Last updated: December 2, 2024
These Terms of Service (these “Terms” or this “Agreement”) are a contract between you and Spice Bros Corporation (“Wasabi,” “we,” “our,” or “us”) and govern your access to and use of the website hosted user interface located at https://app.wasabi.xyz and all related components (the “Interface”), and such other software applications, products, and services we provide from time to time (together with the Interface, the “Services”).
By accessing or using any portion of the Services, or, if earlier, by clicking on an “I Agree” button or check box presented with these Terms, you agree to comply with and be bound by these Terms and any materials expressly incorporated herein. If you do not agree, you are not authorized to access or use any of the Services and should not use the Services.
THESE TERMS INCLUDE A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, AS WELL AS A MANDATORY ARBITRATION CLAUSE THAT GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES YOUR RIGHT TO SUE IN COURT OR HAVE A TRIAL BY JURY. PLEASE READ SECTION 20 CAREFULLY.
Important Definitions: As used throughout this Agreement, the following terms have the following meanings.
“Digital Asset” means any digital representation of value that functions as a medium of exchange, unit of account, or store of value built on (or built on top of) a cryptographic protocol of a computer network.
“Digital Asset Address” means an alphanumeric identifier that represents a potential destination for a Digital Asset transaction.
“Digital Asset Wallet” means a software application (or other mechanism) that provides a means for holding, storing, transferring, and receiving Digital Assets.
“Sanctions Law” means, without limitation, any export restriction, end-user restriction, antiterrorism law, anti-money laundering law, economic sanction, financial sanction, and trade embargo imposed, administered, or enforced by the U.S. including the U.S. Department of Treasury’s Office of Foreign Asset Control Designated Nationals and Blocked Persons (“SDN”) List, U.S. Department of State, and U.S. Department of Commerce, the United Nations Security Council, the European Union, or any other applicable national, regional, provincial, state, municipal, or local law or regulation (each as amended from time to time).
“Sanctioned Person” means, without limitation, any Person or Digital Asset Address that is subject to any Sanctions Law; or directly or indirectly owned fifty percent or more by any Person or group of Persons in the aggregate, or a Digital Asset Wallet associated with such Person or Persons, subject to any Sanctions Law.
“Person” means, without limitation, any natural person, individual, association, partnership, corporation, company, or other form of organization, group, or entity.
“Prohibited Jurisdictions” means, any Person that is a citizen or resident or, or is located or headquartered in the U.S., United Kingdom, United Nations, or other jurisdiction where use of the Services would be illegal or violate applicable law.
“Sanctioned Jurisdiction” means, without limitation, any jurisdiction comprehensively sanctioned or embargoed by the United States, the United Nations, the United Kingdom, or Panama, which, as of the date that these Terms were last updated: Cuba, certain sanctioned areas of Russia and Ukraine (including without limitation, Crimea, the so-called region of Donetsk, the so-called region of Luhansk, and the so-called region of Zaporizhzhia), Democratic People’s Republic of Korea (North Korea), Iran, and Syria.
The Interface provides a web or mobile-based means to access a software protocol that runs on the Ethereum blockchain network (the “Protocol”). The Protocol enables users to perform transactions with Digital Assets compatible with the underlying blockchain network. The Interface is distinct from the Protocol. The Interface is one but not the exclusive means of accessing the Protocol. The Protocol itself is comprised of open-source or source-available self-executing smart contracts. You acknowledge and agree that we do not control the Protocol and we do not have control over Digital Asset transactions conducted on the Protocol. You also acknowledge and agree that that your interactions, including Digital Asset transactions, are not interactions with us. You further understand and agree that we do not operate, own, or control the Protocol’s liquidity pools and do not control trade execution on the Protocol.
In connection with your access and use of the Services, you represent and warrant that you are at least 18 years old and capable of forming a binding contract with Wasabi in your respective jurisdiction. If you are accessing or using the Services on behalf of a legal entity or other type of organization, you represent and warrant that you are authorized to agree to these Terms on behalf of that entity or organization and represent to Wasabi that you have the power and authority to bind your legal entity or organization to these Terms.
You represent and warrant that you are not and you are not acting on behalf of, a “Prohibited Person,” which means a: (i) Sanctioned Person; (ii) Person that is a resident of or headquartered in a Sanctioned Jurisdiction; or (iii) Restricted Person.
You may be required to provide us directly, or through a third party, certain information and documentation. You represent and warrant that any information and documentation that you provide to us, whether as part of the Services or otherwise, is complete and accurate. We may employ various measures to comply with our anti-money laundering obligations and otherwise prevent the misuse of the Services. These verification and screening procedures may include, without limitation, checking the information you provide against sanctions lists issued by any governmental authority prohibiting or limiting business activities or transactions with any Person. You hereby authorize us, directly or through a third party, to make inquires that we consider necessary to verify your identity and/or protect against the misuse of the Services. We will have no liability or responsibility for any permanent or temporary inability to access or use the Services as a result of any identity verification or screening procedure.
To use certain functions of the Interface, you must connect a Digital Asset Wallet. Your relationship with the Digital Asset Wallet provider is governed by the terms and provisions of that provider’s agreement with you. By connecting your Digital Asset Wallet to the Interface, you agree to be bound by this Agreement. We reserve the right, in our sole discretion, to prohibit certain Digital Asset Addresses from being able to connect to the Interface or from accessing or using other aspects of the Services.
The Services are purely non-custodial applications; we do not have custody, possession, or control of your Digital Assets at any time. You own and control Digital Assets held in your Digital Asset Wallet. As the owner of the Digital Assets, you bear all risk of loss of the Digital Assets. Wasabi will not be liable for Digital Asset fluctuations or other loss associated with your use of a Digital Asset Wallet.
You are solely responsible for the custody of the cryptographic private keys associated with any Digital Asset Wallet you use or connect to the Services. You should never share your Digital Asset Wallet’s credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a Digital Asset Wallet. We make no representations or warranties regarding how any of the Services will interact or operate with any specific Digital Asset Wallet.
The Services may include, without limitation, links to sites, technology, applications, products, services, materials, or resources, provided or made available by, third parties (collectively, “Third Party Services”). Your access and use of any Third Party Service is subject to the terms and policies of the applicable Third Party Service provider. We do not control any Third Party Service. You acknowledge and agree that you are solely responsible for any and all costs and charges associated with your use of any Third Party Service. Our integration or inclusion of any Third Party Service does not imply endorsement or recommendation. You acknowledge and agree that we are not responsible for the availability, reliability, accuracy, or legitimacy of any Third Party Service (including any related websites, resources or links displayed therein). Any dispute you have with a Third Party Service including, without limitation, your intellectual property rights, is between you and the provider of that Third Party Service. Wasabi will not be responsible or liable for any damage or loss caused or alleged to be caused by, or in connection with, your use of, or reliance on, any Third Party Service.
If, to the extent permitted by Wasabi, you grant express permission to a Third Party Service to access or connect to the Services, either through a third party’s service or the Interface, you acknowledge that granting permission to such third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You are fully responsible for any act or omission of any third party. You acknowledge and agree that you will not hold Wasabi responsible for, and will indemnify Wasabi from, any liability arising out of or related to any act or omission of any third party with access to your Digital Asset Wallet, application, software, or other mechanism that you use to interact with the Services.
To the maximum extent permitted by applicable law, you waive any and all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, against Wasabi and its affiliates, and each of their respective officers, employees, agents, and successors arising out of or in any way related to any of the risks set forth herein. You also waive application of Section 1542 of the Civil Code of the State of California, or any similar stature or law of any other jurisdiction. Section 1542 reads as follows: “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.”
You understand, accept, and agree to assume all of the various risks involved in using, holding, transacting, and transferring Digital Assets and the use of the Services, including all of the risks set forth in this Section 5.
Digital Assets, the features, functions, characteristics, operations, use, and other properties and/or software, networks, protocols, systems, or other technology that Digital Assets interact with is complex; and Digital Asset terms, features, or risks may not be readily or fully understood due to such complexities.
The value of certain Digital Assets like non-fungible tokens (“NFTs”) is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of other Digital Assets.
You should not assume that purchasing an NFT gives you any rights beyond ownership of the underlying blockchain asset. It is your responsibility to determine the authenticity, and we have not verified, and have not reviewed (or approved of) any NFT or its contents. The seller determines the price, and that price may not reflect the true market value of the NFT.
Digital Assets will be irretrievably lost if sent to the wrong address. For instance, if the Digital Asset Address is improperly formatted, contains an error, or for a type of Digital Asset then is not supported by the Digital Asset Address’ underlying blockchain .
Digital Assets may be subject to forks or attacks on the security, integrity, and/or operation of the networks, including any network events. These events may affect features, functionality, operations, use, or properties of any Digital Asset or network and/or the value of any Digital Asset.
Any Digital Asset or the Services may be targeted by malicious persons or individuals who may attempt to disrupt the Services or steal Digital Assets. This includes but is not limited to malware, hacking, phishing, double spending, smurfing, spoofing, sybil attacks, social engineering, majority mining, mining attacks, distributed denial of service, and blockchain forks.
The public nature of the Internet means that parts or the Internet may be unreliable or unavailable at any given time. Interruption, delay, corruption, loss of data, the loss of confidentiality or privacy through the course of data transmission, or malware transmission may occur when transmitting data via the Internet or other technology. This can result in your transaction(s) not being executed according to your instructions at the requested time or not at all. No technology is completely secure or safe.
Digital Assets may decrease in value or lose all value, in a short period of time or permanently, due to various factors including, without limitation, government or regulatory activity, the discovery of wrongful or illegal conduct, market manipulation, price distortion, insider dealing, market distortion, malicious wrongdoing or behaviors, changes to the Digital Asset’s nature or characteristics, suspension, or cessation of support for a Digital Asset by exchanges, public opinion, technical advancements, macroeconomic and political factors, and other factors outside of our control
Digital Assets held by a decentralized application like the Protocol or Digital Asset Wallets are not protected deposits and/or may not be protected by any deposit protection scheme. Thus, Digital Assets have a reduced level and type of protection compared to fiat and other asset classes or types.
Digital Assets are generally considered a high-risk asset class. You must exercise prudent judgment when with transacting Digital Assets.
The Services may undergo significant changes over time. We may also limit control over how other participants use the Services and what Services are offered on or through the Interface. This could create the risk of the Services not meeting your expectations, for any number of reasons, including mistaken assumptions or analysis, a change in the design and/or implementation plans, and execution on or through the Services.
We currently rely on our service providers for certain aspects of our operations including: cloud computing services and data centers that provide facilities, infrastructure, website functionality and access, components, and services, all of which are critical to our operations. Like most other online companies, because we rely on service providers, we face operational risk. Any interruption in the services provided by our service providers can impair our ability to provide the Services.
We do not directly manage the operation of the service providers we use including their data center facilities. Such third parties are vulnerable to financial, legal, regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, privacy breaches, service terminations, disruptions, interruptions, Force Majeure Events (defined below), and other events.
You acknowledge and understand that you may be subject to scams and/or other types of fraud perpetrated by parties outside of our control. It is your responsibility to be aware of and protect against such misconduct. In the event that you are subject to such fraud, there is a risk of loss of your Digital Assets.
All blockchain transactions include data and, in some circumstances, personal data about you. Many blockchain technologies store transaction data publicly and permanently. When you use such public blockchain technology, you intentionally make your transaction data public and acknowledge that this data cannot be deleted, removed, or reversed due to the nature of blockchain technology.
We are subject to an extensive and rapidly evolving regulatory landscape, and any changes to any law or regulation could adversely impact our ability to offer the Services and/or your use or access to the Services. Such regulatory change may also impact your legal obligations with respect to your use of the Services.
You understand that smart contract transactions automatically execute and settle, and blockchain-based transactions are irreversible when confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as ETH are variable and may increase dramatically at any time. You further acknowledge and accept the risk of selecting your slippage rate which expose you to additional cost or fees by the underlying blockchain network.
If you act as a liquidity provider to the Protocol through the Interface, you understand that your Digital Assets may lose some or all of their value while they are supplied to the Protocol through the Interface due to the fluctuation of prices of Digital Assets in a trading pair or liquidity pool.
You understand that we do not create, own, or operate cross-chain bridges and we do not make any representation or warranty about the safety or soundness of any cross-chain bridge.
By accessing or using the Services, you acknowledge, represent, and warrant, in each case as applicable, each of the items contained in this Section 5 and all of its subsections.
You represent and warrant that you have received a copy of, have carefully read, understand, accept, and agree to assume all of the risks involved in using, holding, trading, delivering, transacting, and/or transferring Digital Assets and the use of the Services, including without limitation, the risks specifically set forth in Section 5 above. You agree that Wasabi shall not be liable to you for any loss, damage, expense, or liability that are or may relate to any of the risks specifically set forth in Section 5. Further, you represent that you are able to bear any financial or other loss associated with or that may otherwise relate to your access or use of the Services.
You represent that you are not relying on (and will not at any time rely on) any communication (written or oral) of Wasabi as advice or as a recommendation to engage in any transaction involving Digital Assets. Further, you confirm that Wasabi has not: (a) given any guarantee or representation as to the potential success, return, effect, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of transacting in Digital Assets; or (b) made any representation to you regarding the legality of transacting in Digital Assets under any applicable law. In deciding to use the Services to transact in Digital Assets, you are not relying on the advice or recommendations of Wasabi, and you have made your own independent decision that using the Services and transacting in Digital Assets are suitable and appropriate for you.
You acknowledge and agree that we do not provide investment advice, and any content on the Interface, other parts of the Services, or communication channels should not be considered as tailored investment advice. You must seek professional advice regarding your particular financial, legal, technical, and other conditions prior to commencing your use of the Services. You represent and warrant that you fully understand all risks associated with using the Services and you have the necessary experience, understanding, and risk tolerance for using the Services, including the necessary experience and knowledge to enter into any relevant transaction through the Services. You will carefully consider and use clear judgment to evaluate your financial situation and risks before making any decisions to use the Services. You accept the risk of using the Services and are responsible for conducting your own independent analysis of the risks specific to your use of the Services.
You may not use the Services to engage in the following categories of activity (each a “Prohibited Use”). The specific types of activities listed below are representative, but not exhaustive.
Unlawful Activity. Activity which, in any way, would violate, or assist in violation of, any law, statue, ordinance, or regulation, sanctions programs administered in the countries where Wasabi offers the Services, or which would involve proceeds of any unlawful activity; publish, distribute, or disseminate any unlawful material or information.
Abusive of Others. Interfere with another individual’s access to or use of the Services including but not limited to exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights of others; ask for personally identifiable information, or otherwise; transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; to impersonate or attempt to impersonate Wasabi, an employee, another user, or any other person or entity (including, without limitation, by using email addresses, screen names, similarly named or commonly misspelled URLs, or associated blockchain identities); engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services; incite, threaten, encourage, or promote hate, racial intolerance, or violent acts against others.
Fraud. Activity which operates to deceive or defraud, or attempt to deceive or defraud, Wasabi, any users or any other person, including without limitation providing any false, inaccurate, or misleading information whether directly through the Services or through an external means that affects the Services with the intent to unlawfully obtain the property of another or to provide knowingly or recklessly false information, including in any way that causes inaccuracy among the content on the Services.
Gambling. Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.
Abusive Activity. To cause the Services, the Services underlying blockchain networks or technologies, or any other functionality with which the Services interact, to work other than as intended; damage the reputation of Wasabi or impair any of our legal rights or interests; engage in any activity or behavior that violates any applicable laws concerning, or otherwise damages, the integrity of the Services, or any other service or software which relies on the Services; use the Services in any manner that could disable, overburden, damage, impair, or interfere with the Services, including the ability to engage in real time activities through the Services; use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services or information in connection with the Services is stored, or any server, computer, or database connected to the Services, including any underlying blockchain.
Intellectual Property Infringement. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable law or regulation or that otherwise may be in conflict with these Terms; engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, software, or other licensed materials without the appropriate authorization from the rights holder; use of Wasabi intellectual property, name, or logo, including use of any Wasabi trade or service mark, without express consent of Wasabi or in a manner that otherwise harms Wasabi or the Wasabi brand; any action that implies an untrue endorsement by or affiliation with Wasabi.
You agree and represent that you will not engage in any Prohibited Use in connection with the Services. You further represent and warrant that you: (a) will abide by any and all applicable laws of the jurisdiction where you are located; (b) all local, national, and international practices regarding Internet use; (c) and all network agreements, rules, and procedures related to or in connection with the Services; (d) your use of the Services including Digital Asset transactions will be in compliance with applicable law and regulation in your jurisdiction; (e) you have obtained sufficient information about the Services, Digital Assets, and other services or products in connection with the Services to make an informed decisions in regard to your use of the Services; (f) you will bear the full responsibility for any and all activities that occurs in connection with your use or access to the Services including without limitation transactions of Digital Assets, interacting with the Services, disclosing, or publishing information, clicking to agree with various agreements, and uploading and submitting various documents or information; and (g) you are the legal and rightful owner of the Digital Assets in the Digital Asset Wallet, and Digital Assets you use with the Services.
Wasabi may, at its discretion and without liability to you, with or without prior notice and at any time, modify, discontinue, temporarily, or permanently, all or any portion of the Interface. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or terming your access to the Interface may be based on our confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you. Wasabi will not be liable for any losses suffered by you resulting from any modification of the Services or from any suspension or termination of your access to all or a portion of the Interface (whether pursuant to this Section 9 or for any other reason. You acknowledge that Digital Asset values may fluctuate during any period during which the Services have been suspended and agree that Wasabi will have no liability for any such fluctuations.
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 Services. You waive and hold harmless Wasabi and its affiliates, licensees, and service providers from any claims resulting from any action taken by Wasabi and/or any of the foregoing parties during, or taken as a consequence of, investigations by us, such parties, or law enforcement authorities.
The Services and its entire contents, features, and functionality including but not limited to all information, software, text, displays, images, video, and audio, the design, selection, and arrangement thereof, and the “look and feel” of the Services, except any open source software, are owned by Wasabi (“Wasabi Materials”), its licensors, or other providers of such material and are protected by applicable and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
In connection with your use of the Services, you may use the Wasabi Materials solely as authorized by us for as long as we permit you to continue accessing the Services. Without limiting the foregoing, you agree not to: (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Services, Wasabi Materials, or use the Services or Wasabi Materials in any service bureau environment; (b) modify or create derivative works of the Services or Wasabi Materials, or any portion thereof, or any data or information received by you in connection therewith; (c) frame, display, or incorporate the Services or Wasabi Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer, or attempt to discover the source code of the Services or Wasabi Materials; (e) use the Services or Wasabi Materials to design, develop, or create any competing product or service; or (f) otherwise use the Services or Wasabi Materials for any commercial or noncommercial purpose other than their intended purposes determined at Wasabi’s discretion.
We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access, and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.
If your use or access to the Services is in breach of these Terms, your right to access the Services will stop immediately and you must, at our sole option, return or destroy any copies of the materials that you made directly or indirectly from the Services. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by Wasabi. You 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 Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other applicable laws.
Wasabi’s name, the term “Wasabi.xyz” and all related names, logos, product and/or service names, designs, and slogans are trademarks of Wasabi, its affiliates, or licensors. You agree not to use such marks without the prior express written permission of Wasabi.
We do not warrant the accuracy, completeness, or usefulness of any materials or information that we or a third party present on or through the Services and such information is made available solely for general information and education purposes. Any information posted to the Services should not be construed as an intention to form a contract, and in no case should any information be construed as our offer to buy, sell, exchange, or otherwise transact Digital Assets. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other user or person who may be informed of any of the Services contents, or by the actions or omissions of others interacting with the Services.
You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, now or in the future, you agree to release Wasabi (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
The Interface aggregates and displays the results of NFTs from third party platforms (“Third Party NFT Platforms”). These Third Party NFT Platforms are operated independently from us and are not associated with us. We do not have control over the content, information, or other materials contained within such Third Party NFT Platforms. If you believe that your copyrighted work is being displayed on a Third Party NFT Platform, has been copied in any way that you believe constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify the applicable Third Party NFT Platform of your infringement claim in accordance with their defined reporting procedures.
Wasabi may make available special offers or conduct promotions for qualifying users. Subject to applicable laws, Wasabi, or the issuer of a Digital Asset subject to an offer or promotion, may establish qualifying criteria to participate in any special promotions at its sole discretion. Wasabi may revoke any special offer at any time and for any reason without advance notice to you. Wasabi is under no obligation to make available special offers to all Wasabi users. Wasabi makes no recommendation and does not provide any advice about the value or utility of a Digital Asset that is part of a promotion.
We may provide you with certain incentives, prizes, or rewards for completing certain activities on or though the Services like performing a certain number of transactions or transferring Digital Assets to a Digital Asset Vault (collectively, “User Incentives”). Details regarding the criteria for earning a User Incentive can be found within the applicable Service or official Wasabi documentation. Wasabi reserves the right to change, modify, discontinue, or cancel any User Incentive at any time and without notice to you. You understand and agree that Wasabi does not guarantee that you will receive any User Incentive. Any information regarding the potential amount of a User Incentive that is set out in the Services is an estimate only. Wasabi expressly disclaims all representations and warranties regarding User Incentives including, without limitation: (i) any stated percentage of a User Incentive that will be received; (ii) any User Incentive will occur on a continuous basis; (iii) User Incentives will be on an uninterrupted basis or error-free basis; and/or (iv) any particular Digital Asset will be available in connection with the User Incentive. Any User Incentive that we make available from time to time is subject to these Terms and any other applicable term or provision regarding such User Incentive.
Any questions, suggestions, ideas, feedback, reviews, or other information or materials regarding the Services provided by you to Wasabi (collectively, “Feedback”) are non-confidential. Wasabi will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise without acknowledgment, attribution, or compensation to you. You hereby assign to Wasabi all right, title, and interest to Feedback together with all associated intellectual property rights and waive any claim for, acknowledgement or compensation based on any Feedback or any modifications made based on any Feedback.
Wasabi is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in your use of the Services. Wasabi does not provide investment, tax, or legal advice, and you are solely responsible for any transaction, investment, strategy, decision, or other act that you make when using the Services. Wasabi may provide educational material or information on the Interface, through the Services, social media account, or other channel of communication. No communication or information provided to you by Wasabi is intended as, or shall be considered or construed as, advice.
To the fullest extent permissible by law, you agree that your access or use of the Services causes Wasabi or any user to owe fiduciary duties or liabilities to you or any third party. Further, you acknowledge and agree 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 Wasabi shall be held completely harmless in relation thereof.
You may be charged fees via your access to the Protocol a third party interface. You are responsible for doing your own diligence on any third party interface to understand any applicable fee or charge that such third party may charge you. Under no circumstances shall Wasabi incur any liability, of any kind, to you arising from or relating to fees charged to you by your access or use to the Protocol via a third party interface.
We may, in our sole discretion and at any time, set or modify the fees for the Services. If we decide to set or modify fees for the Services, the fee schedule will be available on the Interface. Except when required by law, fees are non-refundable.
Blockchain transactions require the payment of transaction fees to the appropriate network’s nodes, miners, validators, or operators ("Blockchain Fees"). You will be solely responsible to pay the Blockchain Fees for any transaction that you initiate via the Services. Blockchain Fees are neither levied directly by Wasabi nor paid to or shared with Wasabi in any way, but rather are determined by your use of the Services and the rules placed by corresponding blockchain communities at large. You acknowledge and agree that Wasabi 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 in no event will Wasabi 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.
In connection with the Services, transactions rely on smart contracts stored on various blockchains, cryptographic tokens generated by smart contracts, and other nascent software, applications and systems that interact with blockchain-based networks. These technologies are experimental, speculative, inherently risky, and subject to change. A defining feature of blockchain technology is that its entries are immutable, which means, as a technical matter, they generally cannot be deleted or modified by anyone. You acknowledge and understand that smart contracts dictate how funds and ownership of Digital Assets are distributed.
It is your sole responsibility to determine whether and to what extent any taxes apply to activity you conduct through the Services; and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. No communication or information provided to you by Wasabi is intended as, or considered or construed as, legal or tax advice.
Wasabi has no oversight on or control over any particular Digital Asset or blockchain network. You are responsible for your use of the Services, the functionalities that you enable, transactions engaged on the Protocol through the Services, and access or use of the information derived thereof. You are solely responsible for complying with all applicable laws related to its transactions and activities that directly or indirectly incorporate our provision of the Services. You acknowledge and understand Wasabi is not registered nor licensed with, nor have the Services or the software contained therein been reviewed by any securities, commodities, or other financial or banking regulator. You further understand that we cannot and do not guarantee or warrant that files available for download from the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for: (a) an appropriate blockchain based utility; (b) anti-virus protection and accuracy of data input and output; (c) your participation in and use of the Protocol and related technologies; and (d) maintaining a means external to our site to reconstruct any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NOT EVENT WILL WASABI, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, MAN-IN-THE-MIDDLE ATTACK, VIRUS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES, PROTOCOL, OR WASABI MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI THROUGH THE SERVICES, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD PARTY WEBSITE LINKED TO IT.
YOUR USE OF THE SERVICES AND ANY SERVICES CONTENT IS AT YOUR SOLE RISK. THE SERVICES, WASABI MATERIALS, PROTOCOL, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI ARE PROVIDED ON AN “AS IS’’ AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, IN NOT EVENT WILL WASABI, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR, AND EXPLICITLY DISCLAIM, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED THE SERVICES, WASABI MATERIALS, OR PROTOCOL, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER WASABI, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES, WASABI MATERIALS, PROTOCOL, AND/OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI.
WASABI, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES DO NOT REPRESENT OR WARRANT THAT: (A) ACCESS TO THE SERVICES, WASABI MATERIALS, PROTOCOL AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, WITHOUT DELAY, ERROR-FREE, SECURE, OR FREE FROM DEFECTS; (B) THE INFORMATION CONTAINED OR PRESENTED ON THE SERVICES, WASABI MATERIAL, OR PROTOCOL IS ACCURATE, RELIABLE, COMPLETE, CONCISE, CURRENT, OR RELEVANT; (C) THE SERVICES, WASABI MATERIALS, OR PROTOCOL, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI 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 (D) THE SERVICES, WASABI MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI WILL MEET ANY USER’S EXPECTATIONS. NO INFORMATION OR STATEMENT THAT WE MAKE, INCLUDING DOCUMENTATION OR PRIVATE COMMUNICATION, SHOULD BE TREATED AS OFFERING ANY WARRANTY CONCERNING THE SERVICES, WASABI MATERIALS, OR PROTOCOL, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI. 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 SERVICES, WASABI MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agrees to defend, indemnify, and hold harmless Wasabi, its affiliates, licensors, and service providers, 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: (a) your violation of these Terms; (b) your use of Services, including, but not limited to, your interactions with the Interface or other services or features accessible on or through the Services; (c) use of or reliance on the Interface’s content, the Services, and/or services or products other than as expressly authorized in these Terms; (d) your use or reliance on of any information obtained from the Services; and/or (e) any third party’s access or use of the Services with or without your assistance, using any device, account, profile, Digital Asset Wallet, or other mechanism that you own or control.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WASABI, 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 YOUR USE, OR INABILITY TO USE THE SERVICES, WASABI MATERIALS, PROTOCOL, AND/OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI, 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 USER, OR ANY FAILURE, EXPLOIT, OR VULNERABILITY OF THE SERVICES, INTERFACE, PROTOCOL, WASABI MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF WASABI.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF WASABI, AND/OR ITS SUBSIDIARIES, AFFILIATES, 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 WASABI FOR THE APPLICABLE 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.
Please read this section carefully because it waives any right to participate in any class action or other representative action or proceeding. Unless you opt-out of the arbitration by completing the steps below, this section requires you to arbitrate certain disputes and limits the ways in which you can seek relief, including by precluding you from suing in court or having a jury trial.
To the extent permissible by law, any claim, controversy, or dispute arising out of or related to this Agreement, or any products or services provided in connection with the Services (each a “Dispute”) must be brought in your individual capacity, and not as a plaintiff or class member in any putative class, collective action, or representative proceeding (collectively “Class Action Waiver”). The arbitrator may not consolidate more than one person’s claims or engage in any arbitration on behalf of a class. You agree that, by entering into this agreement, you are waiving the right to a trial by jury and the right to participate in a class action.
Before filing a claim against Wasabi, you agree to try to resolve the Dispute by first emailing [email protected] with a description of your claim and proof of your relationship with Wasabi. If we can’t resolve the Dispute within sixty days of our receipt of your first email, you or Wasabi may then submit the Dispute to binding arbitration as provided herein.
With only limited exceptions as described in 22.7 and 22.8 below, all Disputes between you and Wasabi must be resolved by final and binding arbitration. By agreeing to binding arbitration, you and Wasabi expressly waive the right to formal court proceedings including without limitation trial by jury and class action. This Agreement affects interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act 9 U.S.C. § 1, et. Seq. (“FAA”).
The arbitration shall be conducted by the International Chamber of Commerce (“ICC”) under its Commercial Arbitration Rules (“ICC Rules”) then in effect. If you are a consumer, the most recent version of the ICC Rules can be accessed here. These Terms shall govern any conflict between the ICC Rules and these Terms. The location and type of hearing shall be determined in accordance with the ICC Rules. Further, a party’s right to request a hearing shall also be determined in accordance with the ICC Rules. Unless otherwise ordered by an arbitrator or pursuant to the ICC Rules, any in-person arbitration shall be in English and held remotely to the maximum extent, and administered in Panama City, Panama, or another mutually agreeable location.
Wasabi, the arbitrator, and you, will each maintain the confidentiality of any arbitration proceedings, judgments, and awards including information shared and produced during the arbitration.
Any arbitration must be commenced by filing a demand for arbitration within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. If a claim is not filed within such period, the Dispute is permanently barred.
You can decline this agreement to arbitrate by emailing us at [email protected] within thirty days of the date that you first agree to this Agreement (“Opt-Out Period”). To be effective, your email must include your full name, residential address, and a clear statement that you want to opt out of arbitration. If you opt-out of arbitration pursuant to this Section 22.7, then Sections 22.5 and 22.6 of these Terms do not apply to you.
Notwithstanding this Section 22, there is no requirement to arbitrate, and you and Wasabi may bring an individual small claims action in the small claims court in your and Wasabi’s respective county of residence as provided under the ICC Rules, or seek only a temporary restraining order or injunction for alleged breach of confidentiality obligations or alleged infringement or misappropriation of intellectual property in any court having jurisdiction provided that, in each case, the action is brought as an individual action and not on a class or representative basis.
If any portion of this Section 22 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed from these Terms and such severance of the provision(s) shall have no impact whatsoever on the remainder of this Section 22. Further, 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 shall be stayed pending the outcome of any individual claims in arbitration. Lastly, if any provision in this Section 22 is found to prohibit an individual claim seeking public injunctive relief, such provision shall have no effect to the extent relief is allowed to be sought outside of arbitration. The remainder of this Section 22 shall remain in full force and effect.
Notwithstanding any term or provision in this Agreement to the contrary, you and Wasabi agree that if Wasabi makes any future material change to this Section 20, Wasabi will notify you. Your continued use of the Services including the acceptance of products and services offered on the Interface following the posting of changes to this Section 20 constitutes your acceptance of any such changes.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the internal laws of Panama. Without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. You agree that Wasabi may initiate a proceeding relating to the enforceability or validity of Wasabi’s intellectual property rights in any court of competent jurisdiction. With respect to any other proceeding not subject to arbitration under this Agreement, the courts located in Panama will have exclusive jurisdiction. You waive any objection to venue in any such courts.
Wasabi reserves the right to amend this Agreement and/or policies that govern the Services from time to time and in our sole discretion. Any changes will be effective immediately upon posting of the revisions, and you waive any right you may have to receive specific notices of such changes or modifications. By continuing to use the Services after any changes are posted to the website, you agree to be bound by those changes. If you do not agree to the changes, you may stop using the Services.
These Terms, and any other document, material, or information referenced herein is particular to you and any attempt that you make to assign, novate, or transfer your rights, interests, liabilities, and/or obligations is null and void, unless you have received Wasabi’s prior written consent. Wasabi reserves the right to assign our rights without restriction, including without limitation to any of Wasabi’s affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their successors and permitted assigns.
This Agreement will remain in effect until terminated by either you or Wasabi. We reserve the right to change, suspend or discontinue, or terminate, restrict, or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. All sections of this Agreement that by their nature should survive termination shall survive termination.
Wasabi’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, or any governmental agency whether local, state, or federal, such provision shall be interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of the Terms shall not be affected.
You acknowledge and consent that the Services are provided by us according to our current technological capability and other business conditions. While we have made every effort to ensure continuity and security of the Services, we are unable to completely foresee and hedge against all legal, technological, and other risks.
Wasabi shall not be held liable for delays, failure in performance, or interruption of Services that result directly or indirectly from any cause or condition beyond our reasonable control. Such instances include: (a) acts of God such as earth earthquakes, fires, cyclones, explosions, typhoons, monsoons, landslides, lightning, storms, tempests, pandemics, droughts or meteors; (b) acts of war, whether declared or undeclared, including invasion, act of a foreign enemy, hostilities between nations, civil insurrection, or militarily usurped power; and acts of terrorism; (c) civil disorder, such as acts of a public enemy, malicious damage, terrorism, sabotage, or civil unrest; (d) embargoes or sanctions (such as confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or governmental authority; (e) unnatural disasters, such as ionizing radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; (f) labor disputes, including strikes, blockades, lock-outs, or other industrial disputes; (g) failure of telecommunication outlets, including the internet, communications networks and facilities, or other infrastructure, systems, operations or of equipment relevant to the provision or use of the Services; (h) data breaches or data-processing failure or incomplete processing; and/or (i) changes in laws or regulations that may materially affect the Digital Assets and/or blockchain industries (collectively, “Force Majeure Events”).
Any notices or other communications provided by us under these Terms including those regarding modifications to these Terms will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your use of the Services.
To understand how Wasabi collects, uses, and shares information about you, please review our [Privacy Policy].
Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder.
These Terms and every other term or provision applicable to you, including any document incorporated by reference herein, constitute the entire agreement and understanding between you and Wasabi as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including any prior versions of these Terms). Unless otherwise specifically stated, these Terms govern and control any conflict between these Terms and any other agreement you may have with Wasabi.
These Terms are set forth in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience, or otherwise) into any other language, the English language text of these Terms shall prevail.