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Website Terms of Use

Last revised on: July 22, 2024

The website located at https://www.eclipse.xyz/ and all related websites and subdomains (collectively, the “Site”) is a copyrighted work belonging to Eclipse Foundation (“Eclipse”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

For the avoidance of doubt, the Eclipse Protocol, including all mainnet and testnet versions thereof (the “Protocol”), is not part of the Site and is not a service made available by Eclipse. Eclipse does not have actual or constructive administrative control over the Protocol or your use thereof, and cannot access, transfer, or take custody of your digital assets, nor can Eclipse upgrade or modify any existing smart contracts that are part of the Protocol. Eclipse has no obligation to monitor or control any use of the Protocol by third parties and/or any use of the Protocol that does not take place on or through the Site. Eclipse makes no representations or warranties about the functionality of the Protocol. All use of the Protocol is 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 4 and 5 of this Agreement apply, mutatis mutandis, to any claims arising out of your use of the Protocol. THE PROTOCOL IS MADE AVAILABLE ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND YOU ACCESS AND/OR INTERACT WITH THE PROTOCOL AT YOUR OWN RISK.

PLEASE BE AWARE THAT SECTION 7.2 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND ECLIPSE. AMONG OTHER THINGS, SECTION ‎8 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 ‎8 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION ‎8 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (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.

  1. Access to the Site some text
    1. Eligibility.  The Foundation reserves the right, in its sole discretion, to determine the eligibility of users for the Site and 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. 
    2. License. Subject to these Terms, Eclipse grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.
    3. Sanctions. By using the Site, you represent and warrant that you are not: (a) located in, incorporated or otherwise established in, or resident of, any country or territory that is the subject of sanctions or embargoes imposed by the office of Foreign Assets Control ("OFAC") of the U.S. Treasury Department or the Office of Financial Sanctions ("OFSI") of HM Treasury of the United Kingdom; (b) an individual or entity, or acting on behalf of an individual or entity, that is listed on any sanctions list or embargoes, including but not limited to the Specially Designated nationals and Blocked Persons List (SDN) maintained by OFAC and the consolidated list of financial sanctions targeted maintained by OFSI; or (c) otherwise blocked or denied under any OFAC or OFSI sanctions program.  The Foundation strictly complies with all sanctions laws and regulations promulgated by OFAC and OFSI.  Access to the Site is expressly prohibited for any person or entity subject to such sanctions. 
    4. Eclipse Developer Tools. Your use of any software, associated documentation, and other related materials that are linked to and made available via the Site (“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 download or on 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 use in any way, any Developer Tools that include or are accompanied by a license agreement. At no time will Eclipse provide you with any tangible copy of the 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, update, or problem resolution of any Developer Tool (including any new releases); or (ii) delivery, correction, or update of documentation. For the purposes of this section, tangible media shall include, but is not limited to, any compact disk, card, flash drive, or any other comparable physical medium. 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 these Terms 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 Tool is 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 version of the applicable Developer Tool 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 these Terms, and, subject to your compliance with these Terms, Eclipse grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Developer Tools in a manner permitted by these Terms for so long as these Terms are in effect. Any breach by you of any of these Terms shall immediately terminate your license to the Developer Tools. You acknowledge and agree that, unless otherwise set forth in a written license agreement, Eclipse has no obligation to continue to make any Developer Tools available, and that Eclipse in its sole discretion may terminate your license to the Developer Tools at any point. Some Developer Tools may be offered under an open-source license that we will make available to you on the Site or upon your written request. There may be provisions in the open-source license that expressly override these Terms.
    5. Warranties.  By accessing, browsing or using the Site, you represent and warrant to us that (a) you have read, understood, and agree to be bound by these Terms of Use; (b) you are an individual, at least 18 years old and have capacity to enter into these Terms of Use and agree to be legally bound by them; (c) if you using the Website or the Services on behalf of a corporation, legal entity or other organisation, that you have full power and authority to do so, and that the corporation, legal entity or other organisation is validly existing under the applicable laws and agrees to be bound by these Terms of Use; (d) your access and use of the Website and Services will fully comply with all applicable laws and regulations; (e) you are the legal owner of any digital-asset wallet address(es) that you use to access or participate in the Services and retain control of your digital assets at all times; (f) you will not access or use the Website or Services thereon to conduct, promote, or otherwise facilitate any illegal activity; (g) you understand that your use of the Website and participation in the Services is entirely at your sole risk; (h) you will at all times when asked provide accurate information regarding your nationality and country of residence; and (i) you will not use a virtual private network (“VPN”) or similar tool to circumvent any geo-blocking and/or other restrictions that we may have implemented in connection with the Website or the Services.
    6. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or any Developer Tools, whether in whole or in part, or any content displayed on the Site or any Developer Tools; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Site or any Developer Tools; (c) you shall not access the Site or any Developer Tools in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site or any Developer Tools may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or any Developer Tools shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
    7. Modification. Eclipse reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Eclipse will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
    8. No Support or Maintenance. You acknowledge and agree that Eclipse will have no obligation to provide you with any support or maintenance in connection with the Site or any Developer Tools.
    9. Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content (including any Developer Tools) are owned by Eclipse or Eclipse’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Sections ‎1.1 and 1.2. Eclipse and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
    10. Feedback. If you provide Eclipse with any feedback or suggestions regarding the Site or any Developer Tools (“Feedback”), you hereby grant Eclipse a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, nonexclusive right and license to use and fully exploit such Feedback and related information in any manner it deems appropriate. Eclipse will treat any Feedback you provide to Eclipse as non-confidential and non-proprietary. You agree that you will not submit to Eclipse any information or ideas that you consider to be confidential or proprietary.
  2. No advice and no fiduciary duties.  All information provided on the Site is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the website or in the Services. Before you make any financial, legal, tax or other decisions involving the Service, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms of Use.
  3. Indemnification. You agree to indemnify and hold Eclipse (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your access and use of any Developer Tools, or (d) your violation of applicable laws or regulations. Eclipse reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Eclipse. Eclipse will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
  4. Third-Party Links & Ads; Other Userssome text
    1. Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Eclipse, and Eclipse is not responsible for any Third-Party Links & Ads. Eclipse provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, 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 Links & Ads.
    2. Other Users. Your interactions with other Site users are solely between you and such users. You agree that Eclipse will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
    3. Release. You hereby release and forever discharge Eclipse (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or any Developer Tools (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
  5. Disclaimers 

THE SITE AND DEVELOPER TOOLS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ECLIPSE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR ANY DEVELOPER TOOLS, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ECLIPSE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR ANY DEVELOPER TOOLS, EVEN IF ECLIPSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

  1. Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Site or any of the Developer Tools. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site or any Developer Tools in violation of these Terms. Upon termination of your rights under these Terms, right to access and use the Site and any Developer Tools will terminate immediately. Eclipse will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections ‎1.5 through ‎1.10 and Sections ‎2 through ‎9 in their entirety.
  2. Dispute Resolution. 

Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully. It requires you to arbitrate Disputes with Eclipse, its parent companies, subsidiaries, affiliates, successors, and assigns, and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Eclipse Parties”) and limits the manner in which you can seek relief from the Eclipse Parties.

  1. Applicability of Arbitration Agreement. You agree that any dispute between you and any of the Eclipse Parties relating in any way to the Site, the Developer Tools or any services offered on or through the Site (the “Services”), or these Terms (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 these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. 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 these Terms as well as claims that may arise after the termination of these Terms.
  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.

  1.  Arbitration Procedure. . If the process described in subsection ‎8(b) 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 subsection ‎8(b); 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 these Terms of Use as a court would. 

Unless you and Eclipse otherwise agree, or the Batch Arbitration process discussed in subsection ‎8(h) 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.

  1. 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 subsection ‎8(f), including any claim that all or part of subsection ‎8(f) is unenforceable, illegal, void, or voidable, or that subsection ‎8(f) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in subsection ‎8(h), 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 subsection ‎8(h). 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 these Terms (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. 
  2.  Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SUBSECTION ‎8(A) 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 subsection ‎8(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms 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.
  3. Waiver of Class or Other Non-Individualized Relief. YOU AND ECLIPSE AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION ‎8(H) 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 subsection ‎8(h). 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 subsection ‎8(f) 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 subsection does not prevent you or Eclipse from participating in a class-wide settlement of claims.
  4. 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 subsection ‎8(b), is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

  1. 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.

  1. 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 these Terms 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.
  2. Invalidity, Expiration. Except as provided in subsection ‎8(f), 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.
  3. Modification. Notwithstanding any provision in these Terms 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 Site and/or Services, including the acceptance of products and services offered on the Site 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 these Terms 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 Site, any communications you receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) 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 these Terms.
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    1. Governing law.  These Terms, your use of the Website and Services, your rights and obligations, and all actions contemplated by, arising out of, or related to these Terms shall be governed by the laws of the Cayman Islands, as if these Terms were a contract wholly entered into and wholly performed within the Cayman Islands.  YOU AGREE THAT ALL TRANSACTIONS ACCORDING TO THE PROVISIONS OF THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE CAYMAN ISLANDS AND BE SUBJECT TO THE LAWS OF CAYMAN ISLANDS WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. A printed version of these Terms shall be admissible in judicial or administrative proceedings.
    2. Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
    3. Electronic Communications. The communications between you and Eclipse use electronic means, whether you use the Site or any Developer Tools or send us emails, or whether Eclipse posts notices on the Site or communicates with you via email. 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 they were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
    4. Severability. You agree and understand that if any provision of these Terms, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental judicial, legislative or administrative body, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision of these Terms unaffected by such invalidity or unenforceability (or of such provision, to the extent its application is not invalid or unenforceable) shall remain in full force and effect.
    5. Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Eclipse is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, 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. Eclipse may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees. 
    6. Copyright/Trademark Information. Copyright © 2024 Eclipse Foundation. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
    7. Contact Information. Eclipse can be contacted at the following addresses:

Eclipse Foundation
4th Floor, Harbour Place
103 South Church Street
PO Box 10240
Grand Cayman, KY1-1002
Cayman Islands 
Email: legal@eclipse.xyz