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Terms of Use

Date: March 19, 2024

Introduction and Other General Matters

Welcome to the website (the “Site”) of ParaFi Technologies LLC (“PT”) and its affiliates (collectively, “ParaFi”, “we”, “us” and/or “our”). The Site is operated by ParaFi and has been created to provide information about us and certain of the products and services we offer, including associated content distribution platforms and social media (the “Services”). The terms of use (together with the Privacy Notice “Terms”), governs and informs the use of the Site by the Site’s visitors, persons who contact us, and users of our Services (collectively, “you”, “your”). Please read these Terms carefully. By accessing, browsing, or otherwise using the Site and the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, and these Terms will remain in effect while you use the Site and Services. We may update these Terms from time to time and any modifications will be effective immediately upon posting unless we indicate otherwise. If you use the Site or the Services after any changes to the Terms have been posted, that means you agree to all of the changes. We suggest that you review these Terms periodically for changes. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO THE SITE AND THE SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SITE OR THE SERVICES IN ANY MANNER.

Submissions to ParaFi

Due to the large number of business plan ideas and related materials that ParaFi reviews, and the similarity of many such plans and materials, we cannot agree to obligations of confidentiality, non-use, or non-disclosure with respect to any information or materials submitted or provided to or otherwise shared with us. By submitting information or materials to ParaFi (each, a “Submission”), you (or anyone acting on your behalf) agree that any such Submission will not be considered confidential or proprietary, and that ParaFi is free to use such Submission without condition, with no acknowledgment or compensation to you. In no event will ParaFi be limited in, or restricted from, the pursuit of any opportunities, either alone or with third parties. In addition, you (i) confirm that you will not post, send, publish, upload or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful or misleading; (ii) to the extent permissible by applicable law, hereby waive any and all moral rights to any such Submission; and (iii) warrant that any such Submission is original to you or that you have all necessary rights and licenses to submit such Submission and that you have full authority to grant us the above-mentioned rights in relation to your Submission.

External Websites

The Site and the Services may contain links to third-party websites (“External Websites”). These links are provided solely as a convenience to you and not as an endorsement by us of the External Website, the content thereon, or their operators. The content of such External Websites is developed and provided by others and ParaFi takes no responsibility for any content therein. You should contact the site administrator or webmaster for those External Websites if you have any concerns regarding such links or any content located on such External Websites. No ParaFi Party (as defined below) is responsible, and will have liability, for the content of any linked External Websites and do not make any representations regarding the content or accuracy of any materials on such External Websites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Websites, you do so at your own risk. Accordingly, you release and hold the ParaFi Parties harmless from any and all liability arising from your use of any External Websites or service.

Use of the Site and Services Generally

Content

The Site and the Services contain material, including but not limited to information, photos, podcasts, blog posts, videos, software, text, graphics, charts, icons, code, designs, images, and overall appearance (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy, or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms, your right to access and/or use the Content, the Site, and the Services shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

Trademarks

The trademarks, service marks, and logos of ParaFi (the “ParaFi Trademarks”) used and displayed on the Site and the Services are registered and unregistered trademarks or service marks of ParaFi. Other company, product, and service names located on the Site and the Services may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the ParaFi Trademarks, the “Trademarks”). Nothing on the Site and the Services or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site and/or the Services without the prior written consent of ParaFi specific for each such use. No part of the Services, Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, transmitted, distributed, sold, licensed or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Accordingly, none of the Services, Content or Trademarks may be used to disparage ParaFi or the applicable third-party, ParaFi’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Services, Content or Trademarks. Use of any Trademarks as part of a link to or from any Site is prohibited without ParaFi’s prior written consent. All goodwill generated from the use of any ParaFi Trademark shall inure to ParaFi’s benefit.

Covenants Regarding Use

You agree not to: (a) take any action that imposes an unreasonable load on the Site’s or the Service’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any Service or any activity being conducted on the Site or a Service, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site or a Service, or (d) delete or alter any material posted on the Site by ParaFi or any other person or entity.

Compliance with Applicable Law

You are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Additionally, because the Site and the Services are hosted in the United States, certain U.S. laws and regulations may apply. The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or the Content by the Government constitutes acknowledgement of our proprietary rights in the Site and the Content.

Additional Terms Governing Use of Validation Services

Introduction; Important Disclosures

PT develops and operates blockchain “nodes” that are capable of validating transactions on that blockchain. In addition to the rest of the Terms, if you use nodes operated by PT (the “Validation Service”), you hereby agree to the following, additional terms (the “Validation Terms”). For the avoidance of doubt “Services” includes “Validation Services” and “Terms” includes “Validation Terms”. Using the Validation Service is entirely voluntary. At our sole discretion, we reserve the right to modify, discontinue, replace, temporarily or permanently, the Validation Service, in whole or in part, without notice. You agree that no ParaFi Party will be liable to you or to any third party for any modification, suspension, or discontinuance of the Validation Service.

Subject to these Terms and the Validation Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Validation Service for your use only and as permitted by the features of the Validation Service. You are prohibited from using the Validation Service for any illegal or fraudulent purposes or for the purpose of concluding transactions for any other parties. PT may terminate this license at any time for any reason or no reason.

Staking is Your Decision, at Your Own Risk.

PT simply engineers and operates the nodes, which are operated on an “as is” basis. PT is not responsible for the smart contracts governing the relationship between node operators (like PT) and stakers. Smart contracts are subject to many risks, including the risks of bugs and hacks, which could result in a complete loss of all staked tokens. ParaFi’s operations of nodes on a particular protocol is neither an endorsement of that protocol nor an indication that ParaFi considers the smart contract to be trustworthy. You remain fully responsible for your decision to stake and you should fully understand the risks of staking, including smart contract risk, before deciding to stake tokens.

Additionally, ParaFi is not responsible for, setting the protocol-level terms regarding staking and validating; ParaFi has no control over how staking rewards are allocated or distributed. For example, depending on the protocol, there may be a delay before your assets are eligible to participate in the transaction validation process and earn rewards. Similarly, depending on the protocol, there may be a delay after your decision to unstake before you regain full access to your tokens. You are solely responsible for understanding the terms of each protocol’s staking procedures prior to deciding to stake with the Validation Service.

You should also be aware that some protocols subject staked assets to “slashing” if the transaction validator representing those assets incorrectly validates a transaction. PT endeavors in good faith to prevent any staked assets from slashing; however, PT makes no guarantees that the nodes it operates will not be subject to slashing and will not be required to reimburse you or otherwise be liable for any penalties or any other consequences in the event that one or more nodes operated by PT is subject to slashing.

Acknowledgment and Risk of Using the Validation Service

Furthermore, because PT simply operates nodes, you will not have an account with PT or with any other ParaFi entity. As such, you acknowledge and agree that the Validation Service is non-custodial and ParaFi neither has access, nor desires access, to your private keys. If anyone claiming to be from ParaFi contacts you and requests access to your private keys, please (i) do not respond to that person and (ii) inform ParaFi immediately.

Thus, if you decide to stake using the Validation Service, you do so at your own risk. You release and hold the ParaFi Parties harmless from any and all liability arising from your use of the Validation Service. ParaFi does not guarantee that you will receive any staking rewards.

Your Representations, Warranties, and Covenants

At all times when using the Validation Service, you represent, warrant, and covenant with PT that (i) you are the legal owner of the tokens being staked; (ii) you have proper authority to stake the tokens; (iii) the tokens are not derived from any unlawful or criminal activities; and (iv) neither you nor any person benefiting from your use of the Validation Services are acting, directly or indirectly (x) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions or (y) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”), as such list may be amended from time to time.

Violations

In your use of the Validation Service, you agree to not:

  • violate any applicable local, state, national or international law, or any regulations having the force of law;
  • further or promote any criminal activity or enterprise;
  • conduct fraud, including, without limitation, by impersonating another person or otherwise misrepresenting your affiliation with a person or entity;
  • modify, disassemble, decompile or reverse engineer the Validation Service;
  • other than as specifically approved in writing, copy, distribute, or disclose any part of the Validation Service in any medium;
  • interfere with the proper working of the Service;
  • access any content on the Service through any technology or means other than those provided or authorized by the Service; and
  • bypass the measures we may use to prevent or restrict access to the Service, including without limitation removing, circumventing, disabling or otherwise interfering with security-related features.

Disclaimer of Warranties and Limitation of Liability

WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE WEBSITE THAT THE LAW ALLOWS US TO DISCLAIM.

  • THE SITE, THE CONTENT, THE TRADEMARKS AND THE SERVICES ARE EACH PROVIDED “AS IS” AND “AS AVAILABLE.”
  • WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE, THE CONTENT, AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
  • WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, OR SPEED OF DELIVERY OF THE SITE, ANY PART OF THE CONTENT, OR THE SERVICES OR THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF THE SERVICE WILL MEET YOUR EXPECTATIONS.
  • WE MAKE NO CLAIMS CONCERNING WHETHER THE SITE, THE CONTENT, OR THE SERVICES MAY BE DOWNLOADED, VIEWED, OR BE APPROPRIATE FOR OR LEGAL TO USE IN ANY JURISDICTION.

THE PARAFI PARTIES’ LIABILITY WITH RESPECT TO THE WEBSITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

PARAFI, ITS AFFILIATES, THEIR RESPECTIVE EQUITYHOLDERS, OFFICERS, DIRECTORS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE “PARAFI PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE PARAFI PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES, WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE, THE CONTENT, AND THE SERVICES AT YOUR OWN RISK.

THE PARAFI PARTIES DO NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR FREE OR THAT THE SITE, THE CONTENT, THE SERVICES, OR THE SERVERS THEY RESIDE ON ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE, THE CONTENT, OR THE SERVICES RESULTS IN DAMAGES OR LOSSES, NO PARAFI PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

IN NO EVENT SHALL ANY PARAFI PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE, THE CONTENT, OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARAFI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND/OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE. UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF THE PARAFI PARTIES TO YOU IS $100.

SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE PARAFI PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. SPECIFICALLY, IF YOU ARE FROM NEW JERSEY, THE IMMEDIATELY FOREGOING TWO SUBSECTIONS AND ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THOSE SUBSECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SUBSECTIONS.

THE FOREGOING LIMITATIONS ON LIABILITY APPLY TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

Your Liability to, and Indemnification of, Us

You will be responsible for any liability to us that arises out of your breach of the Terms or your use of the Site or the Services. You agree to indemnify, defend, and hold harmless the ParaFi Parties from and against any and all actual or threatened claims, demands, suits, investigations, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ and accountants’ fees), including any settlement arising from the foregoing, that arise from or relate to: (i) your access to, use, or misuse of the Site, the Content, the Trademarks or the Services, (ii) your breach of the Terms or any representation, warranty, or covenant made by you in the Terms of Use, (iii) your violation of any applicable law, statute, ordinance, regulation, or of any third party's rights, or (iv) claims asserted by third parties that, if proven, would place you in breach of representations, warranties, covenants, or other provisions contained in the Terms. ParaFi shall provide notice to you of any such claim, suit, or proceeding. ParaFi reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting ParaFi’s defense of such matter.

Arbitration Agreement; Waiver of Rights Related to Class Actions and Trial by Jury

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and the ParaFi Parties, whether arising out of or relating to these Terms (including any alleged breach thereof), the Site, the Content, the Services, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and ParaFi are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site, the Content, or the Services or these Terms must be brought within one (1) year after such claim or cause of action arose or be forever barred.

Both you and ParaFi acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, all ParaFi Parties that are not ParaFi are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, such ParaFi Parties will have the right (and will be deemed to have accepted the right), as the third-party beneficiary hereof, to enforce these Terms against you.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND PARAFI AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PARAFI AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution

ParaFi is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to a visitor’s satisfaction by emailing us at legal@parafi.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to ParaFi should be sent to 500 West Putnam Avenue, Suite 400, Greenwich CT 06830, Attention: General Counsel (“Notice Address”). The Notice must (1) describe the nature and basis of the claim or dispute and (2) set forth the specific relief sought. If ParaFi and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or ParaFi may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by ParaFi or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or ParaFi is entitled.

Arbitration Procedures

If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving such disputes. All applicable Rules are available at the JAMS website www.jamsadr.com. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitration will be conducted in English, unless otherwise mutually agreed to by the parties in a signed writing, and be conducted in person, through the submission of documents, by phone, or online as mutually agreed upon by the parties. If conducted in person, the arbitration shall take place in New York, New York. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Each Party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Any payment of attorneys’ fees will be governed by the Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

If there is any inconsistency between any term of the Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Exceptions to Arbitration

Either you or ParaFi may assert claims, if they qualify, in small claims court in the state and county of New York, New York. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights or confidential information. You and ParaFi acknowledge and agree that in the event of a breach or threatened violation of intellectual property rights and confidential and proprietary information, the non-breaching party will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms. The non-breaching party may, without waiving any other remedies under these Terms, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the arbitration referenced above. You and ParaFi hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the state and county of New York, New York for purposes of any such action.

Additionally, this Arbitration Agreement shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the dispute immediately after commencement of the arbitration.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, ParaFi agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address), you may reject any such change by sending ParaFi written notice within thirty (30) calendar days to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Exclusive Venue

In any circumstances where the foregoing Arbitration Agreement permits either you or ParaFi to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing Arbitration Agreement will not apply to either party, and both you and ParaFi agree that any judicial proceeding will be brought in the state or federal courts located in the state and county of New York, New York.

Miscellaneous

These Terms are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the state and county of New York. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of ParaFi to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against ParaFi unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by ParaFi and you, these Terms constitute the entire agreement between you and ParaFi with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. Unless otherwise stated in the Terms, if any provision of the Terms is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of the Terms shall remain in full force and effect. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to us might be publicly accessible. Important and private information should be protected by you. ParaFi is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.

Copyright Infringement Notification Procedures

If you believe that any Content violates yours or a third party's copyright, please notify us by providing the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Website;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner's behalf.

Contact Us

If you have any questions about the Terms or the site please contact info@tech.parafi.com.