Last Updated: July 17, 2020
Welcome to Ashlar. Ashlar provides a block explorer known as ViewBlock (as modified from time to time, "ViewBlock") that enables our customers (the "Customers" or "you") to more easily view blockchain data, and a search engine known as Bitsearch (as modified from time to time, "Bitsearch") that scrapes and processes data stored on public blockchains and provides Customers a way to search for such data. The websites at ashlar.io, viewblock.io and bitsear.ch (collectively, the "Site") and the various other related services, premium and other features, functions, software, applications and websites (together with ViewBlock, Bitsearch and the Site, collectively the "Ashlar Services") are provided and operated, and are being made available to you and the other Customers, and the other users of any of the Ashlar Services (collectively, "Users") by Ashlar Inc. ("Ashlar", "us" or "we"). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.
We reserve the right to provide separate terms of service for specific Services or specific activities and programs (e.g., competitions) (collectively, the " Specific Terms"). If so, to the extent that the Specific Terms conflict with these Terms, the Specific Terms shall apply.
These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against Ashlar to binding and final arbitration. You will only be permitted to pursue claims against Ashlar on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
To access and use ViewBlock, Bitsearch, the Site and the other Ashlar Services, you must be at least 13 years of age. If you are 13 to 17 years old, your parent or legal guardian must accept these Terms for you, and all references to "you" in these Terms shall mean you and the parent or legal guardian who accepted these Terms for you. BY CLICKING THE "I AGREE" BUTTON, BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING VIEWBLOCK, BITSEARCH OR ANY OF THE OTHER ASHLAR SERVICES, YOU REPRESENT TO ASHLAR THAT:
YOU HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE, VIEWBLOCK, BITSEARCH OR ANY OF THE OTHER ASHLAR SERVICES;
YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ASHLAR;
YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS, RULES AND REGULATIONS; AND
YOU ARE NOT BE A COMPETITOR OF ASHLAR AND DO NOT INTEND TO USE VIEWBLOCK, BITSEARCH OR ANY OF THE OTHER ASHLAR SERVICES FOR REASONS THAT ARE IN COMPETITION WITH ASHLAR OR OTHERWISE TO REPLICATE SOME OR ALL OF THE OTHER ASHLAR SERVICES FOR ANY REASON.
3. ViewBlock and Bitsearch
3.1 ACCESSING AND USING VIEWBLOCK AND BITSEARCH
To access and use ViewBlock or Bitsearch, you do not need to register or create an account.
3.2 INFORMATION ON THE SITE
Any information published on the Site is for reference purposes only. A large amount of information on the Site is based on third party sources. All information is accepted "as is" and you use this information at your own risk.
4. Fees and Refunds
There are no fees to access and use ViewBlock, Bitsearch or any of the other Ashlar Services.
4.2 CHANGES IN FEES AND PAYMENT METHODS
Ashlar reserves the right at any time to change any of its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by notifying you by email.
ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS OTHERWISE REQUIRED BY LAW OR AGREED TO BY ASHLAR IN ITS SOLE DISCRETION.
5. License Grant; Unauthorized Use.
5.1 LICENSE GRANT
Subject to your compliance with all the terms and conditions set out in these Terms, Ashlar hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right to access and use ViewBlock, Bitsearch, the Site, and the other Ashlar Services, to the extent of, and in accordance with, these Terms. By using the Ashlar Services, you acknowledge and agree that the Ashlar Services contain and display our proprietary content as well as content owned and/or provided by you and by third parties (collectively, " Content").
5.2 PREVENTION OF UNAUTHORIZED USE
Ashlar reserves the right to exercise whatever lawful means it deems necessary to prevent the unauthorized access or use of ViewBlock, Bitsearch or the circumvention of the other Ashlar Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
6. Additional Policies.
When requesting, accessing or using ViewBlock, Bitsearch or any of the other Ashlar Services, you may be subject to any additional posted policies, guidelines or rules applicable to ViewBlock, Bitsearch, the Site and the other Ashlar Services which may be posted from time to time (as modified from time to time, the " Policies"). All such Policies are hereby incorporated by reference into these Terms.
8. Account Security.
You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and mobile devices, and you agree to accept responsibility for all activities that occur under your account or password.
If, at any time, you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any payment information (if applicable)), then you shall immediately notify Ashlar at firstname.lastname@example.org. You may be liable for the losses incurred by Ashlar or others due to any unauthorized use of your account or any of the Ashlar Services.
9. Modification of these Terms.
Ashlar reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site or any of the other Ashlar Services. If Ashlar updates these Terms, it will update the "last updated" date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of ViewBlock, Bitsearch or any of the other Ashlar Services after the posting of changes constitutes your binding acceptance of such changes. In the event of a change to these Terms that materially modifies your rights or obligations (including applicable fees), Ashlar will use commercially reasonable efforts to notify you of such change. Ashlar may provide notice through a pop-up or banner within any of the Ashlar Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Ashlar may require you to provide consent by accepting the changed Terms. If Ashlar requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Ashlar, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the Ashlar Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF ALL ASHLAR SERVICES.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
10. Digital Millennium Copyright Act.
Ashlar is committed to complying with U.S. copyright and related laws, and we require all of our Users who disseminate content through the Services to comply with these laws. Accordingly, all Users (including you) may not disseminate any material or content using the Services in any manner that constitutes an infringement of third-party intellectual property rights, including rights granted by U.S. copyright law. Owners of copyrighted works who believe that their rights under U.S. copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the " DMCA") to report alleged infringements. It is our policy in accordance with the DMCA and other applicable laws to reserve the right to terminate the rights of any user to access the Services if any such User is either found to infringe third-party copyright or other intellectual property rights, including repeat infringers, or who we believe, in our sole discretion, are infringing these rights. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue.
Our designated agent to whom you should address such notice is email@example.com.
If you believe that content that you or a third party owns has been used via the Services in a way that violates your or someone else's copyright or other intellectual property rights, please provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located; (d) your address, telephone number, email address or other information reasonably sufficient to permit us to contact you; (e) if possible, information sufficient to allow Ashlar to notify the owner/administrator of the allegedly infringing content; (f) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and (g) a statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that material is infringing your copyrights. Accordingly, if you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney. If we remove or disable access to allegedly infringing material, we will make a good-faith attempt to contact the person who submitted the affected material or content so that they may make a counter notification in accordance with Sections 512(g)(2) and (3) of the DMCA. Ashlar accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
11.1 POSTING BY YOU OF CONTENT ON BLOCKCHAIN.
You may be able to post smart contract code, data and other information onto certain blockchain platforms, including Arweave. You understand and agree that this Content may be viewable though ViewBlock and THAT ASHLAR HAS NO CONTROL OVER ANY BLOCKCHAIN PLATFORM AND THEREFORE CANNOT REMOVE OR MODIFY ANY CONTENT FROM THESE BLOCKCHAIN PLATFORMS.
11.2 CONTENT AND CONFIDENTIAL INFORMATION.
You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of your Content and the consequences of posting any Content. By uploading and publishing your Content, you affirm, represent, and warrant that: (1) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to post this Content; (2) your Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or violate or invade the right of privacy, publicity or other rights of any person or entity; and (3) your Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of any of the Ashlar Services. Violators of these third-party rights may be subject to criminal and civil liability. Ashlar reserves all rights and remedies against any Users who violate these Terms.
11.3 CONTENT DISCLAIMER.
You understand that when using ViewBlock, Bitsearch or any of the other Ashlar Services, you may be exposed to Content or other materials from a variety of sources, and that Ashlar is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content and other content. You further understand and acknowledge that you may be exposed to Content and other materials that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Ashlar with respect thereto. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content, and is protected by applicable intellectual property rights, including without limitation copyright and trademark law. Ashlar does not endorse any Content and other material or any opinion, recommendation or advice expressed therein, and Ashlar expressly disclaims any and all liability in connection with Content and other materials. If notified by a User or a content owner of any Content or other content or materials that allegedly do not conform to these Terms, Ashlar may investigate the allegation and determine what recourse (if any) it might have. For clarity, Ashlar does not permit copyright infringing activities on or through any of the Ashlar Services.
12. Prohibited Conduct.
BY REQUESTING, ACCESSING OR USING VIEWBLOCK, BITSEARCH OR ANY OF THE OTHER ASHLAR SERVICES, YOU AGREE NOT TO:
12.1 Decipher, decompile, disassemble, reverse engineer, modify, translate, or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of ViewBlock, Bitsearch or any of the other Ashlar Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);
13. Third-Party Sites.
The Ashlar Services may include links or references to other web sites or services owned or operated by third parties (" Third-Party Sites") solely as a convenience to Users. These services may include blockchain projects that support Ashlar and billing and payments. Bitsearch may also link to ipfs.io in its search results. Ashlar does not endorse any such Third-Party Sites or the services, information, materials, products, or services contained on or accessible through Third-Party Sites. Your use of Third-Party Sites is subject to the conditions, if any, that each of such Third-Party Sites has posted. Your correspondence or related activities with Third-Party Sites, including payment transactions and goods-delivery transactions, are solely between you and such third party. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through any of the Ashlar Services are solely between you and such advertiser. Access and use of Third-Party Sites, including the information, materials, products, and services on or available through Third-Party Sites are solely at your own risk.
You are responsible for any mobile and data charges that you may incur for using any of the Ashlar Services. If you are unsure what those charges may be, you should ask your service provider before using any of the Ashlar Services.
You agree that Ashlar in its sole discretion, for any or no reason, and without penalty, may terminate your access and use of ViewBlock, Bitsearch or any of the other Ashlar Services or any account (or any part thereof) that you may have with Ashlar and remove and discard all or any part of your account, user profile, at any time. Ashlar may also in its sole discretion and at any time prohibit you from accessing and using ViewBlock, Bitsearch or discontinue providing access to ViewBlock, Bitsearch or any of the other Ashlar Services, or any part thereof, with or without notice. You agree that any termination of your ability to access or use ViewBlock, Bitsearch or any of the other Ashlar Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Ashlar will not be liable to you or any third party for any such termination. Ashlar reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Ashlar to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that Ashlar may have at law or in equity. As provided herein, Ashlar does not permit copyright infringing activities on the Site or any of the other Ashlar Services, and Ashlar shall be permitted to terminate access to ViewBlock, Bitsearch or any of the other Ashlar Services. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD ASHLAR HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ASHLAR DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ASHLAR OR LAW ENFORCEMENT AUTHORITIES.
Your only remedy with respect to any dissatisfaction with (i) ViewBlock, Bitsearch, the Site or any of the other Ashlar Services, (ii) any term of these Terms, (iii) any policy or practice of Ashlar in operating ViewBlock, Bitsearch, the Site or the other Ashlar Services, or (iv) any Content viewable through ViewBlock, Bitsearch, is to terminate your use of the Ashlar Services and your account (if any). You may terminate your use of the Ashlar Services and your account (if any) at any time. After such termination, you must refrain from use of the Ashlar Services until authorized by Ashlar.
16. Ownership; Proprietary Rights.
ViewBlock, Bitsearch, the Site and the other Ashlar Services are owned and operated by Ashlar. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Ashlar Services provided by Ashlar (the " Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws All Materials contained on any of the Ashlar Services are the property of Ashlar or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Ashlar or its affiliates and/or third-party licensors. Except as expressly authorized by Ashlar, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Ashlar reserves all rights not expressly granted in these Terms.
Ashlar shall own and have the right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to ViewBlock, Bitsearch or any of the other Ashlar Services without restriction or payment of any kind to you.
You agree to indemnify, save, and hold Ashlar its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any third-party claims, losses, damages, or liabilities, including legal fees and expenses, arising out of your use or misuse of ViewBlock, Bitsearch, the Site or any of the other Ashlar Services, any Content, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. Ashlar reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Ashlar and you agree to cooperate with Ashlar's defense of these claims. Ashlar will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
18. No Warranties; Disclaimers.
18.1 NO WARRANTIES.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ASHLAR AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE " ASHLAR PARTIES") DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO VIEWBLOCK, BITSEARCH, THE SITE AND THE OTHER ASHLAR SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ASHLAR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT VIEWBLOCK, BITSEARCH, THE SITE OR THE OTHER ASHLAR SERVICES, INCLUDING, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE ASHLAR PARTIES OR THROUGH THE SITE OR THE OTHER ASHLAR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
18.2 "AS IS" AND "AS AVAILABLE" AND "WITH ALL FAULTS".
YOU EXPRESSLY AGREE THAT VIEWBLOCK, BITSEARCH, THE SITE OR ANY OF THE OTHER ASHLAR SERVICES, ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD-PARTY SITE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ANY OF THE ASHLAR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
18.3 PLATFORM OPERATION AND CONTENT.
THE ASHLAR PARTIES DO NOT WARRANT THAT THE DATA, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH VIEWBLOCK, BITSEARCH, THE SITE OR ANY OF THE OTHER ASHLAR SERVICES, OR ANY THIRD-PARTY SITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY ASHLAR, THE ASHLAR PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY OF THE ASHLAR SERVICES OR ANY THIRD-PARTY SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
18.5 HARM TO YOUR COMPUTER.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH VIEWBLOCK OR ANY OF THE OTHER ASHLAR SERVICES OR ANY THIRD-PARTY SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
19. Limitation of Liability and Damages.
19.1 LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL THE ASHLAR PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE VIEWBLOCK, BITSEARCH, THE SITE OR ANY OF THE OTHER ASHLAR SERVICES OR ANY THIRD-PARTY SITE, OR ANY OTHER INTERACTIONS WITH ASHLAR OR ANY OTHER CUSTOMER, EVEN IF ASHLAR OR AN ASHLAR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ASHLAR'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
19.2 LIMITATION OF DAMAGES.
IN NO EVENT WILL THE ASHLAR PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR ACCESS AND USE OF VIEWBLOCK, BITSEARCH OR ANY OF THE OTHER ASHLAR SERVICES OR THESE TERMS, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $25 AND (B) AN AMOUNT EQUAL TO THE FEES (IF ANY) PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
19.3 RELEASE FOR DISPUTES BETWEEN USERS.
If you have a dispute with any other Users (including any other Customer) or other third parties, you hereby release Ashlar and the other Ashlar Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
19.4 THIRD-PARTY SITES.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN ASHLAR AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE ASHLAR SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES.
19.5 BASIS OF THE BARGAIN.
YOU ACKNOWLEDGE AND AGREE THAT ASHLAR HAS OFFERED VIEWBLOCK, BITSEARCH AND THE OTHER ASHLAR SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ASHLAR, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ASHLAR. ASHLAR WOULD NOT BE ABLE TO AUTHORIZE YOU TO ACCESS AND USE OF VIEWBLOCK, BITSEARCH OR ANY OF THE OTHER ASHLAR SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
19.6 LIMITATIONS BY APPLICABLE LAW.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
20. United States Export Controls.
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Ashlar Services or any underlying intellectual property, information or technology except in full compliance with all United States, foreign and other applicable export control laws and regulations.
Ashlar may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on any of the Ashlar Services. Notice will be deemed given twenty-four hours after the email is sent, unless Ashlar is notified that the email address is invalid. Alternatively, Ashlar may give you legal notice by mail to a postal address, if provided by you through any of the Ashlar Services. In such case, notice will be deemed given three days after the date of mailing. Notices posted on any of the Ashlar Services are deemed given 30 days following the initial posting.
The failure of Ashlar to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Ashlar.
21.3 DISPUTE RESOLUTION.
If a dispute arises between you and Ashlar, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and Ashlar agree that any dispute, claim or controversy at law or equity that arises out of these Terms, ViewBlock, Bitsearch, the Site, or the other Ashlar Services (a " Dispute") will be resolved in accordance with this Section 21.3 or as Ashlar and you otherwise agree in writing. Before resorting to these dispute methods, Ashlar strongly encourages you to first contact Ashlar directly to seek a resolution.
(a) Choice of Law. These Terms shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS OR ANY OF THE ASHLAR SERVICES.
(b) Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
(i) ARBITRATION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND ASHLAR (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS OR ANY OF THE ASHLAR SERVICES, INCLUDING WITHOUT LIMITATION YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION AND YOU AND ASHLAR HEREBY EXPRESSLY WAIVE TRIAL BY JURY. ANY ARBITRATION SHALL BE IN ENGLISH AND THE PLACE OF ARBITRATION SHALL BE SAN FRANCISCO, CALIFORNIA. YOUR ARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION SHALL BE GOVERNED BY SUCH RULES. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND ASHLAR WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU MAY BRING DISPUTES ONLY ON YOUR OWN BEHALF.
Neither you nor Ashlar will participate in a class action or class-wide arbitration for any disputes covered by these Terms to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST ASHLAR INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Ashlar is a party to the proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 21.3(b) is found not to apply to you or your claim, you and Ashlar agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts covering San Francisco, CA. Both you and Ashlar irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Ashlar may bring a claim for equitable relief in any court with proper jurisdiction.
(iii) Survival. This arbitration agreement will survive the termination of your use of ViewBlock, Bitsearch or any of the other Ashlar Services or your relationship with Ashlar.
(c) 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 21.3 above by sending written notice of your decision to opt-out to firstname.lastname@example.org. The notice must be sent to Ashlar within thirty (30) days of your use of any of the Ashlar Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
(d) Improperly Filed Claims. All claims you bring against Ashlar must be resolved in accordance with this Section 21.3. All claims filed or brought contrary to this Section 21.3 shall be considered improperly filed. Should you file a claim contrary to this Section 21.3, Ashlar may recover attorneys' fees and costs up to $15,000, provided that Ashlar has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any provision of these Terms (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
21.5 RELATIONSHIP OF THE PARTIES.
The parties agree that nothing in these Terms shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the parties, or as authorizing either party to act as the agent of the other. You are and will remain an independent contractor in your relationship to Ashlar. Nothing in these Terms shall create any obligation between either party and a third party.
These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Ashlar without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
Upon termination of these Terms, your use of the Site, any of the other Ashlar Services or your relationship with Ashlar any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 4.3 and 10 – 21.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
21.9 ENTIRE AGREEMENT.
21.10 NO AGENCY.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
22.11 geographic restrictions
Ashlar is based in the state of California in the United States. Ashlar makes no claims that accessing or using or that any of the Ashlar Services or any of the content is accessible or appropriate outside of the United States. Accessing or using ViewBlock, Bitsearch, the Site or any of the other Ashlar Services may not be legal by certain persons or in certain countries. If you access any of these Ashlar Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Ashlar with respect thereto.
21.12. ELECTRONIC COMMUNICATIONS
The communications between you and Ashlar use electronic means, whether you visit the Site or the other Ashlar Services or send Ashlar e-mails, or whether Ashlar posts notices on the Site or the other Ashlar Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Ashlar in an electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Ashlar provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
ViewBlock, Bitsearch, the Site and the other Ashlar Services are offered by Ashlar Inc., 182 Howard Street, #717, San Francisco, CA 94105, and email: email@example.com.
If you are a California resident, you may have this same information sent to you by letter by emailing us at firstname.lastname@example.org with your physical address and a request for this information.
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.