Terms of Use
Last updated 20 August 2024
Please read these Terms of Use ("Terms") carefully before interacting with or otherwise using the website at babylonlabs.io including any content, tools, applications, services, or features (the "Website") or the user interface at https://btcstaking.babylonlabs.io including any content, tools, applications, services, or features (the "Interface") or the API described here including any content, tools, applications, services, or features (the "API", and together with the Website, the "Services").
These Terms (and any other terms or policies referenced in these Terms) govern your use of the Services and apply to you and each individual, entity, group, or association (each and collectively, "you", "your") who views, interacts with, links to, or otherwise uses the Services. Any use of the Services serves as your acceptance of these Terms. You agree to comply with all of these Terms.
If you do not meet the eligibility requirements set forth in Section 2, or are otherwise not in compliance with these Terms, you must not interact with, or access, or otherwise use the Services.
Please read the binding arbitration provision and class action waiver in Section 16 below, both of which impact your rights as to how disputes are resolved and limit the manner in which you can seek relief from us. You will be permitted to pursue claims against us or our agents only on an individual basis and not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. Applicable law may permit you to opt out of these arbitration provisions within a brief amount of time after you accept these terms. In either case, the provisions of Section 17, "governing law", will apply.
We may change, add, remove, or modify these Terms including any provisions in these Terms, at any time in our sole discretion. If we do, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. It is your responsibility to check these Terms periodically for changes, and we encourage you to do so regularly. Your continued use of the Services following the posting of changes indicates your agreement to and acceptance of the changes. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
"Babylon Labs", "we", "our", or "us" means Babylon Labs Ltd.
1. THE INTERFACE AND THE PROTOCOLS
The Interface is a free web application that connects users to one or more publicly available protocols and networks (the ”Protocols”), much like you use a web browser as an interface to connect to the internet. You don’t need the Interface to interact with the Protocols, but it helps. Anyone with internet access and technical sophistication can interact directly with the Protocols without using the Interface. The Interface also displays publicly available third-party information available from other sources, such as blockchain transaction history.
Know Your Protocols. By interacting with the Protocols, you can access their functionalities, for example, to self-authorize a staking transaction handled by the Protocols. The Interface and API are provided by us as supported by a community of contributors (collectively,"Provider"). You should research and understand the Protocols before using them. You can review their software source codes that are freely licensed to the public and available at GitHub. We do not operate or control the Protocols, or their validators or finality providers, although we may contribute to the code base used by those who do.
Bring Your Own Wallet. The Interface does not have its own crypto wallet. You will need to use a third-party wallet provider. The Interface is a non-custodial application, and we do not ever have custody, possession, or control of your Bitcoin, cryptocurrency, or blockchain tokens ("Digital Assets"). You are solely responsible for your custody of your Digital Assets and the cryptographic private keys to the Digital Asset wallets you hold. You should never share your private keys, wallet credentials, or seed phrase with anyone. Compatibility of the Interface with wallet applications, devices, or other third-party applications is not an endorsement or recommendation of such applications or devices, or a warranty, guarantee, promise, or assurance regarding their fitness or security. We are not and will not be responsible or liable for any claims, damages, losses or liabilities whatsoever resulting from the compromise of your wallet or your Digital Assets, which arise directly or indirectly from your failure to comply with these Terms.
Your BTC is at Stake. You may use the Interface to send instructions to the Bitcoin protocol to stake your bitcoin. Full native Bitcoin staking may not be enabled when you stake your Bitcoin. However, full Bitcoin staking may be enabled without any notice to you. Once enabled, a portion or the entirety of your staked Bitcoin may be forfeited (what is commonly described as slashing) depending on the Protocol, the finality provider, and the proof-of-stake network for which you staked your Bitcoin.
Network Fees. We do not collect any compensation from you for use of the Services in accordance with these Terms. However, you will need to pay network fees to have transaction messages delivered through the Protocol and results recorded on the appropriate blockchain. Examples include staking, unbonding, and withdrawal transactions. The Interface may provide estimates of network fees. However, the actual network fee may be different and may be a higher amount. Provider does not receive such fees and has no ability to reverse or refund any amounts paid in error. If you lock your bitcoin in a staking transaction without the necessary amount of bitcoin to pay for the unbonding and withdrawal transactions, your bitcoin will be forever locked. Provider will have no liability for any difference between the amount of the estimate and the actual network fee, or for you locking your bitcoin with insufficient bitcoin to pay for the unbonding and withdrawal.
Your Keys, Your Coins. The Provider and the Interface are not agents or intermediaries. Neither the Interface nor Provider stores, has access to or control over any of your Digital Assets, private keys, passwords, accounts or other property of yours. Neither the Interface nor Provider is capable of performing transactions or sending transaction messages on your behalf. Neither the Interface nor Provider holds or has the ability to purchase, sell or trade any Digital Assets. All transactions relating to the Protocol are executed and recorded solely through your interactions with the respective blockchains. The interactions are not under the control of or affiliated with Provider or the Interface.
You may give staking, unbonding and withdrawal instructions to the Protocols, but we cannot initiate those, nor can we prevent slashing. All draft transaction messages are sent to a third-party wallet application or device you designate by pressing the ‘Connect Wallet’ (or similar) button on the Interface. You must personally review and authorize all transaction messages you wish to send by signing the relevant transaction message with a private cryptographic key that is inaccessible to the Interface or Provider.
No Bitcoin-Native Assets (Besides Bitcoin). Do not connect or use a Bitcoin wallet holding BRC-20, ARC-20, Runes, or other NFTs or Bitcoin-native assets (other than bitcoin) with the Interface. They are still in their infancy and in an experimental phase. Software built for the detection of such tokens to avoid their misspending may not work, and you may lose all your fungible tokens.
2. ELIGIBILITY
You are not eligible to access or use any Service, and you represent and warrant that you will not access or use any of the Services:
unless you are at least 18 years old and have the legal capacity to consent and agree to be bound by these Terms;
unless you have the technical knowledge necessary or advisable to understand and evaluate the risks of using the Interface and the Protocols;
if you are a resident or agent of, or an entity organized, incorporated or doing business in, any country to which the United States, the United Kingdom, the European Union or any of its member states or the United Nations (collectively, the "Major Jurisdictions") embargoes goods or imposes sanctions (such embargoed or sanctioned territories, collectively, the "Restricted Territories");
if you are, or if you directly or indirectly own or control, or have received any assets from any blockchain address or from any person that is listed on any sanctions list or equivalent maintained by any of the Major Jurisdictions (collectively, "Sanctions Lists Persons");
to transact in or with any Restricted Territories or Sanctions List Persons;
to engage in any act, practice, or course of business that operates to circumvent any sanctions or export controls targeting you or the country or territory where you are located;
if you are a U.S. Person as defined in 17 CFR § 230.902, or currently or ordinarily located or resident in (or incorporated or organized in) the United States of America, Canada, or Australia (collectively, "Excluded Jurisdictions"), or to transact in or with Excluded Jurisdictions;
by utilizing a virtual private network (e.g., a VPN), or by otherwise preventing us from correctly identifying the IP address of your computer;
by employing any device, scheme or artifice to defraud, or otherwise materially mislead, any person;
in connection with any cyberattack including any ’sybil attack‘, ’DoS attack‘, ’griefing attack‘, virus deployment, or theft;
to commit any violation of applicable laws, rules or regulations in your relevant jurisdiction; or
for any activity that involves data mining, robots, scraping or similar data gathering or extraction methods of content or information from any of our Services;
to solicit personally identifiable information from anyone under the age of 18;
to post any information that is harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory;
to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions, in each case, if such transactions do not comply with all laws, rules and regulations applicable to the parties and assets engaged therein;
to engage in any activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights; or
to engage in any activity that transmits, exchanges, or is otherwise supported by the direct or indirect proceeds of criminal or fraudulent activity.
We may modify the list of Restricted Territories and Excluded Jurisdictions at any time. We reserve the right, in our sole discretion, to determine the eligibility of users for the Protocols and the Services. We reserve the right to cease your access or use of the Services at any time, change any indication or rating by us of your participation, at any time without notice, in our sole discretion and for no reason or any reason whatsoever, including for breach of these Terms.
Further, you are not eligible to use and may not use the Interface or API for, and our license under Section 6 to the Interface or API does not extend to, any Competing Use. "Competing Use" means any access or use in or for any product, software, protocol, network, application, or service that is made available to any party and that (i) substitutes for the use of the Babylon Protocol, (ii) offers the same or substantially similar functionality as the Babylon Protocol or (iii) is built on or uses a protocol with substantially similar functionality as the Babylon Protocol or otherwise facilitates the staking of Bitcoin other than by utilizing the Babylon Protocol. "Babylon Protocol" means the Bitcoin staking protocol as further described in the documentation here, as updated from time to time.
3. CONTENT; PERMITTED USE
Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Content, contained in the Services is owned, controlled or licensed by or to us and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights. Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.
Our trade names and logos are trademarks or registered trademarks of ours. All other names and logos on the Services are trademarks or registered trademarks of their respective owners, where applicable. References to any third party-owned trademarks on or in the Services are for informational purposes only and is not intended to indicate or imply any affiliation, association, sponsorship or endorsement by any owners of such third party-owned trademarks.
You agree to each of the following:
The Content is only being provided as an aid to your own independent research and evaluation and you should not take, or refrain from taking, any action based on any Content.
The ability of the Interface or Website to interact with third-party wallet applications or devices, or to validator nodes, finality providers, or proof of stake networks or protocols is not an endorsement or recommendation by or on behalf of Provider, and you assume all responsibility for selecting and evaluating, and incurring the risks of any bugs, defects, malfunctions or interruptions of any such applications, devices, operators, protocols, or networks.
You will not hold Provider or any of its or their affiliates, officers, directors, shareholders, members, representatives or agents (collectively, "Provider Parties") liable for any damages that you may suffer in connection with your use of the Services or the Protocol.
The Content available on the Services is not professional, legal, business, investment, or any other advice related to any financial product, and is not an offer or recommendation or solicitation to buy or sell any particular Digital Asset or to use any particular investment strategy.
Before you make any financial, legal, or other decision, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
These Terms are not intended to, and do not, create or impose any fiduciary duties on any Provider Parties. The only duties and obligations that we owe you are those set out expressly in these Terms.
To the fullest extent permitted by law, Provider Parties owe no fiduciary duties to you or any other party. To the extent any such duties may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.
4. CERTAIN RISKS
You acknowledge, agree to, and assume the following risks and matters:
Provider may discontinue all or any part of the Services at any time, with or without notice.
Provider has no obligation to ensure that the Services provide a complete and accurate source of all information relating to the Protocols or other blockchain information.
You may want or need to rely on block explorers, validator nodes, finality providers, or other third-party resources.
The Interface and Protocols require that a certain amount of staked Bitcoin be locked for a certain period of time, and withdrawal of staked Bitcoin may be similarly delayed. We do not guarantee the security or functionality of any Protocols, or any third-party software or technology intended to be compatible with staked Bitcoin. You will not be able to unbond or withdraw Bitcoin from staking except as permitted by the Protocols, and we do not guarantee otherwise.
In providing information about tokens, the Interface associates or presumes the association of a token name, symbol, or logo with one or more blockchain systems. In making such associations, the Interface relies upon third-party resources which may not be accurate or may not conform to a given user’s expectations. Multiple smart contracts and blockchain systems can utilize the same token name or token symbol as one another, meaning that the name or symbol of a token does not guarantee that it is the token generally associated with such name or symbol. You must not rely on the name, symbol, or branding of a token on the Interface, but instead must examine the specific blockchain system and smart contract associated with the name, symbol, or branding and confirm that the token meets your expectations.
Neither Provider nor the Interface is registered or qualified with or licensed by, reports to, or is under the active supervision of any government agency or financial regulatory authority or organization. No government or regulator has approved or has been consulted by Provider regarding the accuracy or completeness of any information available on the Services. Similarly, the technology, systems, blockchains, tokens, and persons relevant to information published on the Interface may not be registered with or under the supervision of or be registered or qualified with or licensed by any government agency or financial regulatory authority or organization. Neither Provider nor any individual Interface contributor is registered as a broker, dealer, advisor, transfer agent or other intermediary.
5. NO WARRANTY, NO REPRESENTATIONS
The Services are provided on an "AS IS" and "AS AVAILABLE" basis. Your access and use of the Services are at your own risk. There is no representation or warranty that access to the Services will be continuous, uninterrupted, timely, or secure; that the information contained in the Services will be accurate, reliable, complete, or current, or that the Services will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement made in connection with the Services should be treated as creating any warranty concerning the Services. There is no endorsement, guarantee, or assumption of responsibility for any advertisements, offers, or statements made by third parties concerning the Services.
Further, there is no representations or warranty from anyone as to the quality, origin, or ownership of any Content found on or available through the Services, and the Provider Parties will have no liability for any errors, misrepresentations, or omissions in, of, or about, the Content, nor for the availability of the Content, and they will not be liable for any losses, injuries, or damages from the use, inability to use, or the display of the Content.
6. LICENSE
Subject to the terms and conditions of these Terms and your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, personal, revocable license, limited as set forth in these Terms, to use the Interface, API and Website. This is not a license to copy, distribute, transmit digitally, publicly perform, publicly display, or make derivative works of the underlying software.
7. PRIVACY POLICY
Please refer to our Privacy Policy for information on how we collect, use and disclose information from users of the Services.
8. THIRD-PARTY OFFERINGS AND CONTENT
References, links, or referrals to or connections with or reliance on third-party resources, products, services, or content, including smart contracts developed or operated by third parties, may be provided to users in connection with the Services. In addition, third parties may offer promotions related to the Interface. Provider does not endorse or assume any responsibility for any activities, resources, products, services, content, or promotions owned, controlled, operated, or sponsored by third parties. If users access any such resources, products, services, or content or participate in any such promotions, users do so solely at their own risk. You hereby expressly waive and release Provider Parties from all liability arising from your use of any such resources, products, services, or content or participation in any such promotions.
You further acknowledge and agree that Provider Parties will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such resources, products, services, content, or promotions from third parties.
We operate social media pages on third party networks and have social media icons on our Services. Social media providers are unaffiliated with us, and we are not responsible for the content or privacy practices of social media providers. Social media providers have their own terms of use and privacy policies, and we encourage you to review those policies whenever you visit their websites or interact with their platforms.
Fork Handling
The Protocol, and all tokens may be subject to "Forks" that occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backward-compatible or backward-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some Forks may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original.
Provider cannot anticipate, control or influence the occurrence or outcome of Forks, and do not assume any risk, liability or obligation in connection therewith. Provider does not assume any responsibility to notify you of pending, threatened or completed Forks. Provider will respond (or refrain from responding) to any Forks in such manner as Provider determines in its sole and absolute discretion. Provider will not have any duty or obligation, or liability to any user if such response (or lack of such response) acts to your detriment. You assume full responsibility to independently remain apprised of and informed about possible Forks, and to manage your own interests and risks in connection therewith.
9. TAX ISSUES
The tax consequences of purchasing, selling, holding, transferring, or locking Digital Assets or otherwise utilizing the Services are uncertain and may vary by jurisdiction. Provider has undertaken no due diligence or investigation into such tax consequences, and you assume all obligation and liability for the tax consequences applicable to you.
10. LIMITATION OF LIABILITY
Except to the extent otherwise required by applicable law, under no circumstances will any of the Provider Parties be responsible or liable under any theory of liability, whether based in tort, contract, negligence, strict liability, warranty, or otherwise, for any damages of any kind arising from or relating to these Terms or the Services, including but not limited to direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation, loss of profits. The foregoing limitations apply even if any of the events or circumstances giving rise to such damages were foreseeable and even if the Provider Parties were advised of or should have known of the possibility of such losses or damages and notwithstanding any failure of essential purpose of any limited remedy.
Except to the extent otherwise required by applicable law, if, notwithstanding the other provisions of these Terms, any of the Provider Parties is found to be liable to you for any damages or losses which arise from or relate to these Terms or the Services, the total aggregate liability of the Provider Parties for any and all such claims, regardless of the form of action, is limited to one hundred US dollars (US$100.00).
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion of certain warranties, or the limitation or exclusion of certain liabilities or damages. Accordingly, some disclaimers and limitations set forth in these Terms may not apply in full to you. However, the disclaimers and limitations of liability set forth in these terms will apply to the fullest extent permitted by applicable law.
11. INDEMNIFICATION
You will defend, indemnify, compensate, reimburse and hold harmless the Provider Parties from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) Your access, interaction with, or other use, or use by anyone else you enable or permit, of or conduct in connection with the Services; (b) your violation of these Terms or any other applicable policy or contract of Provider; or (c) your violation of any rights of any other person or entity; each, a "Claim". We may, in our sole discretion, require you to defend one or more Provider Parties in any Claim.
12. POINTS AND INCENTIVES
You may be attributed by us or third parties certain reputation indicators, loyalty points, or other intangible rewards related to your activities including staking (collectively, "Points"). Points are not blockchain tokens. Points are not, and may never convert to, accrue to, be used as basis to calculate, or become any other tokens or other Digital Asset or distribution thereof. Points are virtual items with no monetary value. Points do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of value. Points are not transferable, and you may not attempt to sell, trade, or transfer any Points, or obtain any manner of credit using any Points. Any attempt to sell, trade, or transfer any Points will be null and void.
We reserve the right to change, modify, discontinue or cancel any Points programs (including the frequency, criteria and calculation for earning such Points), at any time and without notice to you.
You agree not to engage in any manipulative, fraudulent, dishonest, or abusive activities in connection with Points. This includes, but is not limited to, creating multiple accounts to claim additional Points, using bots or scripts to automate claiming, or participating in any schemes that artificially inflate the perceived value of Points. We or our affiliates may terminate any or all of your Points due to such activities, or for breaching any license granted by us, and may disclose privately and publicly why such action was taken. Points may not be available in your jurisdiction.
13. PROMOTIONS
Besides our Points program, we may run various promotions, incentives, or giveaways (each, a "Promotion") communicated through official Babylon Labs communication mediums, including blog posts, email, social media, and the Discord server. Applicable details, including any qualification periods, entry procedures or requirements, award or selection criteria (to be determined at our sole discretion), and notification procedures will be referenced there. Promotions are void where prohibited and open only to individuals who can lawfully participate in such Promotions in that individual's particular jurisdiction.
14. COPYRIGHT POLICY
If you are a copyright owner and believe that any Content on the Website infringes upon your copyrights, you may submit a notification to us via email at [email protected] with the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.
A description of the material that you claim is infringing and where it is located on the Services.
Your address, telephone number, and email address.
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
15. USER SUBMISSIONS, FEEDBACK AND INFORMATION
You acknowledge and agree that any submission, feedback, comments or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) (collectively, "Feedback") is non-confidential and non-proprietary, that we may treat as public information, and may be shared with others on other sites and platforms. You hereby grant us an unrestricted, irrevocable, universe-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Feedback in any manner, with the right to sublicense.
16. DISPUTE RESOLUTION; ARBITRATION AGREEMENT
Please read the arbitration provisions in this Section 16 of the Terms carefully (the "Arbitration Agreement"). It requires you to arbitrate disputes with Babylon Labs, its affiliates, successors, and assigns, and all of their respective officers, directors, employees, agents, and representatives (collectively, the "Babylon Parties") and limits the manner in which you can seek relief from the Babylon Parties.
A. Informal Dispute Resolution:
There might be instances when a dispute arises between you and the Babylon Parties with respect to the Services or these Terms ("Dispute"). If that occurs, we are committed to working with you to reach a reasonable resolution in good faith. Most Disputes can be resolved quickly and to your satisfaction by emailing user support at [email protected] ("Our Address"). However, if such efforts prove unsuccessful, you may send a written Notice of Dispute by email to Our Address ("Notice"). The Notice must describe the nature and basis of the Dispute and set forth the specific relief sought.
If Babylon Labs and you do not resolve the Dispute set out in the notice within sixty (60) calendar days from the date of receipt, you or Babylon Labs may commence an arbitration proceeding. Both you and Babylon Labs agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
B. Applicability of Arbitration Agreement:
All unresolved disputes, claims, or controversies arising out of or relating to any of the Services, these Terms, or any other acts or omissions for which you may claim that that we are liable, including, but not limited to, any dispute, claim, or controversy as to arbitrability, will be finally and exclusively settled by arbitration administered by the London Court of International Arbitration ("LCIA") under the LCIA Arbitration Rules in force at the time of the filing for arbitration of such dispute,
This Arbitration Agreement will survive termination of these Terms, the Services, or any connection you may have to the information you obtained from the Interface.
C. Additional Terms of the Arbitration
The following terms apply to any Arbitration proceedings commenced under this Agreement:
The arbitration will be held before a single neutral arbitrator, unless either party requests three arbitrators, in which case it will be held before three neutral arbitrators.
The arbitration will be conducted in the English language.
The arbitration will be held in the Cayman Islands and the Cayman Islands will be deemed the 'seat of arbitration'.
All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.
Any judgment or award made or rendered by the arbitrator(s) may be entered in any court of competent jurisdiction as necessary.
The parties will keep the arbitration proceedings confidential and not disclose any information regarding the arbitration to any third party except as follows. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the "Confidential Information") will not be disclosed to any non-party except the tribunal, the ICC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration, or as necessary to enforce or challenge and award in bona fide legal proceedings, or as required by law. This confidentiality provision will survive termination of these Terms and of any arbitration brought pursuant to these Terms.
D. Other Terms
If applicable law allows the enforcement of this Arbitration Agreement only if you have an opportunity to opt out of these arbitration provisions within a certain amount of time after you accept these Terms, then you have 30 days from your first use of any of the Services in which to opt out of such arbitration terms by sending an email to Our Address. This email should notify us that you wish to opt out and provide us with your full name, entity name if you have one, and jurisdiction.
We reserve the right to modify or update this Arbitration Agreement at any time. Any such changes will take effect immediately upon us posting the revised Agreement to the Website. If you do not agree with the changes, you may opt out within 30 days of the change by sending written notice to Our Address. otherwise, your continued use of the services will constitute your acceptance of the updated Arbitration Agreement.
To the extent you reject any future changes, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes).
E. Class Action Waiver; Jury Trial Waiver
You agree to bring all disputes or claims connected to the Services in your individual capacity and not as a plaintiff in or member of any class action, collective action, private attorney general action, or other representative proceeding. Further, if any Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.
Further, if for any reason a claim by law or equity must proceed in court rather than in arbitration: (a) you and we irrevocably waive the right to demand a trial by jury, and (b) you and we agree to submit to the exclusive jurisdiction of the courts of the Cayman Islands and any courts competent to hear appeals from those courts.
F. Exclusions
Notwithstanding the foregoing agreement to arbitrate, you or we may bring any disputes, claims, suits, actions, causes of action, demands or proceedings in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, in any court of competent jurisdiction.
17. GOVERNING LAW
These Terms and any action related thereto will be governed by the laws of the Cayman Islands, without regard to the principles of conflict of laws. Except as expressly set forth in Section 16, "Dispute Resolution; Arbitration Agreement" the exclusive jurisdiction for all Disputes will be the courts located in the Cayman Islands, and you waive any objection to jurisdiction and venue in such courts.
18. MISCELLANEOUS
The word "or" as used in this Agreement has an inclusive meaning, equivalent to "and/or". The terms ‘include’ and ‘including’ will be deemed to be immediately followed by the phrase "without limitation". The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. The word "will" as used in this Agreement has its common meaning, as well as the meaning ascribed to the word "shall": expressing a current obligation or status, or obligation or status that will arise in the future. All provisions of these Terms are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. Our failure to insist on or enforce strict performance of these Terms shall not be deemed a waiver by us of any provision or any right we have to enforce these Terms. Any such waiver must be in writing in order to be effective. The parties declare that they have required that these Terms and all documents related hereto, either present or future, be drawn up in the English language only: Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.
These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties. No joint venture, partnership, employment, or agency relationship exists between you and Provider as a result of these Terms or your use of the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply and is expressly excluded.
If you are entering into these Terms on behalf of a company or other legal entity, group, or association, you represent that you have the authority to bind such entity to these Terms, in which case the Terms "you" or "your" refers to you and such entity, group, or association. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and you may not use the Services.
These Terms and the Privacy Policy constitute the entire agreement with respect to the subject matter of these Terms and the Privacy Policy, including the Services. These Terms, including the Privacy Policy, supersede all prior terms, written or oral understandings, communications, and other agreements relating to the subject matter of these Terms and the Privacy Policy; provided, however, that if any provision of these Terms conflicts with any provision of any other contract you have entered into directly with us, the provision that is more protective of and beneficial to us will govern.
Babylon™ and the logo are the trademarks of Babylon Labs Ltd. Website and Interface © 2024 Babylon Labs Ltd. and its licensors.
