From 2cf9c9b7df0c3575753735d3d503792a56a8b35c Mon Sep 17 00:00:00 2001 From: Chris Kalani Date: Fri, 9 Aug 2019 16:52:09 -0700 Subject: [PATCH] Added Terms of Service page and footer links --- packages/website/ts/components/footer.tsx | 4 +- packages/website/ts/components/textList.tsx | 6 +- packages/website/ts/index.tsx | 2 +- packages/website/ts/pages/privacy.tsx | 1 - packages/website/ts/pages/terms.tsx | 494 ++++++++++++++++++++ 5 files changed, 502 insertions(+), 5 deletions(-) create mode 100644 packages/website/ts/pages/terms.tsx diff --git a/packages/website/ts/components/footer.tsx b/packages/website/ts/components/footer.tsx index a1c8dd4f6f..d3ad559537 100644 --- a/packages/website/ts/components/footer.tsx +++ b/packages/website/ts/components/footer.tsx @@ -52,8 +52,8 @@ const linkRows: LinkRows[] = [ { url: WebsitePaths.AboutMission, text: 'Mission' }, { url: WebsitePaths.AboutTeam, text: 'Team' }, { url: WebsitePaths.AboutJobs, text: 'Jobs' }, - { url: WebsitePaths.AboutPress, text: 'Press' }, - { url: WebsitePaths.Ecosystem, text: 'Grant Program' }, + { url: WebsitePaths.PrivacyPolicy, text: 'Privacy Policy' }, + { url: WebsitePaths.TermsOfService, text: 'Terms of Service' }, ], }, { diff --git a/packages/website/ts/components/textList.tsx b/packages/website/ts/components/textList.tsx index 0a2d67ec17..4c4300698c 100644 --- a/packages/website/ts/components/textList.tsx +++ b/packages/website/ts/components/textList.tsx @@ -8,10 +8,14 @@ interface ListItemProps { interface OrderedListProps { marginBottom?: string; } +interface UnorderedListProps { + marginBottom?: string; +} -export const UnorderedList = styled.ul` +export const UnorderedList = styled.ul` list-style-type: disc; padding-left: 20px; + margin-bottom: ${props => props.marginBottom}; `; export const OrderedList = styled.ol` diff --git a/packages/website/ts/index.tsx b/packages/website/ts/index.tsx index 3038e620ef..096ac91983 100644 --- a/packages/website/ts/index.tsx +++ b/packages/website/ts/index.tsx @@ -31,9 +31,9 @@ import { Next0xInstant } from 'ts/pages/instant'; import { NextLanding } from 'ts/pages/landing'; import { NextLaunchKit } from 'ts/pages/launch_kit'; import { NextMarketMaker } from 'ts/pages/market_maker'; -import { NextWhy } from 'ts/pages/why'; import { PrivacyPolicy } from 'ts/pages/privacy'; import { TermsOfService } from 'ts/pages/terms'; +import { NextWhy } from 'ts/pages/why'; // Check if we've introduced an update that requires us to clear the tradeHistory local storage entries tradeHistoryStorage.clearIfRequired(); diff --git a/packages/website/ts/pages/privacy.tsx b/packages/website/ts/pages/privacy.tsx index 3f39049ad3..e0ae1f0cf6 100644 --- a/packages/website/ts/pages/privacy.tsx +++ b/packages/website/ts/pages/privacy.tsx @@ -1,6 +1,5 @@ import * as _ from 'lodash'; import * as React from 'react'; -import styled from 'styled-components'; import { DocumentTitle } from 'ts/components/document_title'; import { Column, Section } from 'ts/components/newLayout'; diff --git a/packages/website/ts/pages/terms.tsx b/packages/website/ts/pages/terms.tsx new file mode 100644 index 0000000000..31e71e3466 --- /dev/null +++ b/packages/website/ts/pages/terms.tsx @@ -0,0 +1,494 @@ +import * as _ from 'lodash'; +import * as React from 'react'; + +import { DocumentTitle } from 'ts/components/document_title'; +import { Column, Section } from 'ts/components/newLayout'; +import { SiteWrap } from 'ts/components/siteWrap'; +import { Heading, Paragraph } from 'ts/components/text'; +import { documentConstants } from 'ts/utils/document_meta_constants'; + +export const TermsOfService = () => ( + + +
+ + + Terms of Service + + + These terms of service are effective as of August 8, 2019 + + + Thank you for your interest in 0x. These terms of service, together with any documents and + additional terms they incorporate by reference (collectively, these “Terms”), are entered into + between ZeroEx Inc. and any of its subsidiaries or affiliates, including ZeroEx International SEZC + (collectively, “ZeroEx,” “we,” “us,” and “our”) and you or the company or other legal entity that + you represent (“you” or “your”). + + + Please read these Terms carefully as they govern your use of our website located at our Site{' '} + https://0x.org (the “Site”), and use of the products, features, + content, applications, or services we provide (collectively with the Site, the “Services”). These + terms describe your rights and obligations and our disclaimers and limitations of legal liability. + By accessing or using our Site or our Services, you accept and agree to be bound by and to comply + with these Terms, including the mandatory arbitration provision in Section 12. If you do not agree + to these Terms, you must not access or use our Site or the Services. Please carefully review the + disclosures and disclaimers set forth in Section 8 in their entirety before using any software + developed by ZeroEx. + + + You must be able to form a legally binding contract online either on behalf of a company or as an + individual. Accordingly, you represent that, if you are agreeing to these Terms on behalf of a + company or other legal entity, you have the legal authority to bind the company or other legal + entity to these Terms and you are at least 18 years old (or the age of majority where you reside, + whichever is older), can form a legally binding contract online, and have the full, right, power and + authority to enter into and to comply with the obligations under these Terms. + + + Additionally, you represent and warrant that you are not a citizen or resident of a state, country, + territory or other jurisdiction that is embargoed by the Cayman Islands or the United States or + where your use of the Site or the Services would be illegal or otherwise violate any domestic or + foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, + requirement or guideline, published or in force which applies to or is otherwise intended to govern + or regulate any person, property, transaction, activity, event or other matter, including any rule, + order, judgment, directive or other requirement or guideline issued by any domestic or foreign + federal, provincial or state, municipal, local or other governmental, regulatory, judicial or + administrative authority having jurisdiction over ZeroEx, you, the Site or the Services, or as + otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”). + + + + 1. MODIFICATIONS TO THESE TERMS + + + We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make + changes, we will provide you with notice of such changes by sending an email, providing a notice + through the Site or our Services or updating the date at the top of these Terms. Unless we say + otherwise in our notice, any modifications are effective immediately, and your continued use of the + Site or our Services will confirm your acceptance of the changes. If you do not agree to the amended + Terms, you must stop using our Services. + + + 2. SERVICES + + + The 0x smart contracts are publicly available open source software programs deployed on the Ethereum + blockchain that facilitate the peer-to-peer exchange of Ethereum-based tokens. + + + ZeroEx helps develops open source software through which users and developers can interact with the + 0x smart contracts. The primary purpose of the Site is to enable users to access this open source + software as well as to provide resources and information designed to allow users to utilize the open + source software, including, without limitation, developer documentation, product examples, and other + related services (all which are covered under the definition of “Services”). + + + The “0x network” is comprised of all users, companies, applications, and any other device, service + or person interacting in any way, directly or indirectly, with the the 0x smart contracts on the + Ethereum blockchain, including ZeroEx’s Services. The term 0x network should be interpreted as + broadly as possible to include anything that may be reasonably considered to be part of the network + as that term is construed in normal use. + + + Some Services offered by us or other participants in the 0x network require payment or otherwise + involve the use of an underlying blockchain or other decentralized or permissioned infrastructure + (the “Distributed Ledger Technology”), which may require that you pay a fee, such as “gas” charges + on the Ethereum network, for the computational resources required to perform a transaction on the + particular Distributed Ledger Technology (such payments and fees, “Charges”). + + + You acknowledge and agree that ZeroEx has no control over any Distributed Ledger Technology + transactions, the method of payment of any Charges, if applicable, or any actual payments of + Charges, if applicable. Accordingly, you must ensure that you have a sufficient balance of the + applicable Distributed Ledger Technology network tokens stored at your Distributed Ledger + Technology-compatible wallet address (“Distributed Ledger Technology Address”) to complete any + transaction on the 0x network or the Distributed Ledger Technology before initiating such + transaction. + + + As a condition to accessing or using the Services or the Site, you: (i) will only use the Services + and the Site for lawful purposes and in accordance with these Terms; (ii) will ensure that all + information that you provide on the Site is current, complete, and accurate; (iii) will maintain the + security and confidentiality of access to your Distributed Ledger Technology Address; and (iv) agree + (A) that no Protected Party (defined below) will be responsible for any loss or damage incurred as + the result of any interactions you have with other users of the Site, Services or the 0x network, + including any loss of the tokens issued by ZeroEx (“ZRX Tokens”), any other tokens or other unit of + value; and (B) if there is a dispute between you and any other site or other user, no Protected + Party will be under any obligation to become involved. + + + As a condition to accessing or using the Site or the Services, you will not: (i) Violate any + Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and + anti-terrorist financing laws and any relevant and applicable privacy and data collection laws, in + each case as may be amended; (ii) Export, reexport, or transfer, directly or indirectly, any ZeroEx + technology in violation of applicable export laws or regulations; (iii) Infringe on or + misappropriate any contract, intellectual property or other third-party right, or commit a tort + while using the Site or the Services; (iv) Misrepresent the truthfulness, sourcing or reliability of + any content on the Site or through the Services; (v) Use the Site or Services in any manner that + could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the + Site, Services or the 0x network, or that could damage, disable, overburden, or impair the + functioning of the Site, Services or the 0x network in any manner; (vi) Attempt to circumvent any + content filtering techniques or security measures that ZeroEx employs on the Site or the Services, + or attempt to access any service or area of the Site or the Services that you are not authorized to + access; (vii) Use any robot, spider, crawler, scraper, or other automated means or interface not + provided by us, to access the Site or Services or to extract data; (viii) Introduce any malware, + virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other + harmful material into the Site or the Services; (ix) Post content or communications on the Site or + through the Services that are, in our sole discretion, libelous, defamatory, profane, obscene, + pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, + threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or + otherwise objectionable; (x) Post content on the Site or through the Services containing unsolicited + promotions, political campaigning, or commercial messages or any chain messages or user content + designed to deceive or trick the user of the Service; or (xi) Encourage or induce any third party to + engage in any of the activities prohibited under these Terms. + + + 3. PRIVACY POLICY + + + Please refer to our privacy policy available at{' '} + https://0x.org/privacy for information about how we collect, + use, share and otherwise process information about you. + + + 4. PROPRIETARY RIGHTS + + + Excluding any open source software or third-party software that the Site or the Services + incorporates, as between you and ZeroEx, ZeroEx owns the Site and the Services, including all + technology, content and other materials used, displayed or provided on the Site (including all + intellectual property rights), and hereby grants you a limited, revocable, non-transferable, license + to access and use those portions of the Site and the Services that are proprietary to ZeroEx in + accordance with their intended uses and using their designated public interfaces. + + + Certain of the Services are governed by the most recent version of the open source licenses, + including the Apache 2.0 license, a copy of which (as it applies to the Site and the Services) can + be found at:{' '} + http://www.apache.org/licenses/LICENSE-2.0{' '} + (as of the date these Terms were last updated) and any other applicable licensing terms for the Site + and the Services in these Terms (collectively, the “ZeroEx License”). You acknowledge that the Site, + the Services or the 0x Network may use, incorporate or link to certain open-source components and + that your use of the Site, Services and/or the 0x Network is subject to, and you will comply with + any, applicable open-source licenses that govern any such open-source components (collectively, + “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not resell, + lease, lend, share, distribute or otherwise permit any third party to use the Site or the Services + or otherwise use the Site or the Services in a manner that violates the ZeroEx License or any other + Open-Source Licenses. + + + Any of ZeroEx’s product or service names, logos, and other marks used in the Site or as a part of + the Services, including ZeroEx's name and logo are trademarks owned by ZeroEx, its affiliates or its + applicable licensors. You may generally use ZeroEx’s name and logo to refer to ZeroEx’s products or + services, provided that it does not in any way suggest or imply sponsorship or approval by ZeroEx. + You may also indicate the relationship of your products and services to ZeroEx’s products or + services by using an accurate descriptive term in connection with your product or service. You may + not use ZeroEx’s name and logo in a manner that may cause confusion with others or result in + genericization. ZeroEx reserves its right to prohibit the use of the ZeroEx marks by anyone we + believe misuses our trademarks. Except as provided in the foregoing, you may not copy, imitate or + use them without ZeroEx’s (or the applicable licensor’s) prior written consent. + + + ZeroEx will be free to use, disclose, reproduce, license, and otherwise distribute and exploit any + suggestions, comments, or other feedback provided by you to ZeroEx with respect to the Site or + Services (“Feedback”) provided to it as it sees fit, entirely without obligation or restriction of + any kind, on account of intellectual property rights or otherwise. + + + ZeroEx may host or provide links to Sites and other content of third parties (“Third Party + Content”). ZeroEx makes no claim or representation regarding, and accepts no responsibility for, + Third Party Content or for the quality, accuracy, nature, ownership or reliability thereof. Your use + these links and the Third Party Content at your own risk. When you leave the Site, you should be + aware that our terms and policies no longer govern. You should review the applicable terms and + policies, including privacy and data gathering practices, of any Site to which you navigate from the + Site. + + + 5. CHANGES; SUSPENSION; TERMINATION + + + The 0x Network is intended to be decentralized and self-operating, with or without any Services + provided by ZeroEx. Accordingly, we may, at our sole discretion, from time to time and with or + without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services + offered by ZeroEx, in whole or in part, for any reason whatsoever, including, but not limited to, as + a result of a security incident. + + + We will not be liable for any losses suffered by you resulting from any modification to any Services + or from any suspension or termination, for any reason, of your access to all or any portion of the + Site or the Services. + + + All of these terms will survive any termination of your access to the Site or the Services, + regardless of the reasons for its expiration or termination, in addition to any other provision + which by law or by its nature should survive. + + + + 6. ELECTRONIC NOTICES + + + You consent to receive all communications, agreements, documents, receipts, notices, and disclosures + electronically (collectively, our “Communications”) that we provide in connection with these Terms + or any Services. You agree that we may provide our Communications to you by posting them on the Site + or through the Services or by emailing them to you at the email address you provide in connection + with using the Services. You should maintain copies of our Communications by printing a paper copy + or saving an electronic copy. You may also contact our support team to request additional electronic + copies of our Communications by filing a support request at{' '} + legal@0x.org + + + + 7. INDEMNIFICATION + + + You will defend, indemnify, and hold harmless ZeroEx, our affiliates, and our affiliates’ respective + shareholders, members, directors, officers, employees, attorneys, agents, representatives, + suppliers, licensors and contractors (collectively, “Protected Parties”) from any claim, demand, + lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including + without limitation reasonable attorneys’ fees, arising out of or relating to your use of, or conduct + in connection with, the Site, Services, the 0x Network or ZRX Tokens, Distributed Ledger Technology + assets associated with your Distributed Ledger Technology Address, any other digital assets, any + Feedback or Your Content; your violation of these Terms; your violation of applicable laws or + regulations; or your infringement or misappropriation of the rights of any other person or entity. + If you are obligated to indemnify any Protected Party, ZeroEx (or, at its discretion, the applicable + Protected Party) will have the right, in its sole discretion, to control any action or proceeding + and to determine whether ZeroEx wishes to settle, and if so, on what terms. + + + 8. DISCLOSURES; DISCLAIMERS + + + ZeroEx is primarily a developer of open-source software. ZeroEx does not operate a virtual currency + or derivatives exchange platform or offer trade execution or clearing services and therefore has no + oversight, involvement, or control with respect to your transactions, including ZRX Tokens purchases + and sales. + + + You are responsible for complying with all laws and regulations applicable to your transactions, + including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder + by the U.S. Commodity Futures Trading Commission (“CFTC”), the Bank Secrecy Act and the regulations + promulgated thereunder by the Financial Crimes Enforcement Network (“FinCEN”), and the federal + securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange + Commission (“SEC”). + + + You understand that ZeroEx is not registered or licensed by the CFTC, SEC, FinCEN, or any financial + regulatory authority. No financial regulatory authority has reviewed or approved the use of the + ZeroEx open-source software or Services. This Site and the Services do not constitute advice or a + recommendation concerning any commodity, security or other asset. ZeroEx is not acting as an + investment adviser or commodity trading adviser to any person. + + + ZeroEx operate or control the underlying software protocols that are used in connection with the ZRX + Tokens or the 0x smart contracts beyond currently maintaining the ability to shut down the 0x smart + contracts. In general, the underlying protocols are open-source and anyone can use, copy, modify, + and distribute them. ZeroEx is not responsible for operation of the underlying protocols such as + Ethereum, and ZeroEx makes no guarantee of their functionality, security, or availability. + + + To the maximum extent permitted under Applicable Law, the Site and the Services (and any of their + content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS + AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions + or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising + from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, + the implied or legal warranties and conditions of merchantability, merchantable quality, quality or + fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet + enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not + represent or warrant that the Site or the Services (including any related data) will be + uninterrupted, available at any particular time or error-free. Further, we do not warrant that + errors in the Site or the Service are correctable or will be corrected. + + + You acknowledge that your data on the Site or through the Services may become irretrievably lost or + corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum + extent permitted under Applicable Law, we will not be liable for any loss or damage caused by + denial-of-service attacks, software failures, viruses or other technologically harmful materials + (including those which may infect your computer equipment), protocol changes by third party + providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled + maintenance, or other causes either within or outside our control. + + + The disclaimer of implied warranties contained in these Terms may not apply if and to the extent + such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which + you reside. + + + 9. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES + + + In no event will the Company, together with any Protected Party, be liable for any incidental, + indirect, special, punitive, exemplary, consequential or similar damages or liabilities whatsoever + (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or + other business or financial benefit) arising out of or in connection with the Site, the Services and + the 0x Network (and any of their content and functionality), any execution or settlement of a + transaction, any performance or non-performance of the Services, your Distributed Ledger Technology + assets, other digital assets, ZRX Tokens or any other product, service or other item provided by or + on behalf of a Protected Party, whether under contract, tort (including negligence), civil + liability, statute, strict liability, breach of warranties, or under any other theory of liability, + and whether or not any Protected Party has been advised of, knew of or should have known of the + possibility of such damages and notwithstanding any failure of the essential purpose of these Terms + or any limited remedy nor is ZeroEx in any way responsible for the execution or settlement of + transactions between users of ZeroEx open-source software or the 0x Network. + + + 10. LIMITATION OF LIABILITY + + + In no event will the Protected Parties' aggregate liability arising out of or in connection with the + Site, the Services and the 0x Network (and any of their content and functionality), any performance + or non-performance of the Services, your Distributed Ledger Technology assets, other digital assets, + ZRX Tokens or any other product, service or other item provided by or on behalf of a Protected + Party, whether under contract, tort (including negligence), civil liability, statute, strict + liability or other theory of liability exceed the amount of fees paid by you to us under these Terms + in the twelve (12) month period immediately preceding the event giving rise to the claim for + liability. + + + 11. RELEASE + + + To the extent permitted by applicable law, in consideration for being allowed to use the Site, the + Services and/or the 0x Network, you hereby release and forever discharge the Company and all + Protected Parties from, and hereby waive and relinquish, each and every past, present and future + dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of + every kind and nature (including personal injuries, death, and property damage), that has arisen or + arises directly or indirectly out of, or that relates directly or indirectly to, the Site, the + Services and/or the 0x Network (including any interactions with, or act or omission of, other Site + or 0x Network users or any third-party services). YOU HEREBY WAIVE ANY APPLICABLE PROVISION IN LAW + OR REGULATION IN CONNECTION WITH THE FOREGOING, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES + NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE + TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER + SETTLEMENT WITH THE DEBTOR.” + + + 12. DISPUTE RESOLUTION AND ARBITRATION + + + Please read the following section carefully because it requires you to arbitrate certain disputes + and claims with ZeroEx and limits the manner in which you can seek relief from us, unless you opt + out of arbitration by following the instructions set forth below. In addition, arbitration precludes + you from suing in court or having a jury trial. + + + You and ZeroEx agree that any dispute arising out of or related to these Terms or our Services is + personal to you and ZeroEx and that any dispute will be resolved solely through individual action, + and will not be brought as a class arbitration, class action or any other type of representative + proceeding. + + + Except for small claims disputes in which you or ZeroEx seeks to bring an individual action in small + claims court located in the county or other applicable jurisdiction where you reside or disputes in + which you or ZeroEx seeks injunctive or other equitable relief for the alleged unlawful use of + intellectual property, you and ZeroEx waive your rights to a jury trial and to have any dispute + arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute + or claim that you have against ZeroEx or relating in any way to the Services, you agree to first + contact ZeroEx and attempt to resolve the claim informally by sending a written notice of your claim + (“Notice”) to ZeroEx by email at legal@0x.org. The Notice must + include your name, residence address, email address, and telephone number, describe the nature and + basis of the claim and set forth the specific relief sought. Our notice to you will be similar in + form to that described above. If you and ZeroEx cannot reach an agreement to resolve the claim + within thirty (30) days after such Notice is received, then either party may submit the dispute to + binding arbitration administered by the JAMS, or, under the limited circumstances set forth above, + in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration + before one arbitrator. Arbitration proceedings will be held in California, in accordance with the + JAMS Comprehensive Arbitration Rules & Procedures (“JAMS Rules”). The most recent version of the + JAMS Rules are available on the JAMS Site and are hereby incorporated by reference. You either + acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to + read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any + reason. + + + You and ZeroEx agree that the enforceability of this Section 12 will be substantively and + procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the + maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, + the arbitrator will have exclusive authority to make all procedural and substantive decisions + regarding any dispute and to grant any remedy that would otherwise be available in court, including + the power to determine the question of arbitrability. The arbitrator may conduct only an individual + arbitration and may not consolidate more than one individual’s claims, preside over any type of + class or representative proceeding or preside over any proceeding involving more than one + individual. + + + The arbitrator, ZeroEx, and you will maintain the confidentiality of any arbitration proceedings, + judgments and awards, including, but not limited to, all information gathered, prepared and + presented for purposes of the arbitration or related to the disputes. The arbitrator will have the + authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the + contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to + prepare for or conduct the arbitration hearing on the merits, in connection with a court application + for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its + enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. + + + You and ZeroEx agree that for any arbitration you initiate, you will pay the filing fee and ZeroEx + will pay the remaining AAA fees and costs. For any arbitration initiated by ZeroEx, ZeroEx will pay + all AAA fees and costs. You and ZeroEx agree that the courts of Grand Cayman sitting in the Cayman + Islands have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. + + + Any claim arising out of or related to these Terms or our Services must be filed within one year + after such claim arose; otherwise, the claim is permanently barred, which means that you and ZeroEx + will not have the right to assert the claim. + + + You have the right to opt out of binding arbitration within 30 days of the date you first accepted + the terms of this Section 12 by emailing us at legal@0x.org. In + order to be effective, the opt-out notice must include your full name and address and clearly + indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you + are agreeing to resolve disputes in accordance with Section 12. + + + If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, the + unenforceable or unlawful provision will be severed from these Terms, severance of the unenforceable + or unlawful provision will have no impact whatsoever on the remainder of this Section 12 or the + parties’ ability to compel arbitration of any remaining claims on an individual basis under this + Section 12, and to the extent that any claims must therefore proceed on a class, collective, + consolidated, or representative basis, such claims must be litigated in a civil court of competent + jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be + stayed pending the outcome of any individual claims in arbitration. Further, if any part of this + Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision + will have no effect to the extent such relief is allowed to be sought out of arbitration, and the + remainder of this Section 12 will be enforceable. + + + 13. GOVERNING LAW + + + The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Site + or the Services, will be governed by and construed and enforced in accordance with the laws of the + California, as applicable, without regard to conflict of law rules or principles (whether of the + Cayman Islands or any other jurisdiction) that would cause the application of the laws of any other + jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of + our intellectual property rights in any court having jurisdiction. With respect to any other + proceeding that is not subject to arbitration under these Terms, the courts located in the Cayman + Islands will have exclusive jurisdiction. You waive any objection to venue in any such courts. + + + 14. MISCELLANEOUS + + + Any right or remedy of ZeroEx set forth in these Terms is in addition to, and not in lieu of, any + other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. + Our failure or delay in exercising any right, power, or privilege under these Terms will not operate + as a waiver thereof. The invalidity or unenforceability of any of these Terms will not affect the + validity or enforceability of any other of these Terms, all of which will remain in full force and + effect. We will have no responsibility or liability for any failure or delay in performance of the + Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or + event beyond our control, including without limitation any flood, extraordinary weather conditions, + earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of + government, communications, power failure, or equipment or software malfunction. You may not assign + or transfer any right to use the Site or the Services, or any of your rights or obligations under + these Terms, without our express prior written consent, including by operation of law or in + connection with any change of control. We may assign or transfer any or all of our rights or + obligations under these Terms, in whole or in part, without notice or obtaining your consent or + approval. Headings of sections are for convenience only and will not be used to limit or construe + such sections. These Terms contain the entire agreement and supersede all prior and contemporaneous + understandings between the parties regarding the Site and the Services. If there is a conflict + between these Terms and any other agreement you may have with us, these Terms will control unless + the other agreement specifically identifies these Terms and declares that the other agreement + supersedes these Terms. + + +
+ +);