Terms of Service
Last Updated: October 3, 2016
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER PROVISION THAT AFFECT YOUR RIGHTS REGARDING HOW TO RESOLVE ANY DISPUTE WITH LAWNMOWER. BY ACCESSING OR USING OUR WEBSITES, MOBILE APPLICATION OR OTHER PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR WEBSITES, MOBILE APPLICATIONS OR OTHER PRODUCTS OR SERVICES.
These Terms of Service and any terms expressly incorporated herein (the “Terms”) are a contract between you (“you”, “your”, or “User”) and Lawnmower, Inc., a Delaware Corporation (“Lawnmower”, “we”, “us”, or “our”), and apply to your access to and use of the Lawnmower mobile applications, websites, and all related products and services (collectively, the “Lawnmower Services”).
The Lawnmower mobile applications include optional software that allows users to initiate bitcoin & ether purchases and sales, and view investment analytics (the “Lawnmower Investment Services”).
I. LAWNMOWER REGISTRATION
A. Process. In order to use the Lawnmower Services, you must first affirm your acceptance of these Terms.
II. LAWNMOWER INVESTMENT SERVICES ELIGIBILITY
ONLY USERS WHO ARE 18 YEARS OF AGE OR OLDER MAY USE OR REGISTER FOR THE LAWNMOWER INVESTMENT SERVICES. The Lawnmower Investment Services are not targeted towards, nor intended for use by, anyone under the age of 18. You further represent and warrant that you: (a) have the legal capacity to form a binding contract; (b) have not previously been suspended or removed from using the Lawnmower Investment Services; (c) are legally permitted to, and do, live in the United States or one of its territories, (d) have the authority to and do maintain a supported account with a U.S. financial institution; and (e) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party. If you are registering to use the Lawnmower Investment Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
III. LAWNMOWER INVESTMENT SERVICES ACCOUNT REGISTRATION
A. Process. In order to use the Lawnmower Investment Services, you must first register with Lawnmower and create an account (“Lawnmower Investment Services Account”) by: (1) affirming your acceptance of these Terms, (2) providing required registration details, (3) signing into or creating an account with Coinbase, Inc. (“Coinbase”) through the process provided within the Lawnmower mobile application and/or at https://www.coinbase.com/signup (“Coinbase Account”) and linking your Coinbase Account to your Lawnmower Investment Services Account, and (4) linking a financial account to your Coinbase Account (“Funding Account”), if not already linked. Upon successful completion of the registration process, Lawnmower will finalize the creation of your Lawnmower Investment Services Account. Lawnmower may, in our sole discretion, refuse to allow you to establish a Lawnmower Investment Services Account.
B. Your Registration Responsibilities. When you create a Lawnmower Investment Services Account, you agree to: (a) provide accurate and truthful information; (b) maintain and promptly update your Account information; (c) authenticate your account as may be required by Lawnmower and/or Coinbase at registration or as requested in the future from time to time; (d) maintain the security of your Account by restricting access to your device and your Account; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Account; and (f) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account to the maximum extent permitted by law.
C. Identity Verification. In order to use the Lawnmower Investment Services, you will be required to provide Lawnmower certain personal information, including, but not limited to, information regarding your Funding Account (e.g., financial institution, account type, routing number, and account number). Lawnmower may also require you to answer certain questions or take actions in order to verify your identity (e.g., phone number), provide the Lawnmower Investment Services to you, or comply with applicable law. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Lawnmower if any information changes. You hereby authorize Lawnmower to, directly and/or through third parties, make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.
V. DESCRIPTION OF THE LAWNMOWER SERVICES
As described in more detail below, the Lawnmower Investment Services allow you to purchase, hold, and sell bitcoin & ether in wallets hosted by Coinbase, operated pursuant to your agreement with Coinbase. Additional details regarding your Coinbase Account can be found at https://www.coinbase.com/legal/user_agreement and https://www.coinbase.com/legal/privacy. As part of the Lawnmower Investment Services, you may use some or all of the following functionality:
A. Buying & Selling Bitcoin & Ether. Lawnmower allows you to buy bitcoin & ether automatically over time (“Recurring Purchase”), as well as initiate both buy and sell orders instantly (“Instant Buy” and “Instant Sell”). Upon the initiation of a bitcoin or ether purchase via a Recurring Purchase or Instant Buy, Lawnmower instructs Coinbase to debit your Funding Account and initiate a bitcoin or ether purchase via Coinbase’s “Conversion Service” with the specified amount ($) of funds. Upon the initiation of a bitcoin or ether sale via an Instant Sell, Lawnmower instructs Coinbase to initiate a bitcoin or ether sale via Coinbase’s “Conversion Service” and credit your Funding Account with the specified amount ($) of funds. For additional information regarding how bitcoin and ether purchases and sales are conducted, and how to use or sell bitcoin or ether in your wallets held by Coinbase, please see our FAQs at https://www.lawnmower.io/faq and www.coinbase.com.
B. Coinbase’s Conversion Service. When buying or selling bitcoin or ether through Coinbase’s Conversion Service (including Recurring Purchases, Instant Buys, and Instant Sells via the Lawnmower Investment Services), you are buying or selling bitcoin or ether directly from Coinbase. All such purchases and sales are subject to your agreement with Coinbase and the details outlined at https://www.coinbase.com/legal/user_agreement.
C. Transaction Requests. All proposed bitcoin & ether transactions must be confirmed and recorded in the Bitcoin & Ethereum public ledgers via the bitcoin & ethereum distributed consensus networks (“Verification Networks”), which are not owned, controlled or operated by Lawnmower. The Lawnmower Investment Services help you submit your bitcoin or ether transaction requests through Coinbase for confirmation to the Verification Network. However, the bitcoin & ethereum networks, including the Verification Networks, are operated by a decentralized network of independent third-parties. Lawnmower has no control over Coinbase or the bitcoin or ethereum networks, including the Verification Networks, and therefore cannot and does not ensure that any transaction request you submit via the Lawnmower Investment Services will be confirmed by either Coinbase or the Verification Networks. You acknowledge and agree that the transaction requests you submit via the Lawnmower Investment Services may not be completed, or may be substantially delayed, by Coinbase or the Verification Networks. When you complete a transaction request through Coinbase via the Lawnmower Investment Services, you authorize us to submit your transaction request to Coinbase to submit to the Verification Networks in accordance with these Terms. For further information regarding bitcoin, ether, and the Verification Networks, please see our FAQs at https://www.lawnmower.io/faq.
D. Limitations. Lawnmower may from time to time impose limits on your ability to use the Lawnmower Investment Services, including the number of bitcoin or ether that you can purchase via the Lawnmower Investment Services in a single transaction or during a set period of time. In addition, Coinbase may impose its own limits and limitations on your use of your Coinbase Account and/or your Funding Account. Lawnmower may also require you to provide us with information about yourself and/or your transactions if your transactions exceed certain government reporting thresholds, such as thresholds regarding financial recordkeeping and tax reporting.
E. No Cancellations or Modifications. Once a transaction request has been submitted to the bitcoin or ethereum Verification networks through Coinbase via the Lawnmower Investment Services, the Verification Network will automatically complete or reject the request and you will not be able to cancel or otherwise modify your transaction request. Lawnmower has no control over the Verification Networks and does not have the ability to facilitate any cancellation or modification requests. As a result, all transaction requests initiated via the Lawnmower Investment Services are irreversible. Lawnmower reserves the right to refuse, process, or cancel any pending Bitcoin or Ether transaction as required by law, or in response to a subpoena, court order, or other binding government order.
A. Coinbase Conversions Fees. Each Coinbase Conversion Service transaction may be subject to one or more fees charged by Coinbase (“Coinbase Conversion Fees”). Coinbase Conversion Fees are governed by your agreement with Coinbase, and Lawnmower has no control over, or responsibility for, the amount or payment of any Coinbase Conversion Fees.
B. Funding Account Fees. Your Funding Account may charge you a non-sufficient funds (“NSF”) fee or overdraft fee in the event that you do not have sufficient funds to complete a transaction. You are solely responsible for any NSF or overdraft fees and agree that Lawnmower will not be held responsible for such fees. The Lawnmower Investment Services are designed for users with discretionary income; if it is likely that you will not have sufficient funds in your Funding Account to cover the bitcoin or ether purchases from Coinbase, you should not use the Lawnmower Investment Services.
C. Lawnmower Services Fees. Lawnmower does not currently charge fees for use of the Lawnmower Investment Services. Lawnmower operates an optional monthly subscription to users of Lawnmower Services in the mobile applications with access to additional content (including research and reports) as well as features (including Touch ID & trade data export) (collectively, the “Lawnmower Premium Tier”). Lawnmower reserves the right to charge or change fees for use of the Lawnmower Services and Lawnmower Investment Services in the future without prior notice.
VII. DISCONTINUANCE OF SERVICES
Lawnmower may, in its sole discretion and without liability to you, modify or discontinue (temporarily or permanently) any portion of the Lawnmower Investment Services at any time, without prior notice. In the event that a technical problem causes system outage or Lawnmower Investment Account errors, Lawnmower may temporarily suspend access to your Lawnmower Investment Account until the problem is resolved. You may cancel your Lawnmower Investment Account or disable Recurring Purchases at any time without charge. For more details on how we will process Lawnmower Investment Account closures, including how to withdraw bitcoin or ether from your Coinbase Account, please refer to our FAQs at https://www.lawnmower.io/faq.
VIII. ACCEPTABLE USE
Lawnmower grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Lawnmower Investment Services solely for the purposes for which the Lawnmower Services are provided. When accessing or using the Lawnmower Investment Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using the Lawnmower Investment Services. You agree to keep your personal information up to date while using the Lawnmower Investment Services. Without limiting the generality of the foregoing, you agree that you will not do, and will not permit any third party to do, any of the following:
• Provide false information during Lawnmower Investment Account registration or identity verification or otherwise provide false, inaccurate or misleading information;
• Create more than one Lawnmower Investment Account or create a Lawnmower Investment Account on behalf of anyone other than yourself without permission;
• Create a new Lawnmower Investment Account without our permission after we disabled your initial Lawnmower Investment Account;
• Link or attempt to link a Funding Account to your Lawnmower Investment Account that you either do not own or are not validly authorized to use;
• Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Lawnmower Investment Services, or that could damage, disable, overburden or impair the functioning of the Lawnmower Investment Services in any manner;
• Attempt, in any manner, to obtain the password, account, or other security information of any other User;
• Use or attempt to use another User’s Lawnmower Investment Account without authorization;
• Jeopardize the security of your Lawnmower Investment Account or any and all information used to access your Lawnmower Investment Account (e.g. usernames, passwords, hints, etc.), or the Lawnmower Investment Account of anyone else (including without limitation allowing someone else to log into the Lawnmower Investment Services as you);
• Violate the security of any computer network related to the Lawnmower Services, or crack or attempt to crack any passwords or security encryption codes related to the Lawnmower Services;
• Distribute or disclose a User’s information to a third-party or use the information except as reasonably necessary to effectuate a transaction and reasonably related functions unless you receive the User’s express consent to do so;
• Use any robot, spider, crawler, scraper or other automated means or interface not provided by Lawnmower to access the Lawnmower Services or to collect or extract data;
• Attempt to circumvent any content filtering techniques we employ, or attempt to access any Lawnmower Services or area of the Lawnmower Services that you are not authorized to access;
• Introduce to the Lawnmower Services any virus, Trojan worms, logic bombs or any other harmful or deleterious material or program;
• Take any action that imposes an unreasonable or disproportionately large load on the Lawnmower infrastructure, or determinately interfere with, intercept, or expropriate any system, data or information;
• Use the Lawnmower Services in any way that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• Use the Lawnmower Services to engage in any illegal or unauthorized purpose or to engage in, encourage, or promote activities that are unlawful, misleading, malicious or discriminatory, including, but not limited to violations of these Terms, illegal gambling, fraud, money-laundering, or terrorist activities;
• Use the Lawnmower Services to partake in any transaction involving the proceeds of any unlawful activity;
• Use the Lawnmower Services to accept payments in connection with the following businesses, activities, practices, or items: operating as an unlicensed money transmitter or any other financial service business which requires licensure; trade in stolen goods, narcotics, controlled substances, prescription and pharmaceutical services, drug paraphernalia, or any substances designed to mimic illegal drugs; illegal gambling; sports forecasting or odds making; prostitution or illegal escort services; violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same; extortion, blackmail, or efforts to induce unearned payments; unlicensed sale of firearms and certain weapons; engaging in deceptive marketing practices; any business that violates any law, statute, ordinance or regulation;
• Use the Lawnmower Services to act as a payment intermediary or aggregator or otherwise resell any of the Lawnmower Services, unless expressly authorized by Lawnmower in writing;
• Use the Lawnmower Services to infringe or violate the intellectual property rights or any other rights of anyone else (including Lawnmower);
• Use the Lawnmower Services to defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
• Develop any third-party applications that interact with the Lawnmower Services without Lawnmower’s prior written consent;
• Copy, adapt, hack or reproduce the Lawnmower Services;
• Decompile, reverse engineer, disassemble, attempt to derive the source code, underlying ideas, or algorithms of the Lawnmower Services or any part of the Lawnmower Services, except to the extent required by applicable law;
• Knowingly take any action that would cause the Lawnmower Services or any part of the Lawnmower Services to be placed in the public domain;
• Transfer any rights granted to you under this Agreement; and
• Encourage or induce any third-party to engage in any of the activities prohibited under this Section.
You represent and warrant that any information you provide via the Lawnmower Investment Services is accurate and complete. You acknowledge and agree that Lawnmower is not responsible for any errors or omissions that you make in connection with the Lawnmower Services. If you violate any of the foregoing, your right to access and use the Lawnmower Services will terminate immediately and automatically, and you will have infringed Lawnmower’s copyrights and other rights, which may subject you to prosecution and damages. Lawnmower reserves the right at all times to monitor, review, retain and disclose any information regarding your use of the Lawnmower Services as necessary to satisfy any applicable law, regulation, legal process or governmental request.
IX. ERROR REPORTING
If you believe that an error related to your Lawnmower Investment Account has occurred, please contact us immediately at email@example.com. You must contact us within ninety (90) days after the date of the error. We may require reasonable documentation to support your claim. If you believe an error related to your Coinbase Account has occurred, please contact Coinbase customer service.
X. THIRD PARTY SERVICES AND CONTENT
From time to time, Lawnmower may engage third parties to assist Lawnmower in providing certain aspects of the Lawnmower Services (each, a “Service Provider”). Service Providers may include, but are not limited to, Lawnmower’s technology or engineering service providers. In using the Lawnmower Services, you may view content, utilize services, or otherwise interact with content and services provided by third parties, including, but not limited to Service Providers, including links or connections to websites, applications or services of such parties (“Third-Party Content”). Lawnmower does not control, endorse or adopt any Third-Party Content and you acknowledge and agree that Lawnmower will have no responsibility for any Third-Party Content, including without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business or other dealings or correspondence with such third-parties are solely between you and the third-parties. Lawnmower is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, including the delivery, quality, safety, legality or any other aspect of any good or services that you may purchase or sell to or from a third party (including other users of Lawnmower).
You understand that your use of Third-Party Content, and your interactions with third-parties is at your own risk. If you experience a problem with any third-party content, or if you have a dispute with a service provider, you must handle it directly with that service provider. Notwithstanding the foregoing, if you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Lawnmower via firstname.lastname@example.org so that we may consider whether to take any action.
We will own exclusive rights, including all intellectual property rights, to any feedback suggestions, ideas or other information or materials regarding Lawnmower or the Lawnmower Services that you provide, whether by email, posting through the Lawnmower Services or otherwise (“Feedback”). Any Feedback you submit is non-confidential and will become the sole property of Lawnmower. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Further, you agree not to submit any feedback that is defamatory, illegal, offensive, or otherwise violates any right of any third-party, or breaches any agreement between you and any third-party.
XII. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content, materials, information, and functionality displayed, performed, contained or available on or through the Lawnmower Services, including, but not limited to, Lawnmower’s logo, text graphics, data, articles, pictures, information, images, illustrations, sound files, other files and the selection and arrangement thereof (collectively, the “Content”) are the proprietary property of Lawnmower or our licensors or suppliers and are protected by copyright laws and other intellectual property rights laws.
Lawnmower hereby grants you a limited, revocable, nonexclusive, nontransferable and nonsublicensable license, subject to the terms of this Agreement, to access and use the Lawnmower Services and Content solely for informational, transactional, or other approved purposes as permitted by Lawnmower from time to time. Any other use of the Lawnmower Services is expressly prohibited. We reserve all rights in our services and Content and you agree that this Agreement does not grant you any rights in or licenses to the Lawnmower Services or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivate works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Lawnmower Services or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limited the foregoing, you will not frame or display the Lawnmower Services or Content (or any portion thereof) as part of any other web site or any other work of authorship without our prior written permission. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Lawnmower Services.
“Lawnmower,” “Lawnmower.io,”, “Lawnmower Index”, “Lawnmower Blockchain Index”, “LBI”, and any other logos, methodologies, product or service names or slogans related to the Lawnmower Services or displayed on any of the Lawnmower Services are trademarks of Lawnmower or its licensors, and may not be copied, imitated, or used, in whole or in part, without Lawnmower’s prior written consent. You will not use any trademark, product or service name of Lawnmower without our prior written permission, including without limitation any metatags or other “hidden text” utilizing any trademark, product or service name of Lawnmower. In addition, the look and feel of the Lawnmower Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Lawnmower and may not be copied, imitated or used, in whole or in part, without prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply an endorsement, sponsorship or recommendation by us.
XIV. SUSPENSION; TERMINATION
Lawnmower may suspend or terminate your license to access or use the Lawnmower Services for any reason without notice at the Lawnmower’s discretion. You will stop accessing or using the Lawnmower Services immediately if Lawnmower suspends or terminates your license to access or use the Lawnmower Services. Lawnmower reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Lawnmower Services during suspension or after termination. Lawnmower may recover its reasonable attorneys’ fees and court costs from your for such actions. These Terms will remain enforceable against you while your license to access or use the Lawnmower Services is suspended and after it is terminated.
You may also terminate your license to access or use the Lawnmower Investment Services by closing your Lawnmower Investment Account at any time. To do so, contact Lawnmower at email@example.com. For more details on how we will process Lawnmower Investment Account closures, including how to withdraw bitcoin or ether from your wallets, please refer to our FAQs at https://www.lawnmower.io/faq.
XV. DISCLAIMER OF WARRANTIES
A. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE LAWNMOWER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AS TO THE LAWNMOWER SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
B. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH THE LAWNMOWER SERVICES MAY BECOME IRRETRIEVABLY LOST, CORRUPTED, TEMPORARILY UNAVAILABLE, OR EXPERIENCE DELAYED TRANSMISSION DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE LAWNMOWER’S CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH THE LAWNMOWER SERVICES.
Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. You may also have other legal rights that vary from state to state.
XVI. ASSUMPTION OF RISK
You acknowledge and agree that there are risks associated with using an Internet-based virtual currency service, including, but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third-parties may obtain unauthorized access to information stored within your Account. You acknowledge and agree that Lawnmower will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Lawnmower Services, however caused.
Lawnmower takes no responsibility for and will not be liable for any losses, damages or claims arising from the use of the Lawnmower Services, including, but not limited to, any losses, damages or claims arising from (a) server failure or data loss, (b) forgotten passwords, (c) your failure to follow or act on any notices or alerts that Lawnmower may send to you, or (d) “phishing,” spam, viruses, third-party attacks or any other unauthorized third-party activities.
XVII. LIMITATION OF LIABILITY
A. EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL LAWNMOWER, ITS AFFILIATES, SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF GOODWILL OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS, THE USE OF OR INABILITY TO USE THE LAWNMOWER SERVICES OR THE CONTENT, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM LAWNMOWER, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LAWNMOWER’S RECORDS, PROGRAMS OR THE LAWNMOWER SERVICES.
B. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF LAWNMOWER (INCLUDING ITS AFFILIATES, SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES) WHETHER IN TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), CONTRACT, WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USER OF, OR INABILITY TO USE THE LAWNMOWER SERVICES, COMPANY, OR THESE TERMS, EXCEED ONE HUNDRED U.S. DOLLARS ($100).
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations in this Section 15 may not apply to you.
To the fullest extent allowed by applicable law You agree to defend, indemnify and hold Lawnmower (and each of Lawnmower’s affiliates, officers, directors, members, agents, employees, and partners) harmless from and against any and all claims, demands, actions, liabilities, damages (actual and consequential), losses, costs or expenses, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Lawnmower Services (including any actions taken by a third party using your account); (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity, including, but not limited to, Coinbase. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH LAWNMOWER AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
A. Binding Arbitration. Except for disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents, you and Lawnmower agree: (1) to waive your and Lawnmower’s right to have any and all causes of action, claims or controversies arising from or relating to these Terms or the use or provision of the Lawnmower Services (collectively, "Disputes") resolved in a court; and (2) to waive your and Lawnmower’s right to a jury trial for any Dispute. Instead, you and Lawnmower agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
B. No Class Arbitrations, Class Actions or Representative Actions. You and Lawnmower agree that any Dispute arising from or relating to these Terms or the use or provision of the Lawnmower Services is personal to you and Lawnmower and that such Disputes will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. Neither party agrees to class arbitration or to an arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, neither you nor Lawnmower agrees that a Dispute can be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
C. Federal Arbitration Act. You and Lawnmower agree that these Terms affect interstate commerce and that the enforceability of this Section 18 will be governed by, construed and enforced, both substantively and procedurally, by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA") to the maximum extent permitted by applicable law.
D. Process. You and Lawnmower agree that you will notify each other in writing of any Dispute within thirty (30) days of when it arises so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Lawnmower will be sent by certified mail or courier to Lawnmower, Inc., Attn: Alex Sunnarborg, 2443 Fillmore St #380-5694, San Francisco, CA 94115. Your notice must include: (1) your name, postal address and the email address you use for your Lawnmower account; (2) a description of the nature or basis of the Dispute; and (3) the specific relief that you are seeking. If you and Lawnmower cannot agree how to resolve the Dispute within thirty (30) days after Lawnmower receives your notice, then either you or Lawnmower may, as appropriate pursuant to this Section 18, commence an arbitration proceeding or file a claim in court. You and Lawnmower agree that any arbitration or claim must be commenced or filed within one (1) year after the Dispute arose; otherwise, you and Lawnmower agree that the claim is permanently barred (which means that you will no longer have the right to assert a claim regarding the Dispute). You and Lawnmower agree that (A) any arbitration will occur in San Francisco County, California; (B) arbitration will be conducted confidentially by a single arbitrator of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”); (C) any arbitration will be conducted in English in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”) then in effect; and (D) that the state or federal courts in San Francisco County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award and over any Dispute between the parties that is not subject to arbitration. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.
E. Authority of Arbitrator. As limited by the FAA, these Terms and applicable JAMS rules, including Rule 8, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute and (2) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
F. JAMS Rules. The JAMS Rules, including Rule 8, which are hereby incorporated by reference, and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (1) acknowledge and agree that you have read and understand the JAMS Rules or (2) waive your opportunity to read the JAMS Rules and any claim that the JAMS Rules are unfair or should not apply for any reason.
G. Severability. If any provision of this Section 18 is held invalid or unenforceable, it will be so held to the minimum extent required by law and all other provisions of this Section 18 will remain valid and enforceable.
H. Changes. Notwithstanding the provisions of the modification-related provisions in these Terms, if Lawnmower revises this Section 18 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change within thirty (30) days of the date such change became effective by providing Lawnmower written notice of such rejection by writing to: Lawnmower, Inc., Attn: Alex Sunnarborg, 2443 Fillmore St #380-5694, San Francisco, CA 94115. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Section 18. By rejecting changes, you are agreeing to resolve disputes in accordance with the last version of the Terms you accepted.
I. Survival. This Section 18 will survive expiration or termination of these Terms.
XX. CLASS ACTION WAIVER
WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ACTION ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
A. Applicable Law. Any Dispute between the parties arising from ore relating to these Terms, whether or not subject to arbitration, will be governed by the laws of the State of California, without regard to principles of conflict of laws.
B. Venue. Any Dispute between the parties arising from or relating to these Terms not subject to arbitration or small claims court, will be decided by the state and federal courts in San Francisco County, California. You and Company agree to submit to personal jurisdiction of those courts.
C. Limitations Period. You agree that any Dispute arising out of or related to these Terms, your use of the Lawnmower Services, or your relationship with Lawnmower must be filed within one (1) year after such Dispute arose; otherwise, your claim is permanently barred.
D. Disputes with other Lawnmower users. If you have a dispute with one or more users of the Lawnmower Services, you release Lawnmower, its affiliates, Service Providers, and each of their respective officers, directors, agents, joint venturers, employees, and representatives from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, in entering into this release you expressly waive any protections (whether statutory or otherwise – e.g., California civil code §1542), that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
E. Entire Agreement; Order of Precedence. These Terms contain the entire understanding and agreement between you and Lawnmower, and supersede any and all prior and contemporaneous discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement) and every nature between and among you and Lawnmower. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Lawnmower for the Lawnmower Services or with any other company, entity or person (including without limitation any terms governing your Coinbase Account or Funding Account). In the event of any conflict between these Terms and any other agreement you may have with the Company, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
F. Amendments. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending you an email and/or by posting the amended Terms via the Lawnmower Services and updating the “Last Updated” date at the top of these Terms. All amended Terms will become effective immediately on the date they are posted to the Lawnmower website unless we state otherwise via our notice of such amended Terms. Any amended Terms will apply prospectively to use of the Lawnmower Services after such changes become effective. Your continued use of the Lawnmower Services following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the Lawnmower Services.
G. Consent to Electronic Records. By using the Lawnmower Services, you agree that Lawnmower may provide you with any notices or communications about your Lawnmower Account and the Lawnmower Services electronically via: (1) e-mail, SMS message, telephone call, or (2) by posting via the Lawnmower Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Lawnmower Account and your Lawnmower Account will be cancelled.
H. Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions you complete via the Lawnmower Services, and it is your responsibility to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities.
I. Waiver. Lawnmower’s failure or delay in exercising any right, power or privilege under these Terms will not operate as a waiver thereof. These Terms will not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.
J. Severability. If any provision of this Agreement will be determined to be invalid or unenforceable under any rule, law or regulation, or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of this Agreement will not be affected.
K. Relationship. Lawnmower is an independent contractor for all purposes, and is not your agent or trustee. Nothing in this Agreement will be deemed or is intended to be deemed, nor will it cause, you and Lawnmower to be treated as partners, joint ventures, or otherwise as joint associates for profit.
L. Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Lawnmower Account, including by operation of law or in connection with any change of control. Lawnmower may transfer, assign, or delegate these Terms and any or all of its rights and obligations hereunder without obtaining your consent or approval. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
M. Change of Control. In the event that Lawnmower is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, as part of such merger, acquisition, sale, or other change of control, to transfer or assign the information we have collected from you.
N. Headings. Headings of sections are for convenience only and will not be used to limit or construe such sections.
O. Force Majeure. We will not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure of the services offered by and wholly in the control of Coinbase or any other service provider, any delay or failure in the Bitcoin or Ethereum networks, including but not limited to the Verification Networks, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and will not affect the validity and enforceability of any remaining provisions.
P. Survival. Any term that, by its nature, should survive, including, without limitation, Section XIII (Suspension; Termination), Section XVIII (Arbitration), Section XVIIII (Class Action Waiver), and this Section XX (Miscellaneous), will survive any termination or expiration of these Terms.
Q. Stats, Research, Resources. Lawnmower may offer various illustrative statistics, data, and resources on assets and performance to our users over time. All data, analytics, and research are to be used for illustrative purposes only and should not be construed or interpreted as fact, advice, recommendation, or anything of similar nature.
R. Incentive and Referral Programs. Lawnmower may offer various incentive and referral programs to our users and prospective users from time to time. To mitigate losses that may arise from fraudulent or suspicious activity, we may employ defensive tactics such as performing additional due diligence on new accounts that may cause the receipt of funds from Lawnmower to be paused, delayed, or rejected. We reserve the right to make all final decisions on the payout of any incentive or referral bonuses and the timing, duration, and termination of any such programs.
S. U.S. Dollar (USD) Denomination. Lawnmower is currently intended for use only with Funding Account bitcoin & ether purchases & sales denominated in USD, BTC, or ETH, and is not responsible for any consequences that may result from the use of accounts not denominated in USD, BTC, or ETH.
T. Recurring Purchase Timing. Upon changing the amount ($) or time frame (to “Weekly” or “Monthly”) of your Recurring Purchases, the timing of your Recurring Purchase schedule will be reset. Your next bitcoin or ether purchase for the Recurring Purchase amount ($) specified will be initiated within approximately 24 hours and then initiated approximately every week or month thereafter depending on your time frame choice. You may disable your Recurring Purchases at any time by changing the time frame to “Never”.
U. Customer Support, Queries, Notices, and Complaints. For more information on Lawnmower and our services, please reference www.lawnmower.io/faq and www.lawnmower.io/security. If you ever have any questions, feedback, complaints, ideas, etc. for Lawnmower, please contact us electronically via our support system at firstname.lastname@example.org. Please be as detailed as necessary so we can best address your message.
V. Disclaimer. For the avoidance of any doubt, Lawnmower does not provide investment, tax, legal, nor any other sort of advice or recommendation, nor does Lawnmower broker trades on your behalf. By using the Lawnmower Services you acknowledge that Lawnmower is not responsible to any loss of bitcoin or ether resulting from theft, loss, or mishandling of bitcoin or ether private keys outside its control. Lawnmower is a software platform – you are fully responsible for evaluating your own investments, assets, technologies, research, and events, and determining whether you will trade any asset based on your own independent decision making. Assets frequently increase and decrease in value and past performance is not indicative of future results – investments involve significant risk of the loss of some or all funds from market and other investment risk. You are solely responsible for determining whether use of the Lawnmower Services, or any investment, conversion, purchase, transaction, or other action is appropriate for you based on your personal situation, investment objectives, financial circumstances, and risk tolerance.