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Terms of Service

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Terms of Use

Last Updated Date: November 7, 2024

Please read these Terms of Use (these “Terms of Use”) carefully. This Website and any related websites or subdomains that link to these Terms of Use and are operated by Eclipse Foundation (“Eclipse”, “we”, “us”, or “our”), its affiliates or agents (collectively, the “Website”) and the information on the Website are owned and controlled by Eclipse. These Terms of Use govern the use of the Website and applies to all users visiting the Website or using the services enabled through the Website in any way, including using the Developer Tools (defined below) licensed by Eclipse to interact with a layer-2 blockchain, the Eclipse Protocol (the “Protocol”) and using the Website and the services enabled thereby (each including the Website, a “Service” and, collectively, the “Services”) to manage your use of the Developer Tools, access the Protocol, and build decentralized applications (“dApps”) and operate nodes on the Protocol. For the avoidance of doubt, the Protocol is a separate, decentralized, software-based protocol, released under an open-source license, and not a Service provided by Eclipse.

BY USING ANY SERVICES AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (AS DEFINED BELOW), (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ECLIPSE, (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY (WHETHER OR NOT SUCH ENTITY IS REGISTERED OR INCORPORATED UNDER THE LAWS OF ANY JURISDICTION) YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THIS AGREEMENT; AND (4) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

COMPANY IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER COMPANY NOR OUR SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, OR LEGAL ADVICE. COMPANY PROVIDES DEVELOPER TOOLS THAT ALLOWS YOU TO INTERACT WITH THE PROTOCOL, A THIRD-PARTY BLOCKCHAIN, AND OTHER THIRD-PARTY SERVICES (DEFINED BELOW). BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL.

The Service provides an interface that allows users of our Website (“Users”) to interact with the Protocol and build nodes on the Protocol. The Protocol is an independent, decentralized, open-source, software-based protocol that is governed by a decentralized government structure. For the avoidance of doubt, the Protocol is not part of the Website and is not a Service made available by Eclipse under this Agreement. Eclipse has no obligation to monitor or control any use of the Protocol by you or any third party. Eclipse makes no representations or warranties about the functionality of the Protocol. All interactions on the Protocol are undertaken at your own risk, and Eclipse is not and shall not be liable to you or to any third party for any loss or damage arising from or connected to your or any third party’s use of the Protocol. Notwithstanding anything to the contrary set forth herein, the terms of Sections 10 through 12 of this Agreement apply, mutatis mutandis, to any claims arising out of your interaction with or inability to interact with the Protocol. THE PROTOCOL IS MADE AVAILABLE ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND YOU ACCESS, INTERACT WITH AND/OR BUILD ON THE PROTOCOL AT YOUR OWN RISK. 

SECTION 16 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND ECLIPSE. AMONG OTHER THINGS, SECTION 16 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 16 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 16 CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 16: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

PLEASE BE AWARE THAT SECTION 4.4 (ECLIPSE COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service(s). If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the applicable Service(s). These Terms of Use and any applicable Supplemental Terms are referred to herein as this “Agreement.”

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY ECLIPSE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Eclipse will make a new copy of this Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, we may notify you by email or by notification through the Services or through our social media channels. Any changes to this Agreement will be effective immediately for new users of the Website and/or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users. Eclipse may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. DESCRIPTION OF THE SERVICES. The Services include the Platform and Services enabled thereby, as further defined and described below. There are important risks and limitations associated with the use of the Services as described below and elsewhere in this Agreement. Please read them carefully.some text
    1. The Platform. Eclipse’s Services include access to its “Platform,” which is a proprietary online platform enabled through the Website and supported documentation made available therewith, that may allow Users to use an interface to interact with the Protocol and other third-party blockchain protocols (each a “Supported Blockchain”) as well as Third-Party Services.
    2. Eclipse Developer Tools. Your use of any software and associated documentation that is made available via the Service (“Developer Tools”) is governed by the terms of the license agreement that accompanies or is included with the Developer Tools, or by the license agreement expressly stated on the Website page(s) accompanying the Developer Tools. These license terms may be posted with the Developer Tools downloads or at the Website page where the Developer Tools can be accessed. Unless you agree to the terms of such license agreement, you shall not use, download, install, access or otherwise utilize in any way any Developer Tool that is accompanied by or includes a license agreement. At no time will Eclipse provide you with any tangible copy of our Developer Tools. Eclipse delivers access to the Developer Tools via electronic transfer or download and does not use or deliver any tangible media in connection with the (i) delivery, installation, updating or problem resolution of any Developer Tool (including any new releases); or (ii) delivery, correction or updating of documentation. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Developer Tools is prohibited, including any copying or redistribution of the Developer Tools to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between this Agreement and the license agreement, the license agreement takes precedence in relation to that Developer Tool (except as provided in the following sentence). If the Developer Tools are a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Developer Tools for any commercial or production purposes, and you use such pre-release versions of the applicable Developer Tools at your own risk. If you and Eclipse have not entered into a separate license agreement with respect to your use of the Developer Tools or if no license agreement accompanies use of the Developer Tools, use of the Developer Tools will be governed by this Agreement and, subject to your compliance with this Agreement, Eclipse grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Website and the Developer Tools for the sole purpose of enabling you to use the Service in the manner permitted by this Agreement. You acknowledge and agree that, unless otherwise set forth in a written license agreement, Eclipse has no obligation to continue to make the Website and/or any Developer Tools available, and that Eclipse in its sole discretion may terminate your license to the Website and/or any Developer Tools at any point. Some Developer Tools may be offered under an OSS License (defined below). There may be provisions in the OSS License that expressly override this Agreement.
    3. Open Source Software. You acknowledge and agree that the Service may use, incorporate or link to certain software made available under an “open-source” or “free” license (“OSS” or “OSS License”, as applicable), and that your use of the Service is subject to, and you agree to comply with, any applicable OSS Licenses. Each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS.
    4. dApps. The Services may include tools (including Developer Tools) that you may use in connection with creating, converting, building, or deploying (collectively, “Building”) dApps to the Protocol. For the avoidance of doubt, you are solely responsible for any dApps that you Build. This means, without limitation, that you and not we are liable to any end users of your dApps in connection with their use of same. If you Build a dApp and make it available to any end user, you agree that such end user’s access to the dApp will be accompanied by an end user license agreement (“EULA”) no less protective of Eclipse than the terms set forth hereunder, including without limitation as set forth in Sections 9, 10, and 11 hereof. Each EULA will be solely between you and the applicable end user, will conform to all applicable laws, and will disclaim all of Eclipse’s liability to end users or any third party in connection with the Protocol and Services. For the avoidance of doubt, Eclipse shall not be responsible for and shall not have any liability whatsoever to you or any third party in connection with, any dApp, any EULA, or any breach thereof by you or any end user of your dApps. 
    5. Points Program. Subject to your ongoing compliance with this Agreement and any Points Program Terms (defined below) made available by Eclipse from time to time, Eclipse may enable you to participate in a limited program that rewards users for interacting with the Service (the “Points Program”) by allocating such users with digital assets that bear no cash or monetary value and are made available by Eclipse (“Points”, as further described below). Your participation in the Points Program constitutes your acceptance of the then-current terms and conditions applicable to the Points Program at the time of such participation (the “Points Program Terms”), including as set forth below in this Section 1.5, as may be modified or updated by Eclipse in its sole discretion. Additional terms applicable to the Points Program, which shall constitute part of the Points Program Terms, may be set forth on the Platform from time to time.some text
      1. Eligibility. To be eligible to participate in the Points Program you must accept the terms of this Agreement and accept the Points Program Terms. 
      2. Points. Points will be allocated in accordance with the then-current Points Program Terms and any applicable Supplemental Terms. Eclipse does not guarantee that you will receive or be eligible to receive any minimum amount of Points by participating in the Points Program. Points have no monetary value, are non-transferable and cannot be redeemed for cash or any other currency. Accumulating Points does not entitle you to any vested rights, and Eclipse does not guarantee in any way the continued availability of Points. POINTS HAVE NO CASH VALUE. POINTS ARE NON-TRANSFERABLE. POINTS ARE MADE AVAILABLE “AS IS” AND WITHOUT WARRANTY OF ANY KIND.
      3. Taxes. In the event that any applicable authority determines that your receipt of Points is a taxable event, you agree that you, and not Eclipse, are solely liable for payment of such taxes, and you agree to indemnify Eclipse in connection with same.
      4. Disclaimers. Points are provided solely as an optional enhancement to users to incentivize participation in our community. Points do not constitute compensation or any other form of consideration for services. You agree that Points may be cancelled or revoked by Eclipse at any time, including if you breach this Agreement; misuse or abuse the Points Program; or commit or participate in any fraudulent activity related to the Points Program, including without limitation execution of or participation in any Sybil attack. ECLIPSE RESERVES THE RIGHT TO MODIFY OR TERMINATE THE POINTS PROGRAM AT ANY TIME, FOR ANY OR FOR NO REASON, WITH OR WITHOUT NOTICE TO YOU. In the event of any termination, all Points will expire immediately as of the effective date of termination.
    6. Supported Blockchains. Eclipse does not own or control any Supported Blockchain. All use of any Supported Blockchain is at your own risk.
    7. Compatibility Risk. The Services may not be compatible with all forms of cryptocurrency, blockchains, and/or types of transactions. Whether or not a Service is then-currently compatible with a Supported Blockchain may change at any time, in Eclipse’s sole discretion, with or without notice to you.
    8. Taxes. You are solely responsible (and Eclipse has no responsibility) for determining what, if any, taxes apply to any activity related to the Services.
  2. ELIGIBILITY; USER REPRESENTATIONS AND WARRANTIES.some text
    1. Eligibility. Eclipse reserves the right, in its sole discretion, to determine the eligibility of users for the Services.  We may require you to provide information and/or documentation to verify or confirm your eligibility, including on a periodic or ongoing basis. Unless prohibited by applicable law, Eclipse may restrict any individual from accessing the Services at any time. 
    2. User Representations and Warranties. You represent and warrant that:some text
      1. You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Services under the laws of the Cayman Islands, the United States, your place of residence or any other applicable jurisdiction. If you are acting on behalf of a DAO or other entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, you represent and warrant that you have all right and authority necessary to act on behalf of such entity. 
      2. None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into this Agreement; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other token- or digital asset- trading or blockchain technology related activities;
      3. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to cryptocurrency.
    3. Digital Wallets. In connection with certain features of the Services you may need to connect a software-based digital wallet (“Digital Wallet”) to the Services and/or use the Services to initiate transactions in cryptocurrency assets (“User Assets”) to or from a Digital Wallet. You represent that you are entitled to use such Digital Wallet. Please note that if a Digital Wallet or associated service becomes unavailable then you should not attempt to use such Digital Wallet in connection with the Services, and we disclaim all liability in connection with the foregoing, including without limitation any inability to access any User Assets. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR DIGITAL WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR USER ASSETS THAT MAY BE DEPLOYED TO THE PROTOCOL BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS. 
    4. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. 
  3. YOUR ASSUMPTION OF RISK.some text
    1. Risk of Financial Loss. WHEN YOU USE THE SERVICES, YOU UNDERSTAND AND ACKNOWLEDGE THAT ECLIPSE IS NOT A FINANCIAL OR INVESTMENT ADVISOR AND THAT THE SERVICES ENTAIL A RISK OF LOSS AND MAY NOT MEET YOUR NEEDS. The Services provided by Eclipse rely on Supported Blockchains and the applicable Blockchain Rules, which may not be reliable, consistent or dependent in all scenarios. Eclipse may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. 
    2. Cybersecurity Risks. You understand that like any other software, the Platform, the Developer Tools, and the Services could be at risk of third-party malware, hacks or cybersecurity breaches. You agree that it is your responsibility to monitor your User Assets regularly and confirm their proper use and deployment consistent with your intentions.
    3. Expertise and Experience. You represent and warrant that you (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Digital Wallet and any Supported Blockchains in connection with the Services; (ii) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Digital Wallet and any Supported Blockchains in connection with the Services; (iii) know, understand and accept the risks associated with your Digital Wallet and any Supported Blockchains in connection with the Services; and (iv) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that Eclipse will have no responsibility or liability for such risks.
    4. General Risks of Blockchain Technology. In order to be successfully completed, any transaction or deployment on a Supported Blockchain must be confirmed by and recorded on the applicable Supported Blockchain. Eclipse has no control over any Supported Blockchain, and therefore cannot and does not ensure that any details that you submit or receive via our Services will be validated by or confirmed on the relevant Supported Blockchain, and Eclipse does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:
  1. There are risks associated with using digital assets, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet; the risks of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable; and the risk that such digital assets may fluctuate in value. You accept and acknowledge that Eclipse will not be responsible for any communication failures, disruptions, errors, distortions, delays or losses you may experience when using blockchain technology, however caused.
  2. The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may materially adversely affect the development of the Services.
  3. Eclipse makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions (including without limitation changes to any Blockchain Rules). You acknowledge and accept that the Blockchain Rules governing the operation of a Supported Blockchain may be subject to sudden changes which may materially alter such Supported Blockchain and affect the function of any Supported Blockchain.
  4. Eclipse makes no guarantee as to the security of any Supported Blockchain. Eclipse is not liable for any hacks, double spending, or any other attacks on a Supported Blockchain.
  5. Any Supported Blockchain may slash or otherwise impose penalties on certain validators in response to any activity not condoned by such Supported Blockchain, whether in accordance with the applicable Blockchain Rules or otherwise. You acknowledge and agree that Eclipse shall have no liability in connection with any such slashing or penalties. 
  6. The Supported Blockchains are controlled by third parties, and Eclipse is not responsible for their performance nor any risks associated with the use thereof. The Services rely on, and Eclipse makes no guarantee or warranties as to the functionality of or access to, any Supported Blockchain or Third-Party Service. 
  7. You control your Digital Wallet, and Eclipse is not responsible for its performance, nor any risks associated with the use thereof.
  1. USE OF THE SERVICES.  some text
    1. License to the Services. Subject to this Agreement, Eclipse grants you a limited license to access and use the Services solely as described hereunder. Unless otherwise specified by Eclipse in a separate license, your right to use any and all Services is subject to this Agreement. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated therewith.
    2. Updates. You understand that Services are evolving. You acknowledge and agree that Eclipse may update Services with or without notifying you. You may need to update third-party software from time to time in order to use Services.
    3. Certain Restrictions. The Services are intended for your internal use only. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website, or any Developer Tools, whether in whole or in part, or any content displayed on the Website or any Developer Tools; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Eclipse; (c) you shall not use any metatags or other “hidden text” using Eclipse’s name or trademarks; (d) you shall not access the Website or any Developer Tools in order to build a similar or competitive website, product or service; (e) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services or any Developer Tools except to the extent the foregoing restrictions are expressly prohibited by applicable law; (f) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to this Agreement. Eclipse, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Services may terminate the licenses granted by Eclipse pursuant to this Agreement.
    4. Eclipse Communications. By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to operational communications concerning your use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Eclipse and industry developments. 
    5. Third-Party Services. Certain features of the Services may rely on or enable you to access third-party websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by Eclipse, including without limitation any Supported Blockchain, any validator on such Supported Blockchain, Digital Wallets, and dApps built by you or other Users on or accessed through the Services (each, a “Third-Party Service” and, collectively, “Third-Party Services”). Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that (i) Eclipse shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (ii) Eclipse shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond Eclipse’s control, including without limitation the failure of a Supported Blockchain or other Third-Party Service.
  1. Responsibility for Content. You acknowledge that all data, information, and other content (“Content”), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Eclipse, are entirely responsible for all Content that you (or any end users of dApps created by you) upload, post, e-mail, transmit or otherwise make available through or in connection with any Services (“Your Content”) and that other users of the Service, and not Eclipse, are similarly responsible for all Content that they make available through the Service (“User Content”). Unless expressly agreed to by Eclipse in writing elsewhere, Eclipse has no obligation to store any of Your Content. Eclipse has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. 
  1. OWNERSHIP.some text
    1. Services. Except with respect to Your Content, you agree that as between you and Eclipse, Eclipse and its suppliers own all rights, title and interest in the Services, including but not limited to, any software, computer code, algorithms, technology, themes, objects, concepts, artwork, animations, sounds, methods of operation, and documentation, as well as all intellectual and proprietary rights related thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
    2. Trademarks. Eclipse’s stylized name and all related graphics, logos, service marks and trade names used on or in connection with any Services, or in connection with the Services, are the trademarks of Eclipse and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
    3. Your Content. You grant Eclipse a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of: (i) operating and providing Services to you; (ii) improving the Services; and (iii) developing new products and services; and you represent that you own or otherwise have all rights in and to Your Content necessary to grant the foregoing licenses. You agree that you, not Eclipse, are responsible for all of Your Content that you make available on or in Services. 
    4. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Eclipse through its suggestion, feedback, wiki, discord, forum, or other pages or means (“Feedback”) is at your own risk and that Eclipse has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Eclipse a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or Eclipse’s business.
  2. USER CONDUCT. You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by this Agreement and will not (and will not attempt to): (1) provide false or misleading information to Eclipse; (2) use or attempt to use another User’s Digital Wallet; (3) pose as another person or entity; (4) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner, including without limitation executing or participating in any DDOS or Sybil attack; (5) develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services; (6) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services; (7) attempt to circumvent any content-filtering techniques we employ; (8) collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; (9) use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); (10) bypass or ignore instructions that control all automated access to the Services; (11) use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement; (12) carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services; (13) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions except in strict compliance with applicable law; (14) use the Service to participate in fundraising for a business, protocol, or platform except in strict compliance with applicable law; (15) make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or (16) attempt to access any Digital Wallet that you do not have the legal authority to access. Any unauthorized use of any Services terminates the licenses granted by Eclipse pursuant to this Agreement.
  3. FEES.some text
    1. Fees. Access to the Website and certain Services is free. However, Eclipse reserves the right to charge fees (“Fees”) in connection with your use of certain Services from time to time. All pricing and payment terms for such Fees are as indicated on the Service, and any payment obligations you incur are binding at the time of the applicable transaction. In the event that Eclipse makes available, and you elect to purchase, any Services in connection with which Eclipse charges Fees, you agree that you will pay Eclipse all such Fees at Eclipse’s then-current standard rates. You agree that all Fees are non-cancellable, non-refundable, and non-recoupable. 
    2. Gas Fees. You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction in connection with or effect any other use of the Services. “Gas Fees” are transaction fees determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by Eclipse.
    3. Taxes. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on Eclipse’s net income). 
    4. Promotions. Eclipse may from time to time make available certain conditional offers, airdrops, promotional prices, or discounted fees (each, a “Promotion”) to new or existing users of the Services. The rules governing such Promotion will be made available in connection with such Promotion. Eclipse will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you. 
    5. Currency. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any Fees. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.
    6. Payment Processing Services. Eclipse may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions. 
  4. THIRD-PARTY SERVICES. The Website may include, embed, and/or contain links to third-party websites and services, including without limitation third-party bridge extensions and token swap functionalities (collectively, “Third-Party Services”).  Such Third-Party Services are not under the control of Eclipse, and Eclipse is not responsible for any Third-Party Services. Eclipse provides access to these Third-Party Services only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You use all Third-Party Services at your own risk and should apply a suitable level of caution and discretion in doing so. When you use or interact with any of the Third-Party Services, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Services.
  5. INDEMNIFICATION.

To the maximum extent permitted by applicable law, you agree to indemnify and hold Eclipse, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Eclipse Party” and collectively, the “Eclipse Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services (including any Developer Tools); (c) your violation of this Agreement, including any of your representations or warranties hereunder; (d) your violation of any rights of another party, including any Users; (e) your failure to provide accurate or complete data in connection with your use of the Services; (f) your violation of any applicable laws, rules or regulations; or (g) your use of, or inability to use, any Third-Party Services. Eclipse reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Eclipse in asserting any available defenses. You agree not to settle any matter without the prior written consent of Eclipse. You agree that the provisions in this section will survive any termination of this Agreement and/or your access to Services.

  1. RELEASE

TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE ECLIPSE PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES.

To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar law or code in your jurisdiction, which states in substance “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You acknowledge that the releases in this Agreement is intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.

  1. DISCLAIMER OF WARRANTIES AND CONDITIONS.some text
    1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. ECLIPSE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. ECLIPSE PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL FUNCTION AS INTENDED OR BE SUITABLE FOR YOUR PURPOSES, AND YOU BEAR ALL RISK ASSOCIATED WITH ANY USER ASSETS THAT YOU USE IN CONNECTION THEREWITH.some text
      1. ECLIPSE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY DAPPS BUILT ON THE PROTOCOL AND/OR ACCESSED THROUGH THE SERVICES, INCLUDING THIRD-PARTY SERVICES, WILL MEET YOUR REQUIREMENTS OR FUNCTION AS INTENDED. ECLIPSE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROTOCOL OR YOUR USE OF THE SAME. THE ECLIPSE PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL BE FREE OF THIRD-PARTY MALWARE, HACKS OR OTHER CYBERSECURITY BREACHES.   
      2. ANY CONTENT, INCLUDING DAPPS BUILT ON OR USING THE PROTOCOL OR SERVICES, DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS THEREFROM.
      3. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. ECLIPSE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
      4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ECLIPSE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
    2. FROM TIME TO TIME, ECLIPSE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ECLIPSE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
    3. COMPANY IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. NEITHER COMPANY NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE. NEITHER COMPANY NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER COMPANY NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
    4. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT ECLIPSE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ECLIPSE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND SUPPORTED BLOCKCHAINS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. ECLIPSE SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND ECLIPSE CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED BLOCKCHAIN IN CONNECTION WITH THE SERVICES.
    5. No Liability in Connection with Open-Source Software. Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that any software or services you access under the terms of an OSS License is at your own risk, and Eclipse shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances outside beyond Eclipse control, including without limitation through your use of any content under the terms of an OSS License. 
    6. No Liability for Third-Party Materials. As a part of the Services, you may have access to materials that are hosted or made available by another party, including User Content. You agree that it is impossible for Eclipse to monitor such materials and that you access these materials at your own risk. 
  2. LIMITATION OF LIABILITY.some text
    1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL ECLIPSE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ECLIPSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF SERVICES OR ANY COMMUNICATIONS, INTERACTIONS OR EXCHANGES WITH OTHER USERS OF SERVICES OR THIRD PARTIES THAT INTERACT WITH THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING ANY SUCH DAMAGES RESULTING FROM: (a) LOSS OR DIMINISHMENT IN VALUE OF USER ASSETS, (b) THE USE OR INABILITY TO USE SERVICES, INCLUDING BY ANY DAPP; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SUPPORTED BLOCKCHAIN; (f) ANY USE OF THE PROTOCOL, INCLUDING BY ANY DAPP, OR (g) ANY OTHER MATTER RELATED TO SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ECLIPSE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN ECLIPSE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN ECLIPSE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
    2. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, ECLIPSE PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THIS AGREEMENT. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ECLIPSE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN ECLIPSE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN ECLIPSE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
    3. User Content. ECLIPSE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
    4. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
    5. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ECLIPSE AND YOU.
  3. MONITORING AND ENFORCEMENT. If Eclipse becomes aware of any possible violations by you of this Agreement, Eclipse reserves the right to investigate such violations. If, as a result of the investigation, Eclipse believes that criminal activity has occurred, Eclipse reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Eclipse is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including any information related to your Registration Data, in Eclipse’s possession in connection with your use of Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Eclipse, its Users or the public, and all enforcement or other government officials, as Eclipse in its sole discretion believes to be necessary or appropriate. 
  4. TERM AND TERMINATION. some text
    1. Term. This Agreement commences on the date when you accept this Agreement (as described in the preamble above) and remain in full force and effect while you use Services, unless terminated earlier in accordance with this Agreement.
    2. Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that this Agreement commenced on the earlier to occur of (a) the date you first used Services or (b) the date you accepted this Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with this Agreement.
    3. Termination for Breach. Any breach by you of any of this Agreement shall immediately terminate all licenses granted to you hereunder.
    4. Termination of Services by Eclipse. Eclipse reserves the right to terminate this Agreement and your access to the Services at any time, for any or for no reason, with or without notice to you.
    5. Termination of Services by You. If you want to terminate the Services provided by Eclipse, you may do so by (a) notifying Eclipse at any time and (b) ceasing all further use of the Services. Your notice should be sent, in writing, to Eclipse’s address set forth below.  
    6. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Eclipse will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification and limitation of liability.
    7. No Subsequent Registration. If your ability to access the Services, is discontinued by Eclipse due to your violation of any portion of this Agreement, then you agree that you shall not attempt to re-register with or access the Services, and you acknowledge that you will not be entitled to receive a refund for any Fees related to those Services to which your access has been terminated. 
  5. INTERNATIONAL USERS. Services may be accessible from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Eclipse intends to announce such Services or Content in your country. Services are controlled and offered by Eclipse from its facilities in the Cayman Islands. Eclipse makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
  6. DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully. It requires you to arbitrate Disputes with the Eclipse Parties and limits the manner in which you can seek relief from the Eclipse Parties.some text
    1. Applicability of Arbitration Agreement. You agree that any dispute between you and any of the Eclipse Parties relating in any way to the Website, the Developer Tools or any services offered on or through the Website (the “Services”), or this Agreement (a “Dispute”) will be resolved by binding arbitration, rather than in court, except that (1) you and the Eclipse Parties may assert individualized claims in small claims court if the claims qualify, remain in such court, and advance solely on an individual, non-class basis; and (2) you or the Eclipse Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of this Agreement and shall apply, without limitation, to all claims that arose or were asserted before you agreed to this Agreement (in accordance with the preamble) or any prior version of this Agreement. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against the Eclipse Parties on your behalf. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
    2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Eclipse. If that occurs, Eclipse is committed to working with you to reach a reasonable resolution. You and Eclipse agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost, and mutually beneficial outcome. You and Eclipse therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Eclipse that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: legal@eclipse.xyz, or by regular mail to 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002 Cayman Islands. The Notice must include: (1) your name, telephone number, and mailing address; (2) the name, telephone number, mailing address, and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
    3. Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 16.1, YOU AND THE ECLIPSE PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Eclipse Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 16.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 
    4. Waiver of Class and Other Non-Individualized Relief. YOU AND ECLIPSE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION ‎16.9 EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 16.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section ‎16.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Eclipse agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This Section 16.4 does not prevent you or Eclipse from participating in a class-wide settlement of claims.
    5. Rules and Forum. If the process described in Section 16.2 does not resolve satisfactorily within 60 days after receipt of your Notice, you and Eclipse agree that either party shall have the right to finally resolve the Dispute through binding arbitration. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, and e‐mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual basis of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the process described in Section 16.2; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. Arbitration will be conducted by a neutral arbitrator appointed in accordance with the Arbitration Rules of the Cayman International Mediation and Arbitration Centre, as revised from time to time (“CI-MAC Rules”). For information on the CI-MAC Arbitration Rules, please visit https://www.caymanarbitration.com. If there is any inconsistency between any term of the CI-MAC Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. Unless you and Eclipse otherwise agree, or the Batch Arbitration process discussed in Section 16.9 is triggered, any arbitration hearings will be conducted in the Cayman Islands. If the parties are unable to agree on a location, the determination will be made by CI-MAC. You and Eclipse agree that all aspects of the arbitration proceeding (including materials and documents exchanged during the arbitration proceedings), and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties, and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. 
    6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the Cayman Islands and will be selected by the parties. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the CI-MAC will appoint an arbitrator. 
    7. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section ‎16.4, including any claim that all or part of Section ‎16.4 is unenforceable, illegal, void, or voidable, or that Section ‎16.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section ‎16.9, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section ‎16.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction and may be overturned by a court only for very limited reasons.
    8. Attorneys’ Fees and Costs. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the CI-MAC Rules, unless otherwise provided in this Arbitration Agreement. The parties shall bear their own attorneys’ fees and costs in the arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose. If you or Eclipse need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the process described in Section ‎16.2, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs. 
    9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Eclipse agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Eclipse by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), CI-MAC shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise CI-MAC, who shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Eclipse. You and Eclipse agree to cooperate in good faith with CI-MAC to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include inter alia the adoption of an expedited timetable of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
    10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002 Cayman Islands, or email to legal@eclipse.xyz, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us or may enter into in the future with us.
    11. Invalidity, Expiration. Except as provided in Section 16.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Eclipse as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
    12. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Eclipse makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Eclipse at the following address: 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002 Cayman Islands, or email to legal@eclipse.xyz. Unless you reject the change within 30 days of such change becoming effective by writing to Eclipse in accordance with the foregoing, your continued use of the Website and/or Services, including the acceptance of products and services offered on the Website following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Website, any communications you receive, any products sold or distributed through the Website, the Services, or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Eclipse will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
    13. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
    14. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Eclipse.
  7. GENERAL PROVISIONS.some text
    1. Independent Contractors. The relationship of Eclipse and you under this Agreement is that of independent contractors. Notwithstanding anything else set forth herein, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. Your use of the Services shall not imply, suggest, or otherwise attempt to create an employment relationship between Eclipse and you.
    2. Electronic Communications. The communications between you and Eclipse may take place via electronic means, whether you visit Services or send Eclipse e-mails, or whether Eclipse posts notices on Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Eclipse in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Eclipse provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. 
    3. Release. You hereby release Eclipse Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of this Agreement or your use of the Services.
    4. Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Eclipse’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    5. Force Majeure. Eclipse shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 
    6. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Services, please contact us at: legal@eclipse.xyz. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    7. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Eclipse agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the courts of the Cayman Islands. 
    8. Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE CAYMAN ISLANDS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT. 
    9. Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. 
    10. Notice. Where Eclipse requires that you provide an e-mail address, you are responsible for providing Eclipse with your most current e-mail address. In the event that the last e-mail address you provided to Eclipse is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Eclipse’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Eclipse at the following address: Eclipse Foundation, 4th Floor, Harbour Place, 103 South Church Street. PO Box 10240 Grand Cayman, KY1-1002, Cayman Islands. Such notice shall be deemed given when received by Eclipse by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    11. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    12. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
    13. Export Control. You may not use, export, import, or transfer Services except as authorized by the laws of the jurisdiction in which you obtained Services, and any other applicable laws. 
    14. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

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