DatawalletDatawallet

Terms of Service

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 12 AND SECTION 13 OF THIS DOCUMENT CONTAIN A BINDING ARBITRATION PROVISION THAT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS (RATHER THAN JURY TRIALS OR CLASS ACTIONS) AND LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.

DATAWALLET TERMS OF USE

Last Modified: February 05, 2019

1. Acceptance of the Terms of Use. These Terms of Use are entered into by and between you (acting in your capacity as an employee or other representative of your company or other entity, if applicable), and Datawallet, Inc. (“Datawallet”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of datawallet.com (the “Website”) and any Datawallet browser extension (“Extension”), including any content, functionality, and services offered on or through those offerings (collectively, the Website and the Extension are the “Service”). Please read the Terms of Use carefully before you start to use the Website or download the Extension. By using the Service or by clicking to accept or agree to the Terms of Use, you accept and agree to be bound by these Terms of Use and our Privacy Policy, found at https://datawallet.com/privacy (“Privacy Policy”), incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access, download or use the Service.

2. Changes to These Terms. We reserve the right to change these Terms of Use at any time upon notice. We may give notice by posting the updated Terms of Use on the Website or by any other reasonable means. You can review the most current version of these Terms of Use at any time at https://datawallet.com/terms. The Terms of Use in effect at the time of your use of the Service apply. Updated Terms of Use are binding on you with respect to your use of the Service on or after the date indicated in the updated Terms of Use. If you do not agree to the updated Terms of Use, you must stop using the Service. Your continued use of the Service after the date of the updated Terms of Use will constitute your acceptance of the updated Terms of Use.

3. Accessing the Service.We reserve the right to withdraw or amend the Service, and any service, content or material we provide on the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to the Service. To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on or in connection with the Service is correct, current, and complete. You consent to all actions we take consistent with our Privacy Policy (https://datawallet.com/privacy) with respect to all information you provide to the Service, including but not limited to through the use of any interactive features on the Service (“User Submissions”). If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. If you are an entity, you may disclose your username and password to your employees with a need to know this information to use the Service on your behalf. You must ensure that all such employees that are authorized by you to access and use the Service are aware of and comply with these Terms of Use. You also acknowledge that your account (and any private key generated through your use of the Service) is personal to you and agree not to provide any other person with access to the Service or portions of it using your username, password, key, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username, password, key or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are responsible for all activities that occur under your account. You accept all risks of unauthorized access of your account. We may disable any username, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

4. Use of Information Provided by You. We can use User Submissions to contact you about our products or services. We will use User Submissions in accordance with our Privacy Policy (https://datawallet.com/privacy). You acknowledge, represent and agree that any User Submission is submitted voluntarily and is not confidential or proprietary, and that your User Submission does not establish a relationship between you and us. You hereby grant Datawallet and its affiliates a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Submissions, except as otherwise prohibited by applicable law, our Privacy Policy, or these Terms of Use. You waive any right to compensation of any type for your User Submissions. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that use of User Submissions by us does not violate any law. You may not upload to, distribute, or otherwise publish through the Service any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that may constitute or encourage a criminal offense, violate the rights of any party or that may otherwise give rise to liability or violate any law.

5. Intellectual Property Rights. The Extension is downloadable software, which may update automatically to newer versions. Effective when you download the Extension and click the button to accept these Terms of Use, we grant you a worldwide, non-exclusive and non-transferable limited right to use the Extension for your personal, non-commercial use. The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by Datawallet, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Service without our prior written consent. The Datawallet name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Datawallet or its affiliates or licensors. You must not use such marks without the prior written permission of Datawallet. Any other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners. Under no circumstances will you acquire any ownership rights or other interest in any such marks or content on the Service by or through your use of the Service.

6. Permitted Uses. You represent and warrant that (1) you are at least 13 years of age; (2) you have full power and authority to agree to these Terms of Use; (3) you are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States; (4) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (5) you are not identified as a “Specially Designated National” by the United States government; and (6) you will not access the Service if you have previously been prohibited from doing so or if any laws prohibit you from doing so. We do not intend for the Service to be used by persons or entities in countries or jurisdictions that require us to obtain a registration or license. If you are in such a country or jurisdiction, you are not authorized to and agree that you will not use the Service. You may use the Service only for lawful purposes and in accordance with these Terms of Use.. You agree not (a) to use the Service in any way that violates any applicable federal, state, local, or international law or regulation, including export laws and regulations (b) use the Service for any unauthorized, fraudulent, or malicious purpose, (c) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm Datawallet or users of the Service or expose them to liability, (d) use the Service in any manner that could disable, overburden, damage, or impair the site, (e) use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service, (f) to access systems, data or information not intended by us to be made accessible to a user, (g) to obtain or attempt to obtain any materials or information through any means not intentionally made available by us; or (f) to use the Service for any use other than the purpose for which it was intended.

7. No Legal Advice. The information, resources, compliance tools, and services provided by the Service are not intended to be, and may not be used as, legal advice. No attorney-client relationship is formed between you and us. Your use of the Service is at your own risk. You should consult with qualified legal counsel before for any advice about your rights under applicable data privacy and data security laws, or in regard to the Service. We are not a law firm, do not represent or advise clients in any matter, and are not bound by the professional responsibilities and duties of a legal practitioner. Nothing in the information and services provided by the Service, nor any receipt or use of such services, shall be construed or relied on as creating any attorney-client relationship or providing any legal representation, advice or opinion whatsoever by us.

8. Links from the Service. If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites or services linked to the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.

9. Disclaimer of Warranties. YOUR USE OF THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE AT YOUR OWN RISK. THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER DATAWALLET NOR ANY PERSON ASSOCIATED WITH DATAWALLET MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER DATAWALLET NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICE OR THE EQUIPMENT THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, DATAWALLET HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

10. Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL DATAWALLET, 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 SERVICE, ANY WEBSITES LINKED TO IT, OR ANY CONTENT ON THE SERVICE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, 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.

 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, LOSS, OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN THIS SECTION 10 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED IN THOSE JURISDICTIONS. IF YOU LIVE, OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS, ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW, AND, IF LIMITATION IS NOT PERMITTED, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 MAY NOT APPLY TO YOU.

11. Indemnification. You agree to defend, indemnify, and hold harmless Datawallet, 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 third-party 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 of Use or your use of the Service, (b) any User Submission made by you, or (c) your violation of any other party’s rights or applicable law.

12. Arbitration and Governing Law. YOU WILL SUBMIT ANY DISPUTES ARISING FROM THE USE OF THESE TERMS OF USE OR THE SERVICE, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING NEW YORK LAW. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS-ACTION BASIS. FURTHERMORE, UNLESS YOU AND DATAWALLET AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL, UNLESS BOTH YOU AND DATAWALLET AGREE OTHERWISE. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION. These Terms of Use will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions.

13. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14. Electronic Notice and Signature. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively,“Communications”). We may provide these Communications to you by posting them via the Website, by emailing them to you at the email address you provide, or by sending an SMS or text message to a mobile phone number that you provide. You should maintain copies of all Communications. You may contact us through email at support@datawallet.com if you have any questions regarding any Communication. You further consent and agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act while using the Service, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third party verification will not affect the enforceability of your signature or any resulting contract between you and us.

15. General. If any provision of these Terms of Use is held by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. You and Datawallet intend that the provisions of these Terms of Use be enforced to the fullest extent permitted by applicable law. Accordingly, you and Datawallet agree that if any provision is deemed unenforceable, it will be modified where possible to the extent necessary to make it enforceable, which may include its deletion. Datawallet may assign these Terms of Use, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use or assign, transfer, or sublicense your rights, if any, to access or use the Service or its content, and any attempt by you to do so is void. Datawallet’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on Datawallet if it is in a written document signed by Datawallet. These Terms of Use (including any incorporated terms) constitute the entire agreement between you and Datawallet with respect to the Service and its contents. Both you and Datawallet warrant to each other that, in entering into these Terms of Use, neither Datawallet or you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms of Use. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and Datawallet, or Datawallet’s successors and assigns, will have any right to enforce any of these Terms of Use. Neither these Terms of Use nor the Service create partnership, joint venture, employment, or other agency relationships between us. You may not enter into any contract on our behalf or bind us in any way.

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