Terms of Service

Terms of Service

Last Updated: November 1, 2024

Welcome to the online service of Synota, Inc. (“Synota,” “we,” “our,” or “us”). These terms of service (these “Terms”) explain the terms by which Users (defined below) may use our online and/or mobile services, web site, and software provided on or in connection with the service and platform (collectively, the “Services”). By accessing or using the Services, or by signing an order form, if applicable, with Synota (an “Service Order”) specific to you or your organization, you signify that you have read, understood, and agree to be bound by these Terms and the Service Order which is hereby incorporated by reference, as applicable, (collectively, the “Agreement”), whether or not you are a registered user of our Services. Synota reserves the right to modify these Terms and will provide notice of material changes as described below. These Terms apply to all visitors and users of the Services, including authorized users of a customer signing a Service Order, and to all others who access the Services (collectively, “Users” and, as applicable to you, “you” or “your”).

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SYNOTA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 22 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

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. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
   
   
2. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use, and share your information.
   
   
3. Changes to these Terms or the Services. We may update these 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 and/or may also send other communications. It’s important that you review these 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?
   
   (A) You may use the Services only if you are 18 years or older and capable of forming a binding contract with Synota, and not otherwise barred from using the Services under applicable law. 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 are responsible for all activities that occur under your account. Each party is responsible for maintaining an up-to-date and accurate email address for Synota communications. Synota may send alerts and notifications to your designated email address. Any software updates or other changes to the settlement platform will be available to view on your front-end dashboard.
   
   (B) The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo; and (ii) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation, to monitor the locations from which our Services are accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms. 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) Contract Digitization. You and the service provider with which you are transacting through the Services, such as an energy company, hosting company, energy broker, or otherwise (“Service Provider” and together as “Counterparties”) must have a separate energy purchase, hosting or other agreement(s) (“Contract”) to which Synota is not a party and for which Synota has no liability for your or the Service Provider’s performance under the Contract. Synota will digitize the terms of the Contract and integrate data, or data sources, into the Services, as applicable. If you breach the terms of the Contract, Synota is not responsible for any delays in services, or other expenses incurred as a result of that breach. Counterparties will authorize settlement based on the digitized Contract terms as part of the Services.
   
   (B) Synota Account. You will create a Synota account, which includes payment infrastructure capability and a segmented database (“Account”) to facilitate settlement between you and the Service Provider. All settlement and transaction-related data is stored on your Account and accessible by you as part of the Services. You may never use another user’s Account without such user’s permission. When creating your Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Account, you will keep your Account password(s) and/or any other authentication credentials secure, and you will not share your password(s) and/or any other authentication credentials with anyone else. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) to protect your Account. Any user with administrator-level access to your Account can modify your Account settings, access, and financial information. We will not be liable for, and expressly disclaim liability for, any losses caused by any unauthorized use of your Account and/or any changes to your Account, including, without limitation, changes made by any company user with administrator-level access to your Account. You will notify us immediately of any breach of security or unauthorized use of your Account.
   
   (C) SYNOTA IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. SYNOTA PROVIDES AN ADMINISTRATIVE PLATFORM ONLY. SYNOTA FACILITATES TRANSACTIONS BETWEEN YOU AND A HOST SERVICE PROVIDER BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN YOU AND THE HOST SERVICE PROVIDER OR BETWEEN ANY USERS AND IS NOT RESPONSIBLE FOR ANY FINANCIAL ADVICE, INVESTMENT ADVICE, FINANCIAL REPORTING OR AUDITING OR OTHER FINANCIAL OBLIGATIONS IN CONNECTION WITH BUSINESS.
   
   (D) Usage Data. Synota may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by Synota, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including intellectual property rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (i) to provide and maintain the Services; (ii) to improve our products and services (including the Services), and to develop new products, services, and/or features; (iii) to monitor your usage of the Services; (iv) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (v) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Services may contain technological measures designed to prevent unauthorized or illegal use of the Services; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including intellectual property rights, in and to the Services.
   
   
6. User Grants, Covenants, Representations and Warranties:
   
   (A) Documentation. As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through the Services (your “Documentation”). For an organizational account, we may assume, in our sole discretion, that all of your Documentation belongs to that organization.
   
   (B) Use Grant. You agree to mark any sensitive or proprietary content as confidential. You grant, and you represent and warrant that you have all rights necessary to grant, to us, under all of your intellectual property rights, an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute, reproduce, publish, list information regarding, make derivative works of, and display your Documentation and any outputs you receive from the Services (“Output”): (i) to maintain and provide the Services; (ii) to improve our products and the Services and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends; and (iii) to perform such other actions as described in our Privacy Policy or as authorized by you in connection with your use of the Services.
   
   (C) Representations. You affirm, represent, and warrant the following:
   
   (I) you have the written consent of each and every identifiable natural person referred to or mentioned in the Documentation, if any, to use such Documentation in the manner contemplated by the Services and these Terms, and each such person has released you from any liability that may arise in relation to such use;
   
   (II) your Documentation and Output and our use thereof as contemplated by these Terms and the Services will not violate any applicable law or infringe any rights of any third party, including, but not limited to, any intellectual property rights and privacy rights;
   
   (III) your Documentation does not include any information or material that a governmental body deems to be sensitive or classified information, and your provision of Documentation in connection with the Services is not violative of any confidentiality rights of any third party;
   
   (IV) we may exercise the rights to your Documentation granted to us under these Terms without liability for payment of any guild or other fees, residuals, payments, or royalties payable under any collective bargaining agreement or otherwise;
   
   (V) You will not upload or make available through the Services, either directly or by other means: any personal information of children under 13 or the applicable age of digital consent;
   
   (VI) your Documentation does not include fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; spam, machine-generated content, or unsolicited messages; and/or otherwise objectionable content; and
   
   (VII) to the best of your knowledge, all Documentation and other information that you provide to us is truthful and accurate.
   
   (D) WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR DOCUMENTATION. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY DOCUMENTATION. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR DOCUMENTATION AND THE CONSEQUENCES OF SUBMITTING, POSTING, DISPLAYING, PROVIDING, SHARING, OR OTHERWISE MAKING IT AVAILABLE ON OR THROUGH THE SERVICES, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE ACTING ONLY AS A PASSIVE CONDUIT FOR YOUR ONLINE USE OF YOUR DOCUMENTATION.
   
7. 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 without any restriction or compensation to you.
   
   
8. Confidential Information. From time to time during the term of the relationship, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under these Terms, including to make required court filings. On the expiration or termination of the relationship, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the start of this relationship and will extend for the duration of the relationship plus five years; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.
   
   
9. Transactions. In connection with your use of the Services, as presented to you through the Services, you will receive and you agree to pay (i) amounts due to Service Provider for invoices for the goods and services provided by the Service Provider (and all applicable taxes and related charges) (“Invoice(s)”) , (ii) the Transaction Fee (as defined below), and (iii) other fees as identified in the Service Order (collectively, “Fees”).
   
   (A) Payment Procedure. Unless otherwise specified in a Service Order or documentation, payment for Invoices and Fees (“Transactions”) will be facilitated by a third-party payment processor (“Payment Processor”). To the extent Payment Processor processes payments made by you, you acknowledge and understand your use of Synota Services is contingent upon compliance with Payment Processor “Know Your Business” requirements and execution of Payment Processor agreement and other policies, terms and conditions governing the use of Payment Processor’s service, if applicable.
   
   (B) Money Transmission Disclaimer. Synota is not a money transmitter or money services business; it is a technology provider only; all money transmission is provided by Payment Processor or a third-party service provider of Payment Processor, and Synota has no legal ownership of processed funds.
   
   (I) ACH Services. In connection with your use of the Services, to the extent Transactions are payable in U.S. Dollars via ACH, you authorize Payment Processor to instruct its partner bank (“Bank”) to originate ACH entries to the account of a Receiver (as defined by the National Automated Clearing House Association Operating Rules (“NACHA Rules”)) subject to the instructions provided by Synota to Payment Processor. You and Synota agree to abide by NACHA Rules and will not request Payment Processor to originate ACH entries that violate applicable law. You and Synota acknowledge that Payment Processor has specific processing deadlines imposed by Bank and only instructions received by the deadline will be transmitted that day to the Federal Reserve for settlement. If you or Synota do not comply with the NACHA Rules, Payment Processor or Bank may suspend the origination of ACH entries or terminate ACH Services. You and Synota acknowledge and agree that Transactions via ACH may only be made to Service Providers within the United States or its territories. You and Synota represent and warrant that each Transaction submitted for processing is solely for your receipt of bona fide goods, services or other value and each Transaction represents a bona fide payment obligation owed by you.
   
   (II) You understand and agree that all Transactions shall be prefunded by you to the operating account held by Bank through ACH supported by Payment Processor. You authorize Payment Processor and Bank to initiate ACH debit transfers from your U.S. bank account to prefund the operating account. For each Transaction submitted by Synota, Payment Processor and Bank shall be authorized to withdraw your funds from the operating account in the amount of such Transaction.
   
   (C) Transaction Fee. If specified in a Service Order, each time you use the Services to make payment to the applicable Service Provider, as set forth in Section 9(a) (each, a “Transaction”), you expressly authorize us to charge you a per megawatt hour (“MWh”) fee (“Transaction Fee”) calculated on the total MWh settled as a function of the Transaction. By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as set forth in these Terms or otherwise communicated to you. All Transaction Fees and applicable taxes are non-refundable and non-transferable except as expressly provided in these Terms. For the avoidance of doubt, a Transaction Fee will not apply if you have not executed a Service Order specifying such Transaction Fee.
   
   (D) Other Fees. To the extent applicable or if specified in your Service Order, you agree to pay all applicable fees resulting from utilization of the Bitcoin blockchain and the Lightning Network, or alternative payment infrastructure, including third-party network fees. Synota will present such fees to you through the Services. You are responsible for maintaining sufficient funds on your Account to pay all applicable fees.
   
   (E) Disclaimer. WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR: (I) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD, (II) ANY FEES THAT MAY BE CHARGED TO YOU BY YOUR BANK IN CONNECTION WITH THE COLLECTION OF FEES, (III) WE ARE NOT RESPONSIBLE FOR ANY INCORRECT OR INNACCURATE CHARGES TO YOU PAYMENT METHOD WHICH ARE CHARGED BY PAYMENT PROCESSOR, AND/OR (IV) ANY UNAUTHORIZED USE OF YOUR CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.
   
   
10. Intellectual Property Rights. We may make available through the Services content that is subject to intellectual property rights. You understand and acknowledge that we (or our licensors, as applicable) own and will continue to own all rights (including intellectual property rights), title, and interest in and to the Services, all materials and content displayed or otherwise made available on and/or through the Services (excluding your Documentation), and all software, algorithms, code, technology, and intellectual property underlying and/or included in or with the Services (collectively and individually, “Intellectual Property”). Except as may be explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such intellectual property rights, and you will not access, sell, license, rent, modify, distribute, copy, reproduce, transmit, display, perform, publish, adapt, edit, or create derivative works of any Intellectual Property. Use of any Intellectual Property for any purpose not expressly permitted by these Terms is strictly prohibited.
    
    
11. Audit Rights. In the case of a dispute, or potential for dispute, related to funding your Lightning Node, Synota reserves the right to request, and you required to provide, complete and historical documentation of transactions from mining pool, or other funding sources.
    
    
12. Your Responsibilities. In connection with Synota’s provision of the Services, you will: (i) reasonably cooperate with Synota, including working with Synota and responding to Synota’s requests, as to enable and permit Synota to successfully provide the Services; (ii) provide Synota with access to data, information, and materials required or reasonably requested by Synota to enable Synota to provide the Services and perform its obligations under these Terms; and (iii) perform other duties and tasks as may be reasonably required to permit Synota to provide the Services and perform its obligations hereunder.
    
    (A) Automated Settlement. Synota offers a software platform, it does not buy, sell, or take custody or possession of any customer funds, nor does it act as a custodian for any user of the Services. You acknowledge payments are completely automated and autonomous through our Services. Once a Contract is authorized by Counterparties and instant transaction settlement commences, Synota will have limited to no control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you settle via the Services. We do not have the ability to intervene in an ongoing settlement process, nor reverse, credit or otherwise alter prior settlements.
    
    (B) Settlement Data. It is Counterparties’ responsibility to ensure all integrations and API connections are working correctly and providing accurate information. Synota is not responsible for any downtime or errors resulting from broken connections or inaccurate source data. Contact support@Synota.io immediately to report any changes in data sources, changes to technology infrastructure or inaccurate data.
    
    (C) Customer Support. Synota offers customer support Monday through Friday from 8:00am to 5:00pm Eastern Time via designated secure communication channels. At your request, through its Services, Synota will supply its available resources to support you with various accounting and financial requirements.
    
    
13. General Prohibitions and Synota’s Enforcement Rights. You agree not to do any of the following:
    
    (A) Use, display, mirror or frame the Services or any individual element within the Services, Synota’s name, any Synota trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Synota’s express written consent;
    
    (B) Access, tamper with, or use non-public areas of the Services, Synota’s computer systems, or the technical delivery systems of Synota’s providers;
    
    (C) Attempt to probe, scan or test the vulnerability of any Synota system or network or breach any security or authentication measures;
    
    (D) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Synota or any of Synota’s providers or any other third party (including another user) to protect the Services;
    
    (E) 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 Synota or other generally available third-party web browsers;
    
    (F) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
    
    (G) Use any meta tags or other hidden text or metadata utilizing a Synota trademark, logo URL or product name without Synota’s express written consent;
    
    (H) 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;
    
    (I) 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;
    
    (J) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
    
    (K) 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;
    
    (L) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
    
    (M) Impersonate or misrepresent your affiliation with any person or entity;
    
    (N) Violate any applicable law or regulation; or
    
    (O) Encourage or enable any other individual to do any of the foregoing.
    
    (P) Buy, sell or transfer API keys without our prior written consent in each case;
    Synota 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 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. 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.
    
14. Noncustodial Agreement. Synota is a noncustodial platform. This means that the Site does not keep backups or copies of your passwords, seed phrases, or any other material that would allow access to our user’s funds. In the event of losing a seed phrase or losing a password, please contact support@synota.io immediately. By using the Site, you agree to keep full copies of all sensitive material in case of any kind of failure, regardless of the type of failure. The Site takes no responsibility for you losing any of these materials, and you hereby release and hold harmless Synota from any liability resulting from loss. User is responsible for funding their Lightning Node and maintaining sufficient funds on their Lightning Node or in the bank account connected associated with the Synota platform.
    
    
15. Links to Third Party Websites or Resources. Certain features and functionalities with the Services may allow you to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. Synota does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bug in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Synota users are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for you to use the Third-Party Services in connection with the Services. We are not responsible for the content, products or services on or available from those resources or links displayed on such websites.
    
    
16. Termination. Unless otherwise set forth in your Service Order, 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, unless such suspension or termination is without cause, in which case Synota will provide sixty (60) days notice and you will have a reasonable time period allotted to withdraw funds from your LightningNode, if applicable. You may cancel your account at any time by sending us an email at support@synota.io. If we have an issue and need to remove or disable your account, we will cease further settlements. If applicable, you will have five (5) days to withdraw all funds before we remove access to the Lightning Node. If you do not withdraw the funds within 5 days, we cannot guarantee you will be able to recover funds. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 4,7, 8, 10, 11, 17, 18, 19, 20, 21, 22, and 23. SYNOTA SHALL NOT BE LIABLE FOR ANY TRANSACTION (OR LACK THEREOF) BETWEEN YOU AND SERVICE PROVIDER, INCLUDING IN CONNECTION WITH THE SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE SERVICES.
    
    
17. 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.
    

    THE SERVICES, ANY CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SYNOTA (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. SYNOTA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES, ANY CONTENT CONTAINED THEREIN. WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD-PARTY SERVICES.

    UNLESS ARISING FROM ITS GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR FAILURE TO COMPLY WITH APPLICABLE LAW, SYNOTA WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN, OR TAKEN IN RELIANCE ON, MATERIAL OR INFORMATION CONTAINED ON THE SERVICES. WHILE SYNOTA ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT THEREIN SAFE, SYNOTA CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, ANY CONTENT THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.

    THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.

    UNLESS ARISING FROM ITS GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR FAILURE TO COMPLY WITH APPLICABLE LAW, SYNOTA 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 TYPOGRAPHICAL ERRORS; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, NODES, SMART CONTRACTS, DIGITAL 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.

    CERTAIN SERVICES MAY USE ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUTS FROM THE SERVICES MAY NOT BE UNIQUE ACROSS USERS AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE SERVICES MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. YOU MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY USING HUMAN REVIEW OF OUTPUT. YOU UNDERSTAND AND AGREE THAT SUCH OUTPUTS MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE SERVICES.

    To the extent the Site enables you to interact with the blockchain protocol (the “Protocol”), you understand that your use of the Protocol is entirely at your own risk. The Protocol is available on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. You assume all risks associated with using the Protocol, and digital assets and decentralized systems generally, including but not limited to, that digital assets are highly volatile; you may not have ready access to assets; and you may lose some or all of your tokens or other assets. You agree that you will have no recourse against Synota for any losses due to your use of the Protocol. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted cryptocurrency wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
    
    

18. Assumption of Risk. You accept and acknowledge:
    
    (A) The prices and liquidity of cryptocurrency assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Transaction, which may also be subject to significant price volatility. We cannot guarantee that any user of the Services will not lose money.
    
    (B) You are solely responsible for determining what, if any, taxes may arise due to use of the Services. Neither Synota nor any Synota affiliates are responsible for determining the taxes that apply to such transactions.
    
    (C) Our Services do not store, send, or receive digital assets. This is because cryptocurrency assets exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of cryptocurrency assets occurs within the supporting blockchain and not on the Services. Transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
    
    (D) There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Synota will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Services for transactions, however caused.
    
    (E) 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 digital assets. Such systems may have vulnerabilities or other failures, or experience other abnormal behavior. Synota is not responsible for any issues with the blockchains, including forks, technical node issues, or any other issues that may result in fund losses. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems 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 the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.
    
19. Indemnity. You will indemnify and hold Synota 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, including your use of any outputs generated by the Services, or (b) your violation of these Terms unless such claims, disputes, demands, liabilities, damages, losses, and costs and expenses arise from Synota’s gross negligence, fraud, willful misconduct, or failure to comply with applicable law.
    
    
20. Limitation of Liability.
    
    (A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY 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 EITHER PARTY OR ITS SERVICE PROVIDERS HAVE 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 LAW, IN NO EVENT WILL SYNOTA’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 (AS MEASURED BY THE VALUE IN USD AT THE TIME OF THE TRANSACTION) BY YOU TO SYNOTA FOR USE OF THE SERVICES.
    
    (C) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SYNOTA AND YOU.
    
21. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Ohio, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 22 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Synota are not required to arbitrate will be the state and federal courts located in the County of Franklin, Ohio, and you and Synota each waive any objection to jurisdiction and venue in such courts.
    
    
22. Dispute Resolution.
    
    (A) Mandatory Arbitration of Disputes. We each agree 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. You and Synota agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Synota are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
    
    (B) Exceptions. As limited exceptions to Section 22(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
    
    (C) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
    Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
    
    (D) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA 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 22(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 a civil court of competent jurisdiction 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 SYNOTA 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 Dispute Resolution section shall be null and void.
    
    (G) Severability. With the exception of any of the provisions in Section 22(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.
    
    
23. General Terms.
    
    (A) Reservation of Rights. Synota 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 Synota and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Synota 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. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Synota’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Synota 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) Conflicts. To the extent there is a conflict between these Terms and a Service Order executed by you and Synota, the terms of the Service Order shall control.
    
    (D) Notices. Any notices or other communications provided by Synota 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.
    
    (E) Waiver of Rights. Either party’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 Synota. 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.
    (F) No Modifications. These Terms of Service are standardized and apply uniformly to all users. By agreeing to these Terms, you acknowledge that no amendments, modifications, or additional terms may be added by you. Any attempt to add, alter, or modify these terms by submitting separate documents, markup, or alternative language is not permitted and shall not be binding on Synota. Any authorized modifications or special terms require a separate, written agreement signed by both Synota and the user.
    
24. Contact Information. If you have any questions about these Terms or the Services, please contact Synota at support@synota.io.