TuneGO Terms of Use

Revised: May 15, 2022

These Terms of Use contain an arbitration provision and class action waiver. Please review the Arbitration section for details.

These TuneGO Terms of Use (the "Terms") are a legal agreement between TuneGO, Inc. ("TuneGO," we," "our," "us") and you, the visitor, governing your access to and use of: (a) all content and functionalities available at the TuneGO.com website, other sites to which these Terms are applied and subdomains of the foregoing (collectively, the "Site"); (b) any TuneGO mobile application(s) (collectively, the "App"); and (c) any other content, applications, features, functionality, information and services offered by us through the Site and/or the App, including, without limitation, embeddable or application/device-based features and related technology (e.g., mobile, web, console, desktop and other APIs, widgets, plugins, applications, etc.) ((a), (b) and (c), collectively, the "Services"). These Terms of Service apply whether you are accessing the Services via a wireless or mobile device, a personal computer or any other technology or device.

THIS IS A LEGALLY BINDING CONTRACT. BY ACCESSING OR USING THE SERVICES OR BY INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU ALSO REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS CONTRACT AND ARE NOT PROHIBITED BY LAW FROM ACCESSING OR USING THE SERVICES. YOU DO NOT HAVE TO ENTER INTO THESE TERMS, BUT IF YOU DO NOT, YOU WILL NOT BE PERMITTED TO, AND YOU MAY NOT, USE THE SERVICES.

  1. Eligibility. To use the Services, you must be the greater of: (i) 18 years old; or (ii) the age of majority in your state or jurisdiction of residence. Further, you represent and warrant that you (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties.

  2. Your Account. Certain aspects of the Services may require you to create an account by completing a registration form and selecting a user ID and password (your "Account"). You agree that the information you provide as part of the registration process will be true, current and complete, and you agree to update such information as applicable so that it continues to be true, current and complete. Your Account is personal to you and may not be used by any other person. You agree to contact us at support@tunego.com if you become aware of any unauthorized use of the Services on your Account.

  3. Fee-Based Services; Billing and Autorenewals.

    1. TuneGO offers both free and fee-based Services. Additional Terms may apply to your use of, access to and purchase of such fee-based products or services. You may only purchase such fee-based products and/or services if you are at least 18 years of age or the age of majority in your jurisdiction. You agree to pay in full the prices and fees (including, without limitation, all applicable taxes) for any purchases you, or anyone using your TuneGO account make via credit, debit or charge card or other payment means acceptable to TuneGO ("Payment Method") concurrent with your online order. You authorize us to charge your provided Payment Method for the Services you have selected and for any paid feature(s) that you select.

    2. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent TuneGO has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

    3. TuneGO may revise any or all of the fees and prices associated with fee-based products and/or services at any time for any or no reason. However, if we have offered a specific duration and fee for your use of the Service, we agree that the fee will remain in force for that duration, after which your use of the Service will be charged at the then-current fees. If you don't agree to the change in fees, you must stop using the Service and cancel via email to support@tunego.com. If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued. If you do not cancel in accordance with these Terms of Service, the subscription for the applicable Service will automatically renew at the then-current price and for the same subscription period and we will charge your Payment Method on file with us on the first day of the renewal of the subscription period. If you have a credit in your TuneGO account (for example, in connection with your use of the Distro100 service), we may deduct amounts owed to us hereunder from such amounts in your TuneGO account.

    4. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements).

    5. TuneGO does not guarantee that product descriptions or other content and products will be available, accurate, complete, reliable, current or error-free. Descriptions and images of, and references to, products or services do not imply our or any of our affiliates' endorsement of such products or services. Moreover, TuneGO and its third party operational service providers reserve the right, with or without prior notice, for any or no reason, to change product descriptions, images, and references; to limit the available quantity of any product; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from conducting any or all transaction(s); and/or to refuse to provide any user with any product. Further, if TuneGO terminates your use of or registration to the Services because you have breached these Terms of Service, you shall not be entitled to a refund of any unused portion of any fees, payments or other consideration.

  4. Service Specific Terms.

    1. TuneGO Vault. The TuneGO Vault allows you to store files and metadata (the "Vault Files"). You can collaborate on and communicate with other users regarding Vault Files using TuneGO Connect. You can also share songs using TuneGO Private share, which allows you to limit access to specific users and/or otherwise restrict the share to a certain number of plays or by including an expiration date. TuneGO Vault is available on a subscription basis, with both monthly and annual plans available. Applicable fees ("Subscription Fees") and restrictions are described on the Site. Subscription fees are payable in advance and are non-refundable.

    2. TuneGO Promotions (Song Review). TuneGO Promotions allows users to submit their song(s) for review by crowd-sourced reviewers who will provide feedback within approximately seven (7) days. Pricing for TuneGO Promotions is detailed on the Site (the "Promotion Fees") and are non-refundable.

    3. TuneGO Distribution. TuneGO Distribution Service allows users to distribute their music as a single or as an album to various distribution partners. Use of this Service is subject to the TuneGO Distribution Service Terms and Conditions, which are incorporated herein by this reference.

    4. TuneGO NFT Creation Service. This Service allows users to mint their digital asset(s), music, or other creative work(s) (the "Work(s)") into non-fungible tokens (the "NFTs"). To use our Service, you must have a third-party wallet which allows you to engage in transactions on blockchains. Your ownership of the NFT will be registered on a blockchain by association with your wallet. We do not provide, nor have custody or control over, any third party wallets or blockchains you are interacting with (collectively, "Third Party Platforms"). You are solely responsible for any transaction you conduct using a Third Party Platform, and we are not responsible or liable for any damage or loss related to the use of any Third Party Platform. You should always read the terms and conditions and privacy policy of a Third Party Platform before using it.

      1. Verification. Prior to using the Service (e.g., minting a NFT), users may be required to verify their identity using one or more methods available on the Site. Verification services may be provided by a third party provider ("Verification Provider"), in which case your use of the verification services will be subject to the Verification Provider's terms and conditions and privacy policy. We do not control and are not responsible for any transaction you conduct with the Verification Provider. If you are unable or unwilling to verify your identity using one of the provided methods, we may refuse your use of some of all of the Services, in our sole discretion.

      2. License. You understand and agree that the Works associated with an NFT will be licensed to the purchaser in accordance with the terms of the NFT Owner Agreement (defined below).

      3. Resale Royalty. During the minting process, you may be provided an opportunity to specify a resale royalty that you may be entitled to receive when an NFT you mint is resold after the initial sale subject to the operation of any third party technology used in connection with such resale. You understand that depending on where the NFT is listed for sale, this resale royalty may or may not be implemented, in part, due to the fact that not all NFT sales sites will necessarily implement the resale royalty. You understand and agree that TuneGO has no responsibility for or involvement in whether a resale royalty is actually paid to you and TuneGO shall not owe you anything if you do not receive any resale royalty.

      4. Fees. You may be required to pay fees for use of the NFT Creation Services. Applicable fees will be set forth on the Site. The Fees and payment methods available to pay the fees and are subject to change at any time, for any reason, and in our sole and exclusive discretion.

      5. Payment Terms. You may be required to have a valid third party wallet and form of payment that are compatible with the blockchain on which you intend to mint the NFT and/or which is available on the Site. You must have all necessary legal authorization to use that wallet and/or payment to complete the transaction.

      6. No Refunds. All transactions are irreversible, final and there are no refunds. Please carefully review your order prior to submitting.

    5. TuneGO Marketplace. The TuneGO Marketplace offers NFTs for sale. Except as expressly set forth herein and in the Owner Agreement (defined below), the purchase of an NFT does not grant purchaser ownership, or any other rights, to the Work(s).

      1. NFT Owner Agreement. Purchase of an NFT is subject to the "Owner Agreement." By purchasing an NFT you are agreeing to the terms and conditions set forth in the Owner Agreement, which will be presented at the time of purchase. As detailed in the Owner Agreement, while a purchaser may own a token, they often will have only a limited license to the Work(s), subject to the terms and conditions set forth therein. Unless a custom license is provided by the seller, the Owner License available here will apply.

      2. Purchaser Qualification. You represent and warrant that You (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties.

      3. Pricing: Prices shown on the Site are in cryptocurrency and are exclusive of taxes. We may elect to provide access to third-party payment methods and forms of payments that allow an as-converted to U.S. dollars basis. Such access is provided in our sole discretion, and your use of such third-party platforms are at your own risk. The Prices and payment methods available are subject to change at any time, for any reason, and in our sole and exclusive discretion.

      4. Fees. You may be required to pay fees for use of the Services. Applicable fees will be set forth on the Site. The Fees and payment methods available to pay the fees and are subject to change at any time, for any reason, and in our sole and exclusive discretion.

      5. Payment Terms. You may be required to have a valid third party wallet and form of payment that are compatible with the blockchain on which you intend to mint the NFT and/or which is available on the Site. You must have all necessary legal authorization to use that wallet and/or payment to complete the transaction.

      6. No Refunds. All transactions are irreversible, final and there are no refunds. Please carefully review your order prior to submitting.

  5. Inaccuracy Disclaimer: From time to time, there may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice (including after you have submitted your order). If you do not wish to continue with your order after pricing or other information has been corrected, please contact us right away and we will work with you.

  6. Additional Terms

    Some of our Services have additional terms and conditions ("Additional Terms"). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using that Service, you agree to the Additional Terms. Additional Terms include, without limitation, the TuneGO Distribution Service Terms and Conditions.

  7. Acceptable Use of the Site and Services

    You are responsible for your use of the Site and Services, and for any use of the Services made using your Account or wallet. Our goal is to create a positive, useful, legal and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Services, you may not:

    • violate any law or regulation;
    • violate, infringe, or misappropriate other people's intellectual property, privacy, publicity, or other legal rights;
    • post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
    • send unsolicited or unauthorized advertising or commercial communications, such as spam;
    • engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Services;
    • transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
    • stalk, harass, or harm another individual;
    • impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
    • use any means to scrape or crawl any Web pages contained in the Site;
    • attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services;
    • attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Services; or
    • advocate, encourage, or assist any third party in doing any of the foregoing.
  8. Access to App (applicable only to the extent that you download the App)

    1. If you download the App from the Apple Store or Google Play App Store, subject to your compliance with these Terms and the Apple Store or Google Play App Store terms, TuneGO hereby grants you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term right to access the App solely for personal, non-commercial use on a single mobile device owned or otherwise controlled by you, strictly in accordance with the App's documentation and these Terms.

    2. As between the parties, TuneGO owns all right, title and interest in and to App, and any intellectual property rights associated with it. TuneGO reserves all rights in and to App not expressly granted to you in these Terms. Except as expressly permitted by these Terms, by law, or by applicable third party license, you must not and must not allow any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the App; (ii) host the App for the benefit of third parties; (iii) disclose or permit any third party to access the App, except as expressly permitted in these Terms; (iv) modify or create derivative works of the App, or merge the App with other software; (v) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the App or attempt to derive any of its source code, in whole or in part; (vi) modify, obscure, or delete any proprietary rights notices included in or on the App; (vii) otherwise use or copy the App in a manner not expressly permitted by these Terms; or (viii) use the App beyond its applicable term.

    3. By using the App, you acknowledge that this Section of the Terms is entered into by and between TuneGO and not with Apple, Inc. or Google, Inc. Notwithstanding the foregoing, you acknowledge that Apple, Inc. and its subsidiaries are third-party beneficiaries of this Section and that Apple, Inc. and Google, Inc. have the right (and is deemed to have accepted the right) to enforce this Section. TuneGO is solely responsible for the App and any content contained therein. You acknowledge that Apple, Inc. and Google, Inc. have no obligation whatsoever to furnish any maintenance and support services with respect to the App. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S. Government "watch list" of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.

    4. In the event of any third party claim that the App or your possession and use of the App infringes that third partys intellectual property rights, TuneGO, not Apple, Inc. or Google, Inc., will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

    5. This Section 8 only applies to the extent that you have access to the App. Upon deletion of the App from your mobile device, all rights granted to you in this Section will also terminate, and you must cease use of the App and delete all copies of the App from your mobile device and account. Termination will not limit any of TuneGO's rights or remedies at law or in equity.

  9. User Content

    The Site and some of our Services allow you to upload, submit, store, send, or receive content and data ("User Content"). User Content includes, without limitation, any art, media or other creative works, including the Works. You retain ownership of any intellectual property rights that you hold in that User Content.

    When you provide User Content to the Services, you give us permission under all of the rights in any copyright associated with the User Content to reproduce and use your User Content for all activities and purposes related to operating the Site and Services as they exist now and in the future. This license is for the limited purpose of operating, promoting, and improving the Site and Services, and to develop new Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is fully-paid and royalty free, meaning we do not owe you anything for the right to use of your User Content. You agree we may exercise our rights under this license anywhere in the world and in any media. The license is perpetual, meaning that our rights under this license continue even after you stop using the Site and Services.

    You promise that:

    • you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above; and
    • your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

    We may refuse to accept or transmit User Content for any reason. We may remove from the Services or disable access to any User Content for any reason.

  10. Ownership of the Services. Other than the User Content, we (or our licensors) own all right, title, and interest in and to (a) the Site and Services, including all software, text, media, and other content available on the Site and Services ("Our Content"); and (b) our trademarks, logos, and brand elements ("Marks"). The Site and Services, Our Content, and Marks are all protected under U.S. and international laws. The look and feel of the Site and Services are copyright © TuneGO. All rights reserved. You may not duplicate, copy, or reuse any portion of the Site, including any HTML/CSS, Javascript, or visual design elements or concepts without express written permission from us.

  11. Copyright and Intellectual Property Policy

    We respond to notices of alleged copyright infringement and terminate Accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

    • Your address, telephone number, and email address.

    • A description of the copyrighted work that you claim has been infringed.

    • A description of where the alleged infringing material is located.

    • A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.

    • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

    • A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

    Copyright Agent:

    By email: copyright@tunego.com or by mail to:
    By mail: TuneGO, Inc.

    Attn: DMCA Complaints
    2505 Anthem Village Dr. #E283
    Henderson, NV 89052

    For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this Section your notice may not be valid.

    If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:

    • Your physical or electronic signature;

    • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

    • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

    • Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the judicial district in which your physical address is located, or if your physical address is located outside of the United States, then to the federal court in Richmond, VA and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

    After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

    After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

  12. Privacy

    Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others. You are responsible for maintaining the confidentiality of your Account information, including your private key. You are responsible for all activities that occur under your Account and you agree to notify us immediately of any unauthorized access or use of your Account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your Account.

  13. Links

    The Site and Services may contain links to other websites and online resources. A link to a third party's website does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.

  14. Changes to the Services

    We enhance and update the Site and Services often. We may change or discontinue the Services at any time, with or without notice to you.

  15. Termination

    We reserve the right to not provide the Services to any person. We also reserve the right to terminate any user's right to access the Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

  16. Disclaimer and Limitations on Our Liability

    YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS ("AFFILIATES") DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

    IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES. OUR COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY THAT THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FURTHER, COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.

    YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

    THE NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSACTION THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH COMPANY DOES NOT CONTROL. YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting NFT transactions, to the extent caused by or related to third-party technology, platforms, services or other functionality, including without limitation any wallets, smart contracts, blockchains or file storage systems.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE'VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS YOU HAVE ACTUALLY PAID US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

    You understand and agree that we have set our fees and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

  17. Indemnification

    To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless our company and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, relating to, any actual or alleged breach of these Terms by you or anyone using your Account or wallet. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

  18. Arbitration Agreement & Waiver of Certain Rights

    Except as set forth below, you and we agree that we will resolve any disputes between us (including any disputes between you and a third-party agent of ours) through binding and final arbitration instead of through court proceedings. You and we hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes between you and us or you and a third-party agent of ours (each a "Claim") shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms including, but not limited to, a claim that all or any part of these Terms is void or voidable.

    If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

    This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

    Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a "public injunction" and any such "public injunction" may be awarded only by a federal or state court. If either party seeks a "public injunction," all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a "public injunction" in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party's claim or prayer for "public injunctive relief." In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

    If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. This Section of the Terms will survive the termination of your relationship with us.

    THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

  19. Other Provisions

    Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

    These Terms will be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to any conflict of laws rules or provisions.

    Without altering the arbitration requirement set forth above, in the event any action of whatever nature relating to these Terms, the Site, or Services must be filed in a court, we mutually agree that such action may only be filed in the state or federal courts located in Richmond, VA. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action and agree not to challenge the personal jurisdiction or convenience of the forum.

    If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

    The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.

    We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

  20. Changes to these Terms

    From time to time, we may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms on the Site. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use the Services, you are agreeing to the revised Terms. You may be required to indicate accept of the changed Terms to continue use of the Services.

PLEASE PRINT A COPY OF THESE TERMS FOR YOU RECORDS AND PLEASE CHECK THE SITE FREQUENTLY FOR ANY CHANGES TO THESE TERMS.