Effective Date: March 10, 2022
FALCON WALLET IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION OR CREDITOR. THE SERVICES ARE OFFERED AS AN ADMINISTRATIVE PLATFORM ONLY.
- Using Our Services
Important disclaimers. Falcon Wallet is not intended as, and does not provide, any investment or financial advice whatsoever. As with any financial or investment decisions, you should conduct your own research and due diligence investigation, to properly evaluate the benefits and risks of any investment or financial transaction. You should also seek the advice and guidance of qualified accountants, financial advisors, tax advisors, legal counsels and investment advisors, in connection with any investment or financial transaction.
Eligibility. To be eligible to use the Services you must be at least the age of majority in the jurisdiction they access the Services .
Service Users. In order to use our Services, you will need to provide an email address that will be associate with your Digital Wallet (as defined below). Upon providing your email address you become a Service User (“Service User”). By becoming a Service User, you agree: (a) to provide accurate, current and complete information about yourself; (b) to maintain and promptly update from time to time as necessary your information; (c) to maintain the security of your password and accept all risks of unauthorized access involving your email and password combination and the information you provide to us; (d) to immediately notify us if you discover or otherwise suspect any security breaches related to the Services, or your email and password combination; (e) that you will use our Services only for yourself, and not on behalf of any third party, unless authorized by such third party; and (f) that you are fully responsible for all activity on the Services that occurs under your email and password combination. We may, in our sole discretion, refuse to allow you to become a Service User, or limit the number of Digital Wallets (as defined below) that you may associate with the Services, or suspend or terminate any Service User, including access to your Falcon Wallet (defined below).
You also agree that you will not:
- Use the Services under a different email address if we’ve disabled access for you under a different email address, unless you have our written permission first;
- Buy, sell, rent or lease access to the Services under your email and password combination to any third party, unless you have our written permission first;
- Share your email and password combination with anyone; or
- Log in or attempt to log in to access the Services through any unauthorized third party application(s) or client(s).
Account Communication. By becoming a Service User, you consent to receive electronic communications from Falcon Wallet (e.g., via email, by posting notices to the Services, etc.). These communications may include notices about your use of the Services (e.g., email changes and/or other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and/or other news or information that we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the instructions to unsubscribe, as provided therein.
Account Verification and Additional Information. Falcon may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (or so-called “legalization”) of incomes obtained by criminal means, or for counteracting the financing of terrorism. Falcon may also require you to provide additional information and/or documents in cases where it has reason to believe that:
- Your use of the Services is related to money laundering or any other illegal or illicit activity;
- You have concealed or reported false identification information and/or other details; or
- Transactions effected via your email and password combination were effected in breach of these Terms.
In such cases, Falcon, in its sole discretion, may pause or cancel your access to any or all Services until such additional information and/or documents are reviewed by Falcon and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, Falcon, in its sole discretion, may refuse to provide the Services to you.
- Digital Wallet
As part of the Services, you are able to create or import a so-called “digital asset wallet” (each, a “Digital Wallet”).
Falcon Wallet. If you chose to create a new Digital Wallet on the Services (each, a “Falcon Wallet”), you may be required to provide us additional information, such as an email address and password. Each Falcon Wallet is a non-custodial Digital Wallet that will allow you to store, send and/or receive decentralized digital asset(s) designed to be used over the Internet (each, a “Digital Asset” and, collectively, “Digital Assets”).
Imported Wallet. If you chose to import an existing Digital Wallet onto the Services, you may be required to provide us additional information, such as an email address and password. An imported Digital Wallet, once imported, shall be deemed to be a Falcon Wallet for purposes of these Terms, and is subject to the same requirements and restrictions as a Falcon Wallet.
Non-Custodial Digital Wallet. Each Falcon Wallet is a non-custodial Digital Wallet and, as a result, Falcon shall not have access to or store in any manner your private key, with respect to such Falcon Wallet. You are solely responsible for safe keeping, storing, and retaining any private key(s), in addition to your password. It is important you understand that, should you forget or lose access to any of your private key(s), Falcon will be unable to reset or recover it for you or assist you in regaining access to any applicable Falcon Wallet(s), and you will not be able to recover any digital currency or other digital assets stored in such Falcon Wallet(s).
Seed Phrase. A so-called “seed phrase” is a mnemonic series of words generated in connection with the creation of a Digital Wallet that allows you to access the Digital Asset(s) associated with such Digital Wallet. As long as you have your seed phrase, you will be able access the Digital Asset(s) associated with the Digital Wallet connected to such seed phrase — even if you delete such Digital Wallet from the Services or otherwise lose access to such Digital Wallet. Falcon does not have access to or ability to view any of your seed phrases. You are solely responsible for safely and securely retaining your seed phrase(s) and Falcon will not be able to help you recover any seed phrase(s) to which you lose access.
Supported Digital Currencies. The Services are intended solely for the proper use of those certain Digital Assets supported by us and/or the Services, as expressly designated on the Services. Under no circumstances should you attempt to use your Falcon Wallet to store, send, request or receive any assets other than such supported Digital Assets. Falcon assumes no liability or responsibility in connection with any attempt to use your Falcon Wallet with any Digital Asset(s) that we do not expressly support.
- Termination of Falcon Wallet Account
Suspension, Termination, and Cancellation. Falcon may, at its option and in its sole discretion: (a) suspend, restrict or terminate your access to any or all of the Services, and/or (b) deactivate or cancel your email address(es), if: (i) we are so required by a facially valid subpoena, court order or binding order of any government authority; (ii) we reasonably suspect you of using the Services in connection with any Prohibited Uses (as defined below); (iii) your use of the Services is subject to any pending litigation, investigation or government proceeding and/or we, in our sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) any of our service partners are unable to support your use thereof; (v) you take any action that Falcon deems in its sole discretion as circumventing Falcon’s controls, or abusing promotions which Falcon may offer from time to time; or (vi) you breach these Terms.
If Falcon suspends or closes your account or terminates your use of the Services for any reason, we will provide you with notice of our actions, unless a court order or other legal process prevents or prohibits Falcon from providing you with such notice. You acknowledge that Falcon’s decision to take certain actions, including limiting access to, suspending or disassociating your Digital Wallet from the Services, may be based on confidential criteria that are essential to Falcon’s risk management and/or security protocols. You agree that Falcon is under no obligation to disclose the details of its risk management and/or security procedures to you.
You will be permitted to transfer Digital Asset(s) or funds associated with your Falcon Wallet(s) for ninety (90) days after any associated Service User deactivation or cancellation, unless such transfer is otherwise prohibited (i) under applicable law or regulation, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order. You may disassociate your Digital Wallet from us and/or the Services by contacting us at email@example.com. You will not be charged for disassociating your Falcon Wallet(s). You authorize us to cancel or suspend any pending transactions at the time of any such disassociation, to the fullest extent possible (provided, that you acknowledge that, due to the nature of the blockchain technology on which the Services are based, any such cancellation or suspension may not be technically possible).
- User Conduct
Prohibited Uses. You may not use the Services to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive, and Falcon reserves the right to update or amend such list in its sole discretion at any time, with or without notice to you. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at firstname.lastname@example.org. By becoming a Service User, you agree that you will not use your email and password combination to do or undertake any of the following, as determined by Falcon in its sole discretion:
- Abusive Activity: Actions which: (i) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (ii) transmit or upload any material to the Services that contains viruses, trojan horses, worms or any other harmful or deleterious programs; (iii) attempt to gain unauthorized access to the Services, other Falcon Wallets not belonging to you, computer systems or networks connected to the Services, through password mining or any other means; (iv) use the email and password combination of any third party to access or use the Services, except in the case of applications which are specifically authorized by a third party to access such third party’s Falcon Wallet and information; or (v) transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Falcon.
- Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance or regulation, sanctions programs administered in any of the countries where Falcon conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity.
- Abuse Other Users: Interfere with another individual's access to or use of the Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; or harvest or otherwise collect information from the Services about others, including without limitation email addresses and/or public or private Digital Wallet keys, without proper consent.
- Fraud: Activity which operates to defraud Falcon, any Falcon user(s) or any other person, or provide any false, inaccurate or misleading information to Falcon.
- Copyright and License to You
Information Ownership. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Falcon logo and all designs, text, graphics, pictures, information, data, software, sound files and/or other files related thereto and/or associated therewith and the selection and arrangement thereof (collectively, “Content”) are and shall remain the sole and proprietary property of Falcon or our affiliates or licensors, if and as applicable.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will terminate immediately and you must, at our option, either return or destroy any copies of the Content you have made. No right, title or interest in or to the Services or any Content thereon is or shall be transferred to you, and all rights not expressly granted herein are reserved by Falcon. Any use of the Services not expressly permitted by these Terms shall be deemed a material breach of these Terms and may violate copyright, trademark and/or other laws.
Third Party Intellectual Property. Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by Falcon or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern the usage of such software components, as applicable.
Third Party Services. The Services may contain links to third-party websites (“Third-Party Websites”) and/or applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Falcon. Falcon is not responsible for any Third-Party Websites or Third-Party Applications and shall not be liable with respect to any use thereof. Falcon provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to Third-Party Websites or Third-Party Applications or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When you leave our Services, these Terms and any of our other policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Links to our Services. You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Services for noncommercial purposes, provided that such link does not portray Falcon or our affiliates or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner, and does not imply that Falcon is affiliated with or supports or endorses any product or service, and provided further that the linking site does not contain any adult or illegal material or any material that may be deemed, in Falcon’s sole discretion, offensive, harassing or otherwise objectionable. This limited right may be revoked or modified by us at any time, for any reason. You may not use a logo or other proprietary graphic or intellectual property of Falcon to link to the Services or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Falcon trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout or design of any page, or form contained on a page, on the Services without our express written consent.
Trademark. The Falcon logo and any Falcon product or service names, logos or slogans that may appear on the Services are trademarks of Falcon or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any so-called “metatags” or other “hidden text” utilizing “Falcon” or any other name, trademark or product or service name of Falcon or our affiliates without our prior written permission. In addition, the look and feel of the Services and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Falcon and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Falcon names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Falcon.
Limited License to You. These Terms grant users a limited and non-exclusive right to use the Services. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of the material on our Services, except as follows:
- Your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your web browser for display enhancement purposes.
- If we provide desktop or mobile applications or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide any so-called “social media” features as part of the Services, you may take such actions as are enabled by such features and are consistent with these Terms.
You must not:
- Modify copies of any materials from the Services (e.g., any Content).
- Use any illustrations, photographs, video or audio sequences or any graphics available through the Services separately from the accompanying text.
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials available through the Services.
If you wish to make any use of Content other than that set out in this Section, please address your request to: email@example.com.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Falcon, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Falcon Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services, (b) any feedback you provide, (c) your violation of these Terms, and/or (d) your violation of any right(s) of any third party. You agree to promptly notify Falcon of any Claim(s) and shall cooperate fully with the Falcon Parties in defending such Claims. You further agree that the Falcon Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND FALCON.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY FALCON, THE SERVICES, CONTENT CONTAINED THEREIN, AND ANY DIGITAL ASSET(S) LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. FALCON (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. FALCON DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, CONTENT CONTAINED THEREIN. FALCON DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. WHILE FALCON ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT SAFE, FALCON CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT OR OUR SERVERS IS/ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF ANY DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS, PRIVATE KEYS OR SEED PHRASES, INCORRECTLY CONSTRUCTED TRANSACTIONS OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR ANY DIGITAL ASSET(S).
Falcon is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of any software (e.g., wallet, so-called “smart contract,” etc.), blockchain(s) or any other feature(s) of the Services. Falcon is not responsible for casualties due to any late reporting by developers or representatives (or no reporting at all) of any issues with the blockchain(s) supporting any of the Digital Asset(s), including forks thereof, technical node issues or any other issues that result in any loss of funds.
Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by gross negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, SOLELY TO THE EXTENT SUCH EXCLUSION IS SO PROHIBITED BY APPLICABLE LAW.
- Assumption of Risk
Volatility. The prices of blockchain-based digital assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect Digital Asset(s), which may also be subject to significant price volatility. We cannot guarantee that purchasing any Digital Asset(s) will not result in the loss of money or other value.
Taxes. You are solely responsible for determining what, if any, taxes apply to your Falcon Wallet(s). Neither Falcon nor any other Falcon Party is responsible for determining the taxes that apply to any Falcon Wallet(s).
Digital Assets / Cryptocurrency. The Services involve and/or rely upon certain blockchain technology, including decentralized, distributed public ledger(s), which offer many benefits, but also presents certain inherent risks that you assume by using the Services, including without limitation, that:
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of Digital Asset(s).
- The regulatory regime governing blockchain technologies, digital assets, cryptocurrencies and/or so-called “tokens” is uncertain, and new regulations or policies may materially adversely affect the development of the Services and/or the utility of Digital Asset(s).
- Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL FALCON OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR ANY 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, LOSS OF DIGITAL ASSETS, LOSS OF ACCESS TO ANY FALCON WALLET, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY CONTENT ON THE SERVICES OR ANY OTHER WEBSITES AND MOBILE APPLICATIONS OR ANY ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT WILL FALCON’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, DIGITAL ASSETS OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY FALCON FROM THE SALE OF DIGITAL ASSETS THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.
THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.
- Dispute Resolution
This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.
Informal Process. You agree that in the event of any dispute between you and Falcon, you will first contact Falcon and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
Agreement to Arbitrate. After the informal dispute resolution process, any remaining dispute, controversy or claim (collectively, “Dispute”) relating in any way to these Terms or Falcon’s services and/or products, including but not limited to the Services, or relating in any way to the communications between you and Falcon or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies to you and to Falcon. However, this arbitration agreement does not (a) govern any Dispute by Falcon for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms, or (b) bar you from making use of applicable small claims court procedures in appropriate cases.
You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Falcon are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to:
Arbitration Procedure and Rules.
Any controversy or claim arising out of or relating to these Terms, or the breach thereof, including all questions of arbitrability, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be California, and the language of the arbitration shall be English.
You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator as set forth below.
The arbitrator shall issue a reasoned award and, subject to the limitation of liability set forth above, shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of iura novit curia. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.
YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH COMPANY MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.
Governing Law and Venue. These Terms, your access to and use of the Services and Content, and your participation in the Services, shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflict of law rules or principles of the State of California, or any other jurisdiction that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts sitting in the State of California.
Severability. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
Wavier. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Assignability. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Falcon’s prior written consent.
Notices. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.