Terms and conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY AND THE DISCLOSURES ELSEWHERE ON  https://www.re.xyz  AND ANY PAGES THEREOF. BY ACCESSING https://www.re.xyz AND ANY PAGES THEREOF, MOBILE APP (IF ANY) AND ANY OTHER TOOLS, FEATURES, OR FUNCTIONALITIES PROVIDED ON OR IN CONNECTION WITH OUR SERVICES ("SITE") YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS LISTED BELOW AND DISCLOSURES ON THE SITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND DISCLOSURES, DO NOT ACCESS THE SITE, OR ANY PAGES THEREOF. Re, Inc. ("Re" or “we”) has created the Site which is not intended to be visited or accessed by anyone to whom distributing information on the Site would be prohibited under any applicable law or regulation.

THESE TERMS AND CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST RE 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.

These Terms and Conditions cover important information about services provided to you and any charges, taxes, and fees Re bills you. These Terms and Conditions include information about future changes to these Terms and Conditions and limitations of liability.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Site from time to time, including, without limitation, the Privacy Policy located at  re.xyz/privacy-policy. All such terms are hereby incorporated by reference into these Terms and Conditions.

By using this Site, you ("User" or “you”) understand that these terms and conditions ("Terms and Conditions") between and among User and Re govern User's use of this Site, including the password-protected section of the Site ("Re Client Portal"). In offering the Re Client Portal, Re is making available to certain Re users access that allows such users (and, where applicable, such user’s authorized adviser or agent) to obtain information about the user’s account(s) with Re as well as additional information provided by Re (some of which may be obtained from third parties). User agrees to use the Site (which includes Re Client Portal) only in accordance with these Terms and Conditions. Re may amend or terminate these Terms and Conditions at any time. If Re makes a change to these Terms and Conditions that, in Re’s sole discretion, is material, Re will take steps to notify you by a notice on the Site. Otherwise, you may find the most recent version of the Terms and Conditions on the Site. By continuing to access or use the Site after any changes to the Terms and Conditions become effective, you agree to be bound by the revised Terms and Conditions.

Re does not control or operate or bear any responsibility for any underlying blockchain, decentralized storage solution, or distributed ledger network associated with any content displayed via the Site. Similarly, Re cannot guarantee the functionality of the underlying blockchain, decentralized storage solution, distributed ledger network, or any digital assets displayed via the Site, including those that are managed by third parties that we may work with.

Our sole role is to facilitate interaction of the users with the underlying blockchain, decentralized storage solution, or distributed ledger network. You should examine by yourself, either independently or together with the professional advisors, the quality, accuracy, and suitability of the Site for your needs and decide whether you should use and/or rely on the Site and any of the information on the Site.

We are not a wallet provider, exchange, broker, financial institution, money services business, or creditor. We do not have custody or control over the digital assets, NFTs, blockchains, or transactions you are interacting with, and we do not execute or effectuate purchases, transfers, or sales of any digital assets or other transactions via the Site. We do not have custody of, and does not control or manage in any way, the funds on the underlying blockchain or those of users in even a transitory manner. To use our Site, you must use a third-party wallet which allows you to engage in transactions on blockchains.

We are not a party to any agreement or transaction between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of the transactions that you enter into with, and the digital assets that you purchase from, third-party sellers and other users using the Site and we make no claims about the identity, legitimacy, functionality, or authenticity of third-party sellers, users, transactions, and digital assets visible on the Site. By engaging in the transactions through the Site, you confirm that you are able to bear the economic and other risks associated with such transactions. You understand that the value of any digital assets can be zero at any time.

Nothing contained in or on the Site should be construed as a solicitation of an offer to buy or sell, or recommendation to buy or sell any security, commodity, or investment, or to engage in any other transaction.

We may, from time to time, offer a number of products and services designed specifically for various categories of users. Not all products will be available to all users. These products or services are only offered to such users in those countries and regions in accordance with applicable laws and regulations.

The information provided on the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. All persons and entities accessing the Site do so on their own initiative and are responsible for compliance with applicable local laws and regulations.

THE REGULATORY ENVIRONMENT CONCERNING DIGITAL ASSETS AND BLOCKCHAIN TECHNOLOGY CONTINUES TO DEVELOP. THE APPLICATION AND INTERPRETATION OF EXISTING LAWS AND REGULATIONS ARE OFTEN LARGELY UNTESTED AND THERE IS A LACK OF CERTAINTY AS TO HOW THEY WILL BE APPLIED. NEW LAWS AND REGULATIONS WILL BE PROMULGATED IN THE FUTURE THAT APPLY TO BLOCKCHAIN TECHNOLOGY AND DIGITAL ASSETS, AND RELATED SERVICE PROVIDERS, AND NO ASSURANCE CAN BE GIVEN THAT ANY SUCH CHANGES WILL NOT ADVERSELY AFFECT THE SITE, ANY DIGITAL ASSETS, OR SERVICES. IT IS NOT POSSIBLE TO PREDICT HOW SUCH CHANGES WOULD AFFECT THE PRICE AND LIQUIDITY OF ANY DIGITAL ASSET. RE MAY HAVE TO LIMIT THE AVAILABILITY OF THE SITE, CERTAIN DIGITAL ASSETS, OR SERVICES OR DISALLOW USERS BASED ON THEIR CITIZENSHIP, RESIDENCE OR LOCATION FROM ENGAGING IN THE TRANSACTIONS OR ACCESSING THE SITE IF DOING SO BECOMES COMMERCIALLY UNSUSTAINABLE OR LEGALLY PROHIBITED.

The Site is operated from offices within the United States of America. Re does not represent that the information on the Site is appropriate or available for use in other locations. Access from certain locations may be strictly prohibited.

As part of the User’s use of the Site, Re may require the User to create an account for accessing and using Re Client Portal and any protected areas of the Site. In doing so, the User may be required to create an account on a third-party website, platform, or service and to provide information on such account to Re. In creating the account, the User agrees to voluntarily provide the information needed for the account creation process, including the information linked to the User’s account on a third-party website, platform, or service, and User further agrees that Re’s handling of that information is governed by these Terms and Conditions and the above-mentioned Privacy Policy. By creating an account, the User consents to receive electronic communications from Re and its affiliates (e.g., via email, push notification, text messages, or other types of messages).

The User’s account on the Site may be associated with User’s blockchain address. By using User’s third-party wallet or account in connection with the Site, the User agrees that the User is using that wallet or account under the terms and conditions of the applicable provider of the wallet or account. Wallets are not operated by, maintained by, or affiliated with Re or its affiliates, and Re and its affiliates do not have custody or control over the contents of the User’s wallet and have no ability to retrieve or transfer its contents.

User shall be the only authorized user of the Re Client Portal under these Terms and Conditions. User may use Re Client Portal by entering User’s username/email address and password. User is solely responsible for maintaining the confidentiality of any account information, username/email addresses, passwords, and/or security questions and answers that User uses to access any page or feature on this Site, for logging off User's account and any protected areas of the Site, and for User's other security data, methods, and devices. User is solely responsible for all activities occurring under its account's user names/email addresses, passwords and/or security questions and answers, including those activities that result from User's negligence, carelessness, misconduct, or failure to use or maintain appropriate security measures. Re will not be liable for any loss or damage arising from User's failure to comply with this paragraph.

User can delete or otherwise terminate User’s account at any time by using the functionalities available on the Site.

User’s access and use of the Site, including Re Client Portal and User’s account, may be interrupted from time to time for any reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Site or other actions that Re, in its sole discretion, may elect to take.

Access to a User's account information through Re Client Portal is granted to User and/or any agent or advisor authorized by User. User should not disclose personal password or security information to the agent/advisor; each authorized agent/advisor will have access to Re Client Portal through the agent/advisor's own password and security information. User may terminate access by an agent/advisor to its account information by notifying Re. Re will terminate the agent/advisor's access to User's account information within a reasonable period of time after receipt of the termination request. User maintains sole responsibility for granting and/or terminating authorization for agent/advisors.

User agrees that the Site, including all information provided on the Site, is the proprietary property of Re and/or third parties from whom Re has obtained rights to provide access to Re's customers. Re hereby grants the User a limited, non-exclusive, non-transferable, revocable license to access and use the Site, including Re Client Portal. Re’s grant of such license is subject to the User’s compliance with these Terms and Conditions, the Privacy Policy, other policies and guidelines posted on the Site, and the following conditions:

• Unlawful Activity: User agrees not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), or that involves proceeds of any unlawful activity.
• Abusive Activity: User agrees not to engage in any activity that poses a threat to the Site, for example by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ accounts.
• Inappropriate Behavior: User agrees not to interfere with other users’ access to or use of the Site.
• Communication: User agrees not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, including any communications relating to any proposed transaction which would be illegal under U.S. or other applicable law, requests for donations, or spam; (2) engaging in hate speech or harassing or abusing other users; (3) interfering with transactions of other users.
• Fraud: User agrees not to engage in any activity which operates to defraud Re, its affiliates, employees, contractors, other users, or any other person, including any activity on the Site engaged in to fraudulently induce any proposed transaction which would be illegal under U.S. or other applicable law; or to provide any false, inaccurate, or misleading information to Re and its affiliates.
• Transactions: User agrees not to engage in any transactions via the Site that would be illegal under U.S. or other applicable laws.
• Gambling: User agrees not to utilize the Site to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.
• Taxes: Re or its affiliates are not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (the “Taxes”), that apply to the User’s transactions. The User agrees that the User is solely responsible for determining what, if any, Taxes apply to the User’s transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities.
• Intellectual Property Infringement: User agrees not to (1) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (2) use Re’s content from the Site without the express written permission from Re; or (3) engage in any action that implies an untrue endorsement or affiliation with Re.
• Hyperlinks: User is hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site provided that such link does not portray Re, its affiliates, or the Site in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any illegal materials, or other materials that may be considered offensive, harassing, harmful, or otherwise objectionable.
• Other Prohibitions: User agrees not to engage in any copying, modification, reproduction, or otherwise appropriation of the Site (including information obtained through Re Client Portal) or any material owned by Re as part of User’s use of the Site without express written permission from Re for the proposed copying, modification, or appropriation of the Site or material. User agrees to not publish, broadcast, retransmit, reproduce, commercially exploit, or otherwise disseminate the data, information, material or services provided on the Site (including information obtained through Re Client Portal) unless expressly approved in writing by Re or authorized under these Terms and Conditions.

Re and its affiliates do not assume any liability or guarantee for the timeliness, accuracy and completeness of the information provided on the Site. Re uses reasonable efforts to obtain information from sources which it believes to be reliable; however, Re makes no representation and provides no warranty that the information or opinions contained on the Site are accurate, reliable or complete. The information on the Site is provided for informational purposes only and is subject to change without notice.

We are not acting as your financial, legal, or tax advisor and you must not regard us as acting in that capacity. You should consult your own independent professional advisors before entering into any transaction, and enter into a transaction only if you fully understand its nature, the contractual relationship into which you are entering, all relevant terms and conditions, and the nature and extent of your exposure to loss.

The strategies and information discussed on the Site may not be suitable for all users and are not the obligations of Re or guarantees by Re. The deposits, transactions, or transfers of funds through the Site are not bank deposits and are not insured by the FDIC or any other entity and are subject to various risks, including the loss of the principal amount deposited or transferred. User should consider obtaining relevant and specific professional advice before making any decision to deposit or transfer the funds or engage in a transaction through the Site. Re makes no representations as to the reliability or accuracy of the opinions or suggestions provided to users by third parties, including agents/advisors, and assumes no liability with respect to the same.

THE INFORMATION ON THE SITE IS PROVIDED "AS IS." NEITHER RE NOR ITS AFFILIATES WARRANT THE ACCURACY OF THE INFORMATION, DATA OR MATERIALS PROVIDED HEREIN, EITHER EXPRESSLY OR IMPLIEDLY, FOR ANY PARTICULAR PURPOSE AND EACH EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, TITLE AND NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER RE NOR ITS AFFILIATES WARRANT THAT THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. RE AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SITE.

WHILE RE ATTEMPTS TO MAKE USER’S ACCESS TO AND USE OF THE SITE SAFE, RE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE AND ITS CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT USER DISCLOSES ONLINE.

RE AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE TO USER AND TAKE NO RESPONSIBILITY FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE AND ITS CONTENT.

RE AND ITS AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE THIRD-PARTY CONTENT VISIBLE THROUGH THE SITE.

All trademarks, service marks, and logos appearing on this Site are the exclusive property of their respective owners.

All Re graphics, logos, page headers, and service names are trademarks, service marks, or trade dress of Re. Re's trademarks, service marks and trade dress may not be used in connection with any product or service that is not Re's, in any manner that is likely to cause confusion among customers or users (both actual and potential), or in any manner that disparages or discredits Re. Nothing contained on this Site should be construed as granting any license or right in or to any trademarks, service marks, or trade dress of Re.

Re may from time to time provide hypertext or other links to sites that may be of interest to Users. Re does not endorse, sponsor or promote any products or services offered by such sites and has not passed on the merits of any information contained on such sites.

Re assumes no responsibility whatsoever for any material outside its own Site. Re is not responsible for the privacy practices of third party websites.

By accessing or using the Site, the User agrees to the collection, use, storage, and disclosure of User’s data in accordance with these Terms and Conditions and the Privacy Policy.

SERVICE CONTENT, SOFTWARE AND TRADEMARKS:

You acknowledge and agree that the Site may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Re or these Terms and Conditions, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Site or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Site. In connection with your use of the Site you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Re from accessing the Site (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Site or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Site, the services, or distributed in connection therewith are the property of Re, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Re. Notwithstanding the terms above, if the Software or any part thereof is released under an open-source license, the terms of such license should prevail over these Terms and Conditions with regard to the Software.

The Re name and logos are trademarks and service marks of Re (collectively the “Re Trademarks”). Other Re, product, and service names and logos used and displayed via the Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Re. Nothing in these Terms and Conditions or the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Re Trademarks displayed on the Site, without our prior written permission in each instance. All goodwill generated from the use of Re Trademarks will inure to our exclusive benefit.

Re reserves the right to change content without notice. Unless authorized by these Terms and Conditions, no part of the Site may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying or recording, or by any information storage or retrieval system, without the express written permission of Re.

THIRD PARTY MATERIAL:

Under no circumstances will Re be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Re does not pre-screen content, but that Re and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Site. Without limiting the foregoing, Re and its designees will have the right to remove any content that violates these Terms and Conditions or is deemed by Re, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

USER CONTENT TRANSMITTED THROUGH THE SITE:

With respect to the content or other materials you upload through the Site or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Re and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, create derivative works, and otherwise use your User Content in connection with the operation of the Site or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site (the “Submissions”), provided by you to Re are non-confidential and Re will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Re may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Re, its users and the public. You understand that the technical processing and transmission of the Site, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Re may, in its sole discretion, remove User Content or information you share on the Site if Re believes that User Content or such information violates these Terms and Conditions or any of the policies and guidelines posted on the Site, now in place or as instituted in the future.

COPYRIGHT COMPLAINTS:

Re respects the intellectual property of others, and Re asks the users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Re of your infringement claim in accordance with the procedure set forth below.

Re will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Re’s copyright agent (the “Copyright Agent”) at hello@re.xyz (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:

To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Site, with enough detail that Re may find it on the Site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

COUNTER-NOTICE:

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• your name, address, telephone number, and email address.

If a counter-notice is received by the Copyright Agent, Re will send a copy of the counter-notice to the original complaining party informing that person that Re may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

REPEAT INFRINGER POLICY:

In accordance with the DMCA and other applicable law, Re has adopted a policy of terminating, in appropriate circumstances and at Re's sole discretion, users who are deemed to be repeat infringers. Re may also at its sole discretion limit access to the Site, including Re Client Portal, and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

While Re takes active steps, including use of firewall barriers, encryption techniques and authentication procedures to protect all information Re receives online, Re cannot guarantee the security of any information User transmits to the Site online, and User do so at User's own risk.

If User shares User's information, including, if applicable, User's password information, with a third party, User does so at User's own risk. By doing so, User may compromise the security of User's information, including account/financial information, where applicable. If User shares User's password information with a third party, such as an information aggregator, Re may not be able to verify the user of the password information, and Re assumes no liability or responsibility whatsoever for the integrity and security of that third party's information systems or the dissemination, through a third party, of any of User's personal and confidential information. For security reasons, User will automatically be logged out of a password-protected site after 30 minutes of browser inactivity.

User agrees to indemnify and hold Re and its affiliates and their officers, employees, directors, agents, contractors, and subsidiaries (collectively, “Indemnitees”) harmless from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (the “Claims”), arising out of or relating to (a) User’s use or misuse of the Site or anything posted on the Site, (b) User’s violation of these Terms and Conditions, (c) User’s violation of the rights of a third party, including another user, (d) the User Content; and (e) User’s failure to pay any Taxes in connection with User’s transactions. User agrees to promptly notify Re of any third-party Claims and cooperate with the Re in defending such Claims. User further agrees that Re shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN AN APPLICABLE LAW OR A WRITTEN AGREEMENT BETWEEN THE USER AND RE.

Notwithstanding the foregoing, the User will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT RE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE, INCLUDING BROWSING IN OR LINKING TO OTHER SITES FROM THE SITE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL RE’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE USER FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS AND CONDITIONS, THE ACCESS TO AND USE OF THE SITE, OR ANY PRODUCTS SERVICES, OR DATA PURCHASED THROUGH OR FROM THE SITE EXCEED THE AMOUNT USER HAS PAID RE AND ITS AFFILIATES IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO RE’S LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY FRAUD OR FRAUDULENT MISREPRESENTATION.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO THE USER OR BE ENFORCEABLE WITH RESPECT TO THE USER. IF THE USER IS DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS AND CONDITIONS, THE USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

IF ANY PORTION OF THE SECTIONS TITLED “NO WARRANTY” AND “LIMITATION OF LIABILITY” IS HELD TO BE INVALID UNDER THE APPLICABLE LAWS, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THESE SECTIONS.

AGREEMENT TO ARBITRATE

This Dispute Resolution by Binding Arbitration section is referred to in these Terms and Conditions as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Re or its affiliates, whether arising out of or relating to these Terms and Conditions (including any alleged breach thereof), the Site, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms and Conditions, you and Re are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF

YOU AND RE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND RE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. 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 CLAIM(S).

PRE-ARBITRATION DISPUTE RESOLUTION

Re is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at hello@re.xyz. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Re should be sent to 137 Noe St, San Francisco, CA 94114 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Re and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Re may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Re or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Re is entitled.

ARBITRATION PROCEDURES

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms and Conditions as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and Conditions and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Re and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Re agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

COSTS OF ARBITRATION

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

CONFIDENTIALITY

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

SEVERABILITY

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms and Conditions will continue to apply.

FUTURE CHANGES TO ARBITRATION AGREEMENT

Notwithstanding any provision in these Terms and Conditions to the contrary, Re agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Site, you may reject any such change by sending Re written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms and Conditions (or accepted any subsequent changes to these Terms and Conditions).

User agrees that Re, in its sole discretion, may suspend or terminate User’s account (or any part thereof) or User’s use of, or access to, the Site (including the Re Client Portal) and remove and discard any content within the Site, for any reason, including, without limitation, for lack of use or if Re believes that the User has violated or acted inconsistently with the letter or spirit of these Terms and Conditions and other policies and guidelines posted on the Site. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of the User’s use of the Site, may be referred to appropriate law enforcement authorities. Re may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. User agrees that any termination of User’s access to the Site may be effected without prior notice, and acknowledges and agrees that Re may immediately deactivate or delete User’s account and all related information and files in User’s account and/or bar any further access to such files or the Site. Further, the User agrees that Re will not be liable to the User or any third party for any termination of the User’s access to the Site. The User acknowledges and agrees that Re shall have no liability or obligation to the User in any of the above-mentioned events and that User will not be entitled to a refund of any amounts that the User has already paid to Re. Additionally, if the User breaches any of the provisions of these Terms and Conditions and other policies and guidelines posted on the Site, all licenses granted by Re to the User will terminate automatically.

Unless otherwise precisely indicated herein, these Terms and Conditions, the Privacy Policy, and other policies and guidelines posted on the Site constitute the entire agreement between you and Re and govern your use of the Site, superseding any prior agreements between you and Re with respect to the Site. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms and Conditions will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Re agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within State of Delaware. The failure of Re to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction or an arbitrator to be invalid, the parties nevertheless agree that the court or the arbitrator should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect. User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms and Conditions without the prior written consent of Re, but Re may assign or transfer these Terms and Conditions, in whole or in part, without restriction. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Site may also provide notices to you of changes to these Terms and Conditions or other matters by displaying notices or links to notices generally on the Site.

You agree that a breach of these Terms and Conditions will cause irreparable injury to Re for which monetary damages would not be an adequate remedy and Re shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

Under California Civil Code Section 1789.3, users of the Site from California are entitled to the following specific consumer rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834. You may contact us at 548 Market St., PMB #86787, San Francisco, CA 94104 or hello@re.xyz.

Please contact us at  hello@re.xyz to report any violations of these Terms and Conditions or to pose any questions regarding these Terms and Conditions or the Site.