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User Terms of Service

Last Update: February 6, 2024

Welcome to Privy. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: [email protected] Address: 228 Park Avenue South PMB 67932, New York, New York 10003

These Terms of Use (the “Terms”) are a binding contract between you and HORKOS, INC. (D/B/A PRIVY) (“Privy,” “we” and “us”). Your use of the Services in any way, whether through our website or a third party platform, means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. If you are using the Services on behalf of an organization or entity, you agree that you are authorized to agree to these Terms on such organization’s or entity’s behalf (in which case, all references to “you” and “your” hereunder include such organization or entity). These Terms include the provisions in this document as well as those in our Privacy Policy. Your use of or participation in certain Services may also be subject to additional terms, policies, rules and/or conditions (“Additional Terms”), which, to the extent applicable, are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

If you are a Developer, you acknowledge and agree that your access and use of the Services are governed by additional agreements, which may include documentation available here and/or our SDK and/or API license and terms. In case of any conflict between these Terms and the documentation or other terms specifically governing your use of the Services as a Developer, the latter will govern with respect to such Services.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, 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.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at www.privy.io, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services but you will be able to export data in that case. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Privy takes the privacy of its users very seriously. We work to minimize the data we take on and ensure it only goes to its intended audience. For the current Privy Privacy Policy, please click here.

Children's Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under sixteen (16). If you are a child under sixteen (16), please do not attempt to register for or otherwise use the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under sixteen (16), we will delete that information as quickly as possible. If you believe that a child under sixteen (16) may have provided us with personal information, please contact us at [email protected].

What does Privy do for me?

Privy provides two core Services to its customers: authentication and embedded wallets (or Wallet as a Service), each considered a “Service” hereunder. Developers can choose whether to use one or both sets of capabilities as part of their Privy authentication. Concretely, this means that Privy may be responsible for authenticating you with a service (for instance checking that the email you inputted when signing up is indeed your email) and/or providing you with an embedded wallet so you can easily transact and access on-chain systems as part of using the Service.

These Terms apply to your use of either of the core Services, subject to additional terms that may apply if you are a Developer.

What are the basics of using Privy?

Privy provides you with the ability to create an embedded Wallet or connect your own to an app. This is an intangible medium which secures a set of cryptographic keys enabling you to sign arbitrary messages on behalf of third party applications, including but not limited to, signature of blockchain-based transactions to purchase, sell, and control digital assets. At your election, Wallets can be orchestrated by Privy or a third party service provider of your choosing, in which case you are subject to the terms of the third party service provider.

You may be required to sign up for an account and select a password. You promise to provide us with accurate, complete, and updated registration information about yourself. You agree that you will not set up an account with the intent to impersonate another person. When you create a Wallet, you will be able to generate user entropy, a random sequences of phrases, characters, or numbers (“Secret”) to generate encrypted private keys to protect that Wallet. You should safeguard your Secret as you are able to use it alongside your login credentials to recover your Wallet if you lose access to it. You are responsible for storing and safeguarding the Secret, any passwords, private keys, recovery phrases and other credentials associated with use of Wallets (“Credentials”), and you agree to use commercially reasonable efforts to prevent unauthorized access to, or use of, Wallets and all other accounts through the Services. Please note that Privy does not store any Wallet or unencrypted Secret in any Privy system and never has access to your unencrypted Secret, private key or recovery phrase. You acknowledge that Privy only provides self-custodial (i.e., non-custodial) Wallets and Privy does not store or have access to your Wallets, Credentials or assets contained in Wallets. Accordingly, Privy cannot assist with retrieving any such Credentials. Signatures for your Wallet can only be generated with you logged in to an app. Any unauthorized access to a Wallet could result in the loss or theft of any asset that may be held in the Walle If you notice any unauthorized or suspicious activity in Wallet(s) or accounts that are related or linked to the Services, you agree to notify Privy immediately through your account or by emailing us. Privy will never act as a custodian of your Wallet or Credentials and will never have the power to make any transactions on your behalf. Neither Privy nor its employees will ever ask you for information about your Wallet Secret or other details that could be used to take full control over your Wallet. You are responsible at all times for the acts and omissions of any person who accesses an account or Wallet provided through the Services.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Google, Twitter, Apple, GitHub and Discord. By using the Services through a Third Party Account, you permit us to access certain information from such an account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you and in accordance with any documentation provided or made available by Privy. If your use of the Services is prohibited by applicable laws or not in accordance to these Terms or any documentation provided or made available by Privy, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law or is not permitted by these Terms or other documentation.

You will not share your Credentials, Privy User ID, account or password with anyone, and you must protect the security of your Credentials, Privy User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Privy User ID and account.

What about Transactions I sign through a Privy Wallet?

The Privy Wallet will enable you to access third-party applications, including decentralized applications (“DAPP”) and decentralized exchanges (“DEX”), which may allow you to swap or trade digital assets. Privy is not responsible for your access or use of any DAPP or DEX. Your use of any DAPP or DEX is subject to the terms and conditions of the third-party DAPP or DEX provider, which may include (A) limitations on transaction volumes and (B) handling fees or service fees (which are set by the third-party provider). We do not have the ability to freeze, cancel or otherwise modify any transaction that you execute through a third-party DAPP or DEX. We do not store, send, or receive digital assets. Any transfer that occurs in relation to any digital asset occurs on the relevant blockchain network, and we cannot guarantee that any transaction will be completed in the manner intended.

Transactions that are associated with your Wallet may require the payment of “gas” or other transaction fees. You are responsible for ensuring that you have adequate funds in your Wallet to complete transactions. You acknowledge and agree that we will not be liable for any failed transactions due to insufficient funds associated with your Wallet.

You agree that you will not use your Wallet to pay for, support, or otherwise engage in any illegal activities including, but not limited to, purchases or sales of illegal goods or services, fraud, money laundering, or terrorist activities. If we discover that you have violated any applicable laws or regulatory requirements, we reserve all of our rights and remedies under these Terms and at law and will take all necessary actions against you. The use of your Wallet may be legally prohibited or technically restricted in certain territories and countries. You are solely for determining, and complying with, all laws, rules and regulations applicable to you.

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Privy sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Privy to send you information regarding your account or transactions with us, which may include Privy using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Privy, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Privy. You agree to indemnify and hold Privy 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.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

  • a. infringes or violates the intellectual property rights or any other rights of anyone else (including Privy);
  • b. violates any law or regulation, including, without limitation, any applicable export control laws, anti-money laundering laws, privacy laws or any other purpose not reasonably intended by Privy;
  • c. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  • d. jeopardizes the security of your or another users’ Wallets, Credentials, Privy User ID, or accounts (such as allowing someone else to log in to the Services as you);
  • e. attempts, in any manner, to obtain the Credentials, password, account, or other security information from any other user;
  • f. bypasses any measures Privy may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service);
  • g. violates the security of any computer network, or cracks any passwords or security encryption codes;
  • h. runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  • i. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  • j. copies or stores any significant portion of the Content; or
  • k. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, 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 Services, 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 Privy's) rights.

Subject to these Terms, we grant each user of the Services 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 Services and in accordance with any documentation or other agreements provided or made available by Privy. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Privy owns the Services. 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 of the Services. The Services 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.

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to, or be provided on, third-party platforms or websites or services that are not owned or controlled by Privy, including any DAPP or DEX that you use to transact in digital assets. When you access third-party websites or platforms or use third-party services, you accept that there are risks in doing so, and that Privy is not responsible for such risks.

Privy has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Privy will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Privy shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Privy is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Privy, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Will Privy ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

Except as specified in other agreements with you, the Services are currently free, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. In any event, you will retain the ability to export any private keys or other data should you choose not to continue using the Services.

What if I want to stop using the Services?

You’re free to do that at any time by contacting us at [email protected]; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Privy is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Privy has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

If you have deleted your account by mistake, contact us immediately at [email protected] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What else do I need to know?

Warranty Disclaimer. Privy 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 (Privy and all such parties together, the “Privy Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Privy Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services 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 Services. The Privy Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY PRIVY (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 SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE THAT DIGITAL ASSET INVESTMENTS INVOLVE RISKS, INCLUDING THE RISK OF LOSS OF SOME OR ALL DIGITAL ASSETS. USE OF ANY WALLET RECOVERY SERVICE INCLUDED AS PART OF THE SERVICES IS OFFERED TO USERS AS A CONVENIENCE, SUBJECT TO THE TERMS SET FORTH IN THIS AGREEMENT. PRIVY DOES NOT AND WILL NOT ACT AS A CUSTODIAN OF A USER’S WALLETS OR CREDENTIALS UNDER ANY CIRCUMSTANCES. USERS ARE SOLELY IN CONTROL OF AND RESPONSIBLE FOR STORING AND SECURING THEIR CREDENTIALS. PRIVY DOES NOT GUARANTEE THAT ANY USER WILL BE ABLE TO RECOVER ANY WALLET AND DOES NOT STORE OR HAVE ACCESS TO ANY CREDENTIALS. IF A USER LOSES THEIR CREDENTIALS, THEN THE USER MAY LOSE ACCESS TO ALL ASSETS STORED IN THEIR WALLET. USERS SHOULD ALWAYS BACK UP CREDENTIALS VIA SECONDARY MEANS.

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 PRIVY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) 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, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. FOR CLARITY, PRIVY WILL NOT BE RESPONSIBLE OR LIABLE TO ANY USER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR, ANY USE OF THE SERVICES INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN CREDENTIALS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES, (2) SERVER FAILURE OR DATA LOSS, (3) CORRUPTED WALLET FILES, (4) UNAUTHORIZED ACCESS TO APPLICATIONS, OR (5) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the Privy Parties 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 any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Privy's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Privy and limits the manner in which you can seek relief from Privy. Both you and Privy acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Privy's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

  • a. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco County, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

  • b. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Privy will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Privy will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

  • c. Small Claims Court; Infringement. Either you or Privy may assert claims, if they qualify, in small claims court in San Francisco County, California or any United States county where you live or work. 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.

  • d. Waiver of Jury Trial. YOU AND PRIVY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Privy are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Privy over whether to vacate or enforce an arbitration award, YOU AND PRIVY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

  • e. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Privy is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

  • f. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 223 Park Avenue South, New York, New York 10003 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

  • g. Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Privy 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 Privy agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco County, California, or the federal district in which that county falls.

  • h. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Privy.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Privy may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Privy agree that these Terms, together with any agreements or terms applicable to you as a Developer, are the complete and exclusive statement of the mutual understanding between you and Privy, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, in each case, except for any Enterprise Terms of Use or other similar agreements executed between you and Privy. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Privy, and you do not have any authority of any kind to bind Privy in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Privy agree there are no third-party beneficiaries intended under these Terms.