General Terms of Use
Last Updated: May 9th, 2023
By directly or indirectly accessing, including, without limitation, by accessing our Website (defined below) through Linked Sites (defined below) or otherwise using our Website or any portion thereof, you and any organization you may be acting on behalf of are, and agree to be, bound to these general terms of use (“Terms of Use”). These Terms of Use describe your rights and responsibilities with regards to the Figment Inc. website located at figment.io and at docs.figment.io (“Website”). Use of the Website is governed by and subject to these Terms of Use and our policy pertaining to our uses of your information (“Privacy Policy”). By directly or indirectly accessing the Website or any portion thereof, you acknowledge that you have read and understand these Terms of Use and our Privacy Policy.
These Terms of Use are entered into, and create a legally binding agreement, by and between you, and any organization you are acting on behalf of (“you,” “your,” or “yourself”) and Figment Inc. (“Figment”, “we,” “our,” or “us”). For the avoidance of doubt, to the extent you are acting on behalf of an organization, you understand and acknowledge that the terms “you,” “your,” and “yourself” shall refer to such organization. We may amend or modify these Terms of Use at any time and for any reason. The amended or modified Terms of Use are effective immediately upon us posting them or otherwise making them available on our Website. By continuing to access our Website you agree to such amended or modified Terms of Use. You agree that you are responsible for reviewing the Terms of Use and Privacy Policy and any amendments or modifications thereto. If you do not agree with the Terms of Use or the Privacy Policy, your sole and exclusive remedy is to stop using the Website.
You and your use of the Website may also be subject to other terms and conditions that are provided to you or posted on the Website that are specific to a particular Figment service or policy (“Other Figment Policies”). You acknowledge that you understand and agree to such Other Figment Policies. To the extent any such Other Figment Policies include additional terms that are not covered by or are inconsistent with these Terms of Use, the terms and conditions of the Other Figment Policies will supersede these Terms of Use unless indicated otherwise by us.
1. Definitions. The definitions for certain defined terms used in these Terms of Use are set out below. Other terms are defined elsewhere in these Terms of Use.
1.1. “Digital Assets” means any digital blockchain asset subject to Figment’s staking-as-a-service.
1.2. “Digital Wallet” means the wallet or similar device or software used to store Digital Assets.
2. ACCESS AND USE
2.1. Website Access. Subject to the terms and conditions of these Terms of Use, we hereby grant you a non-exclusive, revocable, non-assignable, non-sublicensable limited license to access and use our Website.
2.2. Your Information. To access some of the resources or services offered by our Website, you may be asked to provide certain registration details or other information. You covenant and agree that any such information you provide on the Website is correct, current, and complete, including, but not limited to, your Digital Wallet address and any other information used to access any services provided under or in connection with our Website. You acknowledge and agree that you are solely responsible for verifying the accuracy of such information, and to the extent that any such information is inaccurate, we hereby disclaim any losses or damages you incur in connection with such inaccurate or incomplete information. You agree that any information you provide to register with this Website or otherwise, including, but not limited to, through the use of any features on the Website, is governed by our Privacy Policy.
2.3. Modifications and Changes to the Website. We reserve the right to modify or otherwise change this Website and any portion thereof, including, but not limited to, its functionality, interface(s) or any other feature of the Website at any time and for whatever reason and with no notice to you. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, and to the extent such unavailability impacts any of the services offered by us, we expressly disclaim any liability for any losses or damages incurred in connection with such unavailability, including, but not limited to, any loss of value of your Digital Assets or any other assets linked to us through your Digital Wallet or otherwise made available to us on our Website.
2.4. Your Contributions. This Website includes functionality that may allow you to communicate and exchange ideas, information, data, and your content with us and other users of the Website (“Contributions”). You acknowledge and understand that your Contributions may be public and viewable or otherwise accessible by such other Website users. As such, to the extent that you elect to post or otherwise provide Contributions, you acknowledge and agree that (i) your Contributions will not contain information or data that is confidential or otherwise subject to an obligation of confidentiality by you or others, (ii) there is no guarantee that such Contributions will be private, and (iii) your Contributions will adhere to the terms and conditions set forth in Section 4. You acknowledge and agree that we may remove your Contributions for any reason, including, but not limited to as set forth in Section 12, at any time and with no notice to you.
By posting or otherwise providing Contributions to our Website you hereby grant us a non-exclusive, irrevocable, perpetual, royalty-free, sublicensable, transferable license to copy, display, perform, reproduce, distribute, or otherwise use such Contributions, and any intellectual property rights therein, in (i) the Website, (ii) any product or service provided by us or on our behalf, or (iii) in any of our research and developments efforts, and (iv) as otherwise permitted by law.
3. ELIGIBILITY
3.1. In order to use the Website, you covenant and agree that the following are true:
- You are of age 18 or over; and
- You have the authority and right to be bound by these Terms of Use, including the authority and right to bind any organization you are acting on behalf of.
4. RESTRICTION ON USE
4.1. You covenant and agree that you will not use, directly or indirectly, or encourage or permit others to use, our Website in violation with these Terms of Use. You further agree that you shall not:
- Use or attempt to use the Website for any person other than yourself;
- Access or use the Website in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights, privacy rights or any other right of any third party, including, but not limited to, by your use of framing or mirrors;
- Directly or indirectly take any action or use the Website in any manner that could damage, destroy, disrupt, disable, impair, overburden, or otherwise impede or harm in any manner our Website or any content, in whole or in part, or interfere with any other user’s use and enjoyment of the Website;
- Disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to our Website any portion thereof or any computer network or system that supports our Website;
- Bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by us or any of our service providers to protect our Website and its content;
- Use or introduce any device, malware, software, virus, Trojan horse, worms, logic bombs, or any other material that (i) is malicious or harmful to the Website in any way, or (ii) interferes with the function of the Website or any portion thereof;
- Extract any Website data by scrapping or the use of any other means;
- Use any methods or technology that allows users or third parties to access the Website through deep linking or any other measure that directly links to any internal portion of our Website;
- Post, submit or otherwise make availably any Contributions that (i) are threatening, tortious, defamatory, libelous, indecent, obscene, pornographic invasive of another’s privacy or otherwise violate any law, including but not limited to, data privacy laws, (ii) disclose any information about a third party, including, but not limited to, their email, postal address, phone number, credit card information or any other similar information which can be used with any of the foregoing to reasonably identify the identity of such third party, or (iii) otherwise violate or breach this Section 4 or the Terms of Use; or
- Encourage or enable any other individual to do any of the foregoing.
5. TERMINATION
5.1. You acknowledge and agree that (i) your limited license in Section 2.1 may be suspended for any period of time or otherwise terminated by us at any time and for any reason, (ii) we may shut down, suspend, terminate or otherwise make the Website or any portion thereof, unavailable to you for any period of time or indefinitely, and (iii) we may not provide you notice of such termination or such unavailability of the Website. We hereby disclaim any losses or damages incurred by you, including, but not limited to, any loss of value of those Digital Assets made subject to any services provided or otherwise offered under or in connection with our Website.
5.2. Survival. The following Sections shall survive termination of the Terms of Use: 2.4 (Your Contributions), 6 (Intellectual Property), 8 (Representations and Warranties), 9 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnity), and 12 (Copyright Infringement Claims).
6. INTELLECTUAL PROPERTY
6.1. Ownership. As between Figment and you, Figment is the sole and exclusive owner of all right, title and interest in and to the Website and its content (other than your Contributions which are licensed to us under Section 2.4) features and functionality, including, without limitation, all information, software, text, displays, images, video, audio, and the selection, design and arrangement thereof, and any modifications, enhancements, derivatives thereto and all intellectual property rights therein. No other right, title or interest in or to the Website is transferred to you, and all rights not expressly granted are reserved by us.
Certain names, logos, and other materials displayed in and through the Website may constitute trademarks, trade names, service marks or logos (“Trademarks”) of Figment. You acknowledge and agree that you are not authorized to use any such Trademarks without the express written permission of Figment. Ownership of all such Trademarks and the goodwill associated therewith accrues to and remains exclusively and solely owned by Figment.
6.2. Reservation of Rights. Except for the limited license granted to you in Section 2.1, nothing in these Terms of Use transfers or grants to you, by implication, waiver, estoppel, or otherwise, any license to, or any right, title, or interest in or to any intellectual property rights, industrial rights, or other similar rights owned or controlled by Figment anywhere in the world.
6.3. Feedback. From time to time you may provide us with suggestions, ideas or other information relating to the Website, its features, functionality or any service provided under or in connection with the Website (“Feedback”). You acknowledge and agree that such Feedback shall inure to the benefit of Figment and shall be our exclusive intellectual property. As such, you hereby assign to Figment any and all right, title, and interest in and to your Feedback, including any intellectual property rights therein.
7. PRIVACY
We understand the importance of confidentiality and privacy regarding your information. Please see our Privacy Policy for a description of how we may collect, use and disclose your information in connection with the Website.
8. REPRESENTATIONS AND WARRANTIES
8.1. Your Representations and Warranties. You represent and warrant that: (i) to the extent that you are acting on behalf of an organization, you have the right and authority to bind such organization to these Terms of Use and such organization is duly organized, validly existing, and in good standing under the appropriate jurisdiction of organization; (ii) you, and any organization you are acting on behalf of, have the right to enter into these Terms of Use; (iii) you have all requisite power and authority to, and no other proceedings on your part are necessary to, execute and deliver these Terms of Use; (iv) your performance of your duties and obligations under these Terms of Use and in connection with your use of the Website and any services offered under or in connection with these Term of Use shall comply with all applicable laws, rules, and regulations; (v) you and the organization or entity you may be acting on behalf of are not located in a prohibited jurisdiction; (vi) you have the full legal authority and right to be bound to these Terms of Use; (vii) you will comply or otherwise adhere to those obligations, duties and restrictions set forth in Section 4; (viii) you are not listed by the U.S. Government, any other government or legal authority as a prohibited or restricted party; (ix) your Contributions and your use of the Website shall not infringe, misappropriate or otherwise violate the intellectual property rights and privacy rights of any other right of any third party; (x) you have the rights, permissions and authority to grant us the licenses and rights granted to us in these Term of Use; and (xi) you are not subject to any restriction or prohibition that would limit or prohibit your use of the Website in accordance with these Terms of Use.
9. DISCLAIMER
YOU ACKNOWLEDGE AND AGREE THAT OUR WEBSITE AND ITS CONTENT, FEATURES AND FUNCTIONALITY ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE AND RELIANCE OF THE WEBSITE, OUR CONTENT, FEATURES OR DATA SUBMITTED BY YOU OR OTHER USERS IS AT YOUR SOLE RISK. TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, FIGMENT AND ITS OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES AND SPECIFICALLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, STATUTORY, OR WARRANTIES OF ANY KIND WITH RESPECT TO OUR WEBSITE, ITS CONTENT, ITS FEATURES, OR OTHERWISE IN CONNECTION WITH THESE TERMS OF USE, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FREEDOM FROM DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, QUALITY, SECURITY, ACCURACY, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, OR SPEED OF DELIVERY. WITHOUT LIMITING THE FOREGOING, NEITHER FIGMENT NOR ANY OF OUR REPRESENTATIVES REPRESENT OR WARRANT THAT THE WEBSITE OR ITS CONTENT WILL BE ERROR-FREE, UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, ITS CONTENT, OR SERVICES MADE AVAILABLE UNDER OR CONNECTION WITH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE MAY CONTAIN DATA PROVIDED TO US BY A THIRD PARTY. THIS DATA MAY HAVE BEEN COLLECTED BY A THIRD PARTY PURSUANT TO THAT THIRD PARTY’S PRIVACY POLICY AND/OR AN AUTHORIZATION OR CONSENT. FIGMENT AND OUR OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES AND SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY DATA PROVIDED BY THIRD PARTIES AND INCLUDED IN THE WEBSITE OR USED IN ANY SERVICES MADE AVAILABLE UNDER OR IN CONNECTION WITH THE WEBSITE. EXCEPT AS MAY BE SET FORTH IN OTHER FIGMENT POLICIES, FIGMENT AND OUR OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS ARE NOT RESPONSIBLE FOR ANY DATA PROVIDED TO FIGMENT BY A THIRD PARTY AND INCLUDED IN THE WEBSITE OR ANY PORTION THEREOF.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ACTS OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, UNDER NO CIRCUMSTANCE AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL FIGMENT BE LIABLE UNDER THESE TERMS OF USE TO YOU, THE ORGANIZATION YOU ACT ON BEHALF OF, OR TO ANY OTHER PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR ENHANCED DAMAGES OR LOST PROFITS, LOSS OF GOODWILL, INTEREST, ATTORNEYS’ FEES, OR ANY LOSS OR DAMAGES ARISING FROM OR IN CONNECTION TO YOUR USE OF THE WEBSITE OR ANY SERVICES, PRODUCTS, CONTENT OR DATA AVAILABLE FROM THE WEBSITE. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, TO THE EXTENT OUR LIABILITY IS NOT ALREADY EXCLUDED BY THE FOREGOING, OUR AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OF USE, OUR WEBSITE, YOUR CONTRIBUTIONS, AND ANY DATA OR INFORMATION PROVIDED UNDER OR IN CONNECTION WITH OUR WEBSITE SHALL OTHERWISE BE LIMITED TO AN AMOUNT EQUAL TO ONE HUNDRED U.S. DOLLARS ($100).
11. INDEMNITY
You shall indemnify, defend, and hold Figment and any of our officers, directors, employees, successors, and assignees harmless from and against any and all losses, including, but not limited to, third-party claims, suffered by us arising from your (i) breach of these Terms of Use; (ii) breach of your representations and warranties and/or covenants made hereunder; (iii) use of our Website, its content or features in violation of these Terms of Use or in any other unauthorized manner; (iv) your infringement, misappropriation, or violation of the rights of any other person or organization; (v) any content, material, Contributions or information (in any form or medium) that you submit, post, upload, provide, contribute, or make available through the Website’s features; and/or (vi) violation of any and all applicable laws, rules, or regulations. If you are obligated to defend us, we have the right to control any action if we want and you shall not settle any action without our consent, unless the settlement is only for money damages, which you shall entirely pay.
12. COPYRIGHT INFRINGEMENT CLAIMS
Figment reserves the right to remove any Contributions, content or any other material or information available on or through our Website, at any time, for any reason, which you may have posted or otherwise provided. Figment otherwise complies with the provisions of the Digital Millennium Copyright act (“DMCA”) applicable to internet service providers (17 U.S.C. § 512, as amended), and responds to clear notices of alleged copyright infringement. If you have a good faith belief that your copyrighted works are subject to a DMCA takedown, submit the information below:
- An electronic signature or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification and description of the copyrighted work that you claim has been infringed and its location on our Website;
- Information reasonably sufficient for us to contact you;
- A statement that you have a good faith belief that use of the copyrighted work is not authorized by its recorded owner; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or their designated agent who is authorized to act on their behalf.
If you have objections to copyrighted content or material made available on or through our website, you may submit a notification with the above information to our designated agent at the following address:
Figment: legal@figment.io
13. MISCELLANEOUS
13.1. Waiver. The failure of us to insist upon strict adherence to any term of these Terms of Use on any occasion shall not be considered a waiver nor shall it deprive us of the right thereafter to insist upon strict adherence to that term or any term of these Terms of Use. Any waiver must be in writing signed by us.
13.2. Severability. If, for any reason, any part of these Terms of Use is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, such adjudication will not affect or impair, in whole or in part, the validity, enforceability or legality of any remaining portions of these Terms of Use.
13.3. Assignment. You shall not assign or transfer (whether by operation of law or otherwise) these Terms of Use (or any rights or obligations hereunder) to a third party.
13.4. Exclusive Forum. Any claim, dispute, or controversy arising out of or relating to the Terms of Use including, but not limited to, the arbitrability of any claim, dispute or controversy, or the breach, termination, enforcement, interpretation, validity, or scope hereof shall be resolved by private, confidential and binding arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by written agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either party. Arbitration shall be held in Toronto, Ontario, unless otherwise agreed by the parties in writing. The arbitration procedure to be followed shall be agreed in writing by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
13.5. Class Action Waiver. Notwithstanding anything to the contrary contained herein, any arbitration pursuant to these Terms of Use must be on an individual basis. As a result, you agree not to join or consolidate claims in an arbitration by or against any other person, or litigate in court or arbitrate any claims as a representative or member of a class or private attorney general action.
13.6. Cooperation and Assurances. You acknowledge that we may be obligated to report certain activities or information to relevant authorities related to your use of the Website or any of the services provided under or in connection with the Website. As a result, you agree to promptly provide such information or cooperation as we may reasonably request in order to address any matter with, or inquiries by, any regulatory authorities related to the Website or any services provided under or in connection with the Website.
13.7. Linked Sites and Hyperlinks. The Website may contain hyperlinks or references to other websites (“Linked Sites”) operated by third parties. This includes links contained in advertisements, including banner advertisements and sponsored links. The Linked Sites may not be under our control; therefore, we are not responsible for the information, products or services described thereon, or for the content of or any resources referenced in any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply an endorsement of the Linked Site or any association with its operators or owners. Your use of these Linked Sites is at your own risk and subject to the terms and conditions of use for such Linked Sites. We are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.
To the extent you have arrived to the Website through a Linked Site, you understand and agree that we are not responsible for the information, products or services described on those Linked Sites and only these Terms of Use will apply to your use of or access to the Website.
13.8. Force Majeure. No party will be held liable or responsible to any other party nor be deemed to have breached these Terms of Use for failure or delay in fulfilling or performing any provision hereunder when such failure or delay results from causes beyond the reasonable control of the affected party, which may include embargoes, acts of war (whether declared or not), insurrections, riots, civil commotions, acts of terrorism, strikes, lockouts or other labor disturbances, pandemics, epidemics or acts of God (a “Force Majeure Event”). The affected party will notify the other party of such Force Majeure Event as soon as reasonably practical and will make every reasonable effort to mitigate the effects of such Force Majeure Event.