These Terms of Service, the terms of any subscription that you procure through the Services interface (each, an "Order Form"), and any terms expressly incorporated herein (collectively, these "Terms") between Polygon.io, Inc. ( "Polygon", "we", "our", or "us") and you, as a current or prospective customer/user of Polygon's services ( "you" or "your"), describe your rights and responsibilities when accessing or using our website, application programming interfaces ( "APIs"), and other products and services that link to these Terms (collectively, the "Services") for your own individual, non-commercial purposes. Please read them carefully.
By using any of the Services, you agree to these Terms. You also agree to any additional terms specific to Services you use ( "Additional Terms"). Such Additional Terms will be disclosed to you in connection with the applicable activity. Additional Terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable option or offer. Additional Terms shall prevail over these Terms in the event of a conflict with respect to the applicable option or offer. If you do not agree with these Terms, please do not accept these Terms and you may not access or use the Services.
ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND POLYGON AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND POLYGON WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Polygon offers a financial data market platform that gives developers the tools to access and use financial market data for stocks, forex, cryptocurrency, and other financial assets, securities, and other subjects as well as general news, commentary, research, educational materials, and other information concerning financial markets. Polygon is not a registered broker-dealer, financial institution, exchange, or investment advisor nor does it make any recommendations regarding the appropriateness of particular opportunities for any investor.
2. Access Grant.
Subject to the terms and conditions of these Terms, we grant you, a non-exclusive, non-transferable, non-assignable, worldwide, limited right to access and use the Services, as such Services may be modified, revised, and updated in accordance with these Terms, solely for your own personal, non-commercial purposes.
3. Market Data; Status.
3.1 Market Data.
A. Polygon receives financial market data for stocks, forex, cryptocurrencies, and other financial markets, securities, and other subjects as well as general news, commentary, research, educational materials, and other information concerning financial markets ("Market Data") from industry sources, financial exchanges, securities information processors, and other third-party suppliers of Market Data ("Third Party Providers"). Market Data is provided or made available to you on an "as is" and on an "as available" basis and should not be considered as any form of advice or recommendation for you or your Account. Polygon does not endorse, approve, or provide any view or opinion on any Market Data. Neither Polygon nor any Third Party Provider (i) warrants or guarantees the accuracy, timeliness, completeness or correctness of any Market Data, or (ii) warrants any results or interpretations from any use or reliance upon Market Data for any purpose. Your use of any Market Data is at your own risk. Past performance is no guarantee of future results.
B. You must not use Market Data for any purpose not directly related to the Services or your Account. No part of the Services (including Market Data) may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without Polygon's express prior written consent. Certain Market Data sets available on the Services may have additional use restrictions or entitlement requirements or may require you to enter into a subsequent agreement with a Third-Party Provider. Unless otherwise stated in a subsequent agreement with us or a Third Party Provider, any and all Market Data is strictly for display use only. If required, we will report your unauthorized use of Market Data to the applicable Third Party Provider along with all required information pertaining to your Account.
3.2 Status. A. To the extent applicable as described in your Order Form or based on any use restrictions surrounding the Market Data that you are subscribing to as required by a Third Party Provider, you represent and warrant to us on a continuing basis that you qualify as a Non-Professional unless and until you have expressly notified us in writing to the contrary. If you think you are or might be a Securities Professional or if you think that you do not or might not qualify as a Non-Professional, you must contact us immediately at firstname.lastname@example.org. If you have told us in writing that you are a Securities Professional then you represent and warrant to us that you are a Securities Professional, until you notify us in writing to the contrary. For the purposes of these Terms, "Non-Professional" means any natural person who receives market data solely for their own personal, non-business use and who is not a Securities Professional. A "Securities Professional" for these purposes includes an individual who, if working in the United States, is:
Registered or qualified in any capacity with the Securities and Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association, or self-regulatory body;
engaged as an "investment advisor" as that term is defined in Section 202(a)(11) of the Investment Advisor's Act of 1940 (whether or not registered or qualified under that Act), or
employed by a bank or other organization exempt from registration under Federal and/or state securities laws to perform functions that would require that individual to be so registered or qualified if they were to perform such functions for an organization not so exempt.
B. A person who works outside of the United States will be considered a Securities Professional if they perform the same function(s) as a person who would be considered a Securities Professional in the United States. Any use of Market Data for business, professional, or other commercial purposes is not compatible with Non-Professional status, even if the commercial use is on behalf of an organization that is not in the securities industry.
C. You undertake to continually assess your status as to whether you are a Non-Professional or whether you are a Securities Professional and undertake to promptly notify us ifyour classification as a Non-Professional or a Securities Professional changes at any time whilst you have an Account. You acknowledge that we have provided you with an Account and with Market Data in reliance on your representations and warranties to us as to your status. You will indemnify Polygon for any fees, costs, losses, liabilities or expenses that Polygon may incur or suffer, directly or indirectly, in connection with any such representation or warranty being incorrect or inaccurate in any respect when given or repeated.
4. Your Account.
4.1 Account Registration.
You must open an account with us (an "Account") to use the Services. During the registration process we will ask you for information, which may include but is not limited to, your name, e-mail address, and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. We reserve the right to change the account type, suspend or terminate your Account and the account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
You represent and warrant that you are at least eighteen (18) years old. You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws.
4.4 Account Responsibility.
You are solely responsible for any and all activities conducted under your Account. You agree to notify us immediately of any unauthorized use or any other breach of security on your Account. We shall not be liable for any loss incurred in connection with or resulting from any party's unauthorized use of a password or an Account. You acknowledge and agree that losses incurred by us or another party due to the unauthorized use of your Account or password are solely at your liability - accordingly, you are solely responsible for maintaining the confidentiality of your Account password, username, and any other credentials relating to your Account. Unauthorized use of another's Account or password is strictly prohibited.
4.5 Disabling Accounts.
We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.
5. Payment Obligations.
5.1 Payment Terms.
The Services include both paid-for Services to be paid for on a recurring basis and free Services ( "Subscription Services"). Subscription Services may subject you to recurring fees on a monthly or annual basis and/or additional terms and conditions. By signing up for a Subscription Service, you agree to pay us the subscription fees specified in the applicable Order Form(s) (the "Fees"). If you sign up for or upgrade your Account, electing to pay the applicable Fees on a monthly basis, you will be invoiced immediately, and you will be invoiced on the same date of each subsequent calendar month. If you sign up for or upgrade your Account, electing to pay the applicable Fees on an annual basis, you will immediately be invoiced the full annual Fees beginning on your sign-up date. You will be invoiced for future Fees on the same date as your initial sign-up for subsequent years until you cancel your annual Subscription Services or switch to monthly Subscription Services. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Polygon will charge applicable Fees to any valid payment method that you authorize ( "Authorized Payment Method"), and Polygon will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are quoted in U.S. Dollars ($), and all payments must be in U.S. Dollars ($).
Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
5.3 Upgrading and Downgrading at Your Election.
A. You may upgrade your Account at any time from your Account settings, and you will be invoiced immediately. If you sign up for a monthly subscription, the Fees reflected in the applicable invoice will be for a prorated monthly subscription, and you will be invoiced on the same date that you upgraded your account for each subsequent calendar month. If you sign up for an annual subscription, the Fees reflected in the applicable invoice will be for a full annual subscription.
B. You may downgrade at any time from your Account settings. If you downgrade any Subscription Services, you will remain responsible for any unpaid Fees under the applicable Subscription Services, and Services under the applicable Subscription Services will be deemed fully performed and delivered upon expiration of the applicable Subscription Services subscription term. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Fees already due or paid. We reserve the right to change our Fees upon thirty (30) days' advance notice. Your continued use of the Subscription Services after notice of a change to our Fees will constitute your agreement to such changes.
5.5 Additional Products.
At any time, you may purchase additional Subscription Services that can be separately purchased or provisioned for use with the Services (collectively, "Add-Ons") for use in conjunction with your existing Subscription Services. Add-Ons may be subject to additional terms as set forth in the applicable Order Form(s). You are responsible for understanding the limitations of any Add-Ons. You will be charged the Fees for the Add-Ons as specified in the applicable Order Form(s) and in these Terms.
6. Polygon's Intellectual Property.
6.1 Rights We Grant You.
The Services contain material that is derived, in whole or in part, from material owned by Polygon as well as third-parties. We expressly and exclusively reserve for ourself (and our licensors) any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the "Intellectual Property Rights") that are created, generated, acquired, or used in connection with the Services. The look and feel of the Services, including, but not limited to, any custom graphics, button icons, and scripts are also our property, and you may not copy, imitate, or use them, in whole or in part, without our prior written consent. Nothing herein shall be deemed to grant any rights or licenses to our Intellectual Property Rights to you, except as is expressly required for you to use the Services (but not apart from your use thereof).
6.2 Third-Party Trademarks.
You acknowledge and agree that any of our names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the Services are owned by us, unless otherwise noted, and may not be copied, imitated, or used (in whole or in part) without our prior written consent. All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any information displayed on the Service are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Polygon.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Polygon or our Services (collectively, "Feedback"). By submitting Feedback to us, you hereby grant us a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer, incorporate into our products or services, create derivative works from, or otherwise exploit any such Feedback without any compensation to you.
7. User Conduct.
7.1 Use Restrictions.
You may not do, attempt to do, enable, or encourage anyone else to do, any of the following:
Use or attempt to use another user's Account without authorization from such user;
Pose as another person or entity;
Upload, post, or transmit unsolicited commercial email or “SPAM,” including, but not limited to, unethical marketing, advertising, or any other practice that is in any way connected with SPAM, such as: (i) sending mass email to recipients who haven't requested email from you or with a fake return address; (ii) promoting a site with inappropriate links, titles, or descriptions; or (iii) promoting any site by posting multiple submissions in forums that are identical;
Use the Services in any manner that could damage, disable, overburden, or impair the functioning of the Services in any manner;
Bypass or ignore instructions that control access to the Services, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Polygon;
Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of Services pages or functionality;
Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;
Sell or resell the Services or attempt to circumvent any Polygon fee systems;
Use the Services or data collected from our Services for any advertising or direct marketing activity (including, without limitation, e-mail marketing, SMS marketing, and telemarketing);
Use the Services for money laundering, terrorist financing, or other illicit finance;
Use the Services from a country sanctioned by the government of the United States or to facilitate transactions involving individuals sanctioned by the government of the United States or located in sanctioned countries;
Use the Services to carry out any financial activities subject to registration or licensing;
Use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
Infringe or violate the intellectual property rights or any other rights of others;
Use the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates these Terms;
Upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
Intentionally or unintentionally violate any applicable local, state, national, or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any regulations having the force of law;
Promote, offer for sale or sell any security or item, good, or service that (i) violates any applicable federal, state, or local law or regulation, (ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (iii) Polygon or the Market Data providers determine, in their sole discretion, is inappropriate for sale; or
Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services.
7.2 Monitoring and Suspending Access
We may, but have no obligation to, monitor the use by you and other users of the Services. We reserve the right to take, or refrain from taking, any and all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies, once we reasonably suspect or become aware of any violation of applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any provider of Market Data. Such suspension or termination shall not be constituted a breach of these Terms by Polygon.
8. Third-Party Services
The Services may also contain links or functionality to access or use third-party websites and applications (collectively, "Third-Party Services"). When you click on a link to or access and use a Third-Party Services, we may not warn you that you have left our Services, and you are subject to the terms and conditions (including privacy policies) of such Third-Party Services. Polygon provides links to these Third-Party Services only as a convenience. Such Third-Party Services are not under the control of Polygon and may be "open" applications for which no recourse is possible. Polygon is not responsible or liable for any Third-Party Services. Polygon does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services or their associated products or services. Polygon does not prepare, edit, or endorse any Third-Party Services. Polygon does not guarantee the accuracy, timeliness, completeness or usefulness of Third-Party Services, and is not responsible or liable for any content, advertising, products, or other materials on or available from Third-Party Services. You use all links in Third-Party Services at your own risk.
9. Term and Termination.
9.1 Agreement Term.
The "Term" of these Terms will begin on the date that you click accept to these Terms and continue until these Terms are terminated as set forth herein.
9.2 Termination for Breach.
Either party may terminate these Terms for breach if: (a) the other party is in material breach of these Terms and fails to cure that breach within thirty (30) days after receipt of written notice; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days; or (c) the other party materially breaches these Terms more than two times notwithstanding any cure of such breaches. In addition, we may terminate any, all, or any portion of the Services, without terminating these Terms if you meet any of the conditions in Section 9.2(a), (b), and/or (c).
9.3 Termination for Convenience.
You may stop using the Services at any time. You may terminate these Terms for its convenience at any time by contacting us at email@example.com, and upon termination, you must cease use of the applicable Services at the end of your subscription term. We may terminate these Terms for its convenience at any time without liability to you. Following termination, you remain liable for any Fees accrued based on your current Subscription Services and will be invoiced at time of termination.
9.4 Effect of Termination.
If these Terms or your Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) you agree to immediately terminate and cease use of all Services, (c) you agree to delete all downloaded and/or stored Market Data; (d) we may (but have no obligation to) delete your information and account data stored on our servers, and (ed) we will not be liable to you or any third-party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under Section 5, the following Sections of these General Terms shall survive and remain in effect in accordance with their terms upon termination: Section 6 (Polygon's Intellectual Property), Section 8 (Third-Party Services), Section 9.4 (Effect of Termination, Section 11 (Privacy), Section 12 (Disclaimers), Section 13 (Indemnification), Section 14 (Limitation of Liability), Section 15 (Arbitration Notice), and Section 17 (Miscellaneous).
As our business evolves, we may make commercially reasonable updates to the Services from time to time. We may also change these Terms and the other components of the Agreement (except any Order Forms). If we make a material change to the Agreement, we will provide you with reasonable notice prior to the change taking effect, either by emailing the email address associated with your Account or by messaging you through the Services. You can review the most current version of these Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you access or use the Services after the effective date, that use will constitute your acceptance of any revised terms and conditions.
YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND POLYGON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT THERETO. POLYGON DISCLAIMS ALL IMPLIED WARRANTIES TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DOES NOT REPRESENT OR WARRANT: (A) THAT THE CONTENT OR THE MARKET DATA WILL MEET YOUR SPECIFIC REQUIREMENTS OR IS TIMELY, CORRECT, ADEQUATE, ACCURATE, OR COMPLETE; OR (B) THE AVAILABILITY OF THE SERVICES THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. POLYGON HAS NO RESPONSIBILITY TO MAKE CORRECTIONS OR UPDATES TO THE CONTENT OR THE Market Data ON THE SERVICES. YOUR USE OR RELIANCE ON THE SERVICES IS SOLELY WITHIN YOUR DISCRETION AND AT YOUR RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM. IT IS EXPRESSLY UNDERSTOOD THAT THE CONTENT AND THE MARKET DATA ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT, OR ACCOUNTING ADVICE, NOR SHOULD THE CONTENT OR THE MARKET DATA BE CONSTRUED AS A RECOMMENDATION, OR AN OFFER TO BUY OR SELL, OR THE SOLICITATION OF AN OFFER TO BUY OR SELL ANY SECURITY, FINANCIAL PRODUCT, OR INSTRUMENT OR TO PARTICIPATE IN ANY TRADING STRATEGY. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE. YOU SHOULD CONSULT YOUR LEGAL OR TAX PROFESSIONAL REGARDING YOUR SPECIFIC SITUATION. NO DETERMINATION OF YOUR SUITABILITY FOR OR THE APPROPRIATENESS OF ANY SERVICES PROVIDED BY POLYGON HAS BEEN MADE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Polygon, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the "Polygon Parties"), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of, or are related to: (a) your access and/or use of, or interaction with the Services (including, without limitation, Market Data); (b) or any act, error, or omission of your use of your Account or any user of your Account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; (c) your violation of these Terms; (d) your violation of the rights of any third-party; and/or (e) your violation of any applicable laws, rules, or regulations.
THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND POLYGON.
14. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL POLYGON OR ITS THIRD-PARTY PROVIDERS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR THE SERVICES, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF POLYGON OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICES. ACCESS TO, AND USE OF, THE SERVICES, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF POLYGON ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SERVICES EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100.00), OR (II) THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
FOR JURISDICTIONS THAT DO NOT ALLOW US TO LIMIT OUR LIABILITY: NOTWITHSTANDING ANY PROVISION OF THESE TERMS, IF YOUR JURISDICTION HAS PROVISIONS SPECIFIC TO WAIVER OR LIABILITY THAT CONFLICT WITH THE ABOVE THEN OUR LIABILITY IS LIMITED TO THE SMALLEST EXTENT POSSIBLE BY APPLICABLE LAW. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (II) FRAUDULENT MISREPRESENTATION; OR (III) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR 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.” YOU HEREBY EXPRESSLY WAIVE THE APPLICABILITY OF THIS SECTION OF THE CALIFORNIA CIVIL CODE AND ANY RIGHTS THAT YOU MAY HAVE THEREUDER YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE ABOVE RELEASE.
15. Arbitration Notice.
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
You and Polygon agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.
ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
You and Polygon agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Polygon shall be sent to firstname.lastname@example.org. You and Polygon further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in occur in Atlanta, Georgia; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts in Atlanta, Georgia have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of the State of Georgia and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Polygon will not commence against the other a class action, class arbitration or representative action or proceeding.
16. Contact Us.
All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to email@example.com or you may contact us by filling out the form here: https://polygon.io/contact.
17.1 Governing Law; Exclusive Venue.
Except to the extent they are preempted by U.S. federal law, the laws of Georgia, other than its conflict-of-laws principles, govern these Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or its subject matter. To the extent that these Terms allow you or Polygon to initiate litigation in a court, both you and Polygon agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to these Terms or the use of the Services will be litigated exclusively in the federal and state courts located in Atlanta, Georgia. You and Polygon consent to the personal jurisdiction of such courts and waive any objection to venue in any such courts.
17.2 No Conflicts.
These Terms shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void.
These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate, or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate these Terms and our obligations hereunder at any time, in our sole discretion.
These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
17.6 Force Majeure.
We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
17.7 Relationship of the Parties; No Third-Party Beneficiaries.
These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Terms.
17.8 Equitable Relief.
You acknowledge and agree that your breach of these Terms would cause irreparable harm to us, for which money damages alone may not be adequate. In addition to damages and any other remedies to which we may be entitled, you acknowledge and agree that we may seek and shall be entitled to injunctive relief hereunder to prevent the actual, threatened, or continued breach of these Terms.
17.9 Entire Agreement; Order of Precedence.
These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.