Terms of Service

Last updated October 8, 2021

Introduction

Please read these terms of service (“Terms”) carefully. These Terms are between you (“You,” or “User”) and All In Bits, Inc. (“Tendermint,” “we,” “us,” or “our”) concerning your use of Emeris (“Emeris,” or “Site”), which acts as a front-end to decentralized finance protocols. These Terms apply to you as a user of Emeris, including all the products, services, tools and information made available via Emeris.

By using Emeris, you agree to these Terms.

Tendermint reserves the right to make changes to the Terms in its sole discretion. Changes are binding on Users of Emeris and will take effect immediately upon posting. As a User, you agree to be bound by any changes, variations, or modifications to the terms of service and your continued use of Emeris shall constitute acceptance of any such changes, variations, or modifications. You are advised to check these Terms periodically to familiarize yourself with any changes to the Terms.

NOTICE: Certain features on the site may be offered while still in “beta” form (“Beta Services”). By accepting these Terms or using the Beta Services, You understand and acknowledge that the Beta Services are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Services may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES.

1. Access to the Site

  1. Eligibility. You must be able to form a legally binding contract online either as an individual or on behalf of a legal entity. You represent that as a User, you have the legal authority to bind the company or other legal entity to these Terms and you are at least 18 years old or the age of majority where you reside, whichever is older, can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.

As a condition to accessing or using the Site, you:

  • will only use the Site in accordance with these Terms;
  • will ensure that all information that you provide on the Site is current, complete, and accurate
  • will ensure compliance with all US securities laws; and
  • will maintain the security and confidentiality of access to your cryptocurrency wallet address.
  1. Limitations. We may remove or amend the content of the Site at any time. However, some of the content may be out of date at any given time and we are under no obligation to update it. We do not guarantee that the Site, or any content on it, will be free from errors or omissions. We reserve the right to limit the availability of the Site to any person, geographic area or jurisdiction we so desire and/or to terminate your access to and use of the site, at any time and in our sole discretion. We may suspend or disable your access to the Site if we consider it reasonable to do so.

2. Services

  1. Emeris. You may only utilize Emeris by connecting your virtual currency wallet. The Emeris dashboard works with third-party web browser and mobile extensions, such as Keplr, to allow you to track and monitor a portfolio of Cryptocurrency Assets as well as access and interact with certain supported decentralized protocols and decentralized applications (collectively “dapps”). Tendermint does not control these protocols, dapps or associated modules that allow users to exchange cryptocurrency assets.

Using the protocols, dapps or associated modules accessible by the Emeris dashboard may require that you pay a fee. You acknowledge and agree that Tendermint has no control over any transactions over the Cosmos blockchain, or any other blockchains, or methods of payment of any transactions or any actual payments of transactions. Accordingly, you must ensure that you have a sufficient balance of the applicable cryptocurrency tokens stored at your protocol-compatible wallet address to complete any transaction on the Site.

  1. Third-Party Links. The Site may contain hyperlinks or references to third party websites. Any such hyperlinks or references are provided for your information and convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party website does not mean that we endorse that third party's website, products or services. Your use of a third-party site may be governed by the terms and conditions of that third-party site.

3. Intellectual Property Rights

We are the owner of all intellectual property rights on Emeris and the material published on it. These works are protected by copyright laws and all such rights are reserved. Emeris.com is the uniform resource locator (“URL”) for the Emeris site. You agree not to monitor, use or copy our web pages without our prior consent. Any unauthorized use or reproduction may be prosecuted.

You will retain ownership of all copyright in data you upload or submit to the Site. You grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute or publish and send this data in any manner.

You will comply with all applicable domestic and international laws, statutes, ordinances and regulations applicable to your use of the site.

  1. OFAC Compliance. The U.S. Department of the Treasury, through the Office of Foreign Assets Control (“OFAC”), prohibits U.S. companies from engaging in all or certain commercial activities with certain sanctioned countries (each a “Sanctioned Country”) and certain individuals, organizations or entities, including without limitation, certain “Specially Designated Nationals” (“SDN”) listed by OFAC. If you use the Site, you expressly represent that you are not located in a Sanctioned Country or is listed as an SDN. If Tendermint determines that the Site is being used by prohibited persons, it will take any and all actions to terminate that User’s access to the Site.

  2. Prohibited Activity. As a condition to accessing or using the Site, you will not:

  • Violate any applicable law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and any relevant and applicable privacy and data collection laws, in each case as may be amended;
  • Export, reexport, or transfer, directly or indirectly, any Tendermint technology in violation of applicable export laws or regulations;
  • Infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Site;
  • Misrepresent the truthfulness, sourcing or reliability of any content on the Site;
  • Use the Site in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site, or that could damage, disable, overburden, or impair the functioning of the Site or the Tendermint protocol in any manner;
  • Attempt to circumvent any content filtering techniques or security measures that Tendermint employs on the Site, or attempt to access any service or area of the Site that you are not authorized to access;
  • Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Site to extract data;
  • Introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site;
  • Post content or communications on the Site that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
  • Post content on the Site containing unsolicited promotions, commercial messages or any chain messages or user content designed to deceive or trick the user of the Site; or
  • Encourage or induce any third party to engage in any of the activities prohibited under these Terms.

5. Disclaimers

All disclaimers, indemnities and exclusions in these Terms shall survive termination of the Terms and shall continue to apply during any suspension or any period during which the Site is not available for you to use for any reason whatsoever.

  1. Assumption of Risk. You acknowledge that the Site and your use of the Site contain certain risks, including without limitation the following risks:
  • The value of cryptocurrency assets are volatile and can lose value;
  • That any smart contracts you interact with are entirely your own responsibility and liability, and that Tendermint is not party to any transactions;
  • At any time, your access to your cryptocurrency assets may be unavailable or there may be a delay in your access or use of your cryptocurrency assets which may result in the cryptocurrency assets diminishing in value.
  • Emeris may be suspended or terminated for any or no reason, which may limit your access to your cryptocurrency assets via Emeris.

Accordingly, you expressly agree that:

  • You assume all risk in connection with your access and use of the Emeris; and
  • That you expressly waive and release Tendermint from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of Emeris.
  1. Indemnity. You agree to defend, indemnify and hold harmless Tendermint, its affiliates, licensors and service providers, and its 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 your violation of these Terms or your use of the Site.

  2. No Warranties. Access to the Emeris Site is provided on an “AS IS” and “as available” basis only. We do not guarantee that the Site, or any content on it, will always be available or uninterrupted. From time to time, access may be interrupted, suspended or restricted, including because of a fault, error or unforeseen circumstances or because we are carrying out planned maintenance. We do not guarantee that the Site will be secure or free from bugs or viruses. We cannot promise that the use of the Site, or any content taken from the Site, will not infringe the rights of any third party.

  3. No Fiduciary Duty. To the fullest extent permitted by law, Tendermint is not responsible to you for any: (1) financial losses; (2) loss of use, data, business or profits; or (3) indirect, special consequential, exemplary, or punitive damages. This will be whether or not Tendermint warned of the possibility of such damages. Notwithstanding anything to the contrary in these terms, nothing in these terms excludes or limits liability for fraud, fraudulent misrepresentation, or for death or personal injury caused by gross negligence.

We will not be liable to you for any loss or damage you may suffer as a result of the Site being unavailable at any time for any reason.

  1. No Financial Advice. Nothing included in the site constitutes an offer or solicitation to sell, or distribution of, investments and related services by Tendermint to anyone in any jurisdiction. Certain content and materials available on Emeris are for informational purposes only and are not intended to address your particular requirements. In particular, the content and materials available on the Site do not constitute any form of advice or recommendation by us, should not be regarded as an offer, solicitation, invitation or recommendation to buy or sell investments, securities or any other financial services and is not intended to be relied upon by you in making any specific investment or other decisions. We recommend that you seek independent advice from financial advisory before making any such decision.

  2. Privacy. You are responsible for configuring your information technology, computer programs and platform in order to access the Site. You should use your own virus protection software.

6. Miscellaneous

  1. Severability. If any of the provisions in these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect., provided that the severance has not altered the basic nature of these Terms.

  2. Waiver. No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these terms and conditions or otherwise.

  3. Entire Agreement. These Terms and the documents referred to in them set out the entire agreement between you and Tendermint with respect to your use of the site and the services provided via the site, and supersede any and all prior or contemporaneous representations, communications or agreements (written or oral) made between you or us.

  4. Governing Law. Any dispute, controversy, or claim arising out of or in relation to these Terms, including the validity, Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.

  5. Disputes. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Despite the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, You and Emeris collectively agree to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco, California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND TENDERMINT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

With respect to all persons and entities, regardless of whether they have obtained or used the site for personal, commercial or other purposes, all disputes, controversies or claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND TENDERMINT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

7. Contacting Us

Should you have any question about these Terms, or wish to contact us for any reason whatsoever, please do so by sending us an email at legal@tendermint.com.