Legal

Business User Agreement

Last updated: 2023-07-14

This Business User Agreement (Agreement) is a contract between you (you or your) and Brale Inc. (we, us, or Brale) that applies to your creation and use of an account (the Account) to access any services that may be offered by Brale from time to time (the Services). By signing up for an Account or using a Service, or by obtaining, holding, or using a Digital Asset issued by Brale, you agree that you have read, understand, and accept all of the terms and conditions contained in this Agreement, including our Privacy Policy and Terms of Service. In the event of any conflict between the terms and conditions of this Agreement and any other terms and conditions, the terms and conditions of this Agreement shall control. In addition to this Agreement, you may have to agree to additional terms and conditions to use your Account or the Services. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account.

We may amend this Agreement at any time by posting a revised version on brale.xyz/legal or any other website we maintain for the purposes of providing the Services or Accounts. Amendments to this Agreement are effective at the time we post them and your continued use of your Account or the Services constitutes acceptance of any amendments. Accounts must be used in accordance with this Agreement.

Brale is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. You acknowledge that Digital Assets and fiat, if any, held in your Account are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

Brale does not provide investment, tax, or legal advice. You should consult your legal or tax professional regarding your specific situation. Brale may provide educational information about Digital Currency through means that may include, but are not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on this website or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such.

PLEASE NOTE THAT SECTION 10 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THIS AGREEMENT, YOU AGREE TO RESOLVE ALL DISPUTES, EXCEPT AS OTHERWISE SET FORTH IN SECTION 10, THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THE DISPUTE DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN COLLECTIVE ACTION, WHETHER THAT BE A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION.

  1. IMPORTANT DEFINITIONS

    Applicable Laws means all applicable local, state, and federal statutes, ordinances, rules, regulations, and other binding law in effect from time to time, and all applicable orders, judgments, decisions, rules, policies, opinions, attorney general opinions, or guidelines passed or issued by any Governmental Entity or any competent court, including, without limitation, regarding U.S. securities laws and regulations, Bank Secrecy Act/Anti-Money Laundering Laws, Applicable Privacy Laws, state money transmission statutes, the DFS’ statutes and regulations concerning virtual currency business activity, Sanctions Laws, unclaimed property laws, the Electronic Fund Transfer Act and its implementing regulations, and any other applicable regulations or operating rules relating to a Party or its users, as the case may be, or its products and services.

    Applicable Privacy Laws means all Applicable Laws concerning privacy, data security, or data protection or personally identifiable information that apply to you or Brale and their activities under this Agreement, including the Gramm-Leach-Bliley Act and its implementing regulations.

    Blockchain means software operating a distributed ledger which is maintained by a network of computers, and that records all transactions in a Digital Asset in theoretically unchangeable data packages known as blocks, each of which are timestamped to reference the previous block so that the blocks are linked in a chain that evidences the entire history of transactions in the Digital Asset.

    Digital Asset means any digital currency, app coin, stablecoin, or protocol token that is accessible through a cryptographic protocol maintained by a computer network.

    Private Key means a string of data that permits access to a Smart Contract or Digital Asset Wallet.

    Sanctions Laws means any law or regulation related to economic sanctions imposed, administered, or enforced by the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of State, the European Union or any of its member states, the United Nations, His Majesty’s Treasury of the United Kingdom, or any other governmental sanctions authority.

    Smart Contract means an automated software program deployed on a Blockchain that may be used to enforce or self-execute instructions related to the creation, generation, or properties of a Digital Asset.

  2. CREATING YOUR ACCOUNT
    1. Eligibility. Accounts are available only to incorporated businesses registered and located in the United States where Brale is authorized to do business. By creating an Account, you represent and warrant that (a) you are duly organized and validly existing under the Laws of the jurisdiction in which you are organized; (b) you have full power and authority, and have obtained all approvals, permissions and consents necessary, to enter into this Agreement, to perform its obligations, and to grant the rights hereunder; (c) this Agreement is legally binding upon you and enforceable in accordance with its terms; (d) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which you are a party or by which you may be bound; (e) your activities and utilization of the Services shall be in compliance with all Applicable Laws; (f) you have appropriate training, sophistication, expertise and knowledge necessary to make informed decision regarding trading in Digital Assets and use of the Services; (g) you have provided accurate information regarding the jurisdiction(s) in which you operate and are incorporated and shall promptly notify Brale of any change in such jurisdiction(s); (h) you are not an individual or sole proprietor, and will not use the Services for personal, family, or household purposes; and (i) you are not engaged in Prohibited Activities (defined below).
    2. Access and Account Setup. We may, in our sole discretion, refuse to open an Account, suspend or terminate any Account, and suspend or terminate all or a portion of the Services. You agree that any information you provide to Brale to create your Account is true and accurate at the time you create your Account and you agree to update that information from time to time to ensure it remains true and accurate at all times. If you fail to update this information, we may suspend or terminate your Account. You authorize us to share this information in accordance with our Privacy Policy.
    3. Access and Account Setup. The Services will be provided only after your successful completion of the Account acceptance process, as determined in our discretion. To complete the acceptance process, you agree to provide us with information and documents necessary for our compliance with Applicable Laws, including without limitation the Bank Secrecy Act and those relating to AML, KYC, counter-terrorist financing, sanctions screening requirements, or any other legal obligations, in each case, as determined in our sole discretion. Upon your successful completion of the Account acceptance process, we will provide you with access privileges that permit you to access the Services. You will identify a unique administrative identifier that will be used to set up your Account. You agree to limit access to your Account to authorized persons within your organization.
    4. Security. You are solely responsible for the activity that occurs on your Account and for keeping your Account passwords secure. You agree to never use another person’s Account or registration information or to provide your Account or registration information to another person or organization for any reason without our written permission. You are responsible for the acts or omissions of any person, including any authorized or unauthorized person, who accesses your Account or the Services using passwords or access procedures provided to or created by you. You agree to promptly notify us of any discovered or otherwise suspected breach of security or unauthorized use of your Account.
    5. Consent to Verification. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. What this means for you: When you create an Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a form of identification with your photograph or other identifying documents. You will need to complete verification procedures before you are permitted to use the Services and may be required to complete additional verification procedures at any other time we deem necessary. You consent to us accessing, processing, and retaining any information you provide to us for the purpose of us providing the Services to you. You can withdraw your consent at any time by closing your Account with us, however we may retain and continue to process your information if we reasonably believe it is necessary in order to comply with Applicable Laws. You confirm that any information you provide to us is accurate and authentic and that you have the authorization to provide it to us. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. We reserve the right to monitor, review, retain, and disclose any information as necessary to satisfy any Applicable Laws, regulation, sanctions programs, legal process, or governmental request.
    6. Acknowledgments. You agree and acknowledge that (i) Brale has no control over the Blockchains and markets in which Digital Assets are purchased and makes no guarantee of their functionality, security, or availability; (ii) the decentralized governance of Blockchains could, among other things, lead to delays, conflicts of interest, or operational decisions, including sudden changes in operating rules, that may impact you or your Digital Assets; and (iii) you are solely responsible for the fulfillment of your obligations to your users, Brale is not the provider of Services to your users through this Agreement and has no liability to your users for any of the Services or any goods or services that may be sold by you.
  3. USING YOUR ACCOUNT
    1. Hosted Digital Asset Wallet. Brale provides qualifying Accounts access to a hosted wallet for storing Digital Assets (a Digital Asset Wallet). You may store supported Digital Assets in your hosted Digital Asset Wallet. You retain ownership of such Digital Assets. Brale maintains control over the Private Keys associated with the Digital Asset Wallet. As owner of supported Digital Assets in your Digital Asset Wallet, you agree that you bear all risk of loss of such Digital Assets.

      Transfers from your Brale hosted Digital Asset Wallet are executed at your instruction by us. Erroneously transmitted funds will be lost. Brale shall bear no liability or responsibility in the event your instructions contain an incorrect Blockchain destination address or if you send Digital Assets to an incompatible recipient destination. Digital Asset transfers cannot be reversed. We may refuse to process or cancel requested or pending transfers as required by Applicable Laws. You agree that we incur no obligation whatsoever with regard to unsupported Digital Assets sent to a Brale hosted Digital Asset Wallet and such Digital Assets may be lost. We may in our sole discretion terminate support for any particular Digital Asset at any time and without notice to you. If you hold such Digital Asset in a Brale hosted Digital Asset Wallet after we terminate our support for such Digital Asset, then such Digital Assets may be lost and you agree that Brale holds no liability with respect to such loss. We may require you to wait some amount of time before permitting you to engage in transactions beyond certain volume limits.

      We have no duties or responsibilities with respect to Brale hosted Digital Asset Wallets other than those that are specifically set forth in this Agreement. No provision of this Agreement shall require Brale to expend or risk our own funds, property, or otherwise incur any financial liability, in the performance of our duties hereunder.

    2. Digital Asset Issuance and Redemption. Brale provides qualifying Accounts access to purchase and redeem supported Digital Assets. We may in our sole discretion terminate support to purchase and/or redeem any Digital Asset. We reserve the right to delay or halt purchases and redemptions to comply with Applicable Laws, in times of unusual market conditions, or for any other reason in our sole discretion.

      Brale shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from customer support. Brale shall not be liable for any alleged losses that you suffer from a drop in Digital Asset values or prices.

    3. Digital Asset Creation. Brale provides qualifying Accounts the ability to create new Digital Assets on supported Blockchains (each, a Creator Digital Asset). We may, in our sole discretion, make any Creator Digital Assets available to you and/or other Account holders in connection with Services offered to them by Brale. To the extent permitted by Applicable Law, we have no duties or responsibilities to maintain any Creator Digital Asset and may modify the properties and availability of any Creator Digital Asset at any time at our discretion. You agree and acknowledge that by creating a Creator Digital Asset, Brale shall take all actions it determines are necessary, including deploying or revising one or more Smart Contracts to supported Blockchains in a manner that may be irreversible.
    4. Digital Asset Reserves. Brale provides qualifying Accounts the ability to store certain assets that back the value of Creator Digital Assets (Reference Assets). All Reference Assets are generally held in one or more accounts titled in the name of Brale. You acknowledge that Brale may, in its sole discretion, hold Reference Assets in various instruments, and that you are not entitled to any returns that may be earned on such instruments. To the extent permitted by Applicable Law, Brale shall not be responsible for the maintenance of Reference Assets and shall not be responsible for any loss of Reference Assets for any reason.

      By using the Services to store Reference Assets, you acknowledge that Brale may hold those Reference Assets until such time as the related Creator Digital Assets are tendered to us. If Brale determines, in its sole discretion, that it is unable to continue storing Reference Assets for your Creator Digital Assets, you shall make arrangements to ensure the ability to continue to perform redemptions such that there is a continuity of service for redemptions in compliance with Applicable Law.

    5. Transaction Limits. Brale reserves the right to establish and change the deposit, withdrawal, storage, transfer, and velocity limits on your Account that are applicable to any usage of your Account or the Services as we deem necessary.
    6. Support. You may contact our support team at [email protected] with any requests or questions related to your Account or the Services, or to report any violations of this Agreement.
    7. Terminating Your Account. If you desire to terminate your Account, please contact [email protected]. If your Account holds a balance, we may require that you provide instructions as to where to transfer that balance prior to closing your Account.
    8. Dormant Accounts. If you terminate your Account and fail to provide instructions for any remaining balance, we may be required by Applicable Law to deem the funds to be abandoned after a certain period of inactivity (a Dormant Account). Where required by Applicable Law, we will attempt to notify you if we believe your Account is a Dormant Account. If you do not respond to such attempts to notify you by providing instructions as to how to handle your remaining balance, we will deliver them to the appropriate government authority. If we do not have sufficient information from you to determine your state of residence, we will deliver your balance to the Iowa Treasurer of State.
  4. PAYMENTS
    1. Fees. Brale may charge fees in connection with your usage of your Account or the Services. A description of the fees charged by Brale can be found within your Account. By holding an Account and using our Services, you agree to pay all applicable fees and expenses, including any additional taxes, levies, duties or similar governmental assessments of any nature (Tax). If we determine that we have a legal obligation to pay or collect Tax for which you are responsible, you agree to pay this amount to us. We reserve the right to adjust our pricing and fees at any time and may net these fees out of transfers to or from Brale at our discretion.
    2. Payment Terms. All amounts due under this Agreement shall be paid in full (without deduction, set-off or counterclaim) within ten (10) days of when we bill you, payable in US dollars. If payment of any amounts due hereunder are not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by Applicable Laws and you will pay all reasonable expenses of collection. If any past due payment has not been received by Brale within ten (10) days from the time such payment is due, Brale may suspend your access to your Account and/or the Services until such payment is made.
    3. Right to Set Off. You agree that Brale is authorized, without prior notice and both before and after demand, to set off the whole or any part of your liabilities or other amounts payable to Brale, against any sums held by Brale and owed to you, whether under this Agreement or any other agreement between Brale and you. You agree that (i) Brale is entitled to convert or exchange any Digital Assets owned by you and held by Brale, and is authorized to effect any such conversions at the then prevailing exchange rate; and (ii) if your liability is contingent and/or unliquidated, then Brale may set off the amount it estimates in good faith will be the liquidated amount.
  5. UNAUTHORIZED TRANSACTIONS AND ERROR RESOLUTION
    1. Compliance with Laws. You shall only use your Account and the Services for lawful and legitimate purposes and you will at all times comply with all Applicable Laws.
    2. Prohibited Activities. You shall not use your Account or the Services to directly or indirectly: (i) engage in illegal or fraudulent activities; (ii) benefit any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control (OFAC); or (iii) engage in transactions that are illegal, unethical, or that Brale reasonably believes could harm Brale’s reputation, business, or interests (in aggregate, Prohibited Activities).

      In addition to the above Prohibited Activities, Brale reserves the right to suspend your Account or terminate this Agreement in the event that you are using your Account or the Services to conduct any activity we determine to be high risk or to expose us or other Brale clients to an unacceptable level of risk. If we learn or suspect that you are using your Account or the Services for any illegal or fraudulent purpose, we may share your information with any government or regulatory authority, financial institution, or law enforcement agency we deem necessary to fulfill our obligations to comply with Applicable Laws.

    3. Notification of Account Errors. Contact us immediately at [email protected] if you believe that (i) your Account has been accessed without your authorization; (ii) a transaction has occurred that you did not authorize; (iii) a transaction has been processed incorrectly to or from your Account; or (iv) your Account transaction history made available to you contains an error (each, an Error). For clarity, if you give a third party access to your Account and that person conducts transactions you did not anticipate, these transactions are not Errors. You must notify us within fourteen (14) days after the Error first appeared in your transaction history. If you do not notify us within fourteen (14) days, then you will not be covered by the protections of this Section 5.
    4. Required Information for Notice. When you notify us of the Error, you must provide: (i) Your name; (ii) the nature of the suspected Error and why you believe it is an Error; and (iii) the dollar amount of the Error. In connection with investigating an Error, we may need to request further information from you regarding the circumstances of the Error. If you do not provide such additional information, it may inhibit our ability to resolve your issue or limit your rights under this Section 5.
    5. Investigation of Errors. We will typically determine whether an Error occurred within ten (10) business days after you notify us and provide all required information in Section 5.4. If we need more time, we may take up to 45 days to investigate but we will credit your Account within ten (10) business days for the amount of the suspected error. For Errors involving new Accounts, we may take up to 90 days to investigate and may take up to 20 business days to credit your Account. We will tell you the results of our investigation within 3 business days after completing our investigation. If we determine there was no Error, we will provide you a written explanation. If we have credited your Account and determine that your claim of an Error is not valid, the amount credited will be debited from your Account.
  6. YOUR LIABILITY
    1. Your Liability. You are responsible for all reversed or failed transactions, fees, claims, fines, penalties, and other liabilities incurred by Brale arising from your use of your Account or the Services or any breach of this Agreement. Without limiting the foregoing, you agree to reimburse Brale for any liability relating to a transaction that: (i) is reversed in accordance with our risk management policies; (ii) is reversed in accordance with Applicable Laws, including without limitation, by ACH return (as that term is defined under the Nacha Rules), (iii) fails due to your error; (iv) fails due to the provision of inaccurate information; or (v) is canceled or rejected by you or the recipient or sender, or your or their bank or credit union (each, a Reversal).
    2. Actions We May Take. To recover any amounts lost due to a Reversal, you authorize Brale to debit your Account for such amount. Additionally, at our option, we may suspend your Account or engage in collection activities. For all other liabilities or if Brale determines, in our sole discretion, that you have breached this Agreement or that your Account or use of the Services presents a risk or other threat to Brale, Brale’s clients, or the Brale Services, or if we are unable to verify your identity, we may take any of the following actions (without limiting or foregoing any other remedies available to us under the law or the terms of this Agreement):
      • Suspending your access to your Account or the Services;
      • Closing your Account;
      • Contacting your bank or credit union, contacting law enforcement or other third parties impacted by your activities;
      • and Taking legal action against you.
  7. CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS
    1. Communications. By opening an Account or using the Services, you consent to receive all communications, terms, disclosures, notices, and statements (Communications) from Brale electronically and you confirm that you can access, receive and retain such Communications. Brale will provide Communications by posting them on brale.xyz or by emailing them to you at the email address you provided when opening or updating your Account.
    2. Receipt of Notices. A Communication to you will be deemed to have been received twenty-four hours after we have posted it to our website or emailed it to you.
    3. Delivery Requirements. In order to access and retain our Communications you will need: a computer or mobile device that is Internet-enabled, a valid email address, Internet connectivity, and a web browser which includes 128-bit encryption, with cookies and javascript enabled.
    4. Withdrawing Consent. You may withdraw your consent to receive Communications electronically by contacting us at [email protected]. Because the nature of the Services requires delivery of Communications electronically, we may close your Account upon receipt of notice of your intent to withdraw such consent.
  8. INTELLECTUAL PROPERTY
    1. Covered Intellectual Property. All rights in intellectual property owned by Brale or its partners (Covered Intellectual Property) not expressly granted to you in this Agreement are reserved. You shall not and shall not allow any third party to use your Account or the Services to: (i) claim or register any Covered Intellectual Property on your behalf or on behalf of others; (ii) import or export any portion of the Services to a person or country in violation of export control laws; (iii) copy, reproduce, post, transmit, resell or distribute the Services or any content or data obtained through the Services or our website; (iv) access or attempt to access non-public Brale information; (v) hack or develop workarounds to any technical limitations placed on your Account; (vi) reverse engineer the Services; (vii) engage in any activity that would interfere with or affect Brale’s ability to provide the Services, including sending an unreasonably large number of requests in quick succession; or (viii) attempt any of the foregoing.
    2. License to Brale. You grant Brale a worldwide, non-exclusive, royalty-free license to (a) use, copy, access, process, reproduce, perform, display, distribute and transmit the name, logos, and trademarks (i) of you; and (ii) those provided by you in the creation of any Creator Digital Assets (collectively, Your Marks) for the purpose of providing the Services to you, including, without limitation, to display the Marks within the your Account and on or in connection with Digital Assets issued using the Services and (b) include Your Marks within lists of those utilizing Brale’s services, both on Brale’s public-facing website and in marketing and promotional materials.
    3. Digital Assets. You acknowledge and agree that Brale owns all rights in and to any Smart Contracts deployed pursuant to this Agreement and their associated Private Keys, and no license or rights are granted to you to the same through this Agreement, by implication, estoppel, or otherwise.
    4. Marketing. Unless otherwise agreed to in writing by Brale, you agree not to use or refer to Creator Digital Assets, Brale, its trademarks, service marks, trade names, logos, or any other intellectual property in any internal or external communications, including but not limited to your website, social media accounts, marketing materials, presentations, reports, or any other form of online or offline communication. This restriction includes, but is not limited to, using such intellectual property in any manner that may suggest an endorsement, sponsorship, or partnership with Brale. No part of this Agreement shall be construed as providing such agreement, in part or in whole.
  9. TERMINATION
    1. By You. You may stop using your Account at any time. You may terminate this Agreement by notifying us at [email protected] that you intend to close your Account.
    2. By Brale. We may close your Account or terminate your access to the Services without liability, for any reason, upon notice to you. Brale reserves the right to modify or terminate any portion of or all of the Services at any time, for any reason.
    3. Effects of Termination. Upon any termination of this Agreement or your access to the Services, or closure of your Account, Brale (i) shall retain all Private Keys and shall not share the same with you, and (ii) may retain your data as required by Applicable Law. For clarity, as a result of Brale’s retention of Private Keys, you may continue to use Digital Assets in their existing state upon termination, but may not modify, update, amend the functionality of, or issue new or existing Digital Assets or Smart Contracts, including for greater certainty those related to any Creator Digital Assets created by you.
  10. DISPUTES
    1. Binding Arbitration. You and Brale (the Parties) agree that any past, present, or future dispute, claim or controversy relating in any way to your Account or use of the Services, or any other relationship or transaction between you and us, will be resolved by binding arbitration as discussed below, and not through litigation in any court. Such disputes are called Claims for purposes of this agreement. This binding agreement to arbitrate applies regardless of whether the dispute is between you and us jointly or separately. This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16. The arbitration shall be conducted by a single neutral arbitrator acting under the administration of United States Arbitration and Mediation, MidWest, Inc., and in accordance with the then-applicable United States Arbitration and Mediation Rules of Arbitration. Unless the Parties agree otherwise, or unless the arbitration administrator’s rules or law require otherwise, the arbitration shall be held in Des Moines, IA. The arbitrator will decide the Claim in accordance with all Applicable Laws, including recognized principles of equity and statutes of limitations, and will honor all privileges recognized by Applicable Laws. The arbitrator will have the authority to award to a Party any damages or relief provided for under Applicable Laws. The arbitrator’s decision shall be final and legally binding, and may be enforced by any court having jurisdiction. If you elect to proceed with respect to any Claim by an individual action in a small claims court, or its equivalent, instead of arbitration, we will not object, however, any such action shall be taken in small claims court in Des Moines, Iowa. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator’s rules or Applicable Laws. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If you consider that you are unable to afford any fees or costs that would be yours to pay, you may request that we pay or reimburse them, and we will consider your request in good faith. THE PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. ALL OF THESE JUDICIAL RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS.
    2. Class Waiver; Waiver of Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT NO CLASS ACTIONS OR SIMILAR PROCESS, AND NO JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANY OTHER PERSON OR ENTITY, SHALL BE ALLOWABLE.In arbitration, the arbitrator shall have no authority to entertain any Claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under Applicable Laws, then that question shall be resolved by a court rather than by an arbitrator; and to the extent it is determined that resolution of a Claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. IN THE EVENT THAT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WITH REGARD TO ANY CLAIM.
  11. GENERAL
    1. Indemnity. You agree to defend and hold harmless Brale and our respective officers, directors, agents, employees, affiliates, and suppliers (the Indemnified Parties) against any and all claims, actions, proceedings, and suits by a third party or any inquiry, investigation, or proceeding brought by a regulatory or other governmental body arising from: (a) your violation of this Agreement or any other applicable terms or policies of Brale; (b) your use of your Account or the Services; (c) our authorized use of your data or execution of directions issued by you to us; (d) our authorized use of Your Marks; (e) your creation of any Creator Digital Assets (f) disputes related to any acknowledgments made by you in this Agreement; (g) your breach of any representation or warranty set forth in this Agreement; (h) your negligence or willful misconduct; and/or (i) your actual or alleged violation of any third party rights, or any Applicable Laws, regulations or rules, and to indemnify the Indemnified Parties for settlement amounts or damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) awarded and arising out of such claims.
    2. Limitation of Liability. IN NO EVENT SHALL BRALE, OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (A) THIS AGREEMENT, (B) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF YOUR ACCOUNT OR THE SERVICES, OR THE COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR (C) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER BRALE OR OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF BRALE OR OUR AFFILIATES AND THE LIABILITY OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS EXCEED THE FEES BRALE HAS RECEIVED FROM YOU THROUGH YOUR USE OF THE SERVICES DURING THE PREVIOUS 12 MONTHS. BRALE AND OUR AFFILIATES SHALL NOT BE JOINTLY LIABLE FOR ANY MATTERS HEREUNDER. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
    3. No Warranty. YOUR ACCOUNT AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE SERVICES IS AT YOUR OWN RISK. BRALE , OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER BRALE NOR OUR AFFILIATES REPRESENTS OR WARRANTS THAT YOUR ACCOUNT OR THE SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BRALE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER BRALE NOR OUR AFFILIATES SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
    4. Force majeure. In the event that Brale is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond its reasonable control including, without in any way limiting the generality of the foregoing, fire, explosion, earthquake, storm, flood, strike, war, insurrection, riot, act of God or the public enemy, failures in any telecommunications, network or other service or equipment that are not within our reasonable control, unauthorized access, breach of firewalls or other hacking by third parties, instructions of Government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement), our performance shall be excused or extended for the period of delay or inability to perform due to such occurrence. In such an event, Brale may suspend or terminate your Account and your access to the Services.
    5. Assignment. You may not transfer or assign any rights or obligations you have under this Agreement, in whole or in part. Brale reserves the right to transfer or assign any or all rights or obligations under this Agreement at any time. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of each party hereto.
    6. Governing Law. You agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Unless waived by Brale in its sole discretion, exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in New Castle County, Delaware, and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
    7. Complete Agreement; No Waiver. This Agreement, along with any applicable terms and policies of Brale, constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is in English only, which language shall be controlling in all respects.
    8. Survival. Sections 4 (Payments), 6 (Your Liability), 7 (Consent to Receive Electronic Communications), 8 (Intellectual Property), 10 (Disputes), and 11 (General), as well as any other terms which by their nature should survive, will survive the termination of this Agreement.