This page was last updated on March 28, 2024.

Introduction. 👋

These Terms of Use (the “Terms”) are a binding contract between you (“you” and “yours”) and Fairmint Inc. (“Fairmint,” “we,” “us,” and “our”), a Delaware corporation. Please read on to learn the rules and restrictions that govern access to our website located at https://www.fairmint.com (the “Site”) and all use of our products, applications, tools, technologies, software, Content (defined below), Accounts (defined below), free trials, open source documents and information, educational information, and all other features and functionalities regardless of where such is hosted or whether such is provided or controlled by Fairmint or any other third-party (collectively, the “Services”). Your use of our Site and Services in any way, regardless of where or how such Services are hosted and utilized, means that you accept these Terms in full, and you acknowledge that these Terms will remain in effect during and after your use of our Site and Services. These Terms include and incorporate by reference any Additional Terms (as defined below) and our entire Privacy Policy (found at https://www.fairmint.com/legal/privacy-policy).  If you are creating an account at our Site, you will be asked to expressly accept the Terms by clicking “I Accept”.  By clicking “I Accept” when presented with these Terms, you:  (i) acknowledge that you have read, understand, and agree to be legally bound by these Terms; (ii) agree to comply with all applicable laws, rules and regulations with respect to your use of the Service; and (iii) represent that you have the legal capacity to enter into contracts in the jurisdiction where you reside. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OR IF YOU ARE NOT AUTHORIZED OR ELIGIBLE TO BE BOUND BY THEM, YOU MUST NOT ACCESS OR USE THE SERVICES.

NOTICE REGARDING DISPUTE RESOLUTION FOR U.S. USERS: PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND WE MAY HAVE AGAINST EACH OTHER ARE RESOLVED. THESE TERMS CONTAIN AN AGREEMENT BY YOU TO ARBITRATE ANY CLAIMS, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US OR OUR AGENTS TO BINDING AND FINAL ARBITRATION WHEREBY (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US OR OUR AGENTS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Additional terms of use.

Additional terms and conditions may apply to certain Services that may become available through the Site that apply to a certain type of subscription, feature, product, benefit, or function of our Site or Services (“Additional Terms”). Unless otherwise provided in such Additional Terms, the Additional Terms are incorporated into these Terms.  Any Additional Terms are generally intended to be supplemental to these Terms, but to the extent of an express conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

What are the basics of using Fairmint? 📝

The Site and Services are only available to individuals who are at least 18 years old. You represent and warrant that you are at least 18 years old, that you are fully able and competent to enter into these Terms, and that you understand all conditions herein.

If you are accessing the Site and/or using the Services on behalf of an entity, you warrant and represent that you have the legal authority to bind that entity to these Terms and any other actions you take regarding our Site or Services (in which case, the references to “you” and “your” in these Terms also refer to and bind that entity). 

Visitors to the Site may sign up to create an Account as an “Issuer,” an entity that intends to use Fairmint’s services as a transfer agent in connection with a private placement of its securities that it plans to offer and sell by means of an offering conducted through its own website or other forum.  Issuers will be asked to execute a Transfer Agent Services Agreement or a similar subscription agreement with Fairmint at the time of subscribing for Fairmint’s Services.  Subscriptions provide Issuers with software integrations that they utilize and control to make the process of conducting private placements of their securities more efficient and easier than ever before, just like the many other software packages companies use to build and provide their website.  Fairmint uses distributed ledger technology (i.e., blockchain) to provide transfer agent services to the Issuers.

Fairmint is registered with the U.S. Securities and Exchange Commission as a transfer agent. Fairmint does not act as a broker-dealer, exchange, funding portal, underwriter, intermediary, custodian, or any other entity registered with U.S. regulatory agencies. 

Visitors to the Site may also sign up to create an Account as an Investor because they are participating in an offering being conducted by an Issuer.  We refer to “Issuers” and “Investors” collectively as “users”.

Additional information about how Fairmint works is available in our Education Center at https://education.fairmint.com/en/. 

What about Intellectual Property? 🖼

All intellectual property rights in the Service and in the text, graphics, data, charts, dashboards, articles, images, simulations, templates, documents, information or tools, and any other materials or features downloaded or otherwise accessible through our Site or Services (“Fairmint Content”) is property of Fairmint or third party licensors. You may not sell, rent, modify, adapt, edit, copy, reproduce, decompile, communicate, transmit, make available, broadcast, perform, republish, sublicense, commercialize, or otherwise transfer or deal with the Fairmint Content in any way except as expressly permitted under these Terms.  Fairmint does not warrant or guarantee and accepts no responsibility for the accuracy or completeness of any Fairmint Content for any purpose. Subject to any statutory provisions which may not be excluded by law, Fairmint will not be held liable for any damages whatsoever resulting from any action arising in connection with the use of any content or its publication, including any action for copyright infringement, trademark infringement, or defamation. 

Fairmint and Fairmint’s licensors and affiliates retain and own all right, title and interest and all intellectual property rights in the Fairmint Content, our technologies, confidential information, and data, and all enhancements or improvements to, or derivative works of any of the foregoing created or developed by or on behalf of Fairmint (collectively, "Fairmint Intellectual Property"). Nothing in these Terms transfers or conveys to any user any ownership interest in or to the Fairmint Intellectual Property. 

You retain all rights, title and interest and intellectual property rights in and to the Content you upload in connection with our Services (“User Content,” and collectively with “Fairmint Content”, “Content”). No ownership interest in the User Content is transferred or conveyed to Fairmint by virtue of these Terms. You hereby give Fairmint a perpetual, royalty-free license to publicly display your User Content on its Site.  Our Privacy Policy describes how and when Fairmint may use your User Content.  

Except for the User Content you upload, you acknowledge that you have no right, title, license, or interest in or to the Fairmint Content, information, data, Services, or materials displayed or available on or through our Site or Services, including intellectual property rights of all kinds. 

If you are a copyright or trademark owner or an owner's agent and find any content on the Sites or Services that you believe infringes upon your rights, you may submit a notification with the following information in writing: (i) A signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the protected work(s) claimed to have been infringed; (iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to permit Fairmint to locate the material; (iv) Your contact information, including an address, telephone number and an e-mail address; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) under the penalty of perjury, a statement that the information in the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You acknowledge that if you fail to comply with all the requirements of this section, your notice may not be valid.

What conditions apply to using Fairmint? ⚠️

Without limiting any other conditions, restrictions, language, or risks mentioned throughout these Terms, you acknowledge and consent to all of the following:

• You will only use our Site and the Services for lawful purposes in full accordance with these Terms and all applicable laws and regulations. If permits, licenses, registrations, filings, or other compliance measures are required for you to legally use the Services, you must first obtain those prior to such use.

• You alone are fully responsible for your User Content. You represent and warrant that you have all rights related to your uploaded User Content, and that your contributions do not violate the rights of any other party or any applicable law. 

• You agree to abide by all privacy, copyright, trademark, and intellectual property laws and regulations when using the Site and the Services in all jurisdictions that apply to you. 

• You do not expect for Fairmint to evaluate, confirm, or endorse any User Content or information provided by any Issuer.  Fairmint cannot guarantee the accuracy or completeness of any User Content or information provided by its users or other third parties.

• You agree and acknowledge in each instance that Fairmint is not an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Issuer and its investors. Fairmint shall not be held liable to any party for any costs or damages arising out of or related to such transactions. 

• You understand that Fairmint does not provide legal, accounting, tax, or investment advice. No actions you take regarding our Site or Services will create an attorney-client relationship or other professional relationship or fiduciary duty between you and Fairmint. 

• You will keep all your registration and Account information accurate, complete, and updated. 

What can Fairmint NOT be used for? ❌

You may not use the Site and the Services for the following reasons:

• Violating any applicable law or regulation, including using Fairmint’s Services while conducting private placements of securities in violation of applicable securities laws and regulations, or encouraging others to do the same; 
• Infringing or violating any contract, intellectual property rights, or any other rights of third parties (including Fairmint);
• Posting harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, libelous, vulgar, hateful, threatening, discriminatory, or otherwise objectionable User Content;
• Using the Site in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site and Services, including uses that could damage, disable, overburden, or impair the functioning of the Site or Services in any manner. 
• Engaging in actions that jeopardize the security of computer network, encryption codes, or other security measures, including user Accounts; 
• Allowing someone else to log in to or access your Account. 
• Attempting to circumvent any security measures that we employ on the Site or Services, or attempting to access any Service or area of the Site you are not authorized to access or use;
• Using any robot, spider, crawler, scraper, or other automated or manual means or interface not provided or authorized by us to access the Site, Services, or Content;
• Introducing malware, viruses, trojan horses, worms, logic bombs, drop-dead devices, backdoors, shutdown mechanisms, DDoS attacks, or anything else that could be harm to the Site, Services, or Content;
• Recording, processing, or mining information, data, or Content appearing on the Site; or
• Decompiling, reverse engineering, or otherwise attempting to obtain the source code or underlying ideas or information relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Site and Services.

Do the Services cost anything? 💸

It is free to sign-up as an Investor, but you may incur payment processing or network fees that arise at the time of a transaction. 

Issuers utilizing one of the subscriptions listed at https://www.fairmint.com/pricing pay the fees and costs outlined on that webpage and in the applicable Additional Terms, if any. There may be free trials available from time to time for certain Subscription plans. 

We reserve the right to change our fees, free trials, subscriptions, and any other features or functionalities, including the pricing or availability of our Services. We will notify you before any such change becomes effective, and if you wish to continue using our Services, you agree to pay for our Services at the posted rates.  

What about my privacy? 🔎

Along with these Terms, the Fairmint Privacy Policy applies to all use of our Site and Services. Our Privacy Policy can be found at https://www.fairmint.com/legal/privacy-policy, and is hereby incorporated by reference into these Terms.

Any User Content or information you submit or distribute through the Site or Services will be treated as non-confidential and non-proprietary, subject to the intellectual property rights discussed above and our Privacy Policy. 

What about Third-Party Providers?

Certain services, features, or components made available via the content are delivered by third-party providers. By using any feature, service, or functionality originating from such content, you hereby acknowledge and consent that Fairmint may share information and data that you submit or upload with the applicable third-party provider as may be required to enable and facilitate the requested third-party product, service, or functionality, subject to Fairmint’s Privacy Policy.

References or links in the Fairmint Content to any commercial products or services, or Fairmint’s use or display of any business, firm, corporation, or trade name on the Fairmint Content, do not constitute endorsement by Fairmint of any such product, service, or entity. Fairmint makes no representation or guarantee whatsoever with respect to any third-party products or services.

Additional notices, terms, and conditions may apply to services, receipt of or access to certain materials, participation in a particular program, and/or to specific portions or features of the Fairmint Content, including without limitation the terms of third-party tools, applications, and APIs utilized by or incorporated in the Fairmint Content, and the terms of app stores, digital distribution services, or third-party payment processors. Your use of any such third-party feature, tool, application, or API is conditioned on your acceptance of all third-party terms applicable thereto, and you agree to abide by all such terms in connection with your use of the Fairmint Content. You hereby agree that: (i) these Terms operate in addition to any terms of service imposed or required by any such third-party provider; and (ii) these Terms supplement and do not alter or amend any such third-party terms of service.

FAIRMINT EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE FAIRMINT CONTENT, AND YOU AGREE THAT FAIRMINT SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY, REGARDLESS OF WHETHER SUCH DEALINGS WERE FACILITATED OR PERFORMED IN CONNECTION WITH THE FAIRMINT CONTENT.

User feedback

We are always happy to hear from you and are grateful for your comments and suggestions on how to improve our Service. The following policy applies to all third party submissions of ideas, comments, suggestions, improvements, proposals or materials: (a) all submissions are non-confidential and non-proprietary; (b) we will not be liable for any use or disclosure of any submission; and (c) we can use the submission for any purpose whatsoever, commercial or otherwise, without compensation to the submitting person.

Will things ever change or be terminated? ⛓

We reserve the right, at our sole discretion and without prior notice, to modify or change these Terms, to change the Site, Services, or Fairmint Content, to stop providing the Site or Services, to create usage limits for the Site or Services, or to change, improve, or correct any information, materials, functionality, features, or descriptions at any time for any reason or no reason. 

We may permanently or temporarily terminate or suspend your access to the Site and Services without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms or any applicable law or regulation. We will not be responsible or liable for any issues that arise due to your lack of access to the Site or Services. 

Fairmint reserves the right to amend, update, change or delete portions of the Terms at any time.  We will post the revised version of the Terms on our Website. You can determine when such documents were last revised by referring to the “Last Updated” legend at the top of the page. If the changes include material changes that affect your rights or obligations, you will be required to accept the revised terms by clicking “I Accept” to continue using the Services or your Account. Material modifications will take effect when you accept the modified Terms (otherwise, the version of the Terms most recently accepted by you will apply). Any material changes that affect your rights or obligations will become effective upon acceptance. Immaterial modifications will take effect when published. Some functionality of any Services provided by us may be limited if you choose not to accept the modified Terms.  If you choose not to be bound by these Terms or any amendment to the Terms at any time, you must stop using the Service immediately.  

If you don’t agree with any updates or changes we make, you are free to reject them; unfortunately, that means you will no longer be able to use the Site or Services. If you use the Site or Services in any way after a change, that means you accept all changes without limitation. 

Except for changes by Fairmint as described in these Terms, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and Fairmint. 

You agree that Fairmint and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension, or discontinuance of the Site or any Services.

What if I want to stop using the Services? 🛑

You’re free to stop using Fairmint at any time. 

Fairmint is also free to terminate (or suspend access to) your use of the Services for any or no reason in our sole discretion, including for any violation of these Terms or applicable law. Fairmint has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms, or any applicable law or regulation, as it relates to your use and access of our Site and Services.

Upon termination of your access to the Site or Services, you will continue to be bound by these Terms. Certain provisions will survive any stoppage or termination of your Account or these Terms including, but not limited to, the following sections herein: Warranty Disclaimer, Limitation of Liability, Indemnification, Legal Disputes, our Privacy Policy, and any other terms that by their nature should survive termination.

Warranty Disclaimer. ❗️ 

THE SITE AND ALL SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, NEITHER EXPRESS NOR IMPLIED, AND WITH NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE THAT YOUR USE OF THE SERVICES OR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE FROM DEFECTS, BUGS OR VIRUSES, OR REPARABLE IF DAMAGED OR IMPAIRED. OR THAT THE SECURITY AND TRANSMISSION OF INFORMATION, FAIRMINT CONTENT, DIGITAL ASSETS, AND DATA THROUGH THE SERVICES WILL BE ERROR-FREE OR WITHOUT DEFECTS. 

SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY IN INDIVIDUAL CASES. YOU MAY HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

NEITHER FAIRMINT NOR ITS LICENSORS, SUPPLIERS, OR THIRD PARTIES MAKE ANY REPRESENTATIONS, GUARANTEES, OR WARRANTIES CONCERNING ANY FAIRMINT CONTENT, FEATURES, FUNCTIONALITIES, SOFTWARE INCLUDING BLOCKCHAIN, SUBSCRIPTION, DATA, ACCOUNT, DIGITAL ASSETS, OR INFORMATION CONTAINED ON OR ACCESSED THROUGH THE SITE OR ANY SERVICES. FAIRMINT WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COMPLIANCE, LEGALITY, OR COMPLETENESS OF MATERIAL CONTAINED ON OR ACCESSED THROUGH THE SITE OR SERVICES, PROVIDED THAT THIS DISCLAIMER SHALL NOT LIMIT OUR LIABILITY PURSUANT TO APPLICABLE SECURITIES LAWS OR OTHER REGULATORY RULES RELATED TO OUR OWN OFFERING FOR OUR OWN SECURITIES. WE (AND OUR LICENSORS, SUPPLIERS, AND UTILIZED THIRD PARTIES) MAKE NO REPRESENTATIONS, WARRANTIES, SUGGESTIONS, SOLICITATIONS, OR RECOMMENDATIONS RELATED TO ANYTHING OFFERED OR PURCHASED THROUGH THE SITE OR ANY IMPLEMENTATION OF OUR SERVICES.

YOUR USE OF THE FAIRMINT SERVICES AND FAIRMINT CONTENT IS AT YOUR OWN RISK.

Limitation of Liability. 🚫

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL FAIRMINT (OR ITS LICENSORS OR AFFILIATES) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS OR REVENUES, DIMINUTION IN VALUE, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, BLOCKCHAIN DEFECTS AND CHANGES, OR COMPUTER FAILURE OR MALFUNCTION, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT FAIRMINT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, (B) ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTIONS TAKEN BY THE ISSUERS OR OTHER USERS OF FAIRMINT SERVICES, (C) THE OWNERSHIP, VALIDITY, OR GENUINENESS OF ANY DIGITAL ASSET OR WALLET OR THE RIGHTS THEREOF; (D) THE COLLECTABILITY, INSURABILITY, EFFECTIVENESS, MARKETABILITY, LEGITIMACY, TRANSFERABILITY, OR SUITABILITY OF ANY BLOCKCHAIN, DIGITAL ASSET, OR WALLET; (E) NON-PERFORMANCE BY A THIRD PARTY; OR (F) THE IDENTITY, CREDENTIALS, AND LEGITIMACY OF ANOTHER INDIVIDUAL OR ENTITY. 

FAIRMINT’S SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE GREATER OF (i) THE TOTAL FEES WHICH YOU PAID TO FAIRMINT IN THE THREE (3) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY AND (ii) $1,000. THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT REQUIRED BY LAW.

Indemnification. 👍

To the fullest extent allowed by applicable law, you agree to indemnify and hold Fairmint, its affiliates, licensors, suppliers, officers, agents, employees, contractors, and partners 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, any third-party claims relating to: (i) your use or misuse of, inability to use, activities in connection with, and/or access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity or intellectual property; (iv) your violation of any applicable law, rule, regulation or guideline; (v) your User Content or any content that is submitted via your Account, including, without limitation, any misleading, false, or inaccurate information you submit or otherwise provide; (vi) your acts, omissions, negligence or willful misconduct; and (vii) any other party’s access and use of the Service with your unique username, password or security code and any failure by you to properly secure your password and security codes.

Without derogating from the foregoing, Fairmint reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining Fairmint’s prior express written approval. 

Release.

You alone bear the full responsibility, risk, and liability for your use of our Site and Services, including any related features or functionalities. It is solely your responsibility to ensure compliance with all laws and regulations that may apply to you. You expressly waive and release Fairmint from all liability, claims, causes of action, and damages arising from or in any way related to the Site, Services, Content, Accounts, Issuers, investors, and all related features and functionalities. 

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Legal Disputes. 👩‍⚖️

1. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND FAIRMINT HAVE AGAINST EACH OTHER ARE RESOLVED. YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
2. FOR ALL MATTERS, DISPUTES, OR CLAIMS BETWEEN YOU AND FAIRMINT (INCLUDING ANY CLAIM OR DISPUTE BETWEEN YOU AND A THIRD-PARTY AGENT OF FAIRMINT) THAT RELATES IN ANY WAY TO OR ARISES OUT OF THIS OR PREVIOUS VERSIONS OF THESE TERMS, YOUR USE OF OR ACCESS TO THE SERVICES, YOUR RELATIONSHIP WITH FAIRMINT, THE ACTIONS OF FAIRMINT OR ITS AGENTS, OR ANY PRODUCTS OR SERVICES SOLD OR PURCHASED THROUGH THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, INCLUDING ANY DISPUTE ABOUT THE INTERPRETATION OR APPLICATION OF THIS DISPUTE RESOLUTION PROVISION OR THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THIS ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION, WILL BE RESOLVED BY THE PROCESSES AND PROCEDURES DESCRIBED IN THIS SECTION, FIRST AMICABLY AND THEN THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL AND TO HAVE ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE RESOLVED IN COURT.

3. Expiration of Claims. You agree that any dispute, claim or cause of action (each, a “Dispute”) you may have with respect to Fairmint, or the Services must be commenced within one hundred eighty (180) days after the date the Dispute arose.

4. Governing Law. You agree that: (i) the Services and these Terms shall be deemed solely based in Delaware; and (ii) the Services shall be deemed passive that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

5. Amicable Resolution and Agreement to Arbitrate. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM FAIRMINT. For any Dispute with Fairmint, you agree to first contact us at Fairmint at Fairmint Inc., Attn: Arbitration Division, 8 The Green, STE B, Dover, DE 19901 (USA), Email: legal@fairmint.com and attempt to resolve the Dispute with us informally. In the unlikely event that Fairmint has not been able to resolve a Dispute it has with you after sixty (60) days, you and Fairmint agree to resolve any Dispute, claim, or controversy (excluding any claims for injunctive or other equitable relief as provided below) by binding arbitration to be administered by the American Arbitration Association in Hartford, Connecticut (unless the parties both expressly agree on another location) in accordance with the American Arbitration Association's Commercial Arbitration Rules. Each of the parties to this Agreement hereby agrees and consents to such venue and waives any objection thereto. The arbitrability of any such dispute, claim or controversy shall likewise be determined in such arbitration. Such arbitration proceeding shall be conducted in as expedited a manner as is then permitted by the commercial arbitration rules (formal or informal) of the American Arbitration Association. Both the foregoing agreement of the parties to this agreement to arbitrate any and all such disputes, claims and controversies and the results, determinations, findings, judgments and/or awards rendered through any such arbitration shall be final and binding on the parties hereto and may be specifically enforced by legal proceedings. Notwithstanding any provision of this Agreement relating to which state laws govern this Agreement, all issues relating to arbitrability or the enforcement of the agreement to arbitrate contained herein shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and the federal common law of arbitration. Each party will be responsible for paying any filing, administrative and arbitrator fees pursuant to and in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this paragraph shall be deemed as preventing Fairmint from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, proprietary or intellectual property rights. If an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this Section shall still apply. If the value of the relief sought is $10,000 or less, you or Fairmint may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Fairmint subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Fairmint may attend by telephone, unless the arbitrator requires otherwise. You may elect to pursue your claim in small-claims court rather than arbitration if the amount in controversy is less than $2,000 and you provide us with written notice of your intention do so within 60 days of the event giving rise to the claim. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
6. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS FAIRMINT AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY AGREEING TO THESE TERMS, YOU AND FAIRMINT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAM. ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH'S LIMITATIONS AS TO A PARTICULAR CLAIM FOR RELIEF, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND MAY BE BROUGHT IN COURT, SUBJECT TO YOUR AND FAIRMINT'S RIGHT TO APPEAL THE COURT'S DECISION. ALL OTHER CLAIMS WILL BE ARBITRATED.
7. Jurisdiction. Unless you and we agree otherwise, in the event that the agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of a decision by the arbitrator or a court order, or for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our proprietary or intellectual property rights as set forth in the provisions above, including any provisional relief required to prevent irreparable harm, you agree that any claim or dispute that has arisen or may arise between you and Fairmint must be resolved exclusively by a state or federal court located in Hartford, CT. You and Fairmint irrevocable agree to submit to the exclusive personal jurisdiction of the courts located within Hartford, CT for the purpose of litigating all such claims or disputes. You further agree that Hartford, CT is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Miscellaneous. 📜

• You will be responsible for paying, withholding, filing, and reporting all taxes, duties, liens, and other governmental assessments or fees associated with your activity in connection with an Offering or your use of our Services, provided that Fairmint may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. 

• You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, including any Services, Subscriptions, Offerings, Wallets, and Accounts, in any way (by operation of law or otherwise) without Fairmint’s prior written consent. We may transfer, assign, or delegate these Terms and any our rights and obligations at any time without your consent or notice at any time. 

• The failure of us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights.  

• If any provision of these Terms is found to be unenforceable or invalid, that provision will be reconstrued to have as close of an effect as initially intended, if allowable, and if not allowable then such term shall be limited or eliminated to the minimum extent necessary so that all other conditions remain in full force and effect. 

• Except as otherwise set forth in these Terms, any Additional Terms, or pursuant a separate transaction or contract subject to its own terms or agreement, you and Fairmint agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Fairmint, and that it supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms. 

• You hereby acknowledge and agree that you are not an employee, agent, partner, contractor, or joint venture of Fairmint, and you do not have any authority of any kind to bind Fairmint in any way whatsoever.

• Fairmint’s rights and remedies are cumulative and none of them limits any other remedy or right of Fairmint. Your undertakings and obligations are cumulative and none of them limits any other of your undertakings or obligations.

• You and Fairmint agree there shall be no third-party beneficiaries to these Terms.

Electronic Communication. ✍️

All information communicated as part of the Services is considered an electronic communication. When you communicate with us through the Services or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. You further acknowledge and agree that by clicking on a button labeled “SUBMIT,” “CONTINUE,” “REGISTER,” “I AGREE” or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES.

Notices 📚📧

Notices to You.  Fairmint may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) by posting to the Services.  Notices sent by e-mail will be effective when Fairmint sends the e-mail and notices Fairmint provides by posting will be effective upon posting. It is your responsibility to keep your e-mail address current and keep Fairmint informed of any changes in your email or mailing address so that you continue to receive all communications without interruption. 

Notices to Us. To give us notice under these Terms, please email us at support@fairmint.com. Fairmint may update the contact information for notices to Fairmint by posting a notice on the Services or amending these Terms. Notices will be effective when received by Fairmint.