Last Updated October 30, 2020
Welcome, and thank you for your interest in the Adnales cap table management service on the Provenance blockchain (collectively, the “Service”) that is being made available by Figure Technologies, Inc. and its affiliates (collectively, “Figure,” “we,” or “us”). These Terms of Service (these “Terms”) form a legally binding agreement between Figure and you regarding your access and use of the Service. If you are accessing the Service as a shareholder or other authorized user of an Adnales customer (“Company”), then your use of the Service is also subject to the terms of the Master Subscription Agreement between Figure and the Company (“MSA”). To the extent that the MSA expressly supersedes these Terms or sets forth conflicting terms and conditions regarding authorized end users’ access and use of the Service, then the terms and conditions of the MSA will control.
You represent and warrant to us that: (a) your information is accurate and that you will keep it accurate and up to date at all times; (b) you are solely responsible for maintaining the confidentiality of your account on the Service; and (c) you accept responsibility for all activities that occur under your account. When you register, you will also be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org Opens a new window..
Subject to your complete and ongoing compliance with these Terms, Figure grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Figure an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
The Service is owned and operated by Figure. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Figure are protected by intellectual property and other laws. All Materials included in the Service are the property of Figure or its third-party licensors. Except as expressly authorized by Figure, you may not make use of the Materials. Figure reserves all rights to the Materials not granted expressly in these Terms. Except for the limited license granted in Section 2, Figure retains all right, title, and interest, including all intellectual property rights, in and to the Service. The Service constitutes Figure’s valuable trade secrets. Accordingly, any unauthorized use or disclosure of our Service would cause Figure irreparable harm. The license granted pursuant to these Terms is not a sale and does not transfer to you title or ownership of the Service or a copy of the Service. ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS ARE RESERVED BY FIGURE.
Certain features of the Service may permit users to upload content to the Service, including messages, data, text, images, and other types of works (“User Content”) and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service. By providing User Content to or via the Service, you grant Figure a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, for purposes of providing the Service to you and to the Company. By providing User Content, you represent and warrant that: (a) your User Content is true and accurate; (b your User Content, and the use of your User Content as contemplated by these Terms, does not and will not (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Figure to violate any law or regulation.
Please be aware that the Service may permit you to access sensitive and confidential information regarding the Company (“Company Confidential Information”), and such information may be subject to existing confidentiality obligations between you and the Company, including, by way of example, a written non-disclosure agreement or employee confidentiality agreement (a “Company NDA”). Nothing in these Terms provides you a right to disclose, or provide access to, any Company Confidential Information to any third party in violation of your Company NDA. The Service, excluding any Company Confidential Information and User Content, is the confidential information of Figure. You will not disclose any features of, or information pertaining to, the Service to any third party without the prior written approval of Figure, except that you will not be liable for the disclosure of any information which is: (a) in the public domain other than by a breach of these Terms by you; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to you without any limitation on use or disclosure prior to its receipt from Figure; or (d) generally made available to third parties by Figure without restriction on disclosure.
Figure may provide tools through the Service that enable you to export Your Information to or import Your Information from third-party services, including through features that allow you to link your account on Figure with an account on the third-party service, such as a tax preparation company (collectively, “Third-Party Services”). By using one of these tools, you agree that Figure may transfer Your Information to or receive Your Information from the applicable Third-Party Services provider. Third-Party Services are not under Figure’s control, and, to the fullest extent permitted by law, Figure is not responsible for any Third-Party Service’s use of Your Information, for your use of Third-Party Services, or for any resulting damages. YOU CHOOSE TO USE ANY THIRD-PARTY SERVICES AT YOUR OWN RISK. The Service may also contain links to third-party websites. Linked websites are not under Figure’s control, and Figure is not responsible for their content. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
By using the Service, you agree not to: (a) use the Service for any illegal purpose or in violation of any local, state, national, or international law; (b) interfere with security-related features of the Service or reverse engineer or otherwise attempt to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; (c) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth; (d) sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or (e) attempt to do any of the acts described in this Section 6 or assist or permit any person in engaging in any of the acts described in this Section 8.
These Terms are effective beginning when you accept the Terms or first access or use the Service, and ending when terminated in accordance with these Terms. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Figure may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) this sentence and Sections 3, 4, and 11 - 19 will survive.
Figure reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Figure will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
YOUR POSSESSION, PERMITTED TRANSFER, AND USE OF ALL OR ANY PORTION OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIGURE AND ITS SHAREHOLDERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND OTHER AGENTS (COLLECTIVELY, “FIGURE PARTIES”) DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING: (A) WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NON-INTERFERENCE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE; AND (B) WARRANTIES THAT THE SERVICE AND ANY DATA PROCESSED THROUGH OR USING THE SERVICE, IS SECURE, ACCURATE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF ANY OF THESE EXCLUSIONS DO NOT APPLY TO YOU OR ARE VOID WITH RESPECT TO YOU UNDER ANY APPLICABLE LAW, THEN ANY WARRANTY THAT CANNOT BE EXCLUDED IS LIMITED TO THE SHORTEST PERIOD PERMITTED UNDER APPLICABLE LAW. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. FIGURE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT FIGURE IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE FIGURE PARTIES’ AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR UNDER THESE TERMS WILL NOT EXCEED $100; AND (B) NO FIGURE PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF ANY FIGURE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, OR FOR ANY DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, DATA CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF PROFITS OR INVESTMENT. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
You will defend, indemnify, and hold the Figure Parties harmless against any claim, demand, suit, or proceeding made or brought against any Figure Party by a third party arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; or (c) any dispute or issue between you and any third party (“Claim”), and will indemnify the Figure Party for any damages finally awarded against, and for reasonable attorneys’ fees incurred by, the Figure Party in connection with any Claim.
These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Figure submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms.
We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 17, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
This Section 18 only applies to the extent you are using the Service on an iOS device. You acknowledge that these Terms are between you and Figure only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service (including any content on it). Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service or your possession and use of the Service infringes a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You represent and warrant that: (i) you are not located in a country that is subject to any U.S. Government embargo or economic sanctions or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited, restricted, or blocked parties.
These Terms are the entire agreement between you and Figure and supersede any other communications with respect to the Service. You may not assign these Terms. Figure may freely assign these Terms. Any assignment in violation of the foregoing is void. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.