Terms of Use
These Terms of Use (“Terms”) are a contract between you and Namebase Inc. and its wholly-owned subsidiary, Namebase US, Inc. (collectively, “Namebase”, “us”, “our”, and “we”). By signing up to use an account through https://namebase.io, or any associated websites, APIs, or mobile applications (collectively the "Site"), you agree that you have read, understood, and accept all of the terms and conditions contained in these Terms, as well as our Privacy Policy.
Synapse is our backend banking software provider, and partners with financial institutions to provide FDIC insurance. Synapse’s API, and their relationship with financial institutions, enables us to offer banking services and products. By agreeing to Namebase US, Inc.’s TOS and Privacy Policy, you also agree to Synapse’s TOS and Privacy Policy. By establishing a trust account, you authorize Synapse's banking partners, Members FDIC, to hold your deposits for your benefit in an account (“Trust Account”) by agreeing to the Custodial Account Agreement.
You may not access or use the Site or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Site. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 10.2) 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.
SERVICES
General Namebase Services. Your Namebase account ("Account") encompasses the following basic Namebase services: (i) a hosted wallet that allows you to store, track and manage Handshake Coins only (the "Namebase Wallet"); (ii) functionality whereby you may sell Handshake Coins to Namebase or purchase Handshake Coins from Namebase; and (iii) use of domain name registration and related services on the Handshake Blockchain network (“Handshake Blockchain”) (collectively the "Namebase Services").
The Handshake Blockchain. The Handshake Blockchain is part of an open source proposal to create a decentralized certificate authority composed of a decentralized blockchain with the intention to replace the current system of centralized trusted internet infrastructure. For more information on the operation of the Handshake Blockchain as well as the domain name registration and related functionality of the Handshake Blockchain see https://handshake.org/files/handshake.txt (the “Whitepaper”). Namebase does not own or control the Handshake Blockchain, and all functionality related to domain name registration on the Handshake Blockchain are subject to the underlying protocol rules of the Handshake Blockchain, which functionality may be amended at any time without notice to you or us. The Namebase Services do not include any guarantee that the Handshake Blockchain will be functional or remain operational. Namebase is not responsible to determine whether the domain name(s) you select, or the use you or others make of the domain name(s), or other use of the Namebase Services or the Handshake Blockchain, infringes legal rights of others. It is your responsibility to know whether or not the domain name(s) you select or use or allow others to use infringe legal rights of others.
The Handshake Coin. Users on the Handshake Blockchain must obtain “Handshake Coins” in order to engage in transactions for the sale or purchase of domain names on the Handshake Blockchain. You understand that the Handshake Coins stored in your Namebase Wallet can only be redeemed for Namebase Services, including for purposes of registering (or requesting to register via an auction) domain names on the Handshake Blockchain and cannot be redeemed for cash or goods or services of any other merchant or third party. Handshake Coins are “burned” (i.e., removed from circulation) upon redemption for a domain name on the Handshake Blockchain.
ACCOUNTS
Account Creation. In order to use the Namebase Services, you must register for an Account and provide certain information about yourself as prompted by the Account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by emailing help@namebase.io. Namebase may suspend or terminate your Account in accordance with Section 13. Namebase may, in its sole discretion, refuse to open an Account for you.
Account Verification. During registration of your Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information as required. You may be required to complete additional verification procedures before you are permitted to use certain Namebase Services pursuant to our Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) Compliance Program (collectively, our “BSA/AML Program”).
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Namebase of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Namebase cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You are responsible for keeping your email address up to date in your Account. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Namebase and/or failure to follow or act on any notices or alerts that Namebase may send you. You agree to comply with Section 5.3 (Acceptable Use Policy) in connection with your use of your Account and the Namebase Services.
NAMEBASE WALLET
Namebase Wallet. Your Namebase Wallet enables you to store, track and manage Handshake Coins contained in your Namebase Wallet and utilize the Namebase Services. Your Namebase Wallet can only store Handshake Coins and will not hold any USD, other fiat, or any other virtual currencies (e.g., bitcoin). You understand that all Handshake Coins held in your Namebase Wallet are limited in use, can be redeemed solely in connection with the Namebase Services and underlying redemption of Handshake Coins is limited to purchasing (or requesting to purchase via an auction) domain names on the Handshake Blockchain.
Sale/Purchase of Handshake Coins. Eligible users in certain jurisdictions may sell Handshake Coins held in their Namebase Wallet to Namebase for the agreed upon price set forth on the Site. Handshake Coins can only be sold to Namebase; Namebase does not facilitate the exchange of Handshake Coins to other users or third-parties for other fiat or virtual currencies. Namebase may also, in its sole discretion, allow eligible users in certain jurisdictions to purchase Handshake Coins from Namebase. All Handshake Coins purchased from Namebase must be held in your Namebase Wallet. The Namebase Services facilitate the purchase of Handshake Coins only directly from Namebase from Namebase’s own inventory; Namebase does not facilitate the exchange of fiat or virtual currencies for Handshake Coins between users or third-parties. Namebase reserves the right to deny or delay any purchase or sale of Handshake Coins and does not guarantee availability of Handshake Coins for purchase or sale. You understand that you may be required to provide additional information and undergo Account verification procedures as set forth by Namebase in order to engage in any such transactions.
Other Virtual Currencies. NAMEBASE CANNOT REVERSE A TRANSACTION WHICH HAS BEEN BROADCAST TO THE HANDSHAKE BLOCKCHAIN. UNDER NO CIRCUMSTANCES SHOULD YOU ATTEMPT TO USE YOUR NAMEBASE WALLET TO STORE, SEND, REQUEST, OR RECEIVE VIRTUAL CURRENCIES IN ANY FORM THAT ARE NOT SUPPORTED BY NAMEBASE. NAMEBASE ASSUMES NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY ATTEMPT TO USE NAMEBASE SERVICES FOR ANY ACTIVITIES OR VIRTUAL CURRENCIES THAT NAMEBASE DOES NOT SUPPORT.
Operation of Handshake Blockchain. Namebase does not own or control the Handshake Blockchain or the underlying software protocols which govern the operation of Handshake on our platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. By using the Site or Namebase Services, you acknowledge and agree (i) that Namebase is not responsible for operation of the Handshake Blockchain and that Namebase makes no guarantee of their functionality, security, or availability; and (ii) that the Handshake Blockchain is subject to sudden changes in operating rules (“forks”), and that such forks may materially affect the value, function, and/or even the name of Handshake you store in the Namebase platform. In the event of a fork, you agree that Namebase may temporarily suspend Namebase operations (with or without advance notice to you) and that Namebase may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that Namebase assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
ACCESS TO THE SITE AND NAMEBASE SERVICES
License. Subject to these Terms, Namebase grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site and related content, materials, information (collectively, the "Content") solely for your own personal, noncommercial use. Any other use of the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of Namebase and its licensors.
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 modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site or Namebase Services in order to build a similar or competitive website, product, or service; and (d) 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. Namebase reserves the right, at any time, to modify, suspend, or discontinue the Site and the Namebase Services (in whole or in part) with or without notice to you. You agree that Namebase will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
Site and Service Availability. Namebase shall use commercially reasonable efforts to attempt to provide the Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that Namebase undertakes from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Namebase has no control over the availability of this Site or Services on a continuous or uninterrupted basis, and that Namebase assumes no liability to You or any other party with regard to such, including but not limited to loss of revenue.
Customer Support. If you have questions about any aspect of the Services or would like to request assistance in connection with your use of the Services, you can send an email to support@namebase.io. You can also call customer support at (857) 540-5647 Monday to Friday from 10 PM PST to 7 PM PST. If you are dissatisfied with any aspect of the Services you have received from Namebase, you can send a complaint to complaints@namebase.io. We will review the complaint and provide you with a response in writing. Bank services are provided through our banking software provider, Synapse. To report a complaint relating to the bank services, email help@synapsefi.com.
Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Namebase or Namebase’s suppliers. 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 Section 4.1. Namebase and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
Fee Disclosure
Customers with USD balances on Namebase are charged a $1 ACH fee for each ACH withdrawal. There are no deposit fees.
Electronic Fund Transfer Disclosure
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
Definitions: Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account.
Your Liability: Authorized Transfers: You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. Unauthorized Transfers: Tell us at once if you believe your account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section B may be extended for a reasonable period.
Errors or Questions about Transactions
Please contact us by emailing us at support@namebase.io (1) if you believe a transaction receipt or a statement is wrong, or (2) if you need more information about a transaction on the receipt or statement. For consumer accounts, we must hear from you no later than sixty (60) days after we sent you the first statement on which the error or problem appeared. For business accounts, we must hear from you within one (1) business day of us sending you a receipt. Your inquiry must include: (x) your name, email associated with your account, and your account number (if available); (y) a description of the error or the transaction you are unsure about, and a clear explanation of why you believe there is an error or why you need more information; and (z) the dollar amount of the suspected error. If you tell us orally, we may require that you send us your inquiry via email within ten (10) business days.
Ten-Day Time Period: Namebase will investigate promptly and, except as otherwise provided in this paragraph, shall determine whether an error occurred within 10 business days of receiving a notice of error. Namebase shall report the results to the consumer in writing within three business days after completing its investigation. Namebase shall correct the error within one business day after determining that an error occurred.
Forty Five-Day Time Period: If Namebase is unable to complete its investigation within 10 business days, Namebase may take up to 45 days from receipt of a notice of error to investigate and determine whether an error occurred, provided Namebase does the following: (1) Provisionally credits the consumer's account in the amount of the alleged error (including interest where applicable) within 10 business days of receiving the error notice. Namebase need not provisionally credit the consumer's account if:* * Namebase does not receive written confirmation within 10 business days of an oral notice of error; or
* The alleged error involves an account that is subject to Regulation T (Securities Credit by Brokers and Dealers, 12 CFR part 220) (2)Informs the consumer, within two business days after the provisional crediting, of the amount and date of the provisional crediting and gives the consumer full use of the funds during the investigation; (3) Corrects the error, if any, within one business day after determining that an error occurred; and (4) Reports the results to the consumer within three business days after completing its investigation (including, if applicable, notice that a provisional credit has been made final). (5) Extension of time periods. The time periods described above may be extended as follows:
* Extension of Ten-Day Time Period - The time limit for resolution is extended to 20 business days in place of 10 business days if the notice of error involves an electronic fund transfer to or from the account within 30 days after the first deposit to the account was made; or
* Extension of Forty Five-Day Time Period - The time limit for resolution is extended to 90 days in place of 45 days for completing an investigation, if a notice of error involves an electronic fund transfer that occurred within 30 days after the first deposit to the account was made.
TRANSACTION LIMITS
Customers using third party payment processing services provided by our third party Affiliate Synapse shall be subject to certain limits on their transaction volume and frequency as follows: Personal Bank Account to Synapse Custodial Account: $50,000 per month and $100,000 per year. HNS Purchasers or Sales: $50,000 per month and $100,000 per year in gross HNS purchases or sales. Synapse Custodial Account to Personal Bank Account: $7,000 per day, $20,000 per month, and $100,000 per year.
INDEMNIFICATION
You agree to indemnify and hold Namebase (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, (b) your violation of these Terms, or (c) your violation of applicable laws or regulations. Namebase 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 Namebase. Namebase will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
THIRD-PARTY LINKS & ADS; OTHER USERS
Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/ or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Namebase, and Namebase is not responsible for any Third-Party Links & Ads. Namebase provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
Release. You hereby release and forever discharge Namebase (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) or your use of Namebase Services. 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.”
DISCLAIMERS
THE SITE AND THE NAMEBASE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND NAMEBASE (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 OR THE NAMEBASE SERVICES 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 OR NAMEBASE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
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.
LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NAMEBASE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, 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 NAMEBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND NAMEBASE SERVICES 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. 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. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. 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.
ACCOUNT TERMINATION AND SUSPENSION.
Subject to this Section, these Terms will remain in full force and effect while you use the Site and the Namebase Services. We may suspend or terminate or suspend your rights to use the Site (including your Account) and the Namebase Services at any time for any reason at our sole discretion, including for any use of the Site, your Account or the Namebase Services in violation of these Terms. You agree and understand that Namebase has the right to take any and all necessary and appropriate actions pursuant to this User Agreement and/or applicable laws and regulations. Upon termination of your rights under these Terms, your Account and right to access and use the Site and Namebase Services will terminate immediately. In the event of a termination or suspension of your Account and subject to applicable laws or regulations, Namebase will enable you to liquidate any Handshake Coins or transfer domain names held on Namebase, provided that, if you do not claim and/or liquidate your Handshake Coins or domain names held on Namebase, Namebase will leave such Handshake Coins and/or domain names in your wallet or on your account until they are claimed or are no longer eligible to be claimed by you. Namebase will not have any liability whatsoever to you for any termination of your rights under these Terms.
GENERAL
Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site and the Namebase Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Unless otherwise required by applicable law, any changes to these Terms will be effective upon the earlier of ten (10) calendar days following our dispatch of an e-mail notice to you (if applicable) or immediately following our posting of notice of the changes on our Site and your continued use of our Site and the Namebase Services following the posting of the notice on our Site. These changes will be effective immediately for new users of our Site.
Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Namebase 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) in connection with the Terms or the use of any product or service provided by Namebase 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 Namebase, 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 Namebase should be sent to: 340 S Lemon Ave. #4341, Walnut, California 91789. After the Notice is received, you and Namebase may attempt to resolve the claim or dispute informally. If you and Namebase 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 Namebase made to you prior to the initiation of arbitration, Namebase 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 Namebase 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 Namebase, 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 Namebase.
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 Namebase in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND NAMEBASE 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 Namebase.
Small Claims Court. Notwithstanding the foregoing, either you or Namebase 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 San Francisco County, California, for such purpose.
Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Namebase, or any products utilizing such data, in violation of the United States export laws or regulations.
Disclosures. Namebase is located at the address in Section 10.9. Namebase and its products are not registered with the U.S. Securities and Exchange Commission. Namebase does not offer securities services and you understand that investor protections available under the securities laws do not apply to your use of the Namebase platform or Namebase products.
Electronic Communications. The communications between you and Namebase use electronic means, whether you use the Site or send us emails, or whether Namebase posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Namebase in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Namebase provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hard copy 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 and your use of Namebase Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. 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. Your relationship to Namebase 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 Namebase’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Namebase may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
Governing Law. You agree that the laws of the State of California without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Namebase, except to the extent governed by federal law.
Copyright/Trademark Information. Copyright © 2020 Namebase Inc. and Namebase US, 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 Namebase US, Inc. ATTN: CEO Address: 340 S Lemon Ave. #4341, Walnut, CA 91789 Telephone: (857) 540-5647 Email: support@namebase.io