Terms of Service
Last Updated: December 16, 2021
Please read these Terms of Service (the “Terms”) carefully because they govern your use of the website located at https://www.humanprotocol.org (the “Site”) and decentralized talent platform accessible via the Site and corresponding mobile application (“App”) offered by Metahuman, a foundation company incorporated under the laws of the Cayman Islands (“Metahuman”). To make these Terms easier to read, the Site, our services and App are collectively called the “Services.”
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND METAHUMAN (EACH A "PARTY" AND TOGETHER, THE "PARTIES") THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTIONS 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, (E.G., THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU 524/2013)), THE AGREEMENT TO ARBITRATE IN SECTION 16 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW) WILL APPLY INSTEAD.
1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.
3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Who May Use the Services?
1. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. The Services are not authorized for use in certain other jurisdictions, such as the United States of America. Without limitation, you must be at least 18 years of age to use the Services and, where required by us, successfully undergo KYC with our third party provider. You may not attempt to access or use the Services if you are not permitted to do so.
(a) Account Creation. To register an account, you must first successfully complete the sign up and questionnaire process. You may be required to undertake a proof of unique verification process.
(b) HMT Rewards. You may receive HMT tokens or any other crypto currency reward in connection with your use of the Services. The amount received (if any) may be deferred, amended or voided at any time.
(c) Referral Program. All HMT Referral Rewards are subject to our HMT Reward Terms and Conditions.
(d) For certain features of the Services you’ll need an account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account. You are only allowed to create one account and you agree you won’t share your account with anyone.
In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.
5. About the Services.
(a) Our Services also allow service professionals (“Workers”) to find and perform various services requested and/or promoted by third party entities or persons (“Requesters”) via the Metahuman’s technology platform (each a “Job”). Metahuman does not engage Workers to perform any Jobs and is not a party to any transaction between Workers and any Requester. Metahuman does not control or vet content provided by Requesters for accuracy, nor does Metahuman assume any responsibility for the accuracy or reliability of any information provided by Requesters.
(b) Our Relationship. You acknowledge and agree that Metahuman is an online platform provider and not an employment or staffing agency. Metahuman does not direct or control the day-to-day activities of any Worker and is not an employer of any Worker. The quality, nature, type, and any other aspect of the work and services performed by a Worker (including in connection with any Job) shall be the responsibility of the applicable Worker, and Metahuman shall have no responsibility or liability for (i) any services or work performed by any Worker for Requester or any Job, or (ii) any compensation, benefits, employment taxes, unemployment insurance, worker’s compensation, paid leave and disability applicable to any Worker.
(c) Terms for Workers. By creating an account and accepting a Job, a Worker agrees to use best efforts to perform the Job such that the services rendered meet the requirements and specifications of the Requester. By accepting a Job, Worker is entering into an agreement to provide the Services for a Requester in exchange for the payment specified in the Job. Worker may not accept a Job unless certain that: (1) Worker understands what is requested for delivery;
(2) Worker can perform the services identified in the Job; and (3) User can deliver the services in the requested time period. Failure to timely deliver the services consistent with the Requester’s requirements and specifications will constitute a breach, resulting in non-payment and impact Worker’s Reputation Score. Calculation of the Reputation score lies in the discretion of the Oracle chosen, and affects payout based on performance. Unless otherwise specifically agreed upon by Metahuman in writing (and notwithstanding any other provision of this Agreement), all activity relating to the Job will be performed by and only by the Worker or by employees of Worker. Worker agrees that Worker will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Requester in writing hereafter, use or disclose at any time Worker’s own or any third party’s confidential information or intellectual property in connection with the Job or otherwise for or on behalf of Requester.
(d) Terms for Requesters
(i) Job Fee. As the Requester, you are responsible for determining the amounts due and payable to a Worker for your Job (“Job Fee”) and communicating the Job Fee to the Worker.
(ii) Costs and Taxes. You are solely responsible for all costs incurred by you in using the Services and procuring the Jobs and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
(iii) Metahuman Fee. We require payment of a fee for use of certain features of the Services (“Metahuman Fee”). We reserve the right to make any changes in the Metahuman Fee at our sole discretion. Any increase in the Metahuman Fee will be communicated to you at least 14 days before it comes into effect.
(iv) Transaction Details. The Services will allow you to view an itemized display of the fees associated with each Job (including the Metahuman Fee) in your Metahuman Account through a dashboard interface (“Transaction Details”) in the future. You are responsible for monitoring your Transaction Details for accuracy. We may update the information in the Transaction Details at any time based on additional information we receive after the Job is complete.
(v) Tax Records and Reporting. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services
(e) Reputation Scores. Upon completion of a Job, our Reputation Oracle may submit a rating about you based on the quality of Job performance (a “Reputation Score”). A Worker’s Reputation Score may be visible by all Requesters using the Services. A poor Reputation Score may result in the suspension or termination of your Account.
(f) Disputes Between Workers and Requesters. Metahuman is not a party to any relationship between Worker and Requester or in the delivery or completion of Jobs. In the event that you have a dispute with any Worker or Requester, you agree to address such dispute directly with the Worker or Requester. If permitted in your jurisdiction, you release Metahuman (and Metahuman’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
(g) Regulatory and Compliance Suspensions or Terminations. We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third party service provider. Such suspension or termination shall not be constituted a breach of these Terms by Metahuman. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
(h) Excluded Services. You expressly acknowledge that you are solely responsible for making all transfers of any HMT to any Worker (or any other person) and Metahuman does not undertake or provide, and the Services do not include Metahuman undertaking or providing, any of the following activities or services on your behalf:
(i) exchanging between virtual assets and fiat currencies;
(ii) exchanging between one or more other forms of convertible virtual assets;
(iii) transferring virtual assets;
(iv) safekeeping or administering virtual assets or instruments enabling control over virtual assets; and
(v) participating in and providing financial services related to an issuer’s offer or sale of a virtual asset.
6. Your Content.
(a) Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Metahuman does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Metahuman a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Metahuman on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
(e) Metahuman’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
(f) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it (and permit others to use it) without any restriction or compensation to you.
7. Rights and Terms for Apps.
(a) App License. If you comply with these Terms, Metahuman grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for using the Services to post or fulfill Jobs as set forth herein. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
(b) Additional Information: Apple App Store. This Section 7(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
8. General Prohibitions and Metahuman’s Enforcement Rights. You agree not to do any of the following:
(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use, display, mirror or frame the Services or any individual element within the Services, Metahuman’s name, any Metahuman trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Metahuman’s express written consent;
(c) Access, tamper with, or use non-public areas of the Services, Metahuman’s computer systems, or the technical delivery systems of Metahuman’s providers;
(d) Attempt to probe, scan or test the vulnerability of any Metahuman system or network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Metahuman or any of Metahuman’s providers or any other third party (including another user) to protect the Services;
(f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Metahuman or other generally available third-party web browsers;
(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(h) Use any meta tags or other hidden text or metadata utilizing a Metahuman trademark, logo URL or product name without Metahuman’s express written consent;
(i) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
(k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
(m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(n) Impersonate or misrepresent your affiliation with any person or entity;
(o) Use HMT for capital raising purposes (“Capital Raising”). Capital Raising is defined as receiving funds from the sale of HMT, where the primary purpose of sale of HMT is to raise capital for you or another party and not to obtain Services within the Human Protocol or App; you acknowledge that any HMT you receive is solely for use within the Human Protocol or App and not for speculative purposes.
(p) Create multiple accounts or associate a digital asset wallet to more than one account;
(q) Violate any applicable law or regulation; or
(r) Encourage or enable any other individual to do any of the foregoing.
Metahuman is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. If we have a reasonable belief that you have created multiple accounts or have associated the same digital asset wallet to multiple accounts, we reserve the right to disable all of your accounts and recover all HMT in such accounts or the value thereof. If you believe we have erroneously disabled your account, you may contact us at [email protected]. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
9. DMCA/Copyright Policy. Metahuman respects copyright law and expects its users to do the same. It is Metahuman’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
10. Links to Third Party Websites or Resources. The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
11. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at [email protected]. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 5(d) (only for payments due and owing to Metahuman prior to the termination), 7(b), 7(c), 7(e), 9, 12, 13, 14, 15, 16, 17 and 18.
12. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
METAHUMAN WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK UNDERLYING THE SERVICES.
By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Solana are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.
13. Indemnity. You will indemnify and hold Metahuman and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
14. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER METAHUMAN NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT METAHUMAN OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL METAHUMAN’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO METAHUMAN FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO METAHUMAN, AS APPLICABLE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN METAHUMAN AND YOU.
15. .Governing Law and Forum Choice. These Terms and the rights and obligations of the Parties shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to its conflict of laws provisions. Subject to Section 16 “Dispute Resolution”, each of the Parties agrees that the courts of the Cayman Islands shall have exclusive jurisdiction each to hear and determine any action or proceeding arising out of or in connection with these Terms (including non-contractual disputes or claims), provided that the Parties hereby waive any rights of objection as to jurisdiction or venue, trial by jury, or participation in representative proceedings (or other class action equivalent) in relation to the same, and for that purpose each Party irrevocably submits to the jurisdiction of the courts of the Cayman Islands and agrees that the process by which any such action or proceeding is begun may be served on it by being delivered in accordance with the Notice provisions of these Terms.
16. Dispute Resolution.
(a) Mandatory Arbitration of Disputes. Each party agrees that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. Each of the Parties agrees that Cayman Islands law governs this Section 16 "Dispute Resolution" and these provisions for arbitration which shall survive termination of these Terms.
(b) Exceptions. As limited exceptions to Section 16(a) above: (i) Either Party may seek to resolve a Dispute in the Summary Court of the Cayman Islands as a small claims court if it qualifies; and (ii) each Party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of their intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/.
Any arbitration hearings will take place in the county (or parish) where you live, unless both Parties agree to a different location, but will be conducted remotely to the extent permitted by the JAMS Rules. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of these provisions for arbitration.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 16(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in the courts of the Cayman Islands and not in arbitration. The Parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND METAHUMAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the Parties’ 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. If this specific provision is found to be unenforceable, then the entirety of this Section "Dispute Resolution" shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 16(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
17. General Terms.
(a) Reservation of Rights. Metahuman and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Metahuman and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Metahuman and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Metahuman’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Metahuman may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Notices. Any notices or other communications provided by Metahuman under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights. Metahuman’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Metahuman. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
18. Contact Information. If you have any questions about these Terms or the Services, please contact Metahuman at [email protected].