Date of Last Revision: October 23, 2023

TERMS OF SERVICE

By accessing this website or any other portion of the Site (as defined below), you are agreeing to these Terms of Service (as amended from time to time, the “Terms of Service”) between you (“you” or “your”) and Offchain Labs, Inc. (“Offchain Labs,” “we,” “us,” or “our”). These Terms of Service apply to your access to, and use of, our websites and website-hosted user interface (the “Interface”) that may be used to interact with various products and services offered by us, including Arbitrum, an optimistic rollup protocol on the Ethereum blockchain (the “Protocol”), and related content and functionality through our websites located at https://offchainlabs.com/, https://arbitrum.io/ and any other website operated by Offchain Labs on which these Terms of Service are posted (collectively, the “Site”) and through our related technologies (collectively with the Interface, Protocol and Site, including all existing and any updated or new features, functionality and technology, the “Service”).

All access and use of the Service is subject to the terms and conditions contained in these Terms of Service. By accessing, browsing, or otherwise using the Site, the Interface, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are using the Service on behalf of an entity or other organization, you are agreeing to these Terms of Service for that entity or organization and representing to Offchain Labs that you have the authority to bind that entity or organization to these Terms of Service (and, in which case, the terms “you” and “your” will refer to that entity or organization). If you do not accept the terms and conditions of these Terms of Service, you will not access, browse or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify any portion of these Terms of Service at any time. If we do this, we will publicly post the updated Terms of Service on the Site and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. Your continued use of the Service from and after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service. Without limiting anything set forth elsewhere in these Terms of Service, you agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST OFFCHAIN LABS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: For more information regarding our collection, use and disclosure of personal data and certain other data, please see our Privacy Policy (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of Personal Data and other data as outlined therein. The Privacy Policy is hereby incorporated by reference into these Terms of Service.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Legal Compliance: You represent that you are at least 18 years old and your access and use of the Service will fully comply with all applicable laws and regulations, and that you will not access or use the Service to conduct, promote, or otherwise facilitate any illegal activity.

For the avoidance of doubt, you will comply with all applicable sanctions laws, regulations and rules, including but not limited to, those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and any other applicable jurisdictions. The Interface may not be used: (i) in the Crimea region of Ukraine, Cuba, Iran, North Korea, or Syria; (ii) by or for the specific benefit of any individual or entity on the Specially Designated Nationals and Blocked Persons (“SDN”) List maintained by OFAC, (iii) any entity 50% or more owned in the aggregate by any such SDN(s); or (v) for any other use requiring a license or other governmental approval. If Offchain Labs determines that you have breached your obligation under this section, we shall block your access to the Service and any interests in property as required by law, if continued Service could result in Offchain Labs being in violation, or subject to negative consequences, under the Sanctions Rules.

Credentials: You are responsible for maintaining the confidentiality of your credentials and are fully responsible for any and all activities that occur under your credentials.

Modifications to Service: Offchain Labs reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Offchain Labs will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Your Apps: As between Offchain Labs and you, you will be solely responsible for your applications (“Your Apps”), including their development, operation, maintenance and all related content and materials.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Offchain Labs, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Site or Your Apps or by emailing or otherwise making available to other users of the Site (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Offchain Labs. Offchain Labs reserves the right to investigate and take appropriate legal action against anyone who, in Offchain Labs’ sole discretion, violates this provision, including reporting the violator to law enforcement authorities. You agree to not use the Service or Your Apps to:

distribute any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Offchain Labs, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Offchain Labs or its users to any harm or liability of any type; seek to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including the deployment of viruses and denial of service attacks; violate any applicable local, state, national, or international law, or any regulations having the force of law, including any laws or regulations concerning the integrity of trading markets (e.g., manipulative tactics commonly known as spoofing and wash trading) or trading of securities or derivatives; engage in any activity that seeks to defraud us or any other person or entity, including providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another; impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18; harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; or further or promote any criminal activity or enterprise or provide instructional information about illegal activities.

If you are blocked by Offchain Labs from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

No Professional Advice and No Fiduciary Duties

All information provided by the Service is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Service. Before you make any financial, legal, tax or other decisions involving the Service, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

These Terms of Service are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms of Service.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Offchain Labs (e.g., to the extent any of the Protocol is made available under an open source license), you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Offchain Labs name and logos and certain other logos and trademarks are trademarks and service marks of Offchain Labs (collectively the “Offchain Labs Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Offchain Labs. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Offchain Labs Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Offchain Labs Trademarks will inure to our exclusive benefit.

Feedback: ‍If you provide us with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Offchain Labs all rights in such Feedback and agree that Offchain Labs shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Offchain will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any Feedback or other information or ideas that you consider to be confidential or proprietary for which you do not have all required permissions and consents to so submit.

Third-Party Material: Under no circumstances will Offchain Labs be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Offchain Labs does not pre-screen content, but that Offchain Labs and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Site. Without limiting the foregoing, Offchain Labs and its designees will have the right to remove from the Site, without notice, any content that violates these Terms of Service or is deemed by Offchain Labs, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such User Content that you make available via the Site, including all copyrights and rights of publicity contained therein. You hereby grant Offchain Labs and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use such User Content in connection with the operation of the Site. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Offchain Labs and its third-party service providers to derive statistical and usage data relating to your use of the Site (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Offchain Labs are non-confidential and Offchain Labs will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Offchain Labs may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Offchain Labs, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Third-Party Services

The Service provides access to services, sites, technology, applications and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party. Offchain Labs has no control over, and is not responsible for, such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices and terms and conditions of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Offchain Labs, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. The integration or inclusion of such Third-Party Services does not constitute or imply any endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Offchain Labs will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification and Release

You agree to defend, indemnify, and hold harmless Offchain Labs, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Offchain Labs Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, Your Apps, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Offchain Labs will provide notice to you of any such claim, suit, or proceeding. Offchain Labs reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Offchain Labs’ defense of such matter. You may not settle or compromise any claim against the Offchain Labs Parties without Offchain Labs’ prior written consent.

You expressly agree that you assume all risks in connection with your access and use of the Service, including your interaction with the Protocol. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Service, including your interaction with the Protocol. If you are a California resident, you waive California Civil Code Section 1542, which says: “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 releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties; Assumption of Risk

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE OFFCHAIN LABS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE OFFCHAIN LABS PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

BY ACCESSING AND USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS, SUCH AS THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20) AND BRIDGING ACROSS DIFFERENT BLOCKCHAIN SOLUTIONS. YOU FURTHER UNDERSTAND THAT THE MARKETS FOR DIGITAL ASSETS ARE HIGHLY VOLATILE DUE TO VARIOUS FACTORS, INCLUDING ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS SUCH AS ARBITRUM AND ETHEREUM ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE WHILE THEY ARE SUPPLIED TO THE PROTOCOL THROUGH THE INTERFACE, YOU MAY SUFFER LOSS DUE TO THE FLUCTUATION OF PRICES OF TOKENS IN A TRADING PAIR OR LIQUIDITY POOL, AND, ESPECIALLY IN EXPERT MODES, EXPERIENCE SIGNIFICANT PRICE SLIPPAGE AND COST. YOU UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS AND TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS, AND ACKNOWLEDGE AND ACCEPT THE RISK THAT YOU MAY MISTAKENLY TRADE THOSE OR OTHER TOKENS. YOU FURTHER ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICE. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICE, INCLUDING THE INTERFACE TO INTERACT WITH THE PROTOCOL. YOU ARE SOLELY RESPONSIBLE FOR YOUR WALLETS, FOR SAFEGUARDING THE ASSOCIATED PRIVATE KEY AND FOR ANY ACTIVITY THAT OCCURS USING YOUR WALLET. WITHOUT LIMITING THE FOREGOING, YOU ALSO UNDERSTAND THAT THERE MAY BE TAX AND REGULAORY RISKS RELATED TO USING THE SERVICE. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER, AND TO WHAT EXTENT, ANY TAXES APPLY TO ANY TRANSACTIONS YOU CONDUCT IN CONNECTION WITH YOUR USE OF THE SERVICE, AND TO WITHHOLD, COLLECT, REPORT AND REMIT THE CORRECT AMOUNTS OF TAXES TO THE APPROPRIATE TAX AUTHORITIES. DIGITAL ASSETS, BLOCKCHAIN TECHNOLOGY, AND ANY RELATED SOFTWARE AND SERVICES ARE ALSO SUBJECT TO LEGAL AND REGULATORY UNCERTAINTY IN THE UNITED STATES AND OTHER JURISDICTIONS. YOU ALSO UNDERSTAND THAT LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS MAY ADVERSELY AFFECT THE USAGE, TRANSFERABILITY, TRANSACTABILITY AND ACCESSIBILITY OF DIGITAL ASSETS, BRIDGING, THE PROTOCOL, OR OTHER PARTS OF THE SERVICE.

YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY RISKS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE OFFCHAIN LABS PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE OFFCHAIN LABS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (E) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE INTERFACE; (F) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; (G) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE INTERFACE; OR (H) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE OFFCHAIN LABS PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID OFFCHAIN LABS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

• Agreement to Arbitrate

  This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Offchain Labs, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Offchain Labs are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

• Prohibition of Class and Representative Actions and Non-Individualized Relief

  YOU AND OFFCHAIN LABS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND OFFCHAIN LABS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

• Pre-Arbitration Dispute Resolution

  Offchain Labs is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at info@offchainlabs.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Offchain Labs should be sent to 252 Nassau Street, Floor 2, Princeton, New Jersey 08542 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Offchain Labs and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Offchain Labs may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Offchain Labs or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Offchain Labs is entitled.

• Arbitration Procedures

  Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

  Unless Offchain Labs and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Offchain Labs agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

• Costs of Arbitration

  Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Offchain Labs will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Offchain Labs will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Offchain Labs will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

• Confidentiality

  All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

• Severability

  If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

• Future Changes to Arbitration Agreement

  Notwithstanding any provision in these Terms of Service to the contrary, Offchain Labs agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Offchain Labs written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Offchain Labs will have no liability or responsibility with respect thereto. Offchain Labs reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Offchain Labs governing your access and use of the Service, and supersede any prior agreements between you and Offchain Labs with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Offchain Labs submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York. The failure of Offchain Labs to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties 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 of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Offchain Labs, but Offchain Labs may assign or transfer these Terms of Service, in whole or in part, without restriction.

The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Offchain Labs will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Offchain Labs’ reasonable control.

U.S. Government Restricted Rights

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Questions? Concerns? Suggestions?

Please contact us at info@offchainlabs.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.