CLAUSE 1. DEFINITIONS
CLAUSE 2. TERMS AND CONDITIONS, STATUS AND ACCEPTANCE
CLAUSE 3. ACQUISITION LIMITATIONS
CLAUSE 4. GENERAL
CLAUSE 5. REPRESENTATIONS AND WARRANTIES; COVENANTS
CLAUSE 6. RISKS OF TOKENS AND LIMITATIONS OF LIABILITIES
CLAUSE 7. DISCLAIMER OF WARRANTIES
CLAUSE 8. LIMITATION OF LIABILITY
CLAUSE 9. INDEMNITY
CLAUSE 10. INTELLECTUAL PROPERTY RIGHTS
CLAUSE 11. THIRD-PARTY CONTENT
CLAUSE 12. APPLICABLE LAW
4. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
a. This arbitration agreement and Class Action Waiver is part of the Zed Token Terms and Conditions that governs your use of the Token, and interaction with the Platform when using the Token. By acquiring the Token, you and we agree to these terms.
b. If there is a dispute between you and the Company, you and the Company agree to try to resolve it informally for 60 days. If you and the Company are not able to resolve the dispute, you and the Company agree to binding individual arbitration before the British Virgin Islands International Arbitration Centre (“BVI IAC”) under the British Virgin Islands Arbitration Act 2013 (“BVIAA”) and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of review under the BVIAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties.
c. Disputes covered — everything except IP. The term “dispute” is as broad as it can be. It includes any claim or controversy between you and the Company or any Company Affiliates any matter under any legal concept including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, or our licensors’ intellectual property rights.
d. If you have a dispute with the Company, you must first email a Notice of Dispute to firstname.lastname@example.org, and include your full legal name, address, how to contact you, what the issue is, . If you have a dispute and our customer service representatives can’t resolve it.
e. If the Company has a dispute with you, the Company will send to you a Notice of Dispute, either by email, or any other agreed method available to the Company. After 60 days, you or the Company may start an arbitration if the dispute remains. Instead of mailing a Notice of Dispute, you may sue us in small claims court if you meet the court’s requirements in the county of your residence.
f. Arbitration procedure. The BVI IAC will conduct any arbitration under its Administered Arbitration Rules (“AAR”). For more information, see https://www.bviiac.org.
g. There shall be no restriction on the parties attending the arbitration telephonically.
h. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim. Under AAR, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim. But a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.
i. Arbitration fees and payments:
(i) For disputes with a value of less than USD $75,000, the Company will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If you reject the Company’s last written settlement offer made before the arbitrator was appointed, and your dispute goes to an arbitrator’s decision, which is called an award, and the arbitrator awards you more than the Company’s last written offer, the Company will: (a) pay the greater of the award or $1,000 USD; (b) pay your reasonable legal fees, if any; and (c) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration.
(ii) For disputes with a value of USD $75,000 or greater, the AAR will govern payment of filing fees and the AAR’s and arbitrator’s fees and expenses.
j. If either party has a dispute, and wishes to bring a claim, the arbitration claim must be filed within one year of the date of the incident, which is the subject of the dispute. If either party does not file in arbitration any claim or dispute, (except intellectual property disputes) within one year from when it first could be filed, it’s permanently barred.
k. You may reject any change we make to this Arbitration Agreement and Class Action Waiver by sending us notice within 30 days of the change to the email address listed above. If you do, the most recent version of this Arbitration Agreement and Class Action Waiver before the change you rejected will apply.
l. Severability. If any part of this Arbitration Agreement and Class Action Waiver is found to be illegal or unenforceable, the remainder will remain in effect (with an arbitration award issued before any court proceeding begins), except that if a finding of partial illegality or unenforceability would allow class-wide or representative arbitration, this Arbitration Agreement and Class Action Waiver will be unenforceable in its entirety.
m. This Agreement governs if it conflicts with the AAR.
n. Company Affiliates are third-party beneficiaries. Affiliates of the Company. are not parties to this Arbitration Agreement and Class Action Waiver but are third-party beneficiaries of your agreement with the Company to resolve disputes through informal negotiation and arbitration
o. For the avoidance of doubt, subject to the exceptions expressed above, any dispute, controversy, difference or claim arising out of or relating to this agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the British Virgin Islands International Arbitration Centre (“BVI IAC”) under the British Virgin Islands Arbitration Act 2013 and arbitration rules in force when a notice of arbitration is submitted by one party to the other. The law of this arbitration clause shall be British Virgin Islands law. The seat of arbitration shall be the British Virgin Islands. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.
CLAUSE 13. MISCELLANEOUS
- obtain and retain customers; successfully develop, maintain and update internal controls to manage compliance within an evolving and complex regulatory environment;
- effectively identify and react to market trends;
- be involved in the successful development and deployment of the Platform; implement new products and services;
- successfully execute the Company’s funding strategy;
- effectively compete with other companies;
- successfully navigate economic conditions and fluctuations in the market;
- effectively manage the growth of the business;
- continue to develop, maintain and scale the Platform;
- effectively use finite personnel and technology resources;
- effectively maintain and scale financial and risk management controls and procedures;
- maintain the security of technology infrastructure, and the confidentiality of the information provided and utilized therein; and attract, integrate and retain qualified employees and contractors.