Summary of the Agreement:
Welcome! This User Agreement and Terms ("Terms") constitutes a contract between you and cLabs, Inc. d/b/a Celo Core Co. ("Celo Core Co." or "Company," and including all affiliates and subsidiaries) and applies to your use of any Celo Core Co. products or services, and other features, technologies and functionalities offered by the Company to you through a website or through other means (the "Celo Core Co. Services."). The Celo Core Co. Services are provided to you subject to these Terms as well as the Celo Core Co. Privacy Policy available at https://clabs.co/privacy, incorporated by these Terms by this reference. Unless otherwise precluded by applicable law, these Terms take precedence in the event of any conflict with the Celo Core Co. Privacy Policy or any other terms available at clabs.co. Celo Core Co. may, in its sole discretion, modify or revise these Terms at any time, and you agree by your continued use of the Celo Core Co. Services to be bound by such modifications or revisions. You should periodically review the most up-to-date version, as your continued use of the Celo Core Co. Services constitutes your acceptance of such changes.
Eligibility: You must be at least 18 years old and be able to form legally binding contracts to use Celo Core Co. Services. If you are accepting these Terms as an individual, you are accepting and undertaking that you are at least 18 years of age. Further, if you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority or do not agree to be bound by these Terms, you may not access or use Celo Core Co. Services. You can only use Celo Core Co. Services if permitted under the laws of your jurisdiction. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you. Celo Core Co. may refuse to let certain people/entities or devices access or use Celo Core Co. Services and reserves the right to change these eligibility criteria at any time.
CONSUMER NOTICE! Risk of financial loss: CELO and other assets on the Celo blockchain are digital assets and are part of a new asset class and present a risk of financial loss, and you should carefully consider your financial circumstances and tolerance for financial risk, and seek independent advice, if necessary before purchasing either. CELO is the native unit of accounting on the Celo blockchain which serves as a utility and governance asset for the Celo community. Celo Core Co. does not own, direct, or control the Celo blockchain, protocol, or community.
Limitations: Celo Core Co. Services may facilitate your interaction with the Celo blockchain, while you remain in full control of, and always responsible for, your own digital keys and assets. CELO CORE CO. DOES NOT COLLECT OR HOLD YOUR PRIVATE KEYS, AND CELO CORE CO. CANNOT ACCESS ACCOUNTS; RECOVER KEYS, PASSWORDS, OR OTHER INFORMATION; RESET PASSWORDS; OR REVERSE TRANSACTIONS. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF CELO CORE CO. SERVICES, INCLUDING, WITHOUT LIMITATION, FOR STORING, BACKING-UP, AND MAINTAINING THE CONFIDENTIALITY OF YOUR KEYS, PASSWORDS, AND INFORMATION, AND FOR THE SECURITY OF ANY TRANSACTIONS YOU PERFORM USING CELO CORE CO. SERVICES. YOU EXPRESSLY RELIEVE, RELEASE AND INDEMNIFY CELO CORE CO. FROM AND AGAINST ANY AND ALL LIABILITY AND/OR LOSS ARISING FROM YOUR USE OF CELO CORE CO. SERVICES. When using Celo Core Co. Services, you are strongly advised to take precautions in order to avoid loss of access to and/or control over your wallet. Once transaction details have been submitted to the Celo blockchain, Celo Core Co. cannot assist you to cancel or otherwise modify your transaction. Celo Core Co. has no control over the Celo blockchain and does not have the ability to facilitate any cancellation or modification requests. You acknowledge and agree that you are solely responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), secret keys or any other codes that you use to access Celo Core Co. Services ("Your Credentials"). Any loss or compromise of Your Credentials may result in unauthorized access to your digital assets by third-parties and the loss or theft of such digital assets. Celo Core Co. assumes no responsibility for any loss that you may sustain due to compromise of Your Credentials. You shall have no recourse against Company, its subsidiaries, affiliates, employees, directors or officers for any liabilities of any type incurred by you and/or any of your affiliates as a result of the use, resale or distribution of any digital assets. You will not violate any laws when using Celo Core Co. Services, including any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use Celo Core Co. Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, illegal gambling, child labor, fraud, human trafficking, money laundering, or terrorist activities. You further agree not to encourage or induce any third party to engage in any such activities using any Celo Core Co. Service. Any such activity detected by, or reported to, Celo Core Co. may be reported to relevant authorities pursuant to the Company's compliance policies. You will not distribute any virus or other harmful computer code through any Celo Core Co. Service. You also agree to not take any action that may impose an unreasonable or disproportionately large load on Celo Core Co. or any of its related third party providers' infrastructure. You will not bypass, circumvent, or attempt to bypass or circumvent any measures that Celo Core Co. may use to prevent or restrict access to Celo Core Co. Services. Any use of Celo Core Co. Services other than as specifically authorized in these Terms, without prior written permission from Celo Core Co., is strictly prohibited. Celo Core Co. reserves its right to terminate your user status and use of all Celo Core Co. Services if you misuse the Celo Core Co. Services or website(s), or violate these Terms. Digital assets, including Celo digital assets, are not legal tender, and are not backed by any government nor subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections, or other such similar regulations. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of digital assets. And transactions in digital assets may be irreversible and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some digital asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the transaction is initiated. The value of digital assets, including Celo assets, may be derived from the continued willingness of market participants to exchange fiat currency for digital assets, which may result in the potential for permanent and total loss of value of a particular digital asset should the market for that virtual currency disappear. And there is no assurance that a person who accepts digital assets as payment today will continue to do so in the future. The volatility and unpredictability of the price of digital assets relative to some fiat currencies may result in significant loss over a short period of time. And the nature of virtual currency may lead to an increased risk of fraud or cyber-attack.
Celo Core Co. Responsibilities: Celo Core Co. is not a regulated financial institution and does not provide or offer insurance cover to users. Celo digital assets may be ascribed value by third parties (either by way of a cash valuation, or a valuation expressed in other digital assets). Celo Core Co. makes no representations or warranties about any valuation ascribed to any digital assets, which depend entirely on the opinions of third parties. Celo Core Co. shall have no liability for any fluctuations in the value of any digital assets. Celo Core Co. shall not be obliged to purchase or repurchase any digital assets nor to redeem such digital assets for cash. Celo Core Co. does not offer the users any returns or profits in connection with or arising from such digital assets.
Fees: Celo Core Co. does not currently charge any fees for the Celo Core Co. Services pursuant to these Terms. However, Celo Core Co. reserves the right to do so in the future and, in such case, any applicable fees will be displayed prior to you using any service to which a fee applies.
Taxes & Regulatory Approvals: It is your sole responsibility to determine whether, and to what extent, any taxes or regulatory (including exchange control) approvals apply to any transactions you conduct. Company is not responsible for any taxes or regulatory approvals that you may be legally obligated to pay or obtain in any jurisdiction in which such taxes or regulations are incurred or arise. You agree that Celo Core Co. is not responsible for determining whether taxes or regulatory approvals apply to you or for collecting, reporting, withholding, or remitting any taxes or seeking any regulatory approvals arising from any digital asset-related transactions. We suggest you analyze the tax enforcement with your accounting advisors.
CONSUMER NOTICE! Disclaimer & Limitation of Liability: YOUR USE OF CELO CORE CO. SERVICES IS AT YOUR OWN RISK. ALL CELO CORE CO. SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CELO CORE CO. NOR ANY PERSON OR ENTITY ASSOCIATED WITH CELO CORE CO. MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF ANY CELO CORE CO. SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER CELO CORE CO. NOR ANY PERSON OR ENTITY ASSOCIATED WITH CELO CORE CO. REPRESENTS OR WARRANTS THAT ANY CELO CORE CO. SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE APPLICATION, SITE OR THE SERVER THAT MAKES CELO CORE CO. SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT CELO CORE CO. SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
CELO CORE CO. HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT WILL CELO CORE CO., ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, CELO CORE CO. SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON CELO CORE CO. SERVICES OR SUCH OTHER WEBSITES, OR ANY SERVICES OFFERED THROUGH THE CELO CORE CO. SERVICES OR SUCH OTHER APPLICATIONS OR WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. The limitations and disclaimers in this section do not purport to limit liability or alter your rights beyond what is permitted by applicable law. Celo Core Co.'s liability shall be limited to the extent permitted by law. Celo Core Co. is based in the State of California in the United States and makes no claims that Celo Core Co. Services or any related content is accessible or appropriate outside of California. Where applicable, Celo Core Co. Services are deemed provided in the State of California. Access to Celo Core Co. Services may not be legal by certain persons or in certain places. If you access Celo Core Co. Services from outside California, you do so on your own initiative and are responsible for compliance with local laws. Celo Core Co. Services may be translated into a variety of languages, but because Celo Core Co. can only verify the validity and accuracy of the information provided in English, the English version of any Celo Core Co. Services is the official text. CONSUMER NOTICE! By entering into these Terms, You agree to release and hold harmless the Company and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers, and directors from any liability, illness, injury, death, loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not, from: (i) your acceptance, possession, use, or misuse of any Celo Core Co. Services; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, smart phone, cable, network, hardware, or software, or other mechanical equipment; (iii) the unavailability or inaccessibility of any transmissions, telephone, or Internet service; (iv) unauthorized human intervention in any part of Celo Core Co. Services; (v) electronic or human error with the Celo Core Co. Products or Services.
Disputes & Arbitration Agreement: Disputes between you and Celo Core Co. regarding any Celo Core Co. Services may be reported to customer service online through support@clabs.co at any time. UNLESS EXPRESSLY PRECLUDED BY APPLICABLE LAW, ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION PURSUANT TO THIS "ARBITRATION AGREEMENT". Before either party may seek arbitration, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Celo Core Co. should be sent to: legal@clabs.co. After the Notice is received, you and Celo Core Co. may attempt to resolve the claim or dispute informally. If you and Celo Core Co. do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled. Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with these Terms. The AAA Consumer Arbitration Rules ("Arbitration Rules") governing the arbitration are available online at www.adr.org. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. Dollars (US $10,000) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. Dollars (US $10,000) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in the city of San Francisco, California, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. There are only two exceptions to this Arbitration Agreement. First, if Celo Core Co. reasonably believes that you have in any manner violated or threatened to violate Celo Core Co.'s intellectual property rights, Celo Core Co. may seek injunctive or other appropriate relief in any court of competent jurisdiction. Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in San Francisco, California if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, you agree to submit to the personal jurisdiction of the courts located within San Francisco, California for the purpose of litigating such claims or disputes. TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST CELO CORE CO. AND/OR RELATED THIRD PARTIES.
Privacy Policy: All use of the Celo Core Co. Services is subject to the terms of the Privacy Policy and the applicable privacy laws. By accepting these Terms, you represent that you have also consented to the Privacy Policy. If you are required by applicable law to expressly consent separately to the Privacy Policy, you may not use the Celo Core Co. Services unless you have independently read and consented to the Privacy Policy. To read the Privacy Policy, click here. Subject to the Privacy Policy, technical information about your devices and related software, hardware and peripherals is collected by Celo Core Co. and used to enable improvement to products and to provide Celo Core Co. Services to you. Where not precluded by applicable law, by accepting these Terms, you agree that Celo Core Co. may contact you from time to time by email, telephone or SMS with information about goods or services that may be of interest to you. You will have the possibility to opt-out from such notifications and/or contacts. Celo Core Co. Services may contain links to other independent third-party websites not under control of Celo Core Co., and Celo Core Co. is not responsible for and does not endorse their content or their privacy policies (if any).
SMS Considerations and Agreement: You understand that your wireless service provider(s) may charge you for each text message, including any error message, that is sent and/or received in connection with Celo Core Co. Services. It is recommended that you consult with your wireless service provider's pricing plan for any applicable details. By using Celo Core Co. Services, you are solely responsible for any wireless charges.
Third Parties: Celo Core Co. Services may contain links to third-party websites and/or applications, or employ the use of API integrations to third-party applications ("Third-party Applications") that are not owned or controlled by Celo Core Co. Access to and use of any Third-party Applications is at your own risk and Celo Core Co., nor its directors, employees, partners, agents, suppliers, or affiliates is not responsible for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of monies, data, use, goodwill, or other intangible losses, resulting from: (a) your access to or use of or inability to access or use Third-party Applications; (b) any conduct or content of the Third-party Applications; (c) the accuracy or reliability of information on Third-party Applications; (d) the acts or omissions of the operators of Third-party Applications (or their partners or affiliates); (e) any loss or damage incurred in connection with the use of any Third-party Applications; (f) any transaction you consummate in connection with your use or access of any Third-party Applications; or (g) any unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Celo Core Co. has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Please be aware when you utilize these Third-party Applications, and read the terms and privacy policy of each Third-party Application that you utilize. Celo Core Co. provides these links and integrations merely as a convenience, and the inclusion of such links and integrations does not imply an endorsement. By using Celo Core Co. Services, you expressly release Celo Core Co. from all liability arising from your use of any Third-party Applications.
Intellectual Property: In consideration for you agreeing to abide by these Terms, Celo Core Co. grants you a limited, personal, non-commercial, non-exclusive, non-transferable, and revocable license to use Celo Core Co. Services, subject to these terms, the Privacy Policy, and any applicable app store rules. Unless otherwise provided, Celo Core Co. exclusively owns the Content. Your use of the Celo Core Co. Services does not grant you any right, title, or interest in the Content. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or, in any other way, exploit any of the Content, in whole or in part, and you will comply with all technology control or export laws and regulations that may apply to the technology used or supported by any Celo Core Co. Service. You acknowledge and agree that any feedback, comments or suggestions you may provide regarding Celo Core Co. Services will be the sole and exclusive property of Celo Core Co., and you hereby irrevocably assign to us all of your right, title and interest in and to the foregoing. Celo Core Co. reserves the right to discontinue any aspect of any Celo Core Co. Service at any time.
Content Posted by Users: When using Celo Core Co. Services, you may have the ability to post content (e.g., payment descriptions, business description, comments and/or photos). You are solely responsible for all content that you provide, post, upload or submit. Celo Core Co. is not responsible for evaluating the accuracy, truthfulness, usefulness, legality, safety, morality or applicability of any content posted by users on any Celo Core Co. Service. Celo Core Co. does not endorse, guarantee, make representations or provide warranties regarding any such content. Celo Core Co. may, in its sole discretion, reject or remove any content that violates the Community Code of Conduct or for any other reason Celo Core Co. deems the content inappropriate. Celo Core Co. shall have no obligation to monitor content posted, uploaded or submitted by a user, but may do so at its sole discretion. Celo Core Co. is not responsible for any failure or delay in removing any such content. You may not post, submit or transmit any content that violates Community Code of Conduct or any content that is:
false, misleading, deceiving, inaccurate or dishonest;
defamatory or invasive of another person's right of privacy or right of publicity;
harmful, obscene, harassing, abusive, offensive, objectionable, violent or condoning violence or harm, displaying nudity or sexual activity, or otherwise unfit for publication;
inciting hatred of individuals or groups based on race or ethnic origin, religion, nationality, disability, gender, age, veteran status, or sexual orientation/gender identity; portraying or inciting animal cruelty or neglect;
illegal, such as criminal activity, terrorism, obscenity, child pornography, human exploitation, gambling, drug use, firearms or ammunition, and piracy;
infringing intellectual property or other proprietary rights of any party, or not authorized, such as content that you did not create or do not have the permission to use;
creating a privacy or security risk to any person;
spam, letters or pyramid schemes; or
in Celo Core Co.'s sole discretion, objectionable or exposes users to harm or liability.
Please report inaccurate, inappropriate or offensive content, policy violations or other violations to support@clabs.co.
CONSUMER NOTICE! Indemnity: You agree to defend, indemnify and hold harmless Celo Core Co., its officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from your use of and access to Celo Core Co. Services, or your violation of these Terms. This defense and indemnification obligation will survive these Terms and your use of the Celo Core Co. Services.
Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Celo Core Co. without restriction.
Governing Law, Venue & Jurisdiction: To the extent the parties are permitted under these Terms to initiate litigation in court, both you and Celo Core Co. agree that all claims and disputes, including statutory claims and disputes, arising out of or relating to Celo Core Co. Services, including the Terms, shall be governed in all respects by the substantive law of the state of California, without regard to its conflict of law principles. Where not precluded by applicable law, you and Celo Core Co. hereby consent to submit to the jurisdiction of the federal and state courts sitting in the state of California for any actions, suits, or proceedings arising out of or relating to the Agreement, including the Terms, that are not subject to the Arbitration Agreement.
YOU AND CELO CORE CO. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO CELO CORE CO. SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED TO THE EXTENT PERMITTED BY LAW.
Discontinuance of Services: Celo Core Co. may, in its sole discretion and without cost to you, with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of Celo Core Co. Services. Celo Core Co. shall not be held responsible or liable for any loss of digital assets in the event that Celo Core Co. discontinues or depreciates any Celo Core Co. Services.
Entire Agreement, No Waiver & Severability: These Terms, the Privacy Policy, any other legal notices published by Celo Core Co. shall constitute the entire agreement between you and Celo Core Co. concerning Celo Core Co. Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Celo Core Co.'s failure to exercise or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.
Force Majeure. Celo Core Co., its directors, officers, agents and employees, shall not be liable to you as a result of any delay or failure to perform its obligations under these Terms arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God or interruptions, loss or malfunctions of utilities, communications or computer software and other event amounting to force majeure.
