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Last Edited on 2022-10-05
1. Overview. These Terms of Use (these “Terms” or the “Agreement”) constitute a legal agreement between you and Gauntlet Networks, Inc. (“Aera”, “our,” “we,” or “us”) and govern your access to and use of Aera’s website located at [enter Aera site] (the “Site”).
Please read these Terms carefully before accessing or using our Site. By accessing or using any portion of the Site, you agree that you have read, understood, and agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein. Any changes to these Terms will be posted on our Site, and your continued use of the Site means you have accepted these changes.
These Terms include information about consents, waivers, and releases related to your use of the Site, future changes to these Terms, automatic renewals, and limitations of liability.
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SITE ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SITE IN ANY MANNER.
YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2. Privacy Policy and Data Protection. Please read Aera’s Privacy Policy (the “Privacy Policy”) found at aera.finance/privacy-policy. Our Privacy Policy explains how the Aera collects, uses, and shares your information when you use or access the Site. By using the Site, you consent to the Aera’s collection, use, and sharing of your information as set forth in the Privacy Policy.
3. User Restrictions. As a condition to accessing or using the Site, you represent and warrant the following: if you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them; if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity.
4. Additional Terms. Your use of or participation in certain parts of the Site may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Site, you agree to also comply with these Additional Terms.
5. Modifications. We reserve the right to suspend, modify, or discontinue all or part of the Site. We reserve the right to make changes to the Terms at any time. It is your responsibility to review the Terms from time to time to see if modifications have been made. Your continued use of the Site after any modification of the Terms will conclusively indicate that you accept those changes.
6. Content. The materials displayed or available on or through our Site, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Site, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Aera's) rights.
Subject to these Terms, we grant each user of the Site a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Site. Use, reproduction, modification, distribution, or storage of any Content for any purpose other than using the Site is expressly prohibited without prior written permission from us. You understand that Aera owns the Site. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any part of the Site. The Site may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this Section still apply.
7. Restrictions on Use.
You represent, warrant, and agree that you will not interact with the Site and/or other users in a manner that:
- violates these Terms;
- infringes or violates the personal, property, and/or intellectual property rights (or any other rights including, but not limited to, moral rights, privacy rights, rights of publicity, and/or any rights relating to confidential or proprietary information) of anyone else (including Aera);
- violates any laws or regulations in your applicable jurisdiction, including, without limitation, any applicable export control laws, privacy laws, banking laws, commodities laws, money transmission laws, anti-money laundering laws, and securities laws;
- violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading;
- is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous (including any attack on another user’s character or reputation), vulgar, pornographic, obscene, or otherwise objectionable (including inciting violence, hate speech, and other discriminatory language that may promote racism, bigotry, or harm of any kind against any group or anyone else);
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs Mail-list, List-serv, any form of auto-responder or “spam” on the Site, or any processes that run or are activated while you are not logged into the Site, or that otherwise interfere with the proper working of the Site (including by placing an unreasonable load on the Site’ infrastructure);
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Site or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content; or decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site
8. Aera’s Services. If you wish to make use of any of Aera’s services, you would be required to enter into a “Subscription Services Agreement” with Aera which will include additional terms and conditions as well as commercial items including the scope of services, fees, term, etc
9. No Investment Advice. Aera does not provide any investment, tax, or legal advice, nor does Aera offer any brokerage, legal, advisory, custody, trade execution or clearing services. You should consult your legal or tax professional regarding your specific situation. For the avoidance of doubt, none of the information contained in or associated with the Site constitutes a recommendation, solicitation or offer by Aera to buy or sell any securities, futures, options, digital assets or other financial instruments or other assets or provide any investment advice or service. You understand that Aera is not registered or licensed by the US Commodity Futures Trading Commission, the US Securities and Exchange Commission, or any financial regulatory authority.
10. No Professional Advice. All information provided by the Site is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Site. Before you make any financial, legal, or other decisions involving the information contained on the Site, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
11. No Fiduciary Duties. These Terms are not intended to, and do not, create or impose any fiduciary duties on Aera. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
12. Compliance Obligations. The Site may not be available or appropriate for use in all jurisdictions. By accessing or using the Site, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.
13. Assumption of Risk. By accessing and using the Site in anyway, you represent and warrant that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH). You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control these protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Site. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Site.
14.Warranty and Disclaimer. Aera and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Aera and all such parties together, the “Aera Parties”) make no representations or warranties concerning the Site, including without limitation regarding any Content contained in or accessed through the Site, and the Aera Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Site or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Site. The Aera Parties make no representations or warranties regarding suggestions or recommendations of Site or products offered or purchased through or in connection with the Site. THE SITE, EVENTS AND CONTENT ARE PROVIDED BY AERA (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
15.LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE AERA PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH, OR FOLLOWING USE OF THE SITE; (B) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (C) ANY SUBSTITUTE GOODS, SITE OR TECHNOLOGY, (D) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO AERA IN CONNECTION WITH THE SITE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (E) ANY MATTER BEYOND OUR REASONABLE CONTROL.
16. Third-party Websites and Content. The Site may contain links or connections to third-party websites. Any such link or connection is provided only as a convenience and should be used at your own risk. Aera has no control over any such other websites, the contents thereof or the products, services or policies represented. The existence of any link or other connection does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Aera or create any liability on the part of Aera in respect of such link or connection. Your use of any such third-party websites is governed by the privacy policies of those sites, which we encourage you to review before using such sites.
Aera will have no responsibility for any liabilities arising from or related to the contents of any third-party website or the use of any such website (including any mobile website) or the privacy policies and customer information practices of any such website.
17.Indemnity. To the fullest extent allowed under applicable law, you agree to indemnify and hold the Aera Parties harmless from and against any and all injury, claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your access to and use of the Site and (b) your violation of these Terms, or any applicable law, rules or regulation.
18.Termination. If you are not in full compliance with all of these Terms, the permissions granted to you under these Terms will automatically terminate, and in such circumstance, you will no longer use or access, or be entitled to use or access, the Site or the Content.
Aera may terminate your right to use the Site, or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which Aera may exercise this right to terminate your right to use the Site include, but are not limited to: (i) you have breached any provision of the Terms; (ii) you have engaged in conduct which Aera, in its sole discretion, considers to be unacceptable; (iii) Aera is required by law to do so; or (iv) Aera no longer provides the Site. The above are only examples of circumstances in which Aera may terminate your right to use the Site and Aera may terminate your right to use the Site for any other reason at its sole discretion. We will not be liable to you due to or by reason of our termination of your right to use the Site or the automatic termination of your right to use the Site for non-compliance set forth above.
19 General Provisions
19.1 Governing Law. These Terms shall be governed by the laws of the State of New York, without regard to its conflicts of law provisions. Any dispute with Aera, or its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms shall be resolved exclusively as specified in the ARBITRATION & CLASS ACTION WAIVER clauses below, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Aera may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Aera is able to offer the Services at the terms designated, with little or no charge to you, and that your assent to this provision is an indispensable consideration to these Terms.
19.2. Arbitration. All disputes arising out of or related to these Terms, including the scope, the construction or application of these Terms, shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in force. Any controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party, unless agreed to by Aera at its sole discretion. The arbitration hearings and meetings pursuant to this section shall be held in New York County, in the State of New York. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys' fees or arbitrators' fees under this section.
19.3. CLASS ACTION WAIVER: YOU AND AERA ALSO AGREE THAT EACH IS GIVING UP THE RIGHT TO A JURY TRIAL AND THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT OR REPRESENTATIVE PROCEEDING, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. This means that neither you nor Aera can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result.
19.4 Entire Agreement. These Terms represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all previous discussions, communications, announcements, or previous agreements between the parties.
19.5. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
19.6. No Waiver. No waiver by Aera of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Aera to assert a right or provision under these Terms shall not constitute a waiver of such right or provision
20. Information. If you have any questions, comments, or concerns regarding these terms or the Site, please contact us at: aera@gauntlet.network