Terms of Sale
These terms were last updated on November 15th, 2017
YOU MUST CAREFULLY READ THESE TERMS OF TOKEN SALE. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH COULD AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, YOU MAY NOT PARTICIPATE IN THE SALE OF ENGAGEMENT TOKENS.
Your purchase of Engagement Tokens (“EGT”) during the EGT sale period (“Sale Period”) from Engagement Foundation (“Company,” “we,” or “us”) – together the “Parties” – are subject to these Terms of Sale (“Terms”). By purchasing EGT from the Company during the Sale Period and/or using EGT relating to the SolidOpinion platform and/or services, you are bound by these Terms. If you have any questions regarding these Terms, please contact Company at email@example.com.
You and Company agree as follows:
EGT are intended to be used for online advertising and other online activity or transactions and services (the “Services”), as facilitated through an online platform that Company and its affiliates developed and deploys on partner websites (the “Platform”). Ownership of EGT carries no rights, expressed or implied, other than the right to use EGT to obtain Services, and to enable usage of and interaction with the Platform. In particular, you understand and accept that EGT do not represent or confer any ownership right, stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform, and/or Company and its corporate affiliates, other than rights relating to the receipt of Services and use of the Platform, subject to limitations and conditions in these Terms and applicable Platform Terms and Policies. EGT are not a virtual or digital currency, security, commodity or any other kind of financial instrument.
Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of EGT from Company during the Sale Period. The use of EGT about the Services or Platform may be governed by other applicable terms and policies (collectively, the “Platform Terms and Policies”). Any Platform Terms and Policies will be available at http://engagementtoken.com or other websites provided by Company, including but not limited to: http://solidopinion.com, http://ppacentral.com and http://engagement1000.com. Company may update each of the Platform’s Terms and Policies from time to time. To the extent of any conflict with these Terms, the Platform Terms and Policies shall control with respect to any issues relating to the use of EGT about the Services or Platform.
Refusal of Purchase Requests; Cancellation Rights
All your purchases of EGT from the Company during the Sale Period are final, and Company will not refund or cancel any sales, except as required by court order, applicable law or regulation. Company reserves the right to refuse or cancel EGT purchase requests at any time in its sole discretion.
EGT Sale Procedures and Specifications
Company will create a total of 10 billion EGT through the Smart Contract System out of this total number a pool of 3 billion EGT will be released directly to the Company (“Company EGT”) for future growth efforts; 1 Billion EGT will be allocated to the team, partners and early bakers (“Incentive Pool”). A separate pool of up to 6 billion EGT (ICO Allotment) will be created by the Smart Contract System for sale by the Company to purchasers during the Sale Period. All EGT will be of equal value and functionality.
The Company’s sale of EGT will begin on November 27th, 2017 9am EST and last until January 3rd, 2018, or until the entire ICO Allotment has been allocated.
Buying and Receiving EGT
The sale price of one (1) EGT will be 0.000035 Ether. To purchase EGT during the Sale Period, and to receive the EGT you purchase, you must have an electronic wallet that supports the Ethereum ERC20 token standard. Company reserves the right to require additional wallet requirements.
Three days prior to the commencement of the Sale Period, Company will publish an address for the EGT sale via www.engagementtoken.com. To initiate a purchase of EGT during the Sale Period, buyer must send an amount of Ether to an Ethereum address (the “Token Address”) that will be provided to you only after you agree to these Terms by clicking the “I Agree with the Terms”. Sending Ether or any other acceptable cryptocurrency to the Token Address during the Sale Period triggers a smart contract operation, pursuant to which the Smart Contract System will automatically create and deliver the corresponding EGT to the ERC20 wallet address from which the Ether were sent at the completion of the initial coin offering (execution day).
Ether or other cryptocurrencies as designated by Company, must be sent to the Token Address during the Sale Period to purchase and receive EGT. Sending cryptocurrencies to any other address may result in loss of Ether. Attempted transactions to purchase EGT will be rejected if Ether is sent to the designated Token Address at any time before or after the Sale Period, or if the total ICO allotment has been allocated.
The Smart Contract System is deployed by Company from the Cayman Islands, and is programmed so that all transactions it executes will be executed in the Cayman Islands. As such, title to, and risk of loss of, EGT created and delivered by the Smart Contract System passes from Company to purchasers in the Cayman Islands.
Use of Proceeds from EGT Token Sale
The Company will allocate funds received during the ICO Period to a “Publisher Growth Fund”. The Publisher Growth Fund will be used to grow the adoption of the Platform by engaging additional publishers, users and advertisers, and by expanding the Platform’s functions as requested by the publishers, advertisers and user base.
Acknowledgment and Assumption of Risks
You acknowledge that there are risks associated with purchasing EGT, holding EGT, and using EGT regarding the Services and Platform. If you have any questions regarding these risks, please contact Company at firstname.lastname@example.org.
BY PURCHASING EGT, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS AND AGREE THAT YOU WILL NOT HOLD COMPANY LIABLE FOR LOSSES OF ANY KIND REGARDING THESE ASSUMED RISKS.
You are solely responsible for implementing all measures for securing the wallet, vault or other storage mechanism you use to receive and hold EGT you purchase from Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your EGT. Company is not responsible for any such losses.
Company may determine, in its sole discretion, that it is necessary to obtain certain information about you to comply with applicable law or regulation regarding selling EGT to you. You agree to provide Company such information promptly upon request, and you acknowledge that we may refuse to sell EGT to you until you provide such requested information and Company has determined that it is permissible to sell you EGT under applicable law or regulation.
You are solely responsible for determining which, if any, taxes apply to receiving EGT, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of EGT.
Representations and Warranties
By transferring Ether or any other cryptocurrency designated as acceptable by Company, to the smart contract system (“Smart Contract System”) to obtain EGT from Company, you represent and warrant that:
- You have read and understand these Terms;
- You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic coins like Bitcoin and tokens like Ether, coin or token storage mechanisms such as token wallets, blockchain technology and blockchain-based software systems to understand these Terms and to appreciate all risks and implications of purchasing EGT;
- You have obtained sufficient information about EGT to make an informed decision to purchase EGT;
- You understand the restrictions and risks associated with the creation of EGT by the Smart Contract System as set forth herein, and acknowledge and assume all such risks;
- You understand, acknowledge and assume the risks associated with the purchase, holding and use of EGT regarding the Services and Platform, as explained and disclosed in these terms;
- You understand that EGT confer only the right to receive Services and to access the Platform, and confer no other rights of any form with respect to the Platform or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
- You are purchasing EGT for receiving Services, accessing the Platform, and supporting the development, testing, deployment and operation of the Platform, being aware of the commercial risks associated with the Company and the Platform. You are not purchasing EGT for other purposes, including, but not limited to investment or investment-like purposes;
- Your purchase of EGT complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing EGT, using EGT, and entering into contracts with Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained; You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of EGT;
- If you are purchasing EGT on behalf of an entity, you are authorized to accept these Terms on that entity’s behalf and such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
- You are not (i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited and/or limited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;
- You are not resident or domiciled in New York State or Washington or purchasing EGT from a location in New York State or Washington;
- You understand and acknowledge that title to, and risk of loss of, EGT you purchase from Company and receive from the Smart Contract System passes from Company to you in the Cayman Islands.
To the fullest extent permitted by law, you will indemnify, defend and hold harmless Company and its respective past, present and future employees, board members, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of EGT, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.
Company reserves the right to exercise sole control over the defense, at your expense. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) EGT ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO EGT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) COMPANY DOES NOT REPRESENT OR WARRANT THAT EGT ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN EGT WILL BE CORRECTED; AND (C) COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT EGT OR THE DELIVERY MECHANISM FOR EGT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
In jurisdictions which do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all the exclusions of warranties and disclaimers in this section may not apply to you.
Release and Limitation of Liability
To the fullest extent permitted by applicable law, you release Company and other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF EGT OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE EGT, EXCEED THE AMOUNT YOU PAY TO COMPANY FOR EGT.
(B) THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY
(C) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
Risks Relating to Purchase, Holding Sale and Use of EGT
EGT are not sold as securities or any other form of investment product. Accordingly, none of the information presented in these Terms is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
The Engagement Token is a token for the online advertising industry. It pays participating publishers for their content and users for their engagement, while providing advertisers with flexibility and more direct access to content. Cryptographic tokens such as EGT are a new and not well tested technology. Therefore, holding and use of EGT might include risks which the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms.
By purchasing, holding and/or using EGT, you expressly acknowledge and assume the following risks:
Risk of Losing Access to EGT Due to Loss of Private Key(s) and/or Custodial Error and/or Purchaser Error
A private key, and/or a combination of private keys, is necessary to control and dispose of EGT stored in your digital wallet(s) or vault(s). Accordingly, loss of key(s) associated with your digital wallet or vault storing EGT will result in loss of such EGT. Moreover, third parties that gain access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your EGT. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store EGT, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your EGT. Additionally, your failure to follow precisely the procedures set forth herein for buying and receiving EGT, including, for instance, if you provide the wrong address for receiving EGT, may result in the loss of your EGT.
Risks Associated with the Ethereum Protocol
Because EGT is based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on EGT and/or the Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to EGT and the Platform, including the utility of EGT for obtaining Services, by rendering the cryptographic consensus mechanism of the Ethereum protocol ineffective.
Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, EGT are susceptible to attacks by miners during the validation of EGT transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Platform and EGT, including, but not limited to, accurate execution and recording of transactions involving EGT.
Risk of Hacking and Security Weaknesses
Hackers and/or other malicious groups or organizations may attempt to interfere with the Platform or EGT in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform utilizes open-source software, there is a risk that a third party or a member of the Company may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and EGT, including EGT’s utility for obtaining Services.
Risk of Uninsured Losses
Unlike most bank accounts and/or accounts at other financial institutions, EGT are not insured unless you specifically obtain private insurance. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of crypto-currencies, tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is further difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including laws and regulations which may affect EGT or the Platform. Regulatory actions could negatively impact EGT and the Platform in various ways. In the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction, company may cease operations in a jurisdiction
Risks Arising from Taxation
You must seek your own tax advice in connection with purchasing EGT, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Risk of Alternative Platforms
It is possible that alternative platforms could be established that attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternative platforms, which could negatively impact the Platform and EGT, including EGT’s utility for obtaining Services.
Risk of Insufficient Interest in the Platform or Distributed Applications
It is possible that the Platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed platforms (such as the Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and the potential utility of EGT, including its utility for obtaining Services.
The Platform as functioning to-date may still undergo significant changes over time. This could create the risk that EGT or the Platform, as further developed and maintained, may not meet your expectations at the time of purchasing EGT. Furthermore, despite Company’s good faith efforts to further develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately build out or maintained, which may negatively impact the Platform and the potential utility of EGT, including its utility for obtaining Services.
Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
The Company intends to use the proceeds from selling EGT to fund publisher participations. However, since the proceeds of the sale of EGT will be denominated in Ether and/or other cryptographic currencies, these currencies could unfavorably fluctuate during or after the Sale Period. The Company may therefore not be able to fund publisher participation as expected.
Risk of Dissolution of the Company
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether or other cryptographic and fiat currencies, decrease in EGT’s utility (including its utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate, and the Company may dissolve.
Risks Arising from Lack of Governance Rights
Because EGT confer no governance rights of any kind with respect to the Platform or Company, all decisions involving the Platform or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to sell more EGT for use in the Platform, or to sell or liquidate the Company. These decisions could adversely affect the Platform and the utility of EGT that you hold, including EGT’s utility for obtaining Services.
Risks Associated with Advertising-Supported Business Models
The Company’s growth and adoption of the Platform depends on the Company’s ability to maintain and expand its existing relationships with advertisers and publishers and Company’s ability to develop new relationships with other advertisers and publishers within the Platform. As the advertising market generates and develops new concepts and technology, Company may incur additional costs to implement a more effective Platform and may have to adjust to new tracking and unforeseeable technologies that could diminish the effectiveness of Company’s platform. Continuing to develop and improve the Platform to keep up with these changes may require significant time and additional investment. If Company cannot continue to develop and improve the Platform to maintain competitiveness in light of such changes, the Platform may not remain viable, which could negatively impact the utility of EGT, including its utility for obtaining Services.
Risks Associated with New and Evolving Laws Impacting Advertising and Advertising Technology
Advertising and advertising technology systems, and by extension Company’s Platform, are subject to federal, state and international laws and regulations, including those with respect to consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, child protection, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Company could be enacted. As the Platform evolves, Company may be subject to new laws and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of Company’s resources. If Company fails to comply with these applicable laws or regulations, it could receive negative publicity and be subject to significant liabilities which could adversely impact the Company, the Platform and EGT, including EGT’s utility for obtaining Services.
Additionally, advertisers and publishers within the Platform are subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and EGT, including EGT’s utility for obtaining Services.
Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES. IF YOU ARE LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE WAY YOU CAN SEEK RELIEF FROM COMPANY.
Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which some individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Federal Arbitration Act. The enforceability of this Section 14 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
Notice; Informal Dispute Resolution.
Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by email to Company at email@example.com. Notice to you shall be by email to the then-current email address in your Account. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14(a), file a claim in court.
Any arbitration will occur in Los Angeles County, California. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. The state and federal courts located in Los Angeles County, California will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of the Cayman Islands.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
These Terms constitute the entire agreement between you and Company relating to your purchase of EGT from Company. Company may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If Company makes changes, it will post the amended Terms at http://engagementtoken.com/terms/ and update the “Last Updated” date above. Company may also attempt to notify you through email. The amended Terms will be effective immediately. Company may assign its rights and obligations under these Terms. Company’s failure to exercise or enforce any right or provision of these Terms it not to be construed as a waiver of such right or provision. Company will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing EGT from Company does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and Company and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that Company provides to you, including these Terms, will be provided in electronic form.