TO THE WEBSITE, THE INTERFACE, AND THE SERVICES, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED
WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH
RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY,
ACCURACY, OR AVAILABILITY OF THE WEBSITE, THE INTERFACE, OR THE
SERVICES. THE COMPANY AND ANY PERSON ASSOCIATED WITH THE COMPANY
DO NOT REPRESENT OR WARRANT THAT: (1) ACCESS TO THE WEBSITE, THE
INTERFACE, OR THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY,
WITHOUT DELAY, ERROR-FREE, SECURE, OR FREE FROM DEFECTS; (2) THAT THE
INFORMATION CONTAINED OR PRESENTED ON THE WEBSITE OR VIA THE
SERVICES IS ACCURATE, RELIABLE, COMPLETE, CONCISE, CURRENT, OR
RELEVANT; (3) THAT THE WEBSITE, THE INTERFACE, THE SERVICES, OR ANY
SOFTWARE CONTAINED THEREIN WILL BE FREE FROM DEFECTS, MALICIOUS
SOFTWARE, ERRORS, OR ANY OTHER HARMFUL ELEMENTS, OR THAT ANY OF
SUCH WILL BE CORRECTED; OR (4) THAT THE WEBSITE, THE INTERFACE, OR THE
SERVICES WILL MEET THE USER’S EXPECTATIONS. NO INFORMATION OR
STATEMENT THAT WE MAKE, INCLUDING DOCUMENTATION OR OUR PRIVATE
COMMUNICATIONS, SHOULD BE TREATED AS OFFERING ANY WARRANTY
CONCERNING THE WEBSITE, THE INTERFACE, OR THE SERVICES. WE DO NOT
ENDORSE, GUARANTEE, OR ASSUME ANY LIABILITY OR RESPONSIBILITY FOR
ANY CONTENT, ADVERTISEMENTS, OFFERS, STATEMENTS, OR ACTIONS BY ANY
THIRD PARTY EITHER REGARDING THE WEBSITE OR THE SERVICES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY,
ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES,
AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND,
UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE
USER'S USE, OR INABILITY TO USE, THE WEBSITE, THE INTERFACE, THE
SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR
SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT
LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS,
LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED
SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER
CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR
OTHERWISE, EVEN IF FORESEEABLE. THIS DISCLAIMER OF LIABILITY EXTENDS
TO ANY AND ALL DAMAGES CAUSED BY ANY THIRD PARTY (INCLUDING,
WITHOUT LIMITATION, THOSE CAUSED BY FRAUD, DECEIT, OR MANIPULATION),
WHETHER OR NOT A PARTICIPANT, OR ANY FAILURE, EXPLOIT, OR
VULNERABILITY OF THE WEBSITE, SERVICES, THE APIS, THE USER’S WEB3
UTILITIES, OR THE UNDERLYING BLOCKCHAINS OR RELATED BLOCKCHAIN
FUNCTIONALITIES. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT
WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND
AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS,
OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER
OF $100 OR THE AMOUNT YOU HAVE PAID DIRECTLY TO THE COMPANY FOR THE
APPLICABLE CONTENT OR SERVICES IN THE LAST SIX MONTHS OUT OF WHICH
LIABILITY AROSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Blockchains, crypto-assets, the Protocol, and their related technologies and functionalities are
still emerging innovations that carry a relatively high amount of foreseeable and unforeseeable
risk from security, financial, technical, political, social, and personal safety standpoints. The
mere access to and interaction with blockchains requires high degrees of skill and knowledge to
operate with a relative degree of safety and proficiency. Crypto-assets are highly volatile in
nature due to many diverse factors, including without limitation use and adoption, speculation,
manipulation, technology, security, and legal and regulatory developments and application.
Further, the speed and cost of transacting with cryptographic technologies, such as blockchains
like those underlying the Protocol, is variable and highly volatile. Moreover, the transparent
nature of many blockchains means that any interactions the User has with any blockchain may be
publicly visible and readable in human form.
By accessing and using the Website or the Services, the User acknowledges the foregoing, and
agrees and represents that it understands such and other risks involved with blockchains, DeFi,
the Protocol, and related technologies (including without limitation any specific technical
language used in this Agreement). The User further represents that it has all knowledge sufficient
to work, and is informed of all foreseeable risks, and the possibility of unforeseeable risks,
associated with blockchains, crypto-assets, Web3 Utilities, smart contracts, the Interface, APIs,
and the Services. The User further acknowledges, and assumes all risk related to the possibility,
that any information presented via the Website, Interface, or Services may be inaccurate,
possibly due to another party’s malicious activities and possibly to the User’s severe harm or
detriment. The User agrees that we are not responsible for any of these or related risks, do not
own or control any blockchain itself, cannot guarantee the safe or accurate functioning of the
Services, and shall not be held liable for any resulting harms, damages, or losses incurred by or
against the User experiences while accessing or using the Website or the Services. Accordingly,
the User acknowledges the foregoing, represents its understanding of the foregoing, and
agrees to assume full responsibility for all of the risks of accessing and using the Website
and interacting with the Services, whether mentioned in this Section or otherwise. The User
further expressly waives and releases us from any and all liability, claims, causes of action,
or damages arising from or in any way relating to the User’s use of the Website and the
User’s interaction with the Services.
If the User is a California resident, the User expressly and explicitly waives the benefits and
protections of California Civil Code § 1542, which states: “[a] general release does not extend
to claims that the creditor or releasing party does not know or suspect to exist in his or her favor
at the time of executing the release and that, if known by him or her, would have materially
affected his or her settlement with the debtor or released party.”
All information or content provided or displayed by the Website (including, without limitation,
on the Interface) is for informational purposes only and should not be construed as professional
advice (including, without limitation, tax, legal, or financial advice). The User should not take, or
refrain from taking, any action based on any information or content displayed or provided on the
Website, on the Interface, or through the Services. The User should seek independent
professional advice from an individual licensed and qualified in the area appropriate for such
before the User makes any financial, legal, or other decisions where such is considered prudent.
The User acknowledges and agrees that, to the fullest extent permissible by law, it has not relied
on the Company, the content on the Website, the Interface, or the Services for any professional
advice related to its financial or legal behaviors.
These Terms of Use, and the provision of the Website and the Services, are not intended to
create any fiduciary duties between us and the User or any third party. The Company never takes
possession, custody, control, ownership, or management of any crypto-assets or other property
you may transmit using the Interface. To the fullest extent permissible by law, the User agrees
that neither the User’s use of the Website or of the Services causes us or any Participant to owe
fiduciary duties or liabilities to the User or any third party. Further, the User acknowledges and
agrees to the fullest extent such duties or liabilities are afforded by law or by equity, those duties
and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that we and any
other Participant shall be held completely harmless in relation thereof. The User further agrees
that the only duties and obligations that we or any Participant owes the User, and the only rights
the User has related to this Agreement or the User’s use of the Website or the Services, are those
set out expressly in this Agreement or that cannot be waived by law.
Your crypto accounts are not checking or savings accounts, and we do not provide any kind of
insurance to you against any type of loss, including (without limitation) losses due to decrease in
value of assets, assets lost due to a cybersecurity failure, or from your or other individuals’ errors
or malfeasance. In most jurisdictions crypto-assets are not legal tender, and most crypto-assets
are not backed by any government. Your crypto-asset balances are not covered by Federal
Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”)
protections.
If the Website may contain links to other sites and resources provided by third parties, these links
are provided for convenience only. This includes links contained in advertisements, including
banner advertisements and sponsored links. We have no control over the contents of those sites
or resources, and the User acknowledges and agrees that we do not and will not accept any
responsibility for them or for any loss or damage that may arise from the User’s use of them. If
the User decides to access any of the third-party websites linked to this Website, the User does so
entirely at its own risk and subject to the terms and conditions of use for such websites.
The User agrees to defend, indemnify, and hold harmless the Company, its affiliates, licensors,
and service providers, and its and their respective officers, directors, employees, contractors,
agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities,
damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’
fees) arising out of or relating to: (1) the User’s violation of these Terms of Use; (2) the User’s
use of the Website or the Services, Including, but not limited to, the User’s interactions with the
Interface or other features which incorporate the Services, use of or reliance on the Website’s
content, services, and products other than as expressly authorized in these Terms of Use; (3) the
User’s use or reliance on of any information obtained from the Website; or (4) any other party’s
access and use of the Website or Services with the User’s assistance or by using any device or
account that the User owns or control.
All matters relating to the Website and these Terms of Use, and any dispute or claim arising
therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be
governed by and construed in accordance with the laws of the United States of America and the
internal laws of the State of Delaware without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction).
Any dispute, controversy or claim arising out of, relating to, or in connection with the User’s use
of the Website or the Services, or in connection with this Agreement, including disputes arising
from or concerning their interpretation, violation, invalidity, non-performance, or termination,
shall be finally resolved by binding arbitration by the American Arbitration Association under its
Rules of Arbitration. The tribunal shall have the power to rule on any challenge to its own
jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The
parties agree to arbitrate solely on an individual basis, and that these Terms of Use do not
permit class arbitration or any claims brought as a plaintiff or class member in any class or
representative arbitration proceeding. The arbitral tribunal may not consolidate more than one
person’s claims and may not otherwise preside over any form of a representative or class
proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable,
then the remaining portions of the arbitration agreement will remain in force.
ANY CAUSE OF ACTION OR CLAIM THE USER MAY HAVE ARISING OUT OF OR
RELATING TO THESE TERMS OF USE OR ITS USE OF THE WEBSITE MUST BE
COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES;
OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No waiver by the Company of any term or condition set out in these Terms of Use shall be
deemed a further or continuing waiver of such term or condition or a waiver of any other term or
condition, and any failure of the Company to assert a right or provision under these Terms of Use
shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent
jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be
eliminated or limited to the minimum extent such that the remaining provisions of the Terms of
Use will continue in full force and effect.
The Terms of Use, the Privacy Policy, and any other document incorporated by reference herein
constitute the sole and entire agreement between the User and the Company regarding the
Website and supersede all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, regarding the Website.
All other feedback, comments, requests for technical support, and other communications relating
to the Website should be directed to: contact@carpool.dev.