Last Revised 5/27/2020
These Terms govern your use of and access to the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, you are not permitted to, and must immediately cease to, access or use the Services. By using or accessing the Services, you are agreeing to these Terms.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of such entity with the authority to bind such entity to these Terms, and (b) you agree to these Terms on such entity’s behalf.
WHO MAY USE THE SERVICES
You must be 18 years of age or older and reside in the United States to access and use the Services. Children under the age of 13 are not permitted to use the Services and are not permitted to create an Account (defined below) or have an Account created on their behalf by a parent or guardian. By accessing or using the Services, you represent and warrant that you meet these requirements, or if you are accepting these Terms on behalf a minor in accordance with the preceding sentence, you represent and warrant that you will be responsible for the minor’s compliance with these Terms.
To use certain of the Services, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account as may be requested or required from time to time, including your name and email address, and with respect to an account of an entity, additional information that may be necessary to confirm, or permit us to confirm, that you represent such entity and shall have administrative access to such entity’s Account. You can access, edit and update your Account by logging onto the Services. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at firstname.lastname@example.org if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
RIGHTS WE GRANT YOU
License Grant. Subject to your compliance with these Terms, Ethena hereby grants to you, a worldwide, revocable, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the software provided to you as part of the Services, including to download, install and operate copies of the App on electronic devices owned by you only for personal, non-commercial purposes (the “Personal License”). The Personal License is granted to you for the sole purpose of enabling you to use and enjoy the Services in accordance with these Terms. As set forth below, the Personal License does not provide you with title to or ownership of the Services (or any component thereof), but only a limited license to use the Services in accordance with these Terms and subject to the use restrictions described herein.
Restrictions On Your Use of the Services. You may not do any of the following, unless laws prohibit these restrictions or you have our written permission to do so:
copy, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services; duplicate, transmit,
post, link, deep link, frame, redistribute, sell, decompile, reverse engineer, modify, translate, disassemble, decode or create derivative works from, the Services (including any underlying idea or algorithm), or attempt to do any of the same, other than installing duplicate versions of the App in accordance with these terms;
use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through the Services;
use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
exploit the Services for any commercial purpose, including without limitation (i) communicating or facilitating any commercial advertisement or solicitation, (ii) directly or indirectly developing or aiding the development of any product, software, service or feature that offers any functionality substantially similar to, competitive with, or a derivation of, the Services, or (iii) distributing, renting, leasing, lending, selling, licensing, assigning, exporting, importing, conveying or otherwise granting rights to third parties with regard to the Services;
use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s use of the Services or use any device, software or routine that causes the same;
attempt to gain unauthorized access to, interfere with, damage or disrupt the Services or the computer systems or networks connected to the Services;
circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services, including any digital rights management controls or other technical measures that are designed to control access to the Services, prevent unauthorized copying of the Services, or otherwise preventing access to the Services that exceeds the limited rights and licenses granted under these Terms;
use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
use the Services for illegal, harassing, unethical, or disruptive purposes;
violate any applicable law or regulation in connection with your use of the Services; or
use the Services in any way not expressly permitted by these Terms.
OWNERSHIP AND CONTENT
Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Ethena and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works. For the avoidance of doubt, the following constitutes intellectual property in and the Services that are owned by Ethena and/or its licensors: all the software, algorithms, formats, templates, methodologies, rules, characters, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Services.
Ownership of Trademarks. Ethena’s name, “Ethena,” “GoEthena,” Ethena’s logo and all related names, logos, product and service names, designs and slogans are registered or unregistered trademarks or service marks of Ethena or its affiliates or licensors (the “Trademarks”). You may not use the Trademarks in any manner, including any use that is likely to cause confusion or that disparages or discretise us, without our consent. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. Any use of the Trademarks, or any other displayed on the Service, will inure solely to the benefit of their respective owners.
Ownership of Feedback. You may be able to leave feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Ethena and Ethena may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Ethena any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
THIRD PARTY SERVICES AND MATERIALS
Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the
Services, you acknowledge and agree that Ethena is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. If you have any complaints in connection with any Third Party Materials or third-party website, please contact such third party directly, or contact your state Attorney General or the Federal Trade Commission at www.ftc.gov.
Your access to and use of the Services is at your own risk. You understand and agree that the Services is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Ethena, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Ethena Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ETHENA ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR:
THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; AND (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE ETHENA ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATIONS OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE ETHENA ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL ORPUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE ETHENA ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF ETHENA SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the bottom of each page of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of the Services. However, it is your sole responsibility to review the Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
Jurisdiction; Choice of Law. These Terms and your use of the Services shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions. Any disputes under these Terms shall be adjudicated in the state or federal courts in the Commonwealth of Massachusetts, and you consent to the exclusive jurisdiction of said courts.
Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Ethena for which monetary damages would not be an adequate remedy and Ethena shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
Severability. If any provision of these Terms, in full or in part, shall be unlawful, void or for any reason unenforceable, then that provision, in full or in part, shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Miscellaneous. These Terms may be assigned by Ethena but may not be assigned by you without the prior express written consent of Ethena. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services is operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.
HOW TO CONTACT US.
You may contact us regarding the Services or these Terms at: Ethena, Inc., 234 5th Avenue, New York, NY 10001, or by e-mail at email@example.com.