Covenant — Terms of service

Covenant — Terms of Service

Last revised on: February 11, 2024

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1. Welcome to Covenant.finance and the Interface!

These terms of use are entered into by and between you and Covenant Labs, Inc., a Delaware corporation and its affiliates and subsidiaries (collectively, “Covenant,” “we,” “us,” and “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.covenant.finance (the “Website”) and any applications, content, functionality, and services offered on or through the Website (collectively, the “Services”).

Please read the Terms of Use carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, including our Privacy Policy, which is incorporated herein by reference and as amended from time to time. If you do not agree to these Terms of Use (including the Privacy Policy), you must not access or otherwise use the Services.

Covenant.finance provides information and resources about the fundamentals of the decentralized non-custodial liquidity protocol called the Covenant Protocol, comprised of open-source self-executing smart contracts that are deployed on various permissionless public blockchains, such as Optimism (the "Covenant Protocol" or the "Protocol"). We do not control or operate any version of the Covenant Protocol on any blockchain network.

The Services provide one of the available applications through which users, via their self-custodial wallets, interact with the Covenant Protocol.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND WE AGREE THAT ANY DISPUTES RELATING TO THE SERVICES (AS DEFINED BELOW) WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

BY USING THE SERVICES, YOU HEREBY AGREE THAT YOU ARE NOT A CITIZEN OF, LOCATED IN, INCORPORATED IN, OR OTHERWISE HAVE A REGISTERED OFFICE IN (I) THE UNITED STATES OF AMERICA (A “US PERSON”) OR (II) CUBA, IRAN, MYANMAR (BURMA), NORTH KOREA, SYRIA, THE REGIONS OF CRIMEA, DONETSK, OR LUHANSK, OR ANY OTHER COUNTRY OR REGION THAT IS THE SUBJECT OF COMPREHENSIVE COUNTRY-WIDE OR REGION-WIDE ECONOMIC SANCTIONS BY THE UNITED STATES OF AMERICA, CANADA, THE UNITED KINGDOM, OR THE EUROPEAN UNION (COLLECTIVELY, “SANCTIONED TERRITORIES”). YOU ALSO HEREBY AGREE THAT YOU ARE NOT THE SUBJECT OF ECONOMIC OR TRADE SANCTIONS ADMINISTERED OR ENFORCED BY ANY GOVERNMENTAL AUTHORITY OR OTHERWISE DESIGNATED ON ANY LIST OF PROHIBITED OR RESTRICTED PARTIES (TOGETHER WITH ANY PERSON OR ENTITY FROM A SANCTIONED TERRITORY, A “SANCTIONED PERSON”). IF YOU ARE A US PERSON OR A SANCTIONED PERSON DO NOT USE THE SERVICES OR ATTEMPT TO USE A VIRTUAL PRIVATE NETWORK OR OTHER TECHNOLOGY TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN.

You are entering into a binding Agreement.

BY ACCESSING OR USING OUR SERVICES, WHICH INCLUDE OUR VARIOUS WEBSITES, INCLUDING, WITHOUT LIMITATION, COVENANT.FINANCE AND APP.COVENANT.FINANCE (AND ANY RESPECTIVE SUBDOMAINS); APPLICATIONS, AND OTHER SERVICES THAT LINK TO THESE TERMS, AS WELL AS ANY INFORMATION, TEXT, LINKS, GRAPHICS, PHOTOS, AUDIO, VIDEO, OR OTHER MATERIALS STORED, RETRIEVED OR APPEARING THEREON, WHETHER ACCESSED THROUGH THE SITE OR OTHERWISE (COLLECTIVELY, THE “SERVICES”), YOU ARE ENTERING INTO A BINDING AGREEMENT WITH US THAT INCLUDES THESE TERMS, PRIVACY POLICY (FOUND HERE), AND OTHER POLICIES REFERENCED HEREIN (COLLECTIVELY, THE “AGREEMENT”).

To the extent that there is a conflict between these Terms and any applicable additional terms, these Terms will control unless expressly stated otherwise. If you don't agree with these Terms, you may not use the Services and should not visit the Site or otherwise engage with the Services.

Use of the Services

To use the Services, you must legally be able to enter into the Agreement. By using the Services, you represent and warrant that you meet the eligibility requirement. If you do not meet the requirement, you must not access or use the Site or the Services.

We may update the Services and the Terms.

We may change or update the Services, the Agreement, and any part of the Terms at any time, for any reason, at our sole discretion. Once any part of the Agreement is updated and in effect, you will be bound by the Terms if you continue to use the Services. We may, at any time, and without liability to you, modify or discontinue all or part of the Services (including access to the Services via any third-party links).

2. Services

Covenant.finance is an informational resource about the Protocol; however, it is not the exclusive or sole source.

All information provided in connection with your access and use of the Services is intended for informational purposes only. While we strive to provide accurate and reliable information, we cannot guarantee the accuracy, completeness, or timeliness of the information provided. We are not liable to you for any inaccurately quoted information including but not limited to Digital Asset rates or pricing rates for any Digital Assets. The Services cannot control the timing of any transactions, transaction times are based on your Digital Assets and the Blockchain Technology selected, and we are not liable or responsible for any delays or any issues due to untimeliness of any transactions initiated through the Services. It is possible that the information may be outdated or subject to errors or omissions. The codebases of all the versions of the Covenant Protocol are maintained on each full network node of the relevant blockchain. You should not take, or refrain from taking, any action based on any information contained on Covenant.finance, including, without limitation, the docs.Covenant.finance ("Developer Docs") or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource.

Users retain full control over their cryptoassets.

It is important to understand that neither we nor any affiliated entity is a party to any transaction on the blockchain networks underlying the Covenant Protocol; we do not have possession, custody or control over any cryptoassets, or any user’s funds. You understand that when you interact with Covenant Protocol, you retain control over your cryptoassets at all times.

Users use third-party self-custodial wallets to interact with the Covenant Protocol; we have no control or guarantee over the wallets.

To interact with the Covenant Protocol using the Services, you will need to connect and engage with it through your self-custodial wallet. It's essential to understand that your self-custodial wallet is provided by a third-party entity and is generally governed by separate terms and conditions set by the respective third-party service provider. These terms and conditions may involve additional fees, disclaimers, or risk warnings regarding the accuracy and reliance on the provided information. Reviewing and comprehending the terms and conditions associated with your chosen self-custodial wallet provider to ensure compliance and to be aware of any applicable charges or risks is your sole responsibility.

Users use third-party self-custodial wallets to interact with the Covenant Protocol; we have no control or guarantee over the wallets.

Use of the Website, in particular for transactions involving digital assets, are highly volatile, experimental, and may carry financial risk. All transaction decisions are made solely by you. We accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Website for performing digital asset transactions through the Services, including but not limited to trading digital assets. The Website attempts to provide up-to-date information for all digital assets listed; however, due to the nature of self-custodial wallets some information may be out of date or inaccurate. As you control your own self-custodial wallet you are solely responsible for verifying any information regarding digital assets and the Services. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any information distributed via the Services or otherwise encountered when using the Services. We are not liable to you for any inaccurately quoted information including but not limited to digital asset rates or pricing rates for any digital assets. Our Website cannot control the timing of any transactions, and we are not liable or responsible for any delays or any issues due to untimeliness of any transactions initiated through the Website. Use of the Website is at your sole risk and liability.

We are not intermediaries to the Covenant Protocol transactions.

Due to the non-custodial and decentralized nature of the technology, we are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using our Services.

We have no information about all Services transactions beyond what is publicly available via the blockchain.

You acknowledge that we do not have information regarding all Covenant Protocol transactions beyond what is available or obtainable publicly via the blockchain. However, we may collect information regarding the users of the Services in accordance with our Privacy Policy.

There may be associated Services fees

Where you use the Website, including the Protocol, you may be required to pay a fee where necessary, including but not limited to any third party fees. You are solely responsible for paying all fees, and we are not liable to you for any delays in any transactions where you have failed to pay any fees. Although we attempt to provide accurate fee information, this information reflects our estimate of fees. Such fees may vary from the actual fees that you pay to use the Services through the Website and/or the gas fees required.

There may be associated blockchain fees.

Transactions using blockchains may require the payment of gas fees, which are essentially network transaction fees paid on every transaction that occurs on the selected blockchain network. Please note that gas fees are non-refundable. We do not provide any services to users or deliver, hold, and/or receive payment for cryptoassets. We do not receive any fees for any transactions or the Services.

3. Assumption of Risk

You assume the risks of engaging in novel and experimental technology.

Technologies such as smart contracts on various blockchains, cryptographic tokens generated by the smart contracts, and other nascent software, applications, and systems that interact with blockchain-based networks are experimental, speculative, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to the applicable blockchain (e.g., forks) could disrupt these technologies and even result in a total loss of cryptoassets, their market value, or digital funds. We assume no liability or responsibility for any such risks. If you are not comfortable assuming these risks, you should not access or engage in transactions using blockchain-based technology.

We are not liable for any third-party services or links.

We are not responsible for the content or services of any third-party, including, without limitation, any network or apps like Discord or MetaMask, and we make no representations regarding the content or accuracy of any third-party services or materials. The use and access of any third-party products or services, including through the Services, are at your own risk. Please note that we do not have control over third-party services. Consequently, we cannot guarantee, endorse, or recommend such content or services to users of the Services, nor can we endorse their use for any specific purpose.

You agree to the automated collection and disbursement of proceeds by smart contracts.

You acknowledge and agree that all transactions accessed through the blockchain-based networks will be automatically processed using one or more smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of cryptoassets are distributed.

You acknowledge the risks of using the Services.

You bear sole responsibility for evaluating the Services before using them, and all transactions on the blockchain are irreversible, final, and without refunds. The Services may be disabled, disrupted, or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all the potential risks of using and accessing our Services. You agree to accept these risks and agree that you will not seek to hold any Covenant Labs Indemnified Party responsible for any consequent losses.

You are solely responsible for the security of your self-custodial wallet.

You understand and agree that you are solely responsible for maintaining the security of your self-custodial wallet. You alone are responsible for securing your private keys. We do not have access to your private keys. Any unauthorized access to your self-custodial wallet by third parties could result in the loss or theft of any cryptoasset or funds held in your account and any associated accounts. You understand and agree that we have no involvement in, and you will not hold us responsible for managing and maintaining the security of your self-custodial wallet. The private key associated with the self-custodial wallet address from which you transfer cryptoassets or the private key associated is the only private key that can control the cryptoassets you transfer into the smart contracts.

We do not guarantee the quality or accessibility of the Services.

As a condition to accessing or using the Services, you acknowledge, understand, and agree that from time to time, the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason.

You acknowledge and agree that you will access and use the Services at your own risk. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are, and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and cryptoassets.

4.Taxes

You are responsible for your taxes and duties.

Users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services and/or payable as a result of using and/or exploiting any cryptoassets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.

Ownership

We grant you a license to use our Services.

Contingent upon your ongoing compliance with the Agreement, we grant you a personal, worldwide, revocable, non-exclusive, and non-assignable license to use the software provided to you as part of our Services. The only purpose of this license is to allow you to use and enjoy the Services solely as permitted by these Terms.

We own all rights in the Services.

We own any and all right, title, and interest in and to the Services, including, without limitation, any and all copyrights in and to any content, code, data, or other materials that you may access or use on or through the Services. Except as expressly set forth herein, your use of or access to the Services does not grant you any ownership or other rights therein.

We may use and share your feedback.

Any comments, bug reports, ideas, or other feedback that you may provide about our Services, including suggestions about how we might improve our Services, are entirely voluntary. You agree that we are free to use or not use any feedback that we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.

6.Prohibited Content

You may only use the Services if you comply with this Agreement (including, without limitation, these Terms), applicable third-party policies, and all applicable laws, rules, regulations, and related guidance. The following conduct is prohibited:

Using the Services for, or to promote or facilitate, illegal activity (including, without limitation, money laundering, financing terrorism, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons)
Exploiting the Services for any unauthorized commercial purpose
Uploading or transmitting viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services
Attempting to or actually copying or making unauthorized use of all or any portion of the Services, including by attempting to reverse compile, reformatting or framing, disassemble, reverse engineer any part of the Services
Harvesting or otherwise collecting information from the Services for any unauthorized purpose
Using the Services under false or fraudulent pretenses or otherwise being deceitful
Interfering with other users’ access to or use of the Services
Interfering with or circumventing the security features of the Services or any third party’s systems, networks, or resources used in the provision of Services
Engaging in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract in connection with the use of the Service (and operations performed by a user that are technically permitted by a smart contract may nevertheless be a violation of our Agreement, including these Terms, and the law)
Engaging in any anticompetitive behavior or other misconduct

Violating our rules may result in our intervention.

You agree and acknowledge that if you use the Services to engage in conduct prohibited by applicable law, we permanently reserve the right to completely or partially restrict or revoke your access to the Services, either completely or for a period of time, at our sole discretion. We reserve the right to amend, rectify, edit, or otherwise alter transaction data to remediate or mitigate any damage caused either to us or to any other person as a result of a user’s violation of this Agreement or applicable law.

We reserve the right to investigate violations.

We reserve the right to investigate and prosecute any suspected breaches of this Agreement, including the Terms. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.

7. Disclaimers and Limitations of Liability

We make no representations or warranties.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “COVENANT LABS INDEMNIFIED PARTIES”) MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COVENANT LABS INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR:

THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. INFORMATION (INCLUDING, WITHOUT LIMITATION, THE VALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK.
INJURY OR DAMAGE RESULTING FROM THE SERVICES. FOR EXAMPLE, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS, OR OTHER MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT THE Covenant COMPANIES INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY ANOTHER USER’S CONDUCT, UNAUTHORIZED ACTORS, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES.
VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE, OR OTHER TYPE OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICES.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY COVENANT LABS INDEMNIFIED PARTY BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

THE SERVICES OR YOUR INABILITY TO USE OR ACCESS THE SERVICES
MISUSE OF THE SERVICES (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE SERVICES)
ANY USER CONDUCT ON THE SERVICES
TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY THE SERVICES

IN ADDITION TO THE FOREGOING, NO COVENANT LABS INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY:

USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS
SERVER FAILURE OR DATA LOSS
THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR CRYPTOASSET NETWORK (INCLUDING ANY WALLET PROVIDER), INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING, OR CYBERSECURITY BREACHES
ANY CHANGE IN VALUE OF ANY CRYPTOASSET
ANY CHANGE IN LAW, REGULATION, OR POLICY
EVENTS OF FORCE MAJEURE
ANY THIRD PARTY

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE Covenant COMPANIES INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

IN NO EVENT WILL THE COVENANT LABS INDEMNIFIED PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED ONE THOUSAND U.S. DOLLARS (U.S. $1,000.00).

UNDER NO CIRCUMSTANCES SHALL ANY COVENANT LABS INDEMNIFIED PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain warranties and liabilities provided in this section; accordingly, some of the above limitations and disclaimers may not apply to you. To the extent applicable law does not permit Covenant Labs Indemnified Parties to disclaim certain warranties or limit certain liabilities, the extent of Covenant Companies Indemnified Parties’ liability and the scope of any such warranties will be as permitted under applicable law.

8. Indemnification

You agree to indemnify, defend, and hold harmless the Covenant Labs Indemnified Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:(a)Your breach or alleged breach of the Agreement (including, without limitation, these Terms);(b)Anything you contribute to the Services;(c)Your misuse of the Services, or any smart contract and/or script related thereto(d)Your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities;(e)Your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right;(f)Your use of a third-party product, service, and/or website; or (g) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.

We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.

9. Arbitration Agreement and Waiver of Rights, Including Class Actions

PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations

Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the agreement or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference, or by telephone, to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.

Agreement to Arbitrate

You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration administered by JAMS. The place of arbitration shall be San Francisco, California. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” subsection of these Terms as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.

UNLESS YOU TIMELY PROVIDE US WITH AN ARBITRATION OPT-OUT NOTICE (AS DEFINED BELOW IN THE SUBSECTION TITLED “YOUR CHOICES”), YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

Changes

By rejecting any changes to these Terms, you agree that you will arbitrate any Dispute between you and us in accordance with the provisions of this section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

10. Waiver of Injunctive or Other Equitable Relief

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SERVICES, OR ANY OTHER WEBSITE, APPLICATION, CONTENT, SUBMISSION, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY ANY COVENANT LABS INDEMNIFIED PARTY.

11. Termination; Cancellation

This Agreement is effective unless and until terminated by either you or us. You may terminate your Agreement with us at any time by ceasing all access to the Services. If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement (including without limitation any provision of these Terms), we reserve the right to terminate our Agreement with you and deny you access to the Services. We further reserve the right to restrict your access to the Services or to stop providing you with all or a part of the Services at any time and for no reason, including, without limitation, if we reasonably believe: (a) your use of the Services exposes us to risk or liability; (b) you are using the Services for unlawful purposes; or (c) it is not commercially viable to continue providing you with our Services. All of these are in addition to any other rights and remedies that may be available to us, whether in equity or at law, all of which we expressly reserve.

WE RESERVE THE RIGHT TO MODIFY THE SERVICES AT ANY TIME, BUT WE HAVE NO OBLIGATION TO UPDATE THE SERVICES. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO MONITOR CHANGES TO THE SERVICES THAT MAY AFFECT YOU. YOU AGREE THAT WE MAY REMOVE THE SERVICES AND/OR ANY CONTENT THEREON FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

12. Severability

If any provision of the Agreement (including, without limitation, these Terms) is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Agreement. Such determination shall not affect the validity and enforceability of any other remaining provisions.

13. Assignment

The Agreement (including, without limitation, these Terms) may be assigned without your prior consent to any Covenant Labs Indemnified Party, or to its successors in the interest of any business associated with the Services provided by us. You may not assign or transfer any rights or obligations under the Agreement without our prior written consent.

14. Entire Agreement

The Agreement (including, without limitation, these Terms, and the Privacy Policy) and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any failure by us to exercise or enforce any right or provision of the Agreement (including, without limitation, these Terms) shall not constitute a waiver of such right or provision.

15. Governing Law

These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the Cayman Islands.

16. Contact Us

You may contact us with questions about your use of the Services at info@Covenant.finance.

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