Reactor Terms of Use
Effective Date: December 6th, 2022
These Reactor Terms of Use include the provisions, covenants, protections, and licenses that govern your use of Navier, Inc.’s (“Navier”) website(s) (including the Reactor website located at reactor.xyz, collectively, the “Site”) and Navier’s products, services, and applications (including the use, transfer, application, benefit, display, deployment, or other utilization of Reactor, collectively, the “Services”), as may be modified from time to time (these “Terms”) and apply to (i) you as an initial purchaser (“Initial Purchaser”) of Reactor (as defined herein); and (ii) any subsequent purchaser(s) (each, a “Subsequent Purchaser”) of a Reactor Miner (collectively and as applicable, the Initial Purchaser and any Subsequent Purchaser may be referred to herein as “Owner”). As defined herein, “you”, “your”, “yours”, and “yourself” will refer to the person that agrees to these Terms. You are an Owner if you possess or control a Reactor Miner. The Terms expressly incorporate any other documents referenced herein and any other relevant policies (such as Navier’s Privacy Policy). Your use of the Site or Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Site or Services. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. You have the ability to opt-out of this arbitration clause by sending Navier notice of your intent to do so within the earlier of (a) thirty (30) days of your agreement to these Terms; or (b) thirty (30) days after you purchase any Reactor Miner.
In general, the Terms shall define your and Navier’s rights and duties. The Terms also apply to you and govern your purchase, sale, display, and/or any authorized use of Reactor Miners. Navier is not performing any mining services for or on behalf of any Owner, and it is the sole responsibility of the Owner to utilize the Reactor Miner for its own cryptocurrency mining purposes. The Terms may be modified at any time, and from time to time, by Navier, with notice of modification to you (via email, notification on the Site, or some other means). In no event shall you have the authority to modify the Terms. You agree and understand that by accessing or using the Site or Services subsequent to any such change or modification to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference. It shall be your exclusive responsibility to review the Terms each time you access the Site to ensure that you are aware of (or have access to) the most current Terms then in-place.
1. Reviewing and Accepting These Terms
“Reactor Miner” means a contract, as of its genesis issuance, is linked to a directable unit of Hashing Power (as herein defined) as well as Digital Art (as herein defined). For the avoidance of doubt, the Reactor Miner is digital in nature and does not include any items or representations that have physical dimensions such as mass or volume, and does not confer any ownership rights to you other than those expressly provided for herein these Terms. Specifically, in no event shall you have any right, title, or interest in any physical machine that provides the underlying Hashing Power. These Terms, along with any and all of your rights, title, and interest to the Reactor Miner, shall immediately terminate upon the expiration of the Ownership Period (as hereinafter defined).
When each Reactor Miner is sold for the first time, a binding “Agreement for Sale” shall be made by and between Navier and you as an Initial Purchaser. In the event of a sale of a Reactor Miner to a Subsequent Purchaser, each such Subsequent Purchaser shall be bound by these Terms. It shall be your responsibility as an Initial Purchaser (and, as applicable, as a Subsequent Purchaser) to notify any party purchasing a Reactor Miner that these Terms apply.
The Site may serve as a platform for facilitating transfers of Reactor Miners between parties, including transaction transfers (such as between a buyer and a seller) to a Subsequent Purchaser. In any event where an Initial Purchaser (or any Subsequent Purchaser) transfers a Reactor Miner through the Site, however, the Company shall act solely as a platform to facilitate the transfer, and shall not be a party to any agreement between such buyer and seller of Reactor Miners or between any other users.
All Reactor Miners shall be stored on and accessible through your Reactor dashboard. Accordingly, Navier shall not maintain any Reactor Miners on the Site. Outside of transferring control of a Reactor Miner to the Initial Purchaser of the Reactor Miner, Navier shall have no control over any use, transfer, storage, ownership, maintenance, or other utilization or application of any Reactor Miner. You hereby acknowledge that Navier does not supervise, direct, control or monitor the Reactor Miners and expressly disclaims any responsibility and liability for the Reactor Miners, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.
As an Owner, you must not enter into separate agreements outside of the agreements directly referenced herein relating to Reactor Miners (“Outside Agreements”). If you do enter into any Outside Agreement Navier may terminate your account, and you acknowledge that Navier is not a party to and isn’t responsible for enforcing any Outside Agreement.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by Navier, including services such as Lightning wallets. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Navier is not responsible for such risks.
Navier has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Navier will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Navier is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Navier, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
2. Basics of using Navier; Creating an Account.
You may be required to sign up for an account, select a password and username (“Navier Username”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Navier Username a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
In so agreeing to these Terms or in connection with your ownership of a Reactor Miner, you represent and warrant that you are at least 18 years of age and capable of forming a binding contract under all applicable laws. In the event that you do not agree to these Terms or meet the criteria listed herein, you are hereby prohibited from accessing the Site and/or owning any Reactor Miners.
You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (for example, Owners must comply with all laws that relate to the Reactor Miners). If your use of the Services is prohibited by applicable law, then you aren’t authorized to use the Services. Navier can’t and won’t be responsible for your use of the Services in a way that breaks the law.
You will not share your Navier Username, account or password with anyone, and you must protect the security of your Navier Username, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Navier Username and account.
You are free to stop using the Services at any time by contacting us at support@navier.com; please refer to our Privacy Policy to understand how Navier treats information you provide to us after you have stopped using our Services.
Navier is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Navier has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Site Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at support@navier.com – we will try to help, but Navier does not promise that it can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation that you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
As part of the Services, you may receive communications through the Services, including messages that Navier sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Navier to send you information regarding your account or transactions with us, which may include Navier using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Navier, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Navier. You agree to indemnify and hold Navier harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
3. Linking Owner Cryptocurrency Wallet
When you link your cryptocurrency wallet in connection with the Services, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens, or cryptocurrencies that are stored in or are accessible through your wallet(s). Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of Reactor Miners, funds, or any other asset that may be held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). Navier is not responsible for managing or maintaining the security of your cryptocurrency wallet(s) nor for any unauthorized access to or use of your cryptocurrency wallet. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to this Site or the Services, please notify Navier immediately at support@navier.com, however Navier shall have no duty or obligation to assist any Owner in connection with such activity related to Owner’s wallet.
4. Ownership and Services
As an Owner, you have all personal property rights to the Reactor Miner that you have rightfully obtained in accordance with these terms (e.g. the right to sell, transfer, or otherwise dispose of that Reactor Miner). Such rights, however, do not include the ownership of any intellectual property rights in the Reactor Miner or the piece of digital art that is associated with the Reactor Miner that you have rightfully obtained (“Digital Art”).
The “Ownership Period” shall begin on the date of the initial purchase by the Initial Purchaser (the “Initial Purchase”) and end one hundred and twenty (120) days following the date of the Initial Purchase (such period, the “Ownership Period”). Upon the expiration of the Ownership Period, Owner shall no longer have any rights to utilize any Services with respect to a Reactor Miner.
Ownership of a Reactor Miner shall entitle the Owner to the following Services throughout the Ownership Period:
i. Ability to direct one-hundred (100) terrahash through the Site.
It is the Owner’s sole responsibility to utilize the Reactor Miner for its own use. Navier makes no representations or guarantees regarding the profitability of cryptocurrency mining, and ownership is subject to all Risks (as hereinafter defined) associated with ownership of a Reactor Miner, as well as all Risks associated with cryptocurrency mining.
5. Restrictions.
You represent, warrant, and agree that you will not provide or contribute anything to the Services, or otherwise use or interact with the Services, in a manner that:
(a) infringes or violates the intellectual property rights or any other rights of anyone else (including Navier);
(b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws (including without limitation the regulations promulgated by the U.S. Department of Treasury’s Office of Foreign Assets Control);
(c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) jeopardizes the security of your Navier Username, account or anyone else’s account (such as allowing someone else to log in to the Services as you);
(e) attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
(h) “frames,” “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Site Content (through use of manual or automated means);
(i) copies or stores any significant portion of the Services or Site Content; or
(j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
The Services may allow you to copy or download certain Site Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply. A violation of any of the foregoing is grounds for termination of your right to use or access the Site or Services.
Unless otherwise indicated in writing by Navier, the Site, all content, and all other materials contained therein, including, without limitation, our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Site Content”) are protected by copyright and/or other intellectual property laws and, as between you and Navier, are the proprietary property of Navier and/or its affiliates, and licensors, as applicable. Navier hereby grants authorized users of the Site a limited, non-exclusive, non-transferable, revocable license to access and use the Site Content. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Site Content you access through the Site or Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Site Content not owned by you, (i) without the prior consent of the owner of that Site Content or (ii) in a way that violates someone else’s (including Navier’s) rights.
You represent and warrant that you will not transfer a Reactor Miner in any secondary transaction or transfer to a transferee that is (i) 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; or (ii) listed on any U.S. Government list of prohibited or restricted parties.
As an Owner, you may not collect any information from or relating to Subsequent Purchasers (“Purchaser Information”), whether via the Services, in the course of offering the Reactor Miners, or otherwise, beyond what is necessary to offer the Reactor Miners to the applicable Subsequent Purchaser. You also must not use any Purchaser Information beyond what is necessary to offer the Reactor Miners to such applicable Subsequent Purchaser. Upon the conclusion of offering the Reactor Miners to a Subsequent Purchaser (or otherwise upon the request of such Subsequent Purchaser), you must properly destroy all Purchaser Information from or relating to such Subsequent Purchaser and make no further use of it whatsoever. Owners must collect, use, maintain, and transmit all Purchaser Information in compliance with all applicable laws.
6. Accredited Investor
You are required to be an accredited to purchase a Reactor Miner.
7. Terms of Sale
Navier will not be responsible for making sure that Reactor Miners are up to a certain standard of quality. Before purchasing or receiving any Reactor Miner, each Owner is responsible for making its own determinations that the Reactor Miner(s) are suitable. Similarly, Navier can’t and won’t be responsible for ensuring that information (including credentials) of any Initial Purchaser or Subsequent Purchaser that such party provides about themselves or about the Reactor Miner they are offering is accurate or up-to-date. Navier does not control the actions of any Owner.
By placing an order on the Site, you agree that you are submitting a binding offer to purchase a Reactor Miner or other Service. If you are an Initial Purchaser of a Reactor Miner or if you are purchasing or utilizing a Service, then all amounts due in connection with such Initial Purchase or use of the Services are to be paid to Navier. If you are not the Initial Purchaser of a Reactor Miner, then amounts may be paid to the-then holder of the Reactor Miner. You also acknowledge and agree that Navier receives 10% of every subsequent sale of a Reactor Miner (“Royalty”). A “Subsequent Sale” means any sale by an Owner subsequent to the Initial Purchase to a Subsequent Purchaser. For example, if you are the Initial Purchaser and you sell a Reactor Miner for $100 to a Subsequent Purchaser, $10 of the amount paid by the Subsequent Purchaser will automatically be transferred to Navier and you will receive $90. Navier has the right to collect Royalties for Reactor Miner sales in perpetuity and may use those funds in any manner Navier sees fit.
As such, if Owner sells a Reactor Miner on the Site or on a third-party Miner marketplace, Owner hereby agrees to include a statement substantially similar to the following in the description of the Reactor Miner:
“10% Royalty Fee Applies. See Reactor Terms for details.”
In addition, when you buy or sell a Reactor Miner on the Site, you agree to pay all applicable fees associated with the transaction and you authorize Navier to automatically charge and collect such fees from your sale or purchase. Navier will display a breakdown of any transaction or other fees prior to the purchase or sale of a Reactor Miner that is consummated through the Site.
No refunds are permitted except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law.
8. Intellectual Property
Subject to your acceptance of and compliance with these Terms (including the lawful acquisition of your Digital Art), Navier grants to you an exclusive, limited, royalty-free license to reproduce, distribute, publicly display, publicly perform, transmit, and otherwise use your Digital Art solely for your personal, non-commercial use. The foregoing license extends only to the Digital Art, meaning the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise the Digital Art. The license does not grant you rights in any individual element of the Digital Art or a license to exploit any individual element separate and apart from your Digital Art. All rights in and to the Reactor Miner and Digital Art not expressly provided for in the Terms are hereby reserved by Navier. Reactor Miners are a limited-edition digital creation based upon content that may be trademarked and/or copyrighted by Navier. The Digital Art is licensed, not sold. You further agree that you are not receiving any copyright interest in the Reactor Miner or its content and you agree that the Navier may sell, license, modify, display, broadcast and create derivative works based upon your Reactor Miner or its content. Navier owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Reactor Miner and Digital Art. Without limitation, you shall not, nor permit any third party to or attempt to do any of the following without express prior written consent from Navier: (i) modify the Reactor Miner or the Digital Art; (ii) use the Reactor Miner or Digital Art to advertise, market, or sell any product or service; (iii) use the Digital Art in connection with media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that reflects negatively on Navier or any other names and brands associated with or owned by Navier (including Reactor); (iv) use the Digital Art in any other form of media, except solely for your own personal, non-commercial use for so long as you own the Reactor Miner; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Digital Art; (vi) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Reactor Miner and/or Digital Art; or (vii) otherwise utilize the Reactor Miner or Digital Art or any third party’s commercial benefit.
If you sell a Reactor Miner through the Site, you agree that you will not have any claims against us for any breach of these Terms by a Subsequent Purchaser. If you purchase a Reactor Miner on the Site, you hereby agree to hold us and the seller of such Reactor Miner harmless from and against any and all violations or breaches of these Terms.
If you are unsure whether a contemplated use of the Services, Site, or a Reactor Miner and its content would violate these Terms, please contact us at support@navier.com.
9. Taxes
Navier is not responsible for determining the withholding, sales, use, value added, transfer or other similar taxes, together with any interest and penalties imposed with respect thereto that may apply to: (i) transactions on this Site or through the Services; and/or (ii) any product, byproduct, or property that may result from your use of the Reactor Miner for purposes of cryptocurrency mining (collectively, “Taxes”). You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Upon Navier’s request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by Navier to comply with Navier’s tax reporting obligations.
10. Privacy
You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Navier’s Privacy Policy, which is expressly incorporated into these Terms by this reference.
11. Risks
Please note the following risks in accessing, purchasing, selling or using Reactor Miners (collectively, the “Risks”). The price and liquidity of blockchain assets, including Reactor Miners, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Reactor Miners, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Reactor Miners. Reactor Miners are not legal tender and are not backed by any government. Transactions in Reactor Miners may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in Reactor Miners 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. The value of Reactor Miners may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Reactor Miners, which may result in the potential for permanent and total loss of value of a particular Reactor Miner should the market for that Reactor Miner disappear.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Navier does not give advice or recommendations regarding Reactor Miners, including the suitability and appropriateness of, and investment strategies for, Reactor Miners. You agree and understand that you access and use this Site and the Services at your own risk; however, this brief statement does not disclose all of the risks associated with Reactor Miners and other digital assets. You agree and understand that Navier will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Reactor Miners, however caused.
12. Disclaimers
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY, THE SITE, SERVICES, AND ANY SITE CONTENT CONTAINED THEREIN, AND ANY AND ALL REACTOR MINERS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. NAVIER (AND ITS SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE SITE OR SERVICES WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
NAVIER WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR NOT TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SITE. NAVIER DOES NOT REPRESENT OR WARRANT THAT SERVICES, SITE, OR SITE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE NAVIER WILL ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES, SITE, AND SITE CONTENT SAFE, NAVIER CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, SITE, SITE CONTENT, OR ANY REACTOR MINERS LISTED ON THE SITE OR NAVIER SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NAVIER 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 NAVIER RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO NAVIER’S GROSS NEGLIGENCE.
NAVIER WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, SITE, SITE CONTENT, OR REACTOR MINERS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR REACTOR MINERS.
REACTOR MINERS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE REACTOR NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE REACTOR PLATFORM. NAVIER DOES NOT GUARANTEE THAT NAVIER OR ANY ITS SUPPLIER OR LICENSORS CAN OR WILL EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY REACTOR MINER.
Navier is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the Reactor Miners. Navier is not responsible for casualties due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting Reactor Miners including forks, technical node issues or any other issues having fund losses as a result.
Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NAVIER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, SITE CONTENT, THE SERVICES OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF NAVIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, SITE CONTENT, THE SERVICES OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF NAVIER ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, SITE CONTENT, REACTOR MINERS, OR ANY SERVICES PURCHASED ON THE SITE EXCEED THE LESSOR OF (A) $100 OR (B) THE AMOUNT YOU HAVE PAID TO NAVIER FOR THE SERVICES IN THE LAST TWELVE MONTHS OUT OF WHICH LIABILITY AROSE.
14. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Navier, and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Navier Parties”), from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Site Content, or Reactor Miners, (b) your violation of these Terms, (c) your violation of the rights of a third party, including another user and (d) your failure to pay any Taxes or Sales Taxes in connection with your transactions on this Site or to provide us with a properly executed tax form described in Section 9. You agree to promptly notify us of any third-party Claims and cooperate with the Navier Parties in defending such Claims. You further agree that the Navier Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
15. Governing Law
These Terms, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of the State of New York, as if these Terms are a contract wholly entered into and wholly performed within the State of New York. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF NEW YORK AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
16. Disputes and Arbitration Agreement
Carefully read the following arbitration agreement ("Arbitration Agreement"). It requires you to arbitrate disputes with Navier and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site, to any Services sold or distributed through the Site, including Reactor Miners, or to any aspect of your relationship with Navier will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Navier may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Jennifer DePalma.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Navier. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. 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 arbitral forum’s rules, and these Terms(including the Arbitration Agreement). 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 Navier. And you agree that to the extent monetary or non-monetary remedy or relief is granted, such a request for relief may be enforced as needed by any court of competent jurisdiction.
Waiver of Jury Trial. YOU AND NAVIER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Navier are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as otherwise indicated in this Section 16. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A COLLECTIVE OR CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of New York. All other claims shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 141 W Jackson Blvd, Floor 42 Chicago, IL 60604 USA, Attention Legal Department, within 30 days after first becoming subject to this Arbitration Agreement. You may also submit your decision to support@navier.com. Your notice must include your name and address, the cryptocurrency wallet address you used to transact on this Site (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with Navier.
17. Digital Millennium Copyright Act
Without limiting the foregoing, if you believe that third-party material hosted on the Site infringes your copyright or trademark rights, please file a notice of infringement by contacting the Designated Copyright Agent listed below.
Your notice must contain the following information as required by the Digital Millennium Copyright Act (17 U.S.C. §512) (“DMCA”):
(a) The full name and a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
(b) Identification of the copyrighted work claimed to have been infringed. If multiple copyrighted works are covered by your notice, you may provide a representative list of the copyrighted works that you claim have been infringed;
(c) Reasonably sufficient detail to enables Navier to identify and locate the copyrighted work that is claimed to be infringing (e.g. a link to the page on the Site that contains the material);
(d) A mailing address, telephone number, and email address where Navier can contact you;
(e) A statement that you have a good faith belief that the disputed use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; and
(f) A statement made by you, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.
Please submit your notice to the Designated Agent below:
Navier Legal Department 141 W Jackson Blvd, Floor 42 Chicago, IL 60604 USA
Email: support@navier.com
Once you provide Navier with an adequate notice as described above, Navier will respond expeditiously and take whatever action, in our sole discretion, that is deemed appropriate including removal of the disputed copyrighted work from the Site.
Counter-Notice:
If you believe that a DMCA notice of copyright infringement has been improperly submitted against you, you may submit a counter-notice to the Designated Agent with the following information required by the DMCA:
(a) Your physical or electronic signature;
(b) Identification of the copyrighted work that has been removed or to which access has been disabled including a link to the page on the Site that contained the material before it was removed or disabled;
(c) A statement under penalty of perjury that you have a good faith belief that the copyrighted work was removed or disabled as a result of mistake or misidentification;
(d) Your name, address, e-mail address, and telephone number; and
(e) A statement that you (i) consent to the jurisdiction of the Federal District Court in the judicial district where your address is located if the address is in the United States, or the United District Court for the Southern District of New York (Manhattan) if your address is located outside of the United States, and (ii) accept service of process from the person who provided the DMCA notice of the alleged copyright infringement.
Please submit your notice to the Designated Agent below:
Navier Legal Department 141 W Jackson Blvd, Floor 42 Chicago, IL 60604 USA
Email: support@navier.com
In the event that Navier receives a counter-notice in compliance with the above requirements, Navier will provide the person who submitted the DMCA copyright infringement notice with a copy of the counter-notice, informing them that Navier will replace the removed material in ten (10) business days from the date of the counter-notice unless Navier first receives notice from the person who submitted the DMCA copyright infringement notice that they have filed an action seeking a court order to restrain the allegedly infringing activity.
PLEASE NOTE THAT NAVIER INTENDS TO COMPLY WITH ALL PROVISIONS OF THE DIGITAL MILLENNIUM COPYRIGHT ACT, BUT WILL NOT UNILATERALLY TAKE RESPONSIBILITY FOR POLICING AND REMOVING MATERIAL THOUGHT TO BE INFRINGING.
18. Severability
Except as provided herein, if any part or parts of these Terms (including the Arbitration Agreement) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Terms (including the Arbitration Agreement) shall continue in full force and effect.
19. Survival of Arbitration Agreement
This Arbitration Agreement will survive the termination of your relationship with Navier.
20. Severability
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.
21. Entire Agreement
These Terms comprise the entire agreement between you and Navier relating to your access to and use of the Site and Services, and supersede any and all prior discussions agreements, and understandings of any kind. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.