The website located at https://www.sorcel.co (“Website”) is a copyrighted work belonging to Sorcel Inc. (“Sorcel,” “Company,” “us,” “our,” and “we”). By signing up or otherwise accessing any Sorcel websites or services, including all associated features and functionalities, websites, platforms, mobile applications (“App”), and user interfaces, as well as all content and software applications associated with our services (collectively, the "Site"), you (“User”) are entering into a binding contract with Sorcel.
All such additional terms, guidelines, and rules, are incorporated by reference into these terms of use (these “Terms”).
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE OR SUBSITES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 18.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Description of the Services
This company is a platform enabling businesses to customize offers and e-commerce experiences to unique demographics.
We reserve the right to modify, suspend or discontinue, temporarily or permanently, all or any part of our Site with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of all or any part of our Site.
Customer and company acknowledge and agree that the Services are dependent on the e-commerce storefront services offered to Customer by Shopify Inc. (“Shopify”) and the API offered to Company by Shopify (collectively, the “Shopify Services”). Company is not responsible or liable for the Shopify Services, and it is not a breach of this Agreement if company is not able to perform the Services due to unavailability of or errors in the Shopify Services.
NFTs sales are respectively minted and recorded on the appropriate blockchain protocol and network (the “Network”) that is outside the control of Sorcel and subject to many risks and uncertainties. The Network may operate on the Ethereum blockchain network (the “Ethereum Network”) and as such could be heavily reliant on the functioning of the Ethereum Network.
Sales could be recorded on the Ethereum Network that is outside the control of Sorcel. Sorcel is not responsible or liable for the functioning of the Ethereum Network or the Network, nor for the acts or omissions of any contributor to the Ethereum Network or Network that may affect the NFTs or sales. It shall not be a breach of this Agreement if Sorcel is unable to perform the Services due to any error or failure on part of the Network or the Ethereum Network..
Upgrades to the Ethereum Network, a hard fork in the Ethereum Network, or a change in how transactions are confirmed on the Ethereum Network may have unintended, adverse effects on all blockchains using the Ethereum Network’s NFT standard, including Sorcel’s Services and the Network..
Sorcel does not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. Customer understands that Sorcel will not be responsible for any communication failures, disruptions, errors, distortions or delays Customers may experience when using NFTs, however caused..
SORCEL DISCLAIMS ALL LIABILITY OF ANY KIND RELATING TO THE ACTS OR OMISSIONS OF THIRD PARTIES THAT ARE OUTSIDE THE CONTROL OF SORCEL, INCLUDING THOSE RELATED TO THE SHOPIFY SERVICES, THE NETWORK, AND THE ETHEREUM NETWORK. THE SITE IS AN ADMINISTRATIVE PLATFORM ONLY. WE ARE NOT A WALLET, BROKER, DEALER, FINANCIAL INSTITUTION, EXCHANGE, CUSTODIAN, ROBO-ADVISOR, INTERMEDIARY, OR CREDITOR. THE SITE DOES NOT FACILITATE TRANSACTIONS BETWEEN BUYERS AND SELLERS, INCLUDING WITH RESPECT TO ANY TRANSACTIONS THAT OCCUR DURING A SWAP, OR WHICH TRANSACTIONS OCCUR ON THIRD-PARTY, UNAFFILIATED PLATFORMS. THE COMPANY IS NOT A COUNTERPARTY TO ANY TRANSACTION ON THE SITE OR FOR ANY USER OF THE SITE. NEITHER THE SITE NOR THE COMPANY PROVIDES FINANCIAL ADVISORY, LEGAL, REGULATORY, OR TAX SERVICES DIRECTLY, INDIRECTLY, IMPLICITLY, OR IN ANY OTHER MANNER, AND YOU SHOULD NOT CONSIDER ANY CONTENT CONTAINED IN THIS AGREEMENT OR OTHERWISE POSTED ON THE SITE TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL, LEGAL, REGULATORY, TAX OR OTHER ADVICE. THE COMPANY DOES NOT SUPPORT OR ENDORSE ANY WALLET, AND EACH WALLET IS AN INDEPENDENT AGENT WITH NO EMPLOYMENT RELATIONSHIP WITH THE COMPANY. THE COMPANY DOES NOT SUPPORT OR ENDORSE ANY MERCHANT, AND EACH MERCHANT IS AN INDEPENDENT AGENT WITH NO EMPLOYMENT RELATIONSHIP WITH THE COMPANY.
2. Installation of Software
The User shall install all computer software, hardware, and security-related equipment required to access the services offered under the Agreement. The User shall bear all costs and risks associated with the installation. User to use software and services within the scope of the services, and such software, hardware and documents shall not be transferred, borrowed, or in any other way given to a third party. The User is liable for any damages ensuing from the improper use or behavior infringing the intellectual property right or other rights of Sorcel or third parties. If the User needs to install other software or hardware in order to run the software/hardware provided by Sorcel due to computer operational requirements, the User shall follow the installation guidelines provided by Sorcel and bear the costs and possible risks involved.
3. Data Use
You agree that Sorcel may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, applicable customer information (in the case of a merchant), wallet, and wallet contents that is gathered to facilitate the provision of software updates, product support, and other services to you related to the App. Sorcel may use this information, as long as it is in a form that does not personally identify you, to improve its products, its partners’ products, or to provide services or technologies to you. Furthermore, installing and using the App involves the collection, use, storage and other forms of processing of information, as explained in the Sorcel Privacy Policy. For further information about the processing of information via the App, please refer to the Sorcel Privacy Policy available here.
4. No Investment Advice or Fiduciary Duties
Sorcel is not engaged in the business of the offer, sale or trading of securities and does not provide legal, tax, or investment advice. All information provided in connection with your access and use of the Site is for informational purposes only and should not be construed as professional or investment advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Site, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
5. Risks
By accessing or using the Site in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Cryptoassets, including the usage and intricacies of native Cryptoassets, like ether (ETH); smart contract-based tokens, such as those that follow the Ethereum Token Standard; and systems that interact with blockchain-based networks. Sorcel does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it.
By accessing or using the Site, you acknowledge and agree (a) that Sorcel is not responsible for the operation of the software and networks underlying the Site, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Site.
Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Fund Tokens in your Fund Wallet or other blockchain-based network. Neither Sorcel nor any other person or entity will be able to retrieve or protect your Fund Tokens. If your private key(s) are lost, then you will not be able to transfer your Fund Tokens to any other blockchain address or wallet or sell the Fund Tokens back to Sorcel. If this occurs, then you will not be able to realize any value or utility from the Fund Tokens that you may hold.
You agree that Sorcel may have permission to create a wallet or connect your existing wallet and its contents. Sorcel may use the contents of aforementioned wallets to improve their product or partners’ products or to airdrop tokens into said wallet as necessary. User is responsible for securing these permissions and Sorcel is not liable for any fraudulent permissions granted by user.
The Site could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Sorcel to continue to make available any portion(s) of the Site which rely on any Sorcel proprietary software and, thus, could impede or limit your ability to access or use the Site.
You understand that the Ethereum blockchain remains under development, which creates technological and security risks when using the Site in addition to uncertainty relating to Cryptoassets and transactions therein. You acknowledge that the cost of transacting on the Ethereum blockchain is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain, which may result in price fluctuations or increased costs when using the Site.
You acknowledge that the Site is subject to flaws and that you are solely responsible for evaluating any code provided by the Site. This warning and others Sorcel provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of using or accessing the Site.
Although we intend to provide accurate and timely information on the Site, the Site and other information available when using the Site may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
Any use or interaction with the Site requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Cryptoasset on the Site does not indicate our approval or disapproval of the technology on which the Cryptoasset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Cryptoasset.
We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
You understand that our Site remains under development, which creates technological, logistical, and other risks when using or accessing the Site. These risks include https://www.sorcel.co being offline; or an incorrect display of information on the Site in the case of server errors. You acknowledge that these risks may have a material impact on your transactions using the Site, which may result in, among other things, failing to fulfill transactions at your desired price or at all.
You understand that as a part of the Services, Sorcel may obtain access to content or data provided by or on behalf of Customer (“Content”), including information about or related to Customer, and/or NFT owners, such as personally identifiable and/or business information. The Content includes the NFTs themselves, along with any underlying material or data associated or used to create the NFTs. Customer hereby grants Sorcel an irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to use and exercise all rights in the Content in connection with providing and improving the Services; provided, however, Sorcel will not disclose any Content to a third party in a manner that personally identifies any individual person, except as Customer requested or authorized Sorcel to do through use of the Services. Notwithstanding anything to the contrary, Sorcel may collect, use and disclose any information collected in connection with the Services in an aggregate manner that does not personally identify Customer or any specific NFT owner.
You hereby acknowledge and agree that Sorcel will have no responsibility or liability for, the risks set forth in this Section 8. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Sorcel, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 8.
Cryptoassets currently face an uncertain regulatory landscape in the United States and many foreign jurisdictions. Currently, in the United States, Cryptoassets are not subject to federal regulatory oversight but may be regulated by one or more state regulatory bodies. In addition, many Cryptoasset derivatives are regulated by the CFTC, and the SEC has cautioned that many initial coin offerings are likely to fall within the definition of a security and subject to U.S. securities laws. One or more jurisdictions may, in the future, adopt laws, regulations or directives that affect Cryptoasset networks and their users. Such laws, regulations or directives may impact the price of Cryptoassets and their acceptance by users, merchants and service providers. Sorcel has no control over these regulatory changes and or the impact they may have on users.
6. Value and Transferability
Sorcel perks have no cash value, are issued for promotional purposes only, are nontransferable, cannot be bartered, exchanged or redeemed for cash, do not constitute property of the participant, may not be combined among participants and may not be transferred or assigned to any other person, entity, trust or estate.
Sorcel perks may be subject to tax liability depending on the user's jurisdiction. Any tax liability is the responsibility of the participant. This program is void where prohibited by law.
7. Access to Site
License
Subject to these Terms, Sorcel grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site for your own personal and noncommercial use. This license is not for commercial use.
Certain Restrictions
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services or Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; (d) translate, or otherwise create derivative works of any part of the Services or Site; (e) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (f) frame or mirror any part of the Site without Sorcel’s express prior written consent; (g) create a database by systematically downloading and storing Site content; (h) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, harvest, index, “scrape,” “data mine” or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without Sorcel’s express prior written consent and (i) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
Modification of the Site
Sorcel reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Sorcel will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
No Support or Maintenance
You acknowledge and agree that Sorcel will have no obligation to provide you with any support or maintenance in connection with the Site, unless specifically contracted for under a separate agreement.
Ownership
Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Sorcel. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Sorcel reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
8. User Content
User Content
“User Content” means any and all information and content that a User submits to, or uses with, the Site (e.g., profile picture, Founder’s descriptions of the company). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 10.2). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Sorcel. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Sorcel is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
Acceptable Use Policy
The following terms constitute our “Acceptable Use Policy”:
You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we may conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
Enforcement
We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include deleting your account and/or reporting you to law enforcement authorities.
Feedback
If you provide Sorcel with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Sorcel all rights in such Feedback and agree that Sorcel shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Sorcel will treat any Feedback you provide to Sorcel as non-confidential and non-proprietary. You agree that you will not submit to Sorcel any information or ideas that you consider to be confidential or proprietary.
9. Indemnification
You agree to indemnify and hold Sorcel (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Token, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Sorcel reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Sorcel. Sorcel will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10. Third-Party Links & Ads
You agree to indemnify and hold Sorcel (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Token, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Sorcel reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Sorcel. Sorcel will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Release
You hereby release and forever discharge Sorcel (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, 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.”
11. Accuracy of Information
We attempt to ensure that the information that we provide on this Site is complete, accurate and current. Despite our efforts, the information on this Site may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on this Site.
12. Disclaimers
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS SORCEL (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON SORCEL IN MAKING PURCHASING DECISIONS. SORCEL DOES NOT ENDORSE ANY OTHER THIRD-PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT SORCEL WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER CUSTOMERS, MERCHANTS, OR ENTITIES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
13. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SORCEL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF SORCEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
SORCEL SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE AS A RESULT OF YOUR FAILURE TO KEEP YOUR OWN ACCOUNT SECURE. SORCEL SHALL NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR FINANCIAL INFORMATION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. Term and Termination
Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. You understand that any termination of your rights may involve removal of your User Content associated with your Wallet or personal information from our live databases. Sorcel will not have any liability whatsoever to you for any termination of your rights under these Terms, including for deleting your account. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 3.2 through 6, and Sections 4 through 8 and Sections 10 through 11.
Dispute Resolution
Please read this Arbitration Agreement carefully. It is part of your contract with Sorcel and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement
All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) between Sorcel and any User or Registered User that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Sorcel, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Sorcel should be sent to: 19 rue Jack London 21800 Quetigny FR. After the Notice is received, you and Sorcel may attempt to resolve the claim or dispute informally. If you and Sorcel do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules
Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Sorcel made to you prior to the initiation of arbitration, Sorcel will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration
If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Time Limits
If you or Sorcel pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator
If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Sorcel, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Sorcel.
Waiver of Jury Trial
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Sorcel in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SORCEL WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Confidentiality
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive
Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
Survival of Agreement
This Arbitration Agreement will survive the termination of your relationship with Sorcel.
Small Claims Court
Notwithstanding the foregoing, either you or Sorcel may bring an individual action in small claims court.
Emergency Equitable Relief
Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Courts
In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York County, New York, for such purpose.
Disclosures
Sorcel is located at the address in Section 18.9. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Electronic Communications
The communications between you and Sorcel use electronic means, whether you use the Site or send us emails, or whether Sorcel posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Sorcel in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sorcel provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
Entire Terms
These Terms constitute the entire agreement between you and us regarding the use of the Site. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. You confirm that you are acting on your own behalf and not for the benefit of any other person. Your relationship to Sorcel is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Sorcel’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Sorcel may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
Waiver
A waiver by Sorcel of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Sorcel and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United States (U.S.). You agree that U.S. courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms. If you are located outside of the United States (U.S.), you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the U.S. This Site is not intended to subject Sorcel to non-U.S. jurisdiction or laws, except as otherwise expressly stated in this Agreement. The Site may not be appropriate or available for use in some jurisdictions. Sorcel and its partners do not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. SOME JURISDICTIONS HAVE CONSUMER PROTECTION AND OTHER LEGISLATION WHICH MAY APPLY TO THE SERVICES AND WHICH DO NOT ALLOW CERTAIN PROVISIONS SUCH AS LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN WARRANTIES, AMONG OTHERS. TO THE EXTENT THAT A LIMITATION, EXCLUSION, RESTRICTION OR OTHER PROVISION SET OUT BELOW IS SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SUCH LIMITATION, EXCLUSION, RESTRICTION OR PROVISION MAY NOT APPLY TO YOU.
Copyright/Trademark Information
Copyright © 2022 Sorcel Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Contact Information
Address: 19 rue Jack London 21800 Quetigny FR
Email: adrien@sorcel.co