Last updated: June 3, 2018
1. Basic CoMakery Administration Services.
1.1. Eligibility. To be eligible to use the CoMakery Administration Services, you must be at least 18 years old.
1.2. CoMakery Administration Services. Your CoMakery account ("CoMakery Account") encompasses the following basic CoMakery services: One or more CoMakery platform or bespoke administrative software applications ("Administrative Applications") that programmatically facilitate the administration of the distribution of awards ("Coin Award Transactions") of cryptographic assets (e.g., digital coins, collectibles, tokens or other assets) (collectively, "Coins") by project creators ("Project Creators") to project contributors ("Project Contributors," which, in this contract, are referred to collectively with "Project Creators" as "users" and "you") and the creation, dissemination, contribution to projects, and associated distribution, hosting and sharing of information and other materials relating to projects and the tracking and verification of performed tasks, and verification, monitoring and management of Coin Award Transactions (collectively the "CoMakery Administration Services").
1.3. CoMakery's Status as an Administrative Software Developer and Provider. You acknowledge and agree that CoMakery is and at all times will be functioning purely in the capacity as software developer of Administrative Applications and a software as a service provider of Administrative Applications and shall in no event be the seller, issuer, distributor, creator or vendor of Coins. You further acknowledge and agree that CoMakery is authorized and instructed to rely upon the information it receives from third parties, including Project Creators and Project Contributors, including information relating to legal and regulatory compliance. Projects Creators and Project Contributors hereby represent and warrant compliance with applicable law with respect to transactions in Coins. CoMakery shall have no responsibility to review, confirm or otherwise assume any duty with respect to regulatory or legal compliance with respect to the underlying transactions in Coins, the Coins themselves or the accuracy or completeness of any data supplied to it by or on behalf of any third parties. Both Project Creators and Project Contributors acknowledge the often negligible and highly speculative value of Coins and the substantial risk that Coins may never have any value or may subsequently suffer a total loss of all value.** In no event shall CoMakery have any liability for any losses or liabilities of any kind associated with or arising from awarding, obtaining or holding Coins. You should therefore carefully consider whether awarding, obtaining or holding Coins is suitable for you in light of your risk tolerance and financial condition.**
2. Creating a CoMakery Account, Projects and Tasks.
2.1. Registration of CoMakery Account. In order to use certain of the CoMakery Administration Services, including the distribution, receipt or participation in Coin Award Transactions, you must register by providing your name, an e-mail address, password, and affirm your acceptance of this Agreement. CoMakery may, in our sole discretion, refuse to allow you to establish a CoMakery Account, or limit the number of CoMakery Accounts that a single user may establish and maintain at any time.
2.3 Project Creation. Project Creators may use the CoMakery Site to create projects and project pages ("Projects") on which they describe the project tasks, deliverables, services, and associated terms of completion ("Tasks") and propose Coin Award Transactions for administration through the CoMakery Administration Services. Upon creation, Projects and Tasks will be in a pending state while CoMakery reviews and analyzes the Projects and Tasks and completes any needed identity verification and determines any required technical specification or software development work that needs to be performed in connection with developing Administrative Applications suited for the Projects and the Coin that is sought to be awarded by Project Contributors in Coin Award Transactions and prepares the Order Form. During the pending state period, functionality of CoMakery Administration Services may be limited in CoMakery's sole discretion, and Coin Award Transactions will not be enabled. After CoMakery has reviewed the Projects and Tasks proposed for administration, CoMakery may, in its sole and absolute discretion: (i) accept the Projects and the Tasks, quote applicable fees to the Project Creator on the Order Form, and enable CoMakery Administration Services functionality following the Project Creator's acceptance of the Order Form; (ii) inform Project Creators of what revisions to the Projects or Tasks are required or of any additional information or work needs to be performed prior to enabling CoMakery Administration Services and preparing an Order Form; or (iii) inform Project Creators that their Projects and/or Tasks has not been approved for CoMakery Administration Services.
2.3 Project Contribution. Project Contributors may use the CoMakery Site to contribute to Projects by proposing their performance of Tasks pursuant to terms specified by Project Creators in exchange for specified Coin Award Transactions administered through the CoMakery Administration Services. Upon indication of the proposed performance of a Task by Project Contributors, the Tasks proposed to be performed will be in a pending state while the Project Creator reviews the proposed contribution and the Project Contributors who have proposed and offered to perform the Tasks, and, if necessary, CoMakery reviews and analyzes any needed identity verification or performs additional diligence. During the pending state period, functionality of CoMakery Administration Services may be limited and Coin Award Transactions will not be enabled. Project Contributors' offers to complete Tasks will be able accepted and Tasks created by Project Creators will be performable by Project Contributors in exchange for Coin Award Transactions (administered through CoMakery Administrative Services) after the Project Creator has reviewed and accepted the proposed Project Contributor's proposed offer to complete of a Task.
3. Administrative Applications.
3.1. In General. The Administrative Applications allow Project Creators to send their own Coin to Project Contributors and various other administrative functionality, including viewing, tabulating, reporting, requesting, and receiving supported Coins from third parties pursuant to instructions Project Creators and Project Contributors provide through the CoMakery Site (each such transaction is a "Coin Award Transaction"). CoMakery reserves the right, to the maximum extent technically possible, to limit and/or disable Administrative Applications or use of such Administrative Applications as required by law or in response to a subpoena, court order, or other binding government order or to enforce transaction limits, but CoMakery cannot reverse a Coin Award Transaction which has been effected on any Coin network's cryptographic blockchain. CoMakery is further limited in its ability to refuse to process transactions because it does not maintain custody or control of Coins awarded though its Administrative Applications (through the storage of private keys or otherwise), and CoMakery only enables the user-directed use of programmatic Administrative Applications. The Administrative Applications services are available only in connection with those Coins and projects that CoMakery, in its sole discretion, decides to support. The Coins that CoMakery supports may change from time to time and are the decision of whether to support the administration of certain Coins is made on the basis of a multi-factor tests, including an evaluation of the Project Creators, the proposed Coin and an evaluation of facts and circumstances relating to the expected distribution of the expected Coin Award Transactions. Under no circumstances should you attempt to use the Administrative Applications services to store, send, request, or receive Coins in any form that are not supported by CoMakery. CoMakery assumes no responsibility or liability in connection with any attempt to use CoMakery Administration Services for Coins or Coin Award Transactions that CoMakery does not support.
3.2. Coin Award Transactions. CoMakery Administrative Applications process supported Coin Award Transactions according to the instructions received from its users, and CoMakery does not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to CoMakery Administrative Applications. CoMakery reserves the right to attempt to delay or disable any Coin Award Transaction if it perceives a risk of fraud or illegal activity.
3.3. Transmission Delays. Neither CoMakery nor CoMakery Administrative Applications store the private keys of Coins. As a result, it may be necessary for CoMakery to retrieve certain information from you or for you to supply additional information through the Administrative Applications in order to facilitate a Coin Award Transaction in accordance with your instructions, which may delay the initiation or crediting of such Coin Award Transaction. You acknowledge and agree that a Coin Award Transaction facilitated by CoMakery Administrative Applications may be delayed.
3.4. Third Party Contributions. CoMakery has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including any service performed or deliverables delivered in connection with Tasks performed by Project Contributors and Projects and in connection with Tasks created by Project Creators other actions taken by users of CoMakery Administration Services). CoMakery is not responsible for ensuring that a service provider or buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services in connection with Coin Award Transaction administered using the CoMakery Administration Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify CoMakery Support firstname.lastname@example.org so that we may consider what action to take, if any.
3.5. Customized CoMakery Account Page; User Content. CoMakery may permit a user to establish a customizable Project Creator or Project Contributor page ("Account Page") which will allow others to easily view Projects, Tasks or administer Coin Award Transactions to and from your CoMakery Account. The Account Page may allow you to establish a user handle and associated Account Page URL, upload a photo, and provide a short description. In establishing your Account Page and uploading or adding any text, photo, or other material to any part of the CoMakery Site, you agree that you will not (i) post misleading materials or misappropriate the identity of another person or entity, (ii) post any copyrighted material which you are not authorized to post, or (iii) post any profane, defamatory, unlawful, or offensive materials. CoMakery, in its sole discretion, may disable your Account Page and take other action in accordance with this Agreement if we believe you are in violation of the foregoing or abusing this service. CoMakery may reclaim user handles associated with dormant CoMakery Accounts. CoMakery does not guarantee or endorse the purported identity, message, or other information posted by a user to the user's Account Page. While using the Site, users may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, "User Content"). Users grant CoMakery a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute User Content of any user on or in connection with the CoMakery Administrative Services or any other services offered by the site and our related marketing and promotional activities. As between users and CoMakery, users continue to hold all ownership interest in their User Content. Users represents and warrants that its User Content and our use of such User Content will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these this contract or applicable law.
3.6 Advanced Protocols; Forking. Unless specifically agreed otherwise, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Coins and Coin Award Transactions supported by CoMakery (collectively, "Advanced Protocols"). Do not use your CoMakery Account or to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The CoMakery platform is not configured to detect and/or secure Advanced Protocol transactions and CoMakery assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.
3.7 Operation of Coin Protocols. CoMakery does not own or control the underlying software protocols which govern the operation of Coins supported by our CoMakery Administration Services. In many cases, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the CoMakery, you acknowledge and agree (i) that CoMakery is not responsible for operation of the underlying protocols and that CoMakery makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a "forks"), and that such forks may materially affect the value, function, and/or even the name of the Coins and Coin Award Transactions you send or receive on the CoMakery platform. In the event of a fork, you agree that CoMakery may temporarily suspend CoMakery operations and CoMakery Administrative Services (with or without advance notice to you) and that CoMakery may, in its sole discretion, in consultation with Project Creators, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that CoMakery assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
4. Project Creator Project Administration Fees.
4.1. Monthly Administration Fee. Project approved for CoMakery Administrative Services may be subject to a recurring monthly fee ("Platform Monthly Fee") specified in an order form executed by Project Creators (the "Order Form"). The Platform Monthly Fee will be displayed and quoted to Project Creators on the Order Form prior to commencement of CoMakery Administration Services. CoMakery may waive some portion or all of the Platform Monthly Fee depending on the payment method selected and in its sole discretion. The availability of each Payment Method depends on a number of factors, including but not limited to Project Creator location and limitations imposed by third party payment processors. CoMakery reserves the right to adjust its Platform Creator's Platform Monthly Fees and issue any applicable waivers at any time. We will always notify you of the Platform Monthly Fee which applies to you. CoMakery may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days' prior notice and may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. You can check your current Platform Monthly Fee by contacting email@example.com.
4.2. Project Creation and Project Fees. Project approved for CoMakery Administrative Services may also be subject to project creation fees or other one-time and bespoke fees on an Order Form ("Project Fees"). The Project Fees may be calculated by CoMakery based upon numerous Project administration factors, including the number of proposed Project Tasks, the complexity associated with utilizing Administrative Applications and/or developing bespoke Administrative Wallet technology, the type of Coin for which CoMakery Administrative Service are sought, the anticipated number of Project Contributors, and the expected duration of Project administration. The applicable Project Fees will be displayed and quoted to Project Creators on the relevant Order Form and must be accepted and paid by Project Creators prior to commencement of the relevant CoMakery Administration Services.
4.3. Reversals; Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize CoMakery, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including CoMakery balances or other potentially linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider. CoMakery reserves the right to refuse to process, or to cancel or reverse, any Coin Award Transactions in its sole discretion, even after funds have been debited from your account(s), if CoMakery suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if CoMakery reasonably suspects that the Coin Award Transactions is erroneous; or if CoMakery suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, CoMakery will reverse the transaction and we are under no obligation to allow you to reinstate Coin Award Transaction on the same terms as the cancelled transaction.
4.4. Recurring Transactions. If you initiate recurring transaction for your Platform Monthly Fee, you authorize CoMakery to initiate recurring electronic payments in accordance with your selected corresponding payment accounts, such as recurring automated clearing house (ACH) debit or credit entries from or to your linked bank account. Your recurring transactions will occur in identical, periodic installments, based on your period selection (e.g., daily, weekly, monthly), until either you or CoMakery cancels the recurring order. If you select a U.S. Bank Account as your payment method for a recurring transaction, and such transaction falls on a weekend or holiday, or after bank business hours, the ACH credit or debit will be executed on the next business day. If your Bank is unable to process any electronic ACH debit entry, CoMakery will notify you of cancellation of the transaction and may avail itself of remedies set forth in this User Agreement to recover any amount owed to CoMakery. This authorization will remain in full force and effect until you change your recurring transaction settings on your account settings page or until you provide us written notification at firstname.lastname@example.org. You agree to notify CoMakery in writing of any changes in your linked bank account information prior to a recurring transaction. CoMakery may, at any time, terminate recurring transactions by providing notice to you.
4.5. Payment Services Partners. CoMakery may use a third party payment processor to process any payment between you and CoMakery, including but not limited to payments in relation to your deposits or withdrawals.
5. General Use, Prohibited Use, and Termination.
5.1. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the CoMakery Site, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by CoMakery from time to time. Any other use of the CoMakery Site or Content is expressly prohibited and all other right, title, and interest in the CoMakery Site or Content is exclusively the property of CoMakery and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "CoMakery.com", "CoMakery", and all logos related to the CoMakery Administration Services or displayed on the CoMakery Site are either trademarks or registered marks of CoMakery or its licensors. You may not copy, imitate or use them without CoMakery's prior written consent. Also, you may not use any of CoMakery's marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., coins, assets, securities, commodities, investment or trading products, derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitizations or synthetic products, etc.).
5.2. Website Accuracy. Although we intend to provide accurate and timely information on the CoMakery Site, the CoMakery Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the CoMakery Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the CoMakery Site,
5.3. Third-Party Applications. If, to the extent permitted by CoMakery from time to time, you grant express permission to a third party to access or connect to your CoMakery Account, either through the third party's product or service or through the CoMakery Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your CoMakery Account. Further, you acknowledge and agree that you will not hold CoMakery responsible for, and will indemnify CoMakery from, any liability arising out of or related to any act or omission of any third party with access to your CoMakery Account. You may change or remove permissions granted by you to third parties with respect to your CoMakery Account at any time through the Account Settings (Integrations) page on the CoMakery Site.
5.4. Prohibited Use. In connection with your use of the CoMakery Administration Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Business or Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your CoMakery Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.
5.5. Transactions Limits. The use of all CoMakery Administration Services may be subject to a limit on the amount of volume, you may transact or transfer in a given period. Your transaction limits may vary depending on the Coin in which you're transacting, verification steps you have completed, and other factors. CoMakery reserves the right to change applicable limits as we deem necessary in our sole discretion. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with CoMakery staff (such process, "Enhanced Due Diligence"). CoMakery reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
5.6. Suspension, Termination, and Cancellation. CoMakery may: (a) suspend, restrict, or terminate your access to any or all of the CoMakery Administration Services, and/or (b) deactivate or cancel your CoMakery Account if:
- We are so required by a facially valid subpoena, court order, or binding order of a government authority; or
- We reasonably suspect you of using your CoMakery Account in connection with a Prohibited Use or Business; or
- Use of your CoMakery Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
- Our service partners are unable to support your use; or
- You take any action that CoMakery deems as circumventing CoMakery's controls, including, but not limited to, opening multiple CoMakery Accounts or abusing promotions which CoMakery may offer from time to time.
- You breach our Behavior Policy
If CoMakery suspends or closes your account, or terminates your use of CoMakery Administration Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits CoMakery from providing you with such notice. You acknowledge that CoMakery's decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to CoMakery's risk management and security protocols. You agree that CoMakery is under no obligation to disclose the details of its risk management and security procedures to you.
You may cancel your CoMakery Account at any time by contacting email@example.com. You will not be charged for canceling your CoMakery Account or for the Platform Monthly Fee following the effective date of cancellation, although you will be required to pay the full Project Creation Fee any outstanding amounts owed to CoMakery. You authorize us to disable any Administrative Applications at the time of cancellation.
5.7. Relationship of the Parties. CoMakery is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and CoMakery to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or CoMakery to be treated as the agent of the other.
5.8. Privacy of Others; Marketing. If you receive information about another user through the CoMakery Administration Services, you must keep the information confidential and only use it in connection with the CoMakery Administration Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the CoMakery Administration Services.
5.9. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the CoMakery Administration Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your CoMakery Account by third-parties and the loss or theft of any Coin and/or funds held in your CoMakery Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of CoMakery and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your CoMakery Account information has been compromised, contact CoMakery Support immediately at firstname.lastname@example.org.
5.10. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the CoMakery Administration Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your CoMakery Account.
5.11. Unclaimed Property. If CoMakery is deemed to be holding Coins or other property in your account, and CoMakery is unable to contact you and has no record of your use of the Services for several years, applicable law may require CoMakery to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, CoMakery will try to locate you at the address shown in our records, but if CoMakery is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. CoMakery reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
6. Customer Feedback, Queries, Complaints, and Dispute Resolution
6.1. Contact CoMakery. If you have any feedback, questions, or complaints, contact us via our Customer Support email at email@example.com. When you contact us please provide us with your name, address, and any other information we may need to identify you, your CoMakery Account, and the transaction on which you have feedback, questions, or complaints. If you believe your account has been compromised, you may also report your claim by contacting firstname.lastname@example.org.
6.2. Arbitration; Waiver of Class Action. If you have a dispute with CoMakery, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the JAMS's rules for arbitration of consumer-related disputes and you and CoMakery hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county of CoMakery's place of business or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees.
If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this section 6.2 is invalid or unenforceable, that provision shall be severed and the other parts of this section 6.2 shall still apply. In any case, the remainder of this User Agreement, will continue to apply.
7. General Provisions.
7.1. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from CoMakery. Always log into your CoMakery Account through the CoMakery Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
7.2. Release of CoMakery; Indemnification. If you have a dispute with one or more users of the CoMakery services, you release CoMakery, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold CoMakery, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
7.3. Limitation of Liability; No Warranty. IN NO EVENT SHALL COMAKERY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE MONTHLY PLATFORM FEE, IF ANY, PAID BY A USER; (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE COMAKERY SITE, THE ADMINISTRATIVE APPLICATIONS OR THE COMAKERY SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COMAKERY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; (C) FOR ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (D) FOR ANY CONTENT OBTAINED FROM THE COMAKERY SITE. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT COMAKERY OR AN ADMINISTRATIVE APPLICATIONS FAILED TO PROCESS A COIN AWARD TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE MONTHLY PLATFORM FEE, IF ANY, YOU PAID IN CONNECTION WITH THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED COIN AND COIN AWARD TRANSACTION AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE COMAKERY ADMINISTRATION SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMAKERY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COMAKERY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE COMAKERY SERVICES, THE ADMINISTRATIVE APPLICATIONS, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
CoMakery makes no representations about the accuracy or completeness of any historical price data that may be available on the Site. CoMakery will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but CoMakery makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
7.5. Amendments. We may amend or modify this Agreement by posting on the CoMakery Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the CoMakery Administration Services, or suspension or termination of your access to the CoMakery Administration Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.
7.6. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any CoMakery affiliates or subsidiaries, or to any successor in interest of any business associated with the CoMakery Administration Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
7.7. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
7.8. Change of Control. In the event that CoMakery is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
7.9. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, CoMakery Account cancellation, debts owed to CoMakery, general use of the CoMakery Site, disputes with CoMakery, and general provisions, shall survive the termination or expiration of this Agreement.
7.10. Governing Law. You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and CoMakery, except to the extent governed by federal law.
7.11. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
7.12. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
7.13. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state laws in the state where you are located.