SwitchBIT Terms of Use


SwitchBIT OÜ: SWITCHBIT.EE - TERMS OF USE


Company Reg. No.14632927

Virtual Currency Exchange Service: No: FVT000029 


Document last updated 18th January 2021


PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE.


Definition of the Parties to these Terms of Use


These Terms of Use, hereinafter the 'Terms', are entered into by and between:


• SwitchBIT OÜ and its affiliated companies ('SWITCHBIT', 'Services', 'we' or 'us'), including www. SWITCHBIT.ee, www.SWITCHBIT.org (collectively, the 'Site'),
• and the client which has electronically signed and accepted, for the substance, the present Terms (hereinafter referred to as 'User'):


hereinafter referred to as 'the Parties'.


These Terms apply to your access to, and use of, the SWITCHBIT website. SWITCHBIT reserves the right to change or modify the terms and conditions contained in these Terms or any policy or guideline of the Site, at any time and in its sole discretion. We will provide notice of these changes by posting the revised Terms to the Site and changing the 'Last Revised' date at the top of the Terms, or by providing other means of notice as SWITCHBIT will determine each time in its sole discretion. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Any changes or modifications will be effective immediately upon posting the revisions to the Site and will apply to your subsequent use of the Site. You waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this Site will confirm your acceptance of such changes or modifications; therefore, you should review the Terms and applicable policies whenever you use the Site to understand the terms that apply to such use. The most current version of the Terms can be reviewed by clicking on the 'Terms of Use' hypertext link located at the bottom of our web pages. If you do not agree to the Terms in effect when you access or use the Site, you must stop using the Site.


PREAMBLE


SWITCHBIT provides an online tool that allows users to:


• allows users to buy and sell different cryptographic currencies worldwide (Trade Bitcoin);
• provides a wallet service where you can store your different cryptographic currencies;
• make payments to and accept payments from third parties (Accept Bitcoin, Payment gateway for Merchants).


1.Eligibility
 

By accessing or using the Site, you represent and warrant that you have not previously been suspended or removed from the Site. You represent and warrant that you are not: (a) located in, under the control of, or a national or resident of any country to which the EU has
embargoed goods or services; (b) identified as a 'Specially Designated National', or (c) placed on the Commerce Department’s Denied Persons List. You further represent and warrant that you will not use the Site if the laws of your country prohibit you from doing so in accordance with these Terms.


2. Registration and Account


In order to access and use certain features on the Site, you must create an account with SWITCHBIT ('Account'). You agree to (a) provide accurately, current and complete information when creating or updating an Account; (b) maintain and promptly update your Account information; (c) maintain the security and confidentiality of your login credentials and restrict access to your Account and your computer; (d) promptly notify SWITCHBIT if you discover or otherwise suspect any security breaches related to the Site; and (e) take responsibility for all activities that occur under your Account and accept all risks of unauthorized access.


3. Privacy Policy


Please refer to our Privacy Policy for information about how SWITCHBIT collects, uses, and discloses information about its users.


4. Confidentiality of Transmissions Over the Internet


The transmission of data or information (including communications by e-mail) over the Internet or other publicly accessible networks is not one hundred percent secure and is subject to possible loss, interception, or alteration while in transit. Accordingly, SWITCHBIT does not assume any liability for any damage you may experience or costs you may incur as a result of any transmissions over the Internet or other publicly accessible networks, including without limitation transmissions involving the exchange of e-mail with SWITCHBIT containing your personal information. While SWITCHBIT shall take commercially reasonable efforts to safeguard the privacy of the information you provide to SWITCHBIT and shall treat such information in accordance with SWITCHBIT's Privacy Policy, in no event will the information you provide to SWITCHBIT be deemed to be confidential, create any fiduciary obligations to you on SWITCHBIT's part, or result in any liability to you on SWITCHBIT's part in the event that such information is inadvertently released by SWITCHBIT or accessed by third parties without SWITCHBIT's consent.


5. Non Advice


a. Execution only


We deal on an execution only basis and do not advise on the merits of particular transactions, or their taxation consequences.


b. Own judgment and suitability
 

Without prejudice to our foregoing obligations, in asking us to enter into any transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the transaction. You represent that you have
sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction. We give you no warranty as to the suitability of the products traded under these Terms and assume no fiduciary duty in
our relations with you.


c. Incidental information and investment research
 

Where we do provide generic trading recommendations, market commentary, or other
information:


• this is incidental to your dealing relationship with us. It is provided solely to enable you to make your own investment decisions and does not amount to advice;
• we give no representation, warranty, or guarantee as to the accuracy or completeness of such information or as to the tax consequences of any transaction.

 
6. Copyright and Limited License


Unless otherwise indicated in the Site, the Site, and all content and other materials on the Site, including, without limitation, the SWITCHBIT logo and all designs, text, graphics, pictures, information, data, software, sound files, video files, other files and the selection and arrangement thereof (collectively, 'SWITCHBIT Materials') are the proprietary property of SWITCHBIT or its licensors or users and are protected by EU and international copyright laws.


You are granted a limited, non-sublicensable license to access and use the Site and SWITCHBIT Materials; subject to these Terms. Except as expressly permitted on the Site, in these Terms or otherwise in writing by SWITCHBIT, such license does not include: (a) any 
resale or commercial use of the Site or the SWITCHBIT Materials; (b) the distribution, public performance or public display of any SWITCHBIT Materials; (c) modifying or otherwise making any derivative uses of the Site and the SWITCHBIT Materials, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Site, the SWITCHBIT Materials or any information contained therein.

 

7. 51% and other CryptoCurrency Attacks
 

SWITCHBIT makes every attempt to help prevent and mitigate cryptocurrency attacks. However, should an attack occur and we are able to confirm it, then SWITCHBIT will immediately halt trading, deposits, and withdrawals for that coin. If it is determined that such an attack caused the currency to greatly decrease in value, then SWITCHBIT will discontinue trade activity on that currency entirely. Resolutions concerning deposits, withdrawals, and user balances for an attacked currency will be determined on a case-by-case basis.


8. Hyperlinks


You are granted a limited, non-exclusive right to create a text hyperlink to the Site, provided such link does not portray SWITCHBIT or any of our Site in a false, misleading, derogatory, or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable, in our sole discretion.


9. Third-Party Content


SWITCHBIT and its users may provide third-party content on the Site and may provide links to web pages and content that are not owned or controlled by SWITCHBIT (collectively the 'Third Party Content') as a service to those interested in this information. SWITCHBIT does
not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that SWITCHBIT is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content contained therein at their own risk. Your business dealings or correspondence with, or participation in promotions of, any third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third parties. SWITCHBIT is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such Third-Party Content on the Site.


10. Feedback


You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information, regarding SWITCHBIT or the Site (collectively, 'Feedback') that is provided by you, whether by e-mail, posting to the Site or otherwise, are non-confidential and will become the sole property of SWITCHBIT. SWITCHBIT will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.


11. User Conduct and Obligations


• Your license to access and use the Services is subject to the following restrictions and prohibitions on use ('User Conduct and Obligations').
• You agree that you shall not upload, post, transmit, share or otherwise make available through, or to, the Services any content that:
• Is unlawful, abusive, threatening, harmful, obscene, lewd, offensive, defamatory, or otherwise objectionable.
• Might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others.
• Might violate any local, federal, or international law, or any rules of any securities exchange, either intentionally or unintentionally.
• Contains any viruses, trojan horses, time bombs, cancelbots, or any other harmful or disruptive computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
• Reproduce, copy, modify, distribute, market, display, transfer, sublicense, prepare derivative work(s) or adaptation(s) based on, sell, exchange, barter, transfer, or otherwise make available in any form or by any means, except for the express limited Permitted Uses, all or any portion of the Services or any Information And Content retrieved therefrom.
• Disrupt, disable, place unreasonable burdens or excessive loads on, interfere with, or attempt to gain unauthorized access to any portion of the Services, or their computer systems, servers, or networks.
• Post or provide any information that you know (or ought to know) is false or misleading, provide false information about yourself, impersonate any other person, or otherwise attempt to mislead others about your identity, your affiliation with any person or entity, or the origin of any content, message, or other communication.
• Upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of solicitation, bulk e-mail, or duplicative messages.
• Use any automatic or manual process to collect, harvest, gather, or extract information about other visitors to or users of the Services, or otherwise systematically extract data or data fields, including without limitation any financial and/or currency data or e-mail addresses.

 

12. Electronic Trading Terms


a. Electronic Order entry for Market Orders equals Order execution To enter an online order, you must access the Markets window, then click on 'BUY/SELL' for the relevant market where you will enter the price and lot size. The order is placed in exchange shortly after you hit the submit order button provided you have sufficient funds in your Account. Orders may fail for several reasons including changing dealer prices, insufficient margin, unspecified lot size or unanticipated technical difficulties.


b. FUNDS OR CURRENCY IN ACCOUNT


YOUR ACCOUNT WITH US IS NOT A BANK ACCOUNT. OUR SERVICES ARE NOT FINANCIAL INSTRUMENTS AND WE ARE NOT A REGULATED FINANCIAL INSTITUTION. NO INTEREST WILL BE PAID ON ANY FUNDS OR CURRENCY YOU USE TO PURCHASE OR TRADE FOR ANY OTHER CURRENCY WITH OTHER MEMBERS AND SUCH CURRENCY IS NOT INSURED BY THE COMPANY OR ANY GOVERNMENT AGENCY. ALL CURRENCY TRADED OR PURCHASED BY YOU WILL BE ASSOCIATED WITH YOUR ACCOUNT UNTIL USED TO TRADE WITH OTHER MEMBERS OR UNTIL WITHDRAWN BY YOU.


c. Use of information, data, and software


In the event that you receive any data, information, or software via an Electronic Service other than that which you are entitled to receive pursuant to these Terms, you will immediately notify us and will not use, in any way whatsoever, such data, information, or software.


d. Withdrawals


If you request a withdrawal of monies from your Account and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal.


e. Execution of orders


We shall use our reasonable endeavors to execute any order promptly, but in accepting your orders we do not represent or warrant that it will be possible to execute such order or that execution will be possible according to your instructions. If we encounter any material difficulty relevant to the proper carrying out of an order on your behalf we shall notify you promptly.


f. Authority


We shall be entitled to act for you upon instructions given or purporting to be given by you or any person authorized on your behalf without further inquiry as to the genuineness, authority, or identity of the person giving or purporting to give such instructions provided such instruction is accompanied by your correct Account number and password.


g. Currency of Accounts


You will be able to open your trading Account(s) in the cryptocurrencies listed on the SwitchBIT site. SwitchBIT does not offer Fiat deposits at the time of this document. Account(s) balances will be calculated and reported to you in the currency in which Account(s) are maintained.


h. System defects


In the event you become aware of a material defect, malfunction, or virus in the System or in an Electronic Service, you will immediately notify us of such defect, malfunction, or virus and cease all use of such Electronic Service until you have received permission from us to resume use.


i. Liability and Indemnity


Without prejudice to any other terms of these Terms, relating to the limitation of liability and provision of indemnities, the following clauses shall apply to our Electronic Services.


j. System errors


We shall have no liability to you for damage which you may suffer as a result of transmission
errors, technical faults, malfunctions, illegal intervention in network equipment, network
overloads, malicious blocking of access by third parties, internet malfunctions, interruptions
or other deficiencies on the part of internet service providers. You acknowledge that access
to Electronic Services may be limited or unavailable due to such system errors, and that we
reserve the right upon notice to suspend access to Electronic Services for this reason.


k. Delays


Neither we nor any third-party software provider accepts any liability in respect of any delays, inaccuracies, errors or omissions in any data provided to you in connection with an Electronic Service.

 

We do not accept any liability in respect of any delays, inaccuracies or errors in prices quoted to you if these delays, inaccuracies, or errors are caused by third-party service providers with which we may collaborate.
 

We shall not be obliged to execute any instruction which has been identified that is based on errors caused by delays of the system to update prices provided by the system price feeder or the third-party service providers. We do not accept any liability towards executed trades that have been based and have been the result of delays as described above.


l. Viruses from an Electronic Service


We shall have no liability to you (whether in contract or in tort, including negligence) in the event that any viruses, worms, software bombs, or similar items are introduced into the System via an Electronic Service or any software provided by us to you in order to enable you to use the Electronic Service, provided that we have taken reasonable steps to prevent any such introduction.


m. Viruses from your System


You will ensure that no computer viruses, worms, software bombs, or similar items are introduced into our computer system or network and will indemnify us on demand for any loss that we suffer arising as a result of any such introduction.


n. Unauthorized use


We shall not be liable for any loss, liability, or cost whatsoever arising from any unauthorized use of the Electronic Service. You shall on demand indemnify, protect and hold us harmless from and against all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs resulting from or arising out of any act or omission by any person using an Electronic Service by using your designated passwords, whether or not you authorized such use.


o. Markets


We shall not be liable for any action taken by or on the instruction of an exchange, clearing house, or regulatory body.


p. Immediate suspension or permanent withdrawal


We have the right, unilaterally and with immediate effect, to suspend or withdraw permanently your ability to use any Electronic Service, or any part thereof, without notice, where we consider it necessary or advisable to do so, for example, due to your noncompliance with the Applicable Regulations, breach of any provisions of these Terms, on the occurrence of an Event of Default, network problems, failure of power supply, for maintenance, or to protect you when there has been a breach of security. In addition, the use of an Electronic Service may be terminated automatically, upon the termination (for whatever reason) of:


q. any license granted to us which relates to the Electronic Service; or these Terms of Use.


Effects of termination
In the event of a termination of the use of an Electronic Service for any reason, upon request by us, you shall, at our option, return to us or destroy all hardware, software, and documentation we have provided you in connection with such Electronic Service and any copies thereof.


13. Payment Service


Ⅰ. Terms for Merchants


1. Relationships


The Merchants and SWITCHBIT are independent contractors under this Agreement, and
nothing herein will be construed to create a partnership, joint venture, or agency
relationship between them. Neither party has the authority to enter into agreements of any kind
on behalf of the other.


b. Daily Transaction Volume; Tiers
You agree to adhere to the transaction processing limits applicable to your Tier. You agree
that, if you exceed that limit, SWITCHBIT has the right to hold the over-the-limit funds until
you have provided us with the additional documentation required to qualify for the next
Tier, and until we have had the opportunity to review such documents. We will take
additional measures if you exceed your limit.


c. Invoices and Records
You must keep all records needed for fulfilling the merchandise to the purchaser and
providing any post-sale support to the purchaser. If the sale of the item requires any
government registration of the sale, you are responsible for such registration.


d. Representation and Warranties


• Your use of the Services is subject to several important restrictions. Specifically, you represent and warrant to us that:
• Your use of the Services will not contravene any applicable law or regulation, including applicable tax laws and regulations, and that your use of the Services will not violate the laws of the EU.
• Your use of the Services will not relate to sales of (i) narcotics, research chemicals, or any controlled substances, (ii) cash or cash equivalents, including derivatives, (iii) items that infringe or violate any copyright or trademark, (iv) ammunition, firearms, explosives, or weapons regulated under applicable law, or (v) any services which compete with SWITCHBIT.
• Your use of the Services will not relate to transactions that (i) show the personal information of third parties in violation of applicable law, (ii) support pyramid or Ponzi schemes, matrix programs, or other 'get rich quick' schemes, (iii) are associated with purchases of annuities or lottery contracts, lay-away systems, banking, off-shore banking, foreign exchange or transactions to finance investing or investment-related products, or refinancing debts funded by a credit card, or (iv) provide credit repair or debt settlement services.
• Your use of the Services will not involve gambling or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes unless you have obtained our prior approval and you and your customers are located exclusively in jurisdictions where such activities are permitted by law.
• You have the right, power, and ability to enter into and perform under these Terms.


1. Our Right to Reject


We reserve the right to decline to process a sale if we believe that it violates these Terms or would expose you, other merchants, purchasers, or other parties to harm. If we reasonably suspect that your SWITCHBIT account has been used for an illegal purpose, you authorize us to share information about you, your SWITCHBIT account, and your account activity with law enforcement.


f. Our Right to Inspect
We may ask for permission to inspect your business location, in connection with your use of the Services or specific transactions. If you refuse our request, we may suspend or terminate your SWITCHBIT account.


Ⅱ. Terms for Buyers


SWITCHBIT Relationships
SWITCHBIT provides Merchant with the functionality of receiving payments. All relationships between Buyer and Merchant should be solved between Buyer and Merchant without involving SWITCHBIT.


b. Responsibility
When you send a payment to certain Merchants, you are providing Authorization to the Merchant to process your payment and complete the transaction. Some Merchants may delay processing your payment. In such an instance, you can contact the Merchant directly to speed up the process.


c. Permissible Payment Transactions
You may only use the Service to process a Payment Transaction for a Product that is purchased from a Merchant through a legitimate, bona fide sale of the Product. The Service may not be used to process a Payment Transaction, or otherwise transfer money between a Buyer and Merchant, that is unrelated to a purchase of a Product. The Service may not be used to receive cash advances from Merchants or to facilitate the purchase of cash equivalents (travelers' cheques, prepaid cards, money orders, etc.). You may not use the Service to process Payment Transactions in connection with the sale or exchange of any illegal goods or services or any other underlying illegal transaction. In particular, you shall not use the Service or process Payment Transactions in connection with the sale or purchase
of goods or services, or other remittances that are prohibited.


d. No Endorsement of Products
SWITCHBIT does not represent or endorse, and shall not be responsible for: (a) the safety, quality, accuracy, reliability, availability, delivery, integrity or legality of any Product, the truth or accuracy of the description of Products, or of any advice, opinion, offer, proposal, statement, data or other information (collectively, 'Content') displayed or distributed, purchased or paid through the Service, or the Merchant Establishments; or (b) the ability of Buyers to buy Products or Merchants to deliver Products. SWITCHBIT hereby disclaims any liability or responsibility for errors or omissions in any content on any Merchant's website. Any link on the SWITCHBIT website to a third-party site is not an endorsement of that website. The use or browsing by a Buyer of any other website shall be subject to the terms and conditions in each such website.


SWITCHBIT does not endorse any advertiser or Merchant linked to its website. The Buyer must verify all information provided by the Merchants before arriving at his decision to purchase any Product. SWITCHBIT will not be held liable for commitments made or announced on the Merchants site. SWITCHBIT may offer a feedback record or other mechanism for Customers to assist you in evaluating the Service. You acknowledge that any such feedback system represents solely the opinion of other Customers of the Service, and is not an opinion, representation, or warranty by SWITCHBIT with respect to other Customers or the Service.


14. Indemnification


You agree to defend, indemnify, and hold harmless SWITCHBIT, its independent contractors, service providers and consultants, and their respective directors, employees, and agents, from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys¡' fees) arising out of or related to: (a) your use of the Site; (b) any User Content or Feedback you provide; (c) your violation of these Terms; (d) your violation of any rights of another; or (e) your conduct in connection with the Site. Some jurisdictions limit consumer indemnities, so some or all of the indemnity provisions above may not apply to you. If you are obligated to indemnify us, we will have the right, in our sole and unfettered discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.


15. Disclaimer of Warranties


SWITCHBIT PROVIDES NO GUARANTEE AS TO THE PERFORMANCE OR THE UNINTERRUPTED AVAILABILITY OF THE SITE OR THE SWITCHBIT MATERIALS. THE SITE AND SWITCHBIT MATERIALS ARE PROVIDED ON AN 'AS IS,' 'AS AVAILABLE' BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SWITCHBIT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SITE AND THE INFORMATION, CONTENT, AND MATERIALS CONTAINED THEREIN. SWITCHBIT DOES NOT REPRESENT OR WARRANT THAT SWITCHBIT MATERIALS OR THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WHILE SWITCHBIT ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE SAFE, SWITCHBIT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT
VIRUSES FROM ANY DOWNLOAD.

SWITCHBIT reserves the right to change any and all content contained in the Site at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by SWITCHBIT.


SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.


16. Limitation of Liability


IN NO EVENT WILL SWITCHBIT, ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, THE SWITCHBIT MATERIALS OR THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM SWITCHBIT, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF  PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, WAR, RIOT, ARSON, EMBARGOES, CIVIL COMMOTION, STRIKES, LABOR DISPUTES, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SWITCHBIT’S RECORDS, PROGRAMS OR SITE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SWITCHBIT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU, IF ANY, TO SWITCHBIT FOR ACCESS TO OR USE OF THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.


To the extent allowable by law, We reserve the right to set-off any damages or amount owed to Us by You for Your breach of this Agreement or other obligations under this Agreement against funds in Your Account.


17. Modifications to the Site


SWITCHBIT reserves the right to modify or discontinue, temporarily or permanently, the Site or any features or portions thereof without prior notice. You agree that SWITCHBIT will not be liable for any modification, suspension or discontinuance of the Site or any part thereof.


18. Applicable Law and Venue


You agree that the laws of the Republic of Estonia law will govern these Terms and to submit to the non-exclusive jurisdiction of the courts of the Republic of Estonia for any suit, action, or proceeding arising out of these Terms. The Contract and all its subsequent variations shall be subject to, governed by, and interpreted in accordance with the laws of the EU for every purpose.


19. Binding Arbitration


PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SWITCHBIT AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.


If a dispute arises between the Parties arising out of or otherwise relating to these Terms, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party must submit the issue to binding arbitration in accordance with applicable Arbitration Ordinance. Claims subject to arbitration ('Arbitral Claims') shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state, or local law, statute, or regulation, excepting only claims by Us under applicable worker’s compensation law, unemployment insurance claims, intellectual-property claims (including but not limited to claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) by Us seeking injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in the EU, in a convenient location agreed to by the parties, or absent such agreement, selected by the Arbitrator. The arbitration shall be conducted by a single arbitrator, knowledgeable in Internet and eCommerce disputes.

 

The arbitrator shall be willing to execute an oath of neutrality. The Arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of these Terms. The arbitrators shall be bound by and apply the laws of the EU to any dispute submitted for arbitration hereunder, and these Terms shall be interpreted in accordance with the laws of the EU. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or
her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.


The costs of arbitration shall be initially borne by the party initiating arbitration and later apportioned by the arbitrator. The arbitrator's decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator's award.
 

20. Termination and Suspension
 

Notwithstanding any of these Terms, SWITCHBIT reserves the right, without notice and in its sole discretion, to terminate or suspend your right to use the Site, and to block or prevent your future access to, and use of, the Site.
 

21. Survival
 

Sections 9 (Third Party Content), 10 (Feedback), 14 (Indemnification), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 18 (Applicable Law), 19 (Arbitration), this Section 21 (Survival), and Section 22 (Severability) will survive any termination or expiration of these Terms.
 

22. Severability
 

If any provision of these Terms is deemed unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
 

23. Changes
 

You can review the most current version of the Terms of Use at any time on this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Use by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.
 

24. Integration
 

The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use and any policies or operating rules posted by us constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use). Any ambiguities in the
interpretation of these Terms of Use shall not be construed against the drafting party.

 

25. Force Majeure
 

In addition to applicable disclaimers stated above, SWITCHBIT's performance under these Terms shall be excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including but not limited to acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labor disputes or controversies, acts of any third party data provider(s) or other third-party information provider(s), third party software, or communication method interruptions.
 

26. No Waiver


SWITCHBIT's failure to insist upon, or enforce, strict performance of any right or provision of these Terms of Use shall not constitute or be construed or deemed to be a waiver of such right or provision in the future or a waiver of any other right or provision under these Terms of Use.


27. Governing Language and Translation


You agree that these Terms of Use, SWITCHBIT's Privacy Policy, and other notices posted through the Services have been drawn up in English. Although translations in other languages of any of the foregoing documents may be available, such translations may not be up to date or complete. Accordingly, you agree that in the event of any conflict between the English language version of the foregoing documents and any other translations thereto, the English language version of such documents shall govern.

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