Last Updated: May 3, 2023
YOUR USE OF THE SERVICE IN ANYWAY MEANS THAT YOU AGREE TO ALL OF THESE TERMS, AND THESE TERMS WILL REMAIN INEFFECT WHILE YOU USE THE SERVICE. THESE TERMS INCLUDE THE PROVISIONS IN THISDOCUMENT AS WELL AS THOSE IN THE PRIVACYPOLICY AND ANY OTHER RELEVANT POLICIES.YOUR USE OF OR PARTICIPATION IN CERTAIN SERVICES MAY ALSO BE SUBJECT TOADDITIONAL POLICIES, RULES AND/OR CONDITIONS (“ADDITIONAL TERMS”), WHICH AREINCORPORATED HEREIN BY REFERENCE, AND YOU UNDERSTAND AND AGREE THAT BY USING ORPARTICIPATING IN ANY SUCH SERVICE, YOU AGREE TO ALSO COMPLY WITH THESEADDITIONAL TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANYOR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TOACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THATENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESETERMS, THEN WE ARE UNWILLING TO MAKE THE SERVICE AVAILABLE TO YOU. IF YOU DONOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAINTYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOUAGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUALARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUITOR CLASS-WIDE ARBITRATION.
Any changes to these Terms willbe in effect as of the “Last Updated” date referred to at the top of this page.You should review these Terms before using the Service.
Your continued use of the Serviceafter the “Last Updated” date will constitute your acceptance of and agreementto such changes. When we make material updates to the Terms, we will attempt tonotify you via the contact methods you’ve specified as part of your accountcreation.
You may not use the Service ifyou: (a) do not agree to these Terms; (b) are not of the age of majority inyour jurisdiction of residence and do not have your legal guardian’s writtenpermission to use the Service; or (c) are prohibited from accessing or using the Service or any of the Service’s contents, products or Service by applicablelaw.
By using the Service, you affirmthat you are of legal age (as specified below) to enter into these Terms. Youaffirm that if you are using the service on behalf of an organization orcompany, you have the legal authority to bind any such organization or company tothese Terms.
1. HOW THESERVICE WORKS
The Service provides a suite oftools designed to help you create, store, and transmit blockchain-based assets.Among other things, Heirloom works together with its credential-grantingpartners (each a “Credential IssuingPartner”) to create blockchain-based digital assets reflecting certaincredentials you may have been awarded from time to time, such as a universitydegree, proof of an insurance policy, a receipt for a charitable donation, or alicense you’ve been granted to perform a certain activity (each a “Credential”).
YOURCREDENTIALS ARE PERSONAL TO YOU. Credentials reflect your own personalachievements, records, and authorizations, and are not intended to be assigned,conveyed, sold, licensed, or otherwise transferred to anyone else. Accordingly,you may not assign, convey, sell, license, or otherwise transfer any of yourright, title, or interest in or to such Credentials to any third-party withoutthe prior written consent of both Heirloom and the applicable Credential IssuingPartner. Any attempt to assign, convey, sell, license, or otherwise transferany such right, title, or interest in or to such Credentials without suchconsent is void and ineffective.
While your account is active andin good standing, we will use reasonable efforts to make the Service and itsfeatures and functionalities reasonably available to you.
2. ACCOUNTSETUP AND SECURITY
2.1. Set-Up. In order to use the Service, you needa web browser (such as the Google Chrome web browser) or our mobile application.Once a Credential is made available to you, you will be notified by the Credential Issuing Partner with further instructions for account setup.
2.2. Authentication using a Verifiable Credential. You will able to access the Service by authenticatingyour identity using a Credential granted by a Credential Issuing Partner.
2.3. Security. You are responsible for thesecurity of your account. If you become aware of any unauthorized use of your account or your electronic wallet, youmust notify us immediately at email@example.com. You will not share your Service login credentials with anyone, and you must protect the security ofyour access tools or login credentials. You’re responsible for any activity associated with your login credentials.
2.4. Messaging. As part of the Service, you mayreceive communications through the Service, including messages that Heirloomsends you (for example, via email or SMS). When signing up for the Service, youwill receive a welcome message and instructions on how to stop receivingmessages. By signing up for the Service and providing us with your wirelessnumber, you confirm that you want Heirloom to send you information regardingyour account or transactions with us, which may include Heirloom usingautomated dialing technology to text you at the wireless number you provided,and you agree to receive communications from Heirloom, and you represent andwarrant that each person you register for the Service or for whom you provide awireless phone number has consented to receive communications from Heirloom. You agree to indemnify and holdHeirloom harmless from and against any and all claims, liabilities, damages(actual and consequential), losses, and expenses (including attorneys’ fees)arising from or in any way related to your breach of the foregoing.
2.5. Transmission of Credentials to Third-Party Partners. You may be able to use the Service to facilitate the receipt, storage,and transmission of your Credentials via the Service and its integrations withour third-party partners or other third parties with the ability to accept them.
3. USE, OWNERSHIP, AND RESTRICTIONS
CREDENTIALS WILL ONLY BE TIED TOYOU AND RECOGNIZED BY US IF THE APPLICABLE CREDENTIAL-ISSUING PARTNER VERIFIES THATTHE CREDENTIAL IS TIED TO YOU AND ALLOWS YOU TO CLAIM IT. WE MAY MAKE AVAILABLETHE ABILITY TO TRANSFER CERTAIN ASPECTS OF A CREDENTIAL OUTSIDE THE SERVICE. WEEXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANYLOSSES YOU MAY INCUR BY TRANSACTING OR FACILITATING TRANSACTIONS IN CREDENTIALSOUTSIDE THE SERVICE.
3.1. Credential Ownership. You do not “own”your Credentials—our Credential Issuing Partners do. Each Credential is subjectto the terms under which it has been granted by the applicable Credential IssuingPartner. For example, if the Credential Issuing Partner is an accrediteduniversity and the Credential represents a degree you’ve been awarded by thatuniversity, the Credential can be revoked in accordance with the university’sapplicable rules (e.g., if theuniversity discovers that you committed academic misconduct in the course ofearning your degree). Accordingly, we reserve the right to revise or revokeCredentials on behalf of, and at the direction of, our Credential Issuing Partners.Your Credential may contain or be associated with additional intellectualproperty such as logos or other trademarks or copyrighted works of authorshipowned or controlled by third parties, such as the applicable Credential IssuingPartner (“Third-Party IP”). When youare issued a Credential, you are granted a limited, personal, non-transferable,non-sublicensable, non-exclusive right and license to use, reproduce, andpublicly display your Credentials and to transmit your Credentials to ourthird-party partners, in each case: (i) via the Service or any authorizedblockchain network that is compatible with the Service; (ii) for your ownpersonal, non-commercial use; and (iii) including any Third-Party IP containedtherein or associated therewith. You acknowledge and agree that: (a) you do nothave any right to use any Third-Party IP in any way except as contained withinthe Credential and subject to the licenses and restrictions set forth herein; (b)depending on the nature of the license granted from the Third-Party IP’s owner,we may need to (and hereby reserve the right to) pass through to you additionalrestrictions on use of such Third-Party IP; and (c) if we inform you of suchadditional restrictions, you are responsible for complying with suchrestrictions from the date you receive notice and your failure to do so will bedeemed a breach of this Section
3.2. We Own the Service. You acknowledge andagree that we (or, as applicable, our licensors) owns all legal right, titleand interest in and to all other elements of the Service, and all intellectualproperty rights therein (including, without limitation, all designs, systems,methods, information, computer code, software, Service, “look and feel”,organization, compilation of the content, data, and all other elements of the Service(collectively, the “Service Materials”)).You acknowledge that the Service Materials are protected by copyright, tradedress, patent, and trademark laws, other relevant intellectual property andproprietary rights, and applicable laws. All Service Materials are thecopyrighted property of us or our licensors, and all trademarks, service marks,and trade names associated with the Service or otherwise contained in the ServiceMaterials are proprietary to us or our licensors.
3.3. No User License or Ownership of the ServiceMaterials. Except for the access rights expressly set forth herein, youruse of the Service does not grant you ownership of or any rights with respectto any content, code, data, or other Service Materials that you may access onor through the Service. We reserve all rights in and to the Service Materialsthat are not expressly granted to you in these Terms. For purposes of clarity,you acknowledge and agree that: (i) your issuance of a Credential, whether viathe Service, from a Credential Issuing Partner or otherwise, does not give youany rights or licenses in or to the Service Materials other than thoseexpressly contained in these Terms; (ii) you do not have the right, except asotherwise set forth in these Terms, to reproduce, distribute, or otherwisecommercialize any elements of the Service Materials without our prior writtenconsent in each case, which consent we may withhold in our sole and absolutediscretion; and (iii) you will not apply for, register, or otherwise use orattempt to use any of our trademarks or service marks, or any confusinglysimilar marks, anywhere in the world without our prior written consent in eachcase, which consent we may withhold at our sole and absolute discretion.
3.4. Use Restrictions. You agree that you maynot, nor permit any third-party to do or attempt to do any of the foregoingwithout our (or, as applicable, our licensors’) express prior written consentin each case or except as expressly permitted under these Terms: (i) modifyyour Credential (or any portion thereof) in any way, including, withoutlimitation, the shapes, designs, drawings, attributes, or color schemes; (ii)use your Credential (or any portion thereof) to advertise, market, or sell anythird-party product or service; (iii) use your Credential (or any portionthereof) in connection with images, videos, or other forms of media that depicthatred, intolerance, violence, cruelty, or anything else that could reasonablybe found to constitute hate speech or otherwise infringe upon the rights ofothers; (iv) sell, distribute for commercial gain (including, withoutlimitation, giving away in the hopes of eventual commercial gain), or otherwisecommercialize merchandise that includes, contains, or consists of any Third-PartyIP contained within your Credential; (v) attempt to trademark, copyright, orotherwise acquire additional intellectual property rights in or to your Credential(or any portion thereof); or (vi) otherwise utilize your Credential for your orany third-party’s commercial benefit.
3.5. Other Terms of License. The licensesgranted in Section 3.1 above apply only to the extent that the applicableCredential remains valid. If at any time your Credential becomes invalid forany reason (e.g., you no longer meet the criteria to hold that Credential), thelicense granted in Section 3.1 will immediately expire with respect to thatCredential without any requirement to provide you notice, and you will have nofurther rights in or to the Third-Party IP for that Credential. The restrictionsin Sections 3.1, 3.4, and 3.5 will survive the expiration or terminationof these Terms.
3.6. User Feedback. You may choose to submitcomments, bug reports, ideas, or other feedback about the Service, includingwithout limitation about how to improve the Service (collectively, “Feedback”). By submitting any Feedback,you agree that we are free to use such Feedback at our discretion and withoutadditional compensation to you and to disclose such Feedback to third parties(whether on a non-confidential basis or otherwise). You hereby grant us aperpetual, irrevocable, nonexclusive, worldwide license under all rightsnecessary for us to incorporate and use your Feedback for any purpose.
3.7. Other UserSubmissions. Anything you post, upload, share, store, or otherwise providethrough the Service is your “UserSubmission”. Some User Submissions may be viewable by other users. You aresolely responsible for all User Submissions you contribute to the Service. Yourepresent that all User Submissions submitted by you are accurate, complete,up-to-date, and in compliance with all applicable laws, rules and regulations,and will not be for the purpose of any of the Prohibited Activities in Section4.
3.8. License toUser Submissions. By submitting User Submissions through the Service, youhereby do and shall grant Heirloom a worldwide, non-exclusive, perpetual,royalty-free, fully paid, sublicensable and transferable license to use, edit,modify, truncate, aggregate, reproduce, distribute, prepare derivative worksof, display, perform, and otherwise fully exploit the User Submissions inconnection with this site, the Service and our (and our successors’ andassigns’) businesses, including without limitation for promoting andredistributing part or all of this site or the Service (and derivative worksthereof) in any media formats and through any media channels (including,without limitation, third-party websites and feeds), and including after the terminationof your account or the Service. For clarity, the foregoing license grants donot affect your other ownership or license rights in your User Submissions,including the right to grant additional licenses to your User Submissions,unless otherwise agreed in writing. You represent and warrant that you have allrights to grant such licenses without infringement or violation of any third-partyrights, including without limitation, any privacy rights, publicity rights,copyrights, trademarks, contract rights, or any other intellectual property orproprietary rights.
3.9. SharingUser Submissions to Third-Party Accounts. If you share User Submissionsfrom the Service with others through your Third-Party Accounts, such as yoursocial networks, you authorize Heirloom to share that information with the applicableThird-Party Account provider. Please review the policies of any Third-PartyAccount providers you share information with or through for additionalinformation about how they may use your information. If you redistribute UserSubmissions, you must be able to edit or delete any User Submissions youredistribute, and you must edit or delete them promptly upon our request.Finally, you understand and agree that Heirloom, in performing the requiredtechnical steps to provide the Service to our users (including you), may needto make changes to your User Submissions to conform and adapt those UserSubmissions to the technical requirements of connection networks, devices, Service,or media, and the foregoing licenses include the rights to do so.
4.1. Paid Service.The Servicemay be free, or we may charge a fee for using the Service. If you are using afree version of the Service, we will notify you before any Service you are thenusing begins carrying a fee, and if you wish to continue using such Service,you must pay all applicable fees for such Service. Certain features ofour Service may be subject to payments now or in the future (the “Paid Service”). Please note that anypayment terms presented to you in the process of using or signing up for a PaidService are deemed part of these Terms. For example, there may be a fee fordownloading or installing the Service through the App Store (as defined below)linked to your specific device. You agree to comply with, and your license touse our mobile application is conditioned upon your compliance with, such AppStore terms and conditions. Any refunds relating to the applications orinquiries regarding refunds relating to the applications shall be handledsolely by the applicable App Store in accordance with such App Store’s termsand conditions.
4.2. Billing.We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linkedto your account on the Service (your “BillingAccount”) for use of the Paid Service. The processing of payments will besubject to the terms, conditions, and privacy policies of the Payment Processorin addition to these Terms. Currently, we use Stripe, Inc., Apple, Inc., GoogleLLC, and Wyre, Inc. as our Payment Processors. We are not responsible for anyerror by, or other acts or omissions of, the Payment Processor. By choosing touse Paid Service, you agree to pay us, through the Payment Processor, allcharges at the prices then in effect for any use of such Paid Service inaccordance with the applicable payment terms, and you authorize us, through thePayment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to makepayment using that selected Payment Method. We reserve the right to correct anyerrors or mistakes that the Payment Processor makes, even if it has alreadyrequested or received payment.
4.3. PaymentMethod. The terms of your payment will be based on your Payment Method andmay be determined by agreements between you and the financial institution,credit card issuer or other provider of your chosen Payment Method. If we,through the Payment Processor, do not receive payment from you, you agree topay all amounts due on your Billing Account upon demand.
4.4. CurrentInformation Required. YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATEINFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATIONTO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGEIN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), ANDYOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD ISCANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACHOF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME ORPASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOUFAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAYCONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICE UNDER YOUR BILLING ACCOUNTUNLESS YOU HAVE TERMINATED YOUR PAID SERVICE AS SET FORTH ABOVE.
4.5. Change inAmount Authorized. If the amount to be charged to your Billing Accountvaries from the amount you preauthorized (other than due to the imposition orchange in the amount of state sales taxes), you have the right to receive, andwe shall provide, notice of the amount to be charged and the date of the chargebefore the scheduled date of the transaction. Any agreement you have with yourpayment provider will govern your use of your Payment Method. You agree that wemay accumulate charges incurred and submit them as one or more aggregatecharges during or at the end of each billing cycle.
4.6. Data and Text Messaging Charges. Note that if you elect toreceive text messages through the Service, data and message rates may apply.Any and all such charges, fees, or costs are your sole responsibility. Youshould consult with your wireless carrier to determine what rates, charges,fees, or costs may apply to your use of the Service.
5. CONDITIONSOF USE AND PROHIBITED ACTIVITIES
YOU AGREE THAT YOU ARERESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE SERVICE AND FORANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE SERVICE ONLY FOR PURPOSES THATARE LEGAL, PROPER, AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWSOR REGULATIONS.5.1. Prohibited Activities. Without limitingthe foregoing, you represent, warrant, and covenant that your use of the Servicewill not (and that you will not allow any third-party to):(a) in any manner involve:(i) the sending, uploading, distributing, ordisseminating any unlawful, defamatory, harassing, abusive, fraudulent,obscene, or otherwise objectionable content;(ii) the distribution of any viruses, worms, defects,Trojan horses, corrupted files, hoaxes, or any other items of a destructive ordeceptive nature;(iii) the uploading, posting, transmitting, orotherwise making available through the Service any content that infringes theintellectual proprietary rights of any party;(iv) using the Service to violate the legal rights(such as rights of privacy and publicity) of others; (v) engaging in, promoting, or encouraging illegalactivity (including, without limitation, money laundering);(vi) interfering with other users’ enjoyment of the Service;(vii) exploiting the Service for any unauthorizedcommercial purpose;(viii) modifying, adapting, translating, or reverseengineering any portion of the Service;(ix) removing any copyright, trademark, or otherproprietary rights notices contained in or on the Service or any part of it;(x) reformatting or framing any portion of the Service;(xi) displaying any content on the Service thatcontains any hate-related or violent content or contains any other material,products, or Service that violates or encourages conduct that would violate anycriminal laws, any other applicable laws, or any third-party rights;(xii) using any spider, site search/retrievalapplication, or other device to retrieve or index any portion of the Service orthe content posted on the Service, or to collect information about its usersfor any unauthorized purpose;(xiii) accessing or using the Service for the purposeof creating a product or service that is competitive with any of our productsor Service;(xiv) abusing, harassing, or threatening another userof the Service or any of our authorized representatives, customer servicepersonnel, chat board moderators, or volunteers (including, without limitation,filing support tickets with false information, sending excessive emails orsupport tickets, obstructing our employees from doing their jobs, refusing tofollow the instructions of our employees, or publicly disparaging us byimplying favoritism by our employees or otherwise); or(xv) using any abusive, defamatory, ethnically orracially offensive, harassing, harmful, hateful, obscene, offensive, sexuallyexplicit, threatening, or vulgar language when communicating with another userof the Service or any of our authorized representatives, customer servicepersonnel, chat board moderators, or volunteers;and/or(b) in any manner involve:(i) creating user accounts by automated means orunder false or fraudulent pretenses;(ii) the impersonation of another person (via the useof an email address or otherwise);(iii) using, employing, operating, or creating acomputer program to simulate the human behavior of a user (“Bots”);(iv) using, employing, or operating Bots or othersimilar forms of automation to engage in any activity or transaction on the Service;(v) acquiring Credentials through inappropriate orillegal means (including, among other things, using a stolen credit card, or apayment mechanism that you do not have the right to use, or purchasing a Credentialand then attempting to charge the cost back to your payment method while stillmaintaining ownership or control of the Credential or selling, gifting ortrading the Credential to someone else); or(vi) the purchasing, selling or facilitating thepurchase and sale of any user’s account(s) to other users or third parties forcash or cryptocurrency consideration outside of the Service; or(vii) or otherwise result in the wrongful seizure orreceipt of any Credentials or other digital assets(collectively, the “Prohibited Activities”).5.2. Effect of Your Breaches. If you engage inany of the Prohibited Activities, we may, at our sole and absolute discretion,without notice or liability to you, and without limiting any of our otherrights or remedies at law or in equity, immediately suspend or terminate youruser account and/or delete your Credentials from the Service.NOTWITHSTANDING THE FOREGOING,HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY BPROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND ORTERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR CREDENTIALS FROM THE SERVICE, WEALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE ORLIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (I) TO DEEM ANYTRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BEVOID AB INITIO; AND/OR (II) TO IMMEDIATELY CONFISCATE ANY CREDENTIALSTHAT WERE ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.
6. MOBILEAPPLICATION ACCESS
6.1. App Stores.The Service is also available to you on mobile platforms. You acknowledge andagree that the availability of our mobile application is dependent on the third-partystores from which you download the application, e.g., the App Store from Appleor the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditionsto which you must agree before downloading mobile applications from such store,including the specific terms relating to Apple App Store set forth below. Youagree to comply with, and your license to use our application is conditionedupon your compliance with, such App Store terms and conditions. To the extentsuch other terms and conditions from such App Store are less restrictive than,or otherwise conflict with, the terms and conditions of these Terms, the morerestrictive or conflicting terms and conditions in these Terms apply.
6.2. [GDS3] AppStore Acknowledgements. These Terms apply to your use of the Service,including our iOS applications (the “MobileApp”) available via the Apple, Inc. (“Apple”)App Store, but the following additional terms also apply to the Mobile App:(a) Both you and Heirloom acknowledge that the Termsare concluded between you and Heirloom only, and not with Apple, and that Appleis not responsible for the Mobile App or the Content;(b) The Mobile App is licensed to you on a limited,non-exclusive, non-transferrable, non-sublicensable basis, solely to be used inconnection with the Service for your private, personal, non-commercial use,subject to all the terms and conditions of these Terms as they are applicableto the Service;(c) You will only use the Mobile App in connectionwith an Apple device that you own or control;(d) You acknowledge and agree that Apple has noobligation whatsoever to furnish any maintenance andsupport Service with respect to the Mobile App;(e) In the event of any failure of the Mobile App toconform to any applicable warranty, including those implied by law, you maynotify Apple of such failure; upon notification, Apple’s sole warrantyobligation to you will be to refund to you the purchase price, if any, of the MobileApp;(f) You acknowledge and agree that Heirloom, and notApple, is responsible for addressing any claims you or anythird-party may have in relation to the Mobile App;(g) You acknowledge and agree that, in the event ofany third-party claim that the Mobile App or your possession and use of the MobileApp infringes that third-party’s intellectual property rights,Heirloom, and not Apple, will be responsible for the investigation, defense,settlement and discharge of any such infringement claim;(h) You represent and warrant that you are notlocated in a country subject to a U.S. Government embargo, or that has beendesignated by the U.S. Government as a “terrorist supporting” country, and thatyou are not listed on any U.S. Government list of prohibited or restrictedparties;(i) Both you and Heirloom acknowledge and agreethat, in your use of the Mobile App, you will complywith any applicable third-party terms of agreement which may affect or beaffected by such use; and(j) Both you and Heirloom acknowledge and agree thatApple and Apple’s subsidiaries are third-party beneficiaries of these Terms,and that upon your acceptance of these Terms, Apple will have the right (andwill be deemed to have accepted the right) to enforce these Terms against youas the third-party beneficiary hereof.
7.1. You Terminate. You may terminate theseTerms at any time by canceling your account on the Service and discontinuingyour access to and use of the Service. If you cancel your account orotherwise terminate these Terms, you will not receive any refund for anything,and you acknowledge and agree that your termination will result in yourCredentials no longer functioning properly on our third-party partners’ servicesor being accepted by certain third-party institutions.
7.2. We Terminate. You agree that we, in oursole discretion and for any or no reason, may terminate these Terms and suspendand/or terminate your account(s) for the Service without the provision of priornotice. You agree that any suspension or termination of your access to the Servicemay be without prior notice, and that we will not be liable to you or to anythird-party for any such suspension or termination.
7.3. Other Remedies Available. If we terminatethese Terms or suspend or terminate your access to or use of the Service due toyour breach of these Terms or any suspected fraudulent, abusive, or illegalactivity (including, without limitation, if you engage in any of the ProhibitedActivities), then termination of these Terms will be in addition to any otherremedies we may have at law or in equity.
7.4. Referral to Governmental Authority. Wehave the right, without provision of prior notice, to take appropriate legalaction, including, without limitation, referral to law enforcement orregulatory authority, or notifying the harmed party of any illegal orunauthorized use of the Service. Without limiting the foregoing, we have theright to fully cooperate with any law enforcement authorities or court orderrequesting or directing us to disclose the identity or other information ofanyone using the Service.
7.5. Effect of Termination. Upon anytermination or expiration of these Terms, whether by you or us, you may nolonger have access to information posted on the Service or that is related toyour account, and you acknowledge that we will have no obligation to maintainany such information in our databases or to forward any such information to youor to any third-party. Sections 1,2,3.2,3.3,3.4,3.6,and 3.7through 17will survive the termination or expiration of these Terms for any reason.YOU WAIVE AND HOLD US AND OURAFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORSHARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANYOF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCHPARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
YOU EXPRESSLY UNDERSTAND ANDAGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THATTHE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANYKIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TOAPPLICABLE LAW, WE, OUR AFFILIATES AND LICENSORS MAKE NO EXPRESS WARRANTIES ANDHEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE AND ANY PART OFIT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR AFFILIATES, ANDLICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OFTHE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE SERVICEWILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATAPROVIDED THROUGH THE SERVICE WILL BE ACCURATE; OR (IV) THE SERVICE OR ANYCONTENT, SERVICE, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICE ARE FREEOF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE ORLIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE SERVICE,ANY RELATED BLOCKCHAIN NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOTLIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH ASFORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHERTRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; OR (D)UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITEDTO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACKAGAINST THE SERVICE, ANY BLOCKCHAIN NETWORK, OR ANY ELECTRONIC WALLET.CREDENTIALS ARE INTANGIBLEDIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED BYYOUR CREDENTIAL-ISSUING PARTNER AND ELECTRONIC WALLETS. ALL SMART CONTRACTS ARECONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER ON A BLOCKCHAIN NETWORK. WE ARENOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAIN TECHNOLOGY, ANY BLOCKCHAINNETWORK, OR ANY OTHER FEATURES OF THE SERVICE, RELATED BLOCKCHAIN NETWORKS, ORANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERSOR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAINSUPPORTING ANY NETWORK YOU CHOOSE TO SHARE YOUR CREDENTIALS ON, INCLUDINGFORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS ARESULT.CREDENTIALS ARE NOT A DIGITALCURRENCY, SECURITY, COMMODITY, OR ANY OTHER KIND OF FINANCIAL INSTRUMENT ANDHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THESECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE SECURITIESLAWS OF ANY OTHER COUNTRY, INCLUDING THE SECURITIES LAWS OF ANY JURISDICTION INWHICH A POTENTIAL TOKEN HOLDER IS A RESIDENT. HEIRLOOM SHALL BEAR NO LEGALRESPONSIBILITY FOR THE DISTRIBUTION OF CREDENTIALS WHICH, TO THE EXTENT THEYARE DISTRIBUTED BY HEIRLOOM, ARE DEEMED DISTRIBUTED BY AND ON BEHALF OF YOU.
9. LIMITATIONOF LIABILITY
YOU UNDERSTAND AND AGREE THAT WE,OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU ORTO ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OREXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OFLIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURREDDIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA,COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, DIMINUTION OF VALUE OR ANYOTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.YOU AGREE THAT OUR TOTAL,AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TOTHESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE)ANY PORTION OF THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANYOTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLYAND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDINGTHE DATE THE CLAIM AROSE.YOU ACKNOWLEDGE AND AGREE THAT WEHAVE MADE THE SERVICE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCEUPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OFLIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OFRISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN USAND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU WITHOUT THESELIMITATIONS.
10. ASSUMPTIONOF BLOCKCHAIN-RELATED RISK
10.1. Inherent Risks. There are risks associatedwith using blockchain-based assets, including, but not limited to, the risk ofhardware, software and Internet connection malfunctions, the risk of malicioussoftware introduction, and the risk that third parties may obtain unauthorizedaccess to information stored within your electronic wallet. You accept andacknowledge that we will not be responsible for any communication failures,disruptions, errors, distortions or delays you may experience when using the Service,however caused.
10.2. Regulatory Uncertainty. The regulatoryregime governing blockchain technologies is uncertain, and new regulations orpolicies may materially adversely affect the development of the Service andrelated blockchain networks, and therefore the potential utility of your Credentials.
10.3. Software Risks. Upgrades to the Service,a hard fork in certain blockchain networks, or a change in how transactions areconfirmed on any related networks may have unintended, adverse effects on allblockchains. We are not responsible for any such adverse effects, including anyeffects to your Credentials or their validity.
You agree to defend, indemnify,and hold harmless us and our respective affiliates, officers, agents,employees, advertisers, licensors, suppliers or partners from and against anyclaim, liability, loss, damage (actual and consequential) of any kind ornature, suit, judgment, litigation cost and attorneys’ fees arising out of orin any way related to: (i) your breach of these Terms; (ii) your misuse of the Service(including any use not specified herein); and (iii) your violation ofapplicable laws, rules or regulations in connection with your access to or useof the Service. You agree that we will have control of the defense orsettlement of any such claims. We will attempt to provide you notice of anyclaim under this section at the contact information we have for you based onconnection with your account.
13.1. Force Majeure Events. We will not be liableor responsible to you, nor be deemed to have defaulted under or breached theseTerms, for any failure or delay in fulfilling or performing any of these Terms,when and to the extent such failure or delay is caused by or results from thefollowing force majeure events (“ForceMajeure Event(s)”): (i) acts of God; (ii) flood, fire, earthquake,epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19),tsunami, explosion; (iii) war, invasion, hostilities (whether war is declaredor not), terrorist threats or acts, riot or other civil unrest; (iv) governmentorder, law, or action; (v) embargoes or blockades in effect on or after thedate of this agreement; (vi) strikes, labor stoppages or slowdowns or otherindustrial disturbances; (vii) shortage of adequate or suitable Internetconnectivity, telecommunication breakdown or shortage of adequate power orelectricity; and (viii) other similar events beyond our control.13.2. Performance During Force Majeure Events.If we suffer a Force Majeure Event, we will use reasonable efforts to promptlynotify you of the Force Majeure Event, stating the period of time theoccurrence is expected to continue. We will use diligent efforts to end thefailure or delay and ensure the effects of such Force Majeure Event areminimized. We will resume the performance of our obligations as soon asreasonably practicable after the removal of the cause. In the event that ourfailure or delay remains uncured for a period of forty-five (45) consecutivedays following written notice given by us under this Section 13,we may thereafter terminate these Terms upon fifteen (15) days’ written notice.
14. CHANGESTO THE SERVICE
We are constantly trying to improve our Service, so these Terms may needto change along with our Service. We reserve the right to change the Terms atany time, but if we do, we will place a notice on our site located, send you anemail, and/or notify you by some other means. If you don’t agree with the new Terms, you are free toreject them; unfortunately, that means you will no longer be able to use theService. If you use the Service in any way after a change to the Terms iseffective, that means you agree to all of the changes. Except for changes by usas described here, no other amendment or modification of these Terms will beeffective unless in writing and signed by both you and us
16. DISPUTERESOLUTION; BINDING ARBITRATION
16.1. Binding Arbitration. In the event of adispute between the parties relating to these Terms, we will use commerciallyreasonable efforts designed to resolve the dispute. If the dispute is notresolved within fifteen (15) calendar days of its initiation, either party mayseek to resolve the dispute in binding arbitration before JAMS, Inc. (“JAMS”) before a single arbitratorreasonably agreeable to both parties. If we cannot agree on a single arbitratorwithin ten (10) business days after the commencement of the arbitration, eachparty shall select a neutral arbitrator, and the two (2) selected arbitratorsshall select a neutral third arbitrator. All arbitrators must have reasonabletraining and industry experience relevant to the particular dispute. Thearbitration shall be held in accordance with JAMS’ Streamlined ArbitrationRules & Procedures in Los Angeles County, California unless otherwisemutually agreed. The decision shall be binding on the parties and shall befinal and nonappealable. Except with respect to actions (i) concerning a party’sviolation of the other party’s intellectual property rights, (ii) to enforceany arbitration award between the parties, or (iii) for claims of equitablerelief, the dispute resolution process set forth in this Section 16.1 sets forth each party’s sole and exclusiveremedy for resolving disputes. 16.2. Our Equitable Remedies. Notwithstandingthe foregoing, we may seek and obtain injunctive relief in any jurisdiction inany court of competent jurisdiction, and you agree that these Terms arespecifically enforceable by us through injunctive relief and other equitable remedieswithout proof of monetary damages.
17.2. No Third-Party Beneficiaries. These Termsdo not and are not intended to confer any rights or remedies upon any person orentity other than you.
17.3. Interpretation. The language in theseTerms will be interpreted as to its fair meaning, and not strictly for oragainst any party.
17.4. Severability. Should any part of theseTerms be held invalid, illegal, void or unenforceable, that portion will deemedsevered from these Terms and will not affect the validity or enforceability ofthe remaining provisions of these Terms.
17.5. No Waivers. Our failure or delay toexercise or enforce any right or provision of these Terms will not constituteor be deemed a waiver of future exercise or enforcement of such right orprovision. The waiver of any right or provision of these Terms will beeffective only if in writing and signed for and on behalf of us by a dulyauthorized representative.
17.6. Governing Law. All matters arising out ofor relating to these Terms will be governed by and construed in accordance withthe laws of the State of California, and applicable federal law, without regardto the conflicts of laws provisions thereof.
17.7. Venue. Subject to Section 16of these Terms, any legal action or proceeding arising under these Terms willbe brought exclusively in the state courts of Los Angeles, California and thefederal courts of the Central District of California. You hereby irrevocablyconsent to the personal jurisdiction of such courts.
17.8. Notices. We may provide you with anynotices (including, without limitation those regarding changes to these Terms)by email or postings on the Service. By providing us with your email addressand other information during account creation, you consent to our using theemail address to send you any notices. Notices sent by email will be effectivewhen we send the email, and notices we provide by posting will be effectiveupon posting. It is your responsibility to keep your email address current.
17.9. Assignment. You may not assign, delegate,or otherwise transfer any of your rights or obligations under these Terms, whetherby operation of law or otherwise, without our prior written consent. We may freelyassign, delegate, or otherwise transfer our rights and obligations under theseTerms in our sole discretion to an affiliate, or in connection with anacquisition, sale or merger. Any non-permitted assignment, delegation, or othertransfer of these Terms will be void and of no effect.