Slingshot Finance, Inc. (the “Company”, “Slingshot”, “we”, “us” or “our”) is a blockchain and web3 company focused on developing, offering and using decentralized technologies, software, products and other solutions (collectively, the “Products”). The Company hosts a top level domain website for Slingshot Finance at https://slingshot.finance, that provides information on the Company and its offerings and access to , including Flex (collectively, the “Site”) and a mobile application(s) (the “App” or “Apps”, and collectively with the Site, the “Interface”) to access and use the Products. As used in these Terms and Conditions, “Services” means, collectively, the Products, Interface and Content (“Content” is defined further herein), including offerings thereunder (e.g., Promotions and Forums, as defined further herein).
The Company is a technology provider that makes the Services available to certain users to use as they see fit in accordance with these Terms and Conditions. Users can elect to use the Services to access a decentralized application and smart contracts that they can use to search for, send, receive and swap certain tokens, cryptocurrencies and other crypto- and blockchain-based digital assets and collectibles on various blockchain protocols (collectively, “Digital Assets”), and access additional functionality as may be added to the Services from time to time. Users can use the App to store Digital Assets locally on their own devices (i.e., they are not in the Company’s custody or control), access a decentralized application and smart contracts that they can use to search for, send, receive and swap certain Digital Assets on various blockchains, and access additional functionality as may be added to the App from time to time.
These Terms and Conditions govern your access to and use of the Services and constitute a legally binding agreement between us and you and/or the entity that you represent (“you”, “your” or “user”, and collectively with the Company, the “parties”). These Terms and Conditions contain important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved.
ARBITRATION NOTICE: THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES, WHICH IS CONTAINED BELOW IN THE SECTION TITLED "DISPUTE RESOLUTION". EXCEPT AS OTHERWISE DESCRIBED HEREIN, IF YOU ARE LOCATED IN THE UNITED STATES, YOU AGREE THAT DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.
Please read these Terms and Conditions carefully before accessing or using the Services. The Services are only available to you and you should only use the Services if you agree completely with these Terms and Conditions. By clicking a button or checkbox to accept or agree to these Terms and Conditions, or by using or continuing to use the Services in any manner, you: (1) acknowledge and agree to these Terms and Conditions, including any disclosures, policies, rules or other sources incorporated herein by reference; (2) acknowledge and agree to be bound by these Terms and Conditions in their entirety; and (3) consent to the collection, use, disclosure and other handling of your information as described in the Privacy Policy, available at https://slingshot.finance/privacy, which is incorporated herein by reference. If you do not agree, you are not authorized to access or use, and may be restricted from accessing or using, the Services.
To access or use the Services, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your country of residence and are not prohibited or barred from using the Services under applicable law. By using the Services and agreeing to these Terms and Conditions, you represent and warrant that:
In light of the above, the Services, or some portion thereof, are not available to persons in certain countries or regions. The Services also are not available to persons or wallets listed on a Specially Designated Nationals List or similar list.
These Terms and Conditions are in addition to any terms and conditions, terms of use, official rules or other agreement between you and the Company. In the event of a conflict, these Terms and Conditions control.
Content
The Services may include or make available certain content to users in accordance with these Terms and Conditions (the “Content”). Content is published as of its stated date or, if no date is stated, the date of first posting or availability. The Company has no duty to update any Content after it is published. Content may include, without limitation: (1) information on positions, balances, transactions, confirmations and history; (2) general news and information, commentary, research reports, data and educational material and information; (3) market data and/or last sale information for completed transactions; (4) educational and interactive tools, such as alerts or calculators; (5) names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by the Company; (6) information, notices, reminders and other content sent directly to you via push notification, email or similar electronic means; and (6) any other information, data, content, services or software as the Company may choose to provide or make available through the Services. In its sole discretion and subject to eligibility requirements, the Company may make certain Content available only to eligible users; for example, the Company may elect to charge fees for certain Content and only users who pay such fees will be able to access the Content.
The Company and its licensors exclusively own all right, title and interest in the Services, including all associated intellectual property rights. You acknowledge and agree that the Services are protected by copyright, trademark and other applicable laws of the United States and foreign countries. You agree to not remove, alter or obscure any Marks or other proprietary rights notices incorporated in or accompanying the Services. The Services are provided exclusively for personal and noncommercial access and use. No part of the Services may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without the Company’s express prior written consent.
“User Content” means any information, data, graphics, commentary, research, works of authorship of any kind and other information or materials that are posted, submitted, uploaded, sent, generated, provided or otherwise made available through the Services by you, including in chats, social media, blogs, wikis, online meetings or conferences, telecasts, podcasts and other public media (collectively, the “Forums”). The Company does not claim any ownership rights in User Content and nothing in these Terms and Conditions will be deemed to restrict any rights that you may have to use your User Content.
By agreeing to these Terms and Conditions and using the Services, you consent to any form of recording and retention of any communication, information and data, including, without limitation User Content, exchanged between you and the Company, its affiliates and its and their respective officers, directors, employees, agents and representatives.
With respect to your access to and use of the Services, including, without limitation, the Forums, you acknowledge that:
You acknowledge that if you do not comply with the foregoing the Company reserves the right to suspend or terminate your access to the Forums and the Services. You further acknowledge that the Company reserves the right, in its sole discretion, to remove any content that does not adhere to the foregoing; however, at no time will any User Content or other information or material posted by users to the Forums constitute a communication or position of the Company and the Company is not responsible for any such User Content or other information or material.
Company’s Rights in User Content Granted by You
You grant the Company a worldwide, nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable and transferable license to use, copy, distribute, create derivative works of, publicly display and publicly perform your User Content, subject to the Privacy Policy.
You warrant and represent that you have the right and authority to submit your User Content and that neither your User Content nor any part thereof infringes, misappropriates or otherwise violates the intellectual property rights or other rights of any person or entity. You acknowledge that in certain instances where you removed your User Content, some of your User Content (e.g., past posts) may not be completely removed and copies of your User Content may continue to exist via the Services. You acknowledge that the Company is neither responsible nor liable for the removal or deletion (or the failure to remove or delete) any of your User Content.
Your Rights in the Services Granted by the Company
The Services are proprietary to the Company and its licensors and must be used strictly in accordance with these Terms and Conditions. The Company grants you a limited, nonexclusive, non-transferrable, non-sublicensable, fully-revocable right to access and use the Services strictly in accordance with these Terms and Conditions.
You agree not to use the Services in any manner or for any purpose other than as expressly permitted by these Terms and Conditions. For the avoidance of doubt, except as expressly authorized in prior written consent from the Company, you will not and will not attempt to: (i) modify, distribute, alter, tamper with, repair or otherwise create derivative works of any Content included in the Services (unless Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works); (ii) reverse engineer, disassemble or decompile the Services or apply any other process, procedure or technology to derive the source code of any software included in the Services; (iii) access or use the Services in a way intended to avoid incurring fees or exceeding use requirements; (iv) use scraping or similar techniques to mine data; or (v) resell or sublicense the Services, or use the Services to provide software as a service.
You will not use the Marks unless you obtain our prior written consent. You will not misrepresent, embellish or otherwise distort the relationship between the Company and you, including, without limitation, by expressing or implying that we sponsor, endorse or contribute to you or your business. You will not imply any relationship or affiliation between the Company and you.
If you live in certain countries or regions and hold eligible Digital Assets in your Slingshot Wallet or another connected wallet, then you may be eligible to access certain decentralized integrations or other content via the Services that are provided by one or more third-parties (the “Third-Party Providers”). Your use of such Third-Party Providers’ content or services (the “Third-Party Services”) is subject to the terms and conditions, privacy materials and policies of those Third-Party Providers, which you may be asked to agree to.
If you are eligible, you can connect your Slingshot Wallet or another connected wallet directly to a Third-Party Service, such as a protocol, app or other service, to access functionality that Slingshot does not itself offer, provide or support, subject to geographic restrictions and other eligibility requirements that may be imposed by Slingshot or Third-Party Providers (i.e., Third-Party Services may not be available in all regions and countries).
When accessing and using Third-Party Services you understand and agree that:
Slingshot does not itself provide the Third-Party Services nor does it engage in any managerial, support or other efforts related to the Third-Party Services or your use thereof.
Slingshot does not endorse, recommend or otherwise encourage you to use Third-Party Services.
Slingshot is not responsible for the availability or legitimacy of the content, products or services on or accessible via Third-Party Services, including any related technology, website, document or other resources or links displayed or made available therein.
Slingshot makes no guarantees, warranties or representations, express or implied, about any Third-Party Services, the Third-Party Providers they are owned and operated by, the information contained on them or the suitability of their products or services for you. You should do your own research before using any Third-Party Services.
Your use of Third-Party Services is optional and only you can elect to use Third-Party Services. Using Third-Party Services may involve risks, including the risk that you may lose some or all of your Digital Assets. If you elect to use Third-Party Services then you assume all risk of doing so and you agree that Slingshot is not responsible for any direct or indirect damages or losses that you may incur by using the Third-Party Services.
To the extent that a Third-Party Provider has specific eligibility or other requirements, such requirements are set by the Third-Party Provider and Slingshot has no influence or decision making authority over such requirements.
Any interest, rewards or similar rates are estimates based on information provided by Third-Party Providers and actual interest, rewards or similar rates may differ. Slingshot is not involved in the setting, calculation or tracking of any such interest, rewards or similar rates. Any rewards or similar disbursements are not guaranteed and are handled and distributed by Third-Party Providers and not Slingshot.
Slingshot does not at any point hold, control, own, direct or otherwise exercise discretion regarding your Digital Assets when you elect to use Third-Party Services.
You are solely responsible for paying any applicable income taxes or similar taxes or payments resulting from your use of Third-Party Services.
Slingshot will receive payments or other remuneration when you use certain Third-Party Services either by collecting a fee from you or by receiving a portion of fees collected by Third-Party Providers.
To the extent that any Third-Party Provider is independently owned or controlled by Slingshot employees or investors, Slingshot walls off those employees or investors from any decisions or confidential information regarding the Third-Party Services provided by that Third-Party Provider in order to minimize potential conflicts of interest. Slingshot may elect to use Third-Party Services by using its own Digital Assets, in which case Slingshot would not receive any preferential treatment as compared to any other person who elects to use the Third-Party Services.
The Services are non-custodial, meaning that the Company does not custody, hold, safekeep or otherwise have access to your Digital Assets, private keys or seed/recovery phrases so we cannot sell, transer, loan, hypothecate or otherwise alienate Digital Assets held in your wallet. However, there are certain risks associated with the use of non-custodial wallets as described in the Risk Acknowledgement section below.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. You acknowledge and agree to the fullest extent permitted by law that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms and Conditions.
Slingshot may elect to charge fees for the Services, or some portion thereof, made available to you. Slingshot reserves the right to change any applicable fees at its discretion. Any applicable fees will be disclosed to you and charged at the time that you access the Services, or some portion thereof. Fees may vary due to promotions, rewards or other incentive programs, in which case the fees disclosed to you will reflect your applicable fee rate or tier.The Company will also earn revenue in connection with your use of the Services in certain other situations, including: (1) when you use the Services and the best price available for your transaction sources liquidity, in whole or in part, from a liquidity pool operated by the Company or to which the Company contributed, in which case we will retain a small portion of any price improvement; (2) we will earn a bridging fee when you use the Services to bridge between liquidity zones; (3) we will earn revenue for your transactions on our NFT marketplace; and (4) we will earn revenue when you use the Services to access certain Third-Party Services either by collecting a fee from you or by receiving a portion of fees collected by the Third-Party Providers. We want you to use the Services to find the best prices available and we will not modify the Services to intentionally negatively impact your transactions or the prices that you receive. You agree that under no circumstances will the Company incur liability of any kind to you arising from or relating to the foregoing revenue.
You are responsible for paying gas, bridge and other network fees applicable to a particular liquidity zone when you send, receive or swap Digital Assets on that liquidity zone. You also may incur other charges from Third-Party Providers for the use of Third-Party Services. Third-Party Providers’ fees are not charged by or paid to the Company. You agree that under no circumstance will the Company incur liability of any kind to you arising from or relating to gas fees or other fees charged to you by Third-Party Providers in connection with your use of the Services. The Company strives to provide accurate fee information, but any such information reflects our estimate of fees. You understand and agree that any fees disclosed to you are estimates only and may vary from the fees that you actually pay. The Company may not be held liable for, and you hereby forever release the Company from, any losses or other liabilities arising from an inaccurate estimate of fees, prices or rates provided in connection with your use of the Services.
You expressly acknowledge and agree that your use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. The Services are provided on an “as is” and “as available” basis without any representation or warranty, whether express, implied or statutory. To the fullest extent permitted under applicable law, the Company expressly disclaims all warranties of any kind with respect to the Services, whether express or implied, including, without limitation, warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. The Company does not make any representations or warranties that access to the Services will be continuous, uninterrupted, timely or error-free. The Company does not guarantee the accuracy, timeliness, completeness or usefulness of the Services. You agree to use the Services only at your own risk.
You agree to indemnify, defend and hold harmless the Company and its affiliates and its and their respective officers, directors, employees, agents and representatives, from and against any claims, disputes, demands, liabilities, damages, losses and costs and expenses, including, without limitation, reasonable legal and accountant fees, arising out of, or relating to or in any way connected with: (1) your access to and use of the Services; (2) your User Content; (3) Third-Party Services; or (4) your violation of these Terms and Conditions. For the avoidance of doubt, the foregoing includes, without limitation: (1) any act, error, or omission, including matters relating to incorrect, incomplete or misleading information; (2) libel; (3) invasion of privacy; (4) infringement of a copyright, trade name, trademark, service mark or other intellectual property; or (5) any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Services.
THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE “SERVICES”; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE “SERVICES”; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE “SERVICES”. THE COMPANY WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE CONTENT, SOFTWARE, PRODUCTS, SERVICES AND/OR INFORMATION PROVIDED OR OFFERED BY THIRD-PARTIES AND ACCESSED VIA THE “SERVICES”.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) WILL NOT EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS (US$100) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
By accessing and using the Services, you represent that you: (1) understand the risks associated with using blockchain, cryptographic, web3 and other decentralized applications; (2) understand the risks associated with sending, receiving and swapping Digital Assets; and (3) have a working knowledge of the use and operation of Digital Assets. You also acknowledge that:
You acknowledge that the Company is a developer of decentralized technology, software and products that you may use to search for, send, receive and swap Digital Assets, subject to these Terms and Conditions. The Company does not: (1) operate a Digital Asset exchange, alternative trading system or other trading platform; (2) act as a broker, dealer, custodian, exchange, designated contract market, commodity pool or other regulated entity; (3) offer Digital Asset trade execution, custody, clearing or similar services; or (4) have oversight, involvement or control over your Digital Assets or your transactions completed via the Services.
You acknowledge that the Company is not registered with the U.S. Securities and Exchange Commission because it does not offer securities services in the United States or to U.S. persons, nor is the Company registered with the U.S. Commodity Futures Trading Commission because it does not offer futures or derivatives services in the United States or to U.S. persons. You acknowledge further that the Company is not registered or licensed with any other financial regulatory or similar authority, and no such authority has reviewed or approved the Services. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Company or the Securities Investor Protection Corporation.
You acknowledge that the Company operates in a dynamic industry and that we intend to update our Company-developed smart contracts and other technology related to the Services to account for technological advancements, industry developments, new or modified security measures, and other risks or changes that may present themselves. You agree that the foregoing does not reflect, nor is it intended to reflect, a binding commitment and does not in any way guarantee, warrant or otherwise ensure full functionality and security of the Services at all times. The Company has no ongoing duty or obligation to alert you of the potential risks of accessing or using the Services.
The Company intends to provide accurate, complete and timely Content, but that intention does not reflect, nor is it intended to reflect, a binding commitment, and the Content may not be accurate, complete, error-free or current. Content and other aspects of the Services may be periodically changed or updated without notice to you. You acknowledge that the Company does not guarantee, represent or warrant the accuracy, completeness or timeliness of any Content or other information distributed or made available via the Services, including, without limitation, the Forums. Any reference to a particular or a type of Digital Asset on the Forums or through the Services does not indicate our approval or disapproval of the Digital Asset or technology on which the Digital Asset relies, and should not substitute your understanding and acceptance of the risks specific to each type of Digital Asset.
You expressly agree that you assume all risks in connection with your access to and use of the Services. You expressly waive and release the Company, its affiliates and its and their respective officers, directors, employees, agents and representatives, from any and all liability, claims, causes of action or damages arising from or in any way relating to your use of the Services and your interaction therewith.
Governing Law
These Terms and Conditions will be construed and enforced in accordance with the laws of the state of California applicable to contracts entered into and performed in California by residents thereof, provided that all provisions herein related to arbitration will be governed by and construed in accordance with the Federal Arbitration Act.
Mandatory Arbitration
PLEASE READ THIS “MANDATORY ARBITRATION” SECTION CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND THE COMPANY AND THE MANNER IN WHICH YOU CAN SEEK RELIEF.
You and the Company agree that any and all past, present and future disputes, claims or causes of action arising out of or relating to your use of the Services, these Terms and Conditions or any other disputes between you and the Company (including, without limitation, disputes regarding the effectiveness, scope, validity or enforceability of of these Terms and Conditions and agreement to arbitrate) (the “Disputes”), shall be determined by arbitration unless: (1) your country of residence does not allow this arbitration agreement; (2) your Dispute is subject to an exception to this agreement to arbitrate as described in this section; (3) you or the Company have claims that qualify for small claims court, in which case such claim or request for relief may proceed in small claims court in the state of California; or (4) you or the Company seek equitable relief in court for infringement or other misuse of intellectual property rights. You and the Company agree that any arbitration pursuant to this provision will not proceed as a class, group or representative action.
“Country of residence” means the country in which you have legal residence and any country from which you regularly access and use the Services. If more than one country meets that definition for you, your country of residence is where you have lived for the past six months; if you have more than one country of residence, it will be the country with which you established permanent or most frequent residence.
You and the Company further agree to attempt informal resolution prior to any demand for arbitration. However, if informal resolution is not possible, you and the Company agree to notify each other in writing of any dispute within thirty (30) days as of when it arises. Notices to the Company shall be sent to [email protected]. Any such notices must include: (1) the name, telephone number, mailing address, email address and wallet address (if applicable) of the party seeking arbitration, and the email address and wallet address (if applicable) must be associated with the use of or access to the Services; (2) a short statement of the legal claims being asserted and the factual bases for those claims; (3) a short description of the remedy sought, including an accurate and good faith calculation of the amount in controversy reflected in U.S. dollars; (4) a statement certifying compliance with the arbitration process described in this section and AAA Rules (defined below); and (5) evidence that the requesting party paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the notice also must include counsel’s name, telephone number, mailing address and email address, and counsel must also sign the notice.
You and the Company agree to waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or jury. You and the company instead elect that all Disputes will be resolved by arbitration under this arbitration provision, except as otherwise specified herein. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
You and the Company agree that, except as described below with respect to Batch Arbitration, each of us may bring claims against the other only on an individual basis and not on a class, group or representative basis. You and the Company waive all rights to have any dispute be brought, heard, administered, resolved or arbitrated on a class, group, representative or mass action basis. Only individual relief is available and disputes of more than one user cannot be arbitrated or consolidated with those of any other user. Notwithstanding anything to the contrary in this arbitration provision, if a court decides by final decision not subject to further appeal or recourse that this arbitration provision is invalid or unenforceable as to a particular claim or request for relief, you and the Company agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and may be litigated in the state or federal courts of California.
You and the Company agree that the American Arbitration Association (the “AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought (the “AAA Rules”). The AAA Rules are available at www.adr.org or by contacting the AAA. A party who seeks to initiate arbitration must provide the other party with a written demand for arbitration as specified in the AAA Rules. Except as described below with respect to Batch Arbitration, arbitration will proceed on an individual basis and will be handled by a single arbitrator who will be either a retired judge or a licensed attorney and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within thirty (30) days of delivery of the demand for arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator will be authorized to award any remedies, including injunctive relief, that would be available hereunder in an individual lawsuit. Notwithstanding any language to the contrary in this section, if a party seeks injunctive relief that would significantly impact other users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators with each party selecting one arbitrator, and the two party-selected arbitrators selecting the third (who will serve as chair of the panel). That chair will be a retired judge or a licensed attorney with experience arbitrating or mediating disputes. If the parties disagree as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this section shall make that determination. If the arbitrator determines that a three-person panel is appropriate, the arbitrator may, if selected by either party or as the chair by the two party-selected arbitrators, participate in the panel. The arbitrator or panel will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award is binding on the parties. Judgment on the award may be entered in any court with jurisdiction. In any award of damages, the arbitrator shall abide by the Limitation of Liability section and any other relevant section in these Terms and Conditions. The arbitration proceeding and any award shall be confidential unless otherwise required by law.
You and the Company agree that the arbitration will be held in the English language in San Francisco, California, or, if you so elect, all proceedings can be conducted via videoconference, teleconference or other remote electronic means. If the Company elects arbitration, we will pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) will be paid pursuant to the AAA Rules, or pursuant to applicable law if contrary to the AAA Rules. Each party will bear the expense of its own attorneys’ fees, except as otherwise provided herein or required by law. However, if you or the Company need to invoke a court to compel arbitration, then the party that obtains an order compelling arbitration will have the right to collect from the other party its reasonable costs, disbursements and attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court proceeding regarding whether either party has satisfied any condition precedent to arbitration, including notice requirements, is entitled to recover their reasonable costs, disbursements and attorneys’ fees.
Disputes involving claims, counterclaims or requests for relief under US$25,000, not including attorneys’ fees and interest, will be conducted solely on the basis of documents you and the Company submit to the arbitrator. If a claim exceeds US$25,000, the right to a hearing will be determined by AAA Rules. Pursuant to AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. In any event, you and the Company agree that the parties will not request more than three depositions per side in each arbitration or Batch Arbitration proceeding. If the AAA is unavailable to arbitrate, the parties will select a reasonable alternative forum.
You and the Company agree that all materials, documents and other information exchanged during the arbitration proceedings and any related discovery will be kept confidential, will not be shared with anyone except the parties’ attorneys, accountants or business advisors, subject to the condition that they agree to keep all such materials, documents and information confidential.
To increase the efficiency of the administration and resolution of arbitrations, you and the Company agree that in the event that there are one hundred (100) or more individual requests of a substantially similar nature filed against the Company by or with the assistance of the same law firm, group of law firms or organizations within a thirty (30) day period, or as soon as possible thereafter: (1) the AAA will administer the arbitration demands in batches of 100 requests per batch (plus, if necessary, a final batch consisting of the remaining requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if necessary) in a place determined by the arbitrator and one final award (the “Batch Arbitration”).
You and the Company agree that requests for arbitration are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. If the parties disagree on the application of this Batch Arbitration process the disagreeing party will advise the AAA and the AAA will appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process. The parties agree to expedite resolution of any such dispute.
You and the Company agree to cooperate in good faith with the AAA to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of requests, and any steps to minimize the time and costs of arbitration. This may include, without limitation: (1) appointing a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) adopting an expedited calendar for arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this section.
The Company, in its sole discretion, may choose to run various promotions, incentives, bonuses, rewards, sweepstakes, giveaways and similar programs (collectively, the “Promotions”). Promotions may give to eligible users (the “Winners”) certain Digital Assets or other incentives or rewards (the “Rewards”). All Promotions are subject to these Terms and Conditions as well as any specific rules or other terms that may apply to a particular Promotion as described in Slingshot’s’ official communications sent to or otherwise made available to you regarding the Promotion, such as via email, in App or the Company’s Twitter, Discord, website, and/or promotion landing page (the “Official Communications”). Any requirements set forth in the Official Communications that apply to a particular Promotion are hereby incorporated into these Terms and Conditions. Unless otherwise stated, to the extent that any requirements set forth in the Official Communications conflict with these Terms and Conditions, these Terms and Conditions will control.
By entering a Promotion, you acknowledge and agree to these Terms and Conditions and the fact that all decisions of Slingshot, in its sole discretion, relating to the Promotion are final. If you do not agree to these Terms and Conditions or any additional eligibility requirement described in the Official Communications, you may not participate in a Promotion or receive any Rewards.
The Promotion will begin and end at the times specified by the Company (the “Promotion Period”) in the Official Communications. Some Promotions may be open ended or otherwise begin without a defined end date. Entry methods will be specified in the Official Communications and must be followed to receive a Reward. The Company’s computer is the official timekeeping device for entering Promotions.
Sponsorship and Eligibility
All Promotions are sponsored by the Company unless otherwise stated in the Official Communications. There is no purchase necessary to enter or obtain Rewards from Promotions unless otherwise stated in the Official Communications. You must agree to these Terms and Conditions and any applicable requirements described in the Official Communications to participate in a Promotion and receive a Reward.
Promotions are limited time offers unless otherwise stated in the Official Communications. Promotions are open to anyone who is 18 years old or over, and located in a jurisdiction where the Company offers its Services. Void where prohibited. The Official Communications will state the qualification period and timelines or deadlines applicable to each Promotion. If applicable, additional eligibility requirements and procedures will be stated in the Official Communications associated with a Promotion.
The Company reserves the right to revoke any Promotion or other offer at its sole discretion, at any time, without prior notice to you. The Company further reserves the right to suspend, cancel or change the terms (including the Rules), duration, eligibility criteria, Rewards, calculation of Rewards, method for distributing Rewards and timing of the distribution of Rewards, for any Promotion, at any time, for any reason, without prior notice to you. For the avoidance of doubt, the Company may in its sole discretion and without prior notice to you substitute a Reward for a different Reward with equal or greater value. The value of Rewards may fluctuate from the time that a Promotion is announced to the time that Rewards are distributed to Winners as a result of market developments or other factors, so any stated Reward is an estimate and may differ from what is actually distributed to a Winner. If the Promotion is canceled or modified, we may elect, in our sole discretion, to deliver Rewards to eligible users and we will have no further obligation to any user in connection with the Promotion. Rewards are not redeemable for cash or other Digital Assets from the Company. Rewards are non-transferable and no substitution will be made except at the Company’s sole discretion.
The Company may decline requests to enroll in a Promotion without notice and at its sole discretion. The Company may disqualify any entry if we reasonably believe that such entry or entrant has violated these Terms and Conditions or other requirements noted in Official Communications, including, without limitation: (1) by tampering with the entry process or the operation of the Promotion, including wallet addresses that are reasonably determined to be fraudulent or duplicates; (2) by acting in a fraudulent, unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person; or (3) by being located in a prohibited jurisdiction or on any prohibited persons list issued by any government or governmental agency that has jurisdiction or authority over the Company or its affiliates.
Employees, officers and representatives, and the immediate family members of such employees, officers and representatives (i.e., parent, spouse, siblings, children, grandparents, step parents, step children and step siblings, and their respective spouses, and those living in the same household, whether or not related) of the Company may not be eligible to enter certain Promotions or receive Rewards.
Unless the Company explicitly states otherwise in the Official Communications, each Reward is limited to one per eligible user, wallet or device identification. Duplicate accounts associated with the same user, household, wallet or device identification are not eligible for additional Rewards under the same Promotion.
Awarding Rewards
The Company will describe how Rewards are calculated or accrued in the Official Communications. The Company will determine the method for selecting Winners in its sole discretion as described in the Rules and marketing communications associated with a Promotion. The Company reserves the right to review all Winners and Rewards before sending any Rewards, and Winners will not be eligible for any Reward if remitting such Reward would violate the Terms and Conditions or Rules.
The Company will deliver Rewards to each Winner’s wallet address or otherwise make Rewards available to such Winners, such as by automatically applying applicable fee tiers or discounts or creating a Company-sponsored interface through which Winners can claim their rewards, by the delivery date applicable to each Promotion. Details on the delivery of Rewards, notifications to Winners and delivery date will be described in the Official Communications applicable to each Promotion.
As applicabe, the Company reserves the right to deem a reward forfeited and reclaim such reward if: (1) we determine, in our sole discretion, that a Winner violated these Terms and Conditions or other requirements described in Official Communications; or (2) within fourteen (14) days of the Company awarding the Reward to a Winner, the Winner has not fulfilled its obligations and claimed the Reward.
Acknowledgements
For purposes of these Terms and Conditions, Services include Promotions or similar offerings. You acknowledge that your participation in any Promotion is subject to these Terms and Conditions including, without limitation, sections regarding Warranty Disclaimers, Indemnity, Limitation of Liability and Dispute Resolution, and applicable Rules. For the avoidance of doubt, and unless otherwise prohibited by law, by entering a Promotion you waive any right to, and shall hold harmless the Company from, any claim, liability, loss, damage (including punitive, incidental, and consequential damages) or expense (including attorneys’ fees) arising out of or in connection with your participation in a Promotion or the acceptance, use or misuse of any Reward.
By entering a Promotion, you acknowledge that any decisions made by the Company related to the Promotion are final and made at the Company’s sole discretion. You acknowledge further that the Company, its affiliates and its and their respective officers, directors, employees, agents and representatives will not be responsible or liable for: (1) lost, late, misdirected, damaged, illegible, incomplete or incorrect entries for the Promotion; (2) lost, late or misdirected Reward notices; (3) any typographical, transmission or other error in the printing of the Promotion or Rewards, administration of the Promotion or announcement of the Rewards; (4) telephone, electronic, hardware, software, network, internet or computer malfunctions, failures or difficulties affecting or delaying your entry in the Promotion; or (5) any condition caused by events beyond the Company’s reasonable control that may cause the Promotion to be disrupted or corrupted or otherwise limit or restrict you ability to participate in the Promotion.
You acknowledge that the Company is subject to economic restrictions and trade sanctions requirements; as such, we reserve the right to deny distribution of any Reward when required by applicable law. You waive the right to assert as a cost of winning a Reward, any costs associated with claiming or seeking to claim a Reward, or using a Reward.
Taxes
You acknowledge that all income taxes resulting from your receipt of a Reward are your sole responsibility. The Company will not be liable for any tax-related effects of winning or transferring a Reward. If you win one or more Rewards through any Promotions totaling an amount in excess of US$600 in any calendar year, the Company may be required to report such winnings to the Internal Revenue Service and send you an applicable IRS Form 1099, in which case, you shall provide the Company with any necessary information required to complete and send you such form. Failure to provide this information may mean that you forfeit one or more Rewards and that you may be prohibited from participating in future Promotions. You should consult an accountant or tax professional to determine tax implications in accepting and using (including conducting transactions involving) any Reward.
Amendments
The Company reserves the right to make any changes, modifications or amendments to these Terms and Conditions from time to time, in our sole discretion, by posting the updated Terms and Conditions on this page, making them available to you through the Services, and/or notifying you via push notification or other contact method we have established with you, and updating the “Last Updated” date at the top of these Terms and Conditions. The amended Terms and Conditions will be effective immediately thereafter and your use of the Services following the date on which such amended Terms and Conditions are published will constitute agreement to such amendments. If you do not agree with any amended Terms and Conditions, you must immediately stop accessing and using the Services. The Company may periodically ask that you re-acknowledge and re-accept these Terms and Conditions to continue to use the Services. Your failure to do so may result in your loss of access to and use of the Services.
Entire Agreement
These Terms and Conditions and all policies, procedures, official rules, disclosures and other materials incorporated by reference herein comprise the entire understanding and agreement as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including, without limitation, any prior versions of these Terms and Conditions), between you and the Company (the “Entire Agreement”). You agree to be bound by the Entire Agreement to access and use, and continue to access and use, the Services. Section headings in these Terms and Conditions are for convenience only and will not govern the meaning or interpretation of any provision herein.
Electronic Notices
You agree to receive all notices (e.g., communications, agreements, receipts, tax forms, disclosures, rules and other notices) that Slingshot may provide to you in connection with your use of the Services electronically (the “Notices”). You agree that we may provide the Notices to you by posting them on the Site, App or via the Services, or by emailing them to you at an email address that you provide to us. You should maintain copies of Notices by printing a paper copy or saving an electronic copy. You may also contact us through the Help Center or at [email protected] to request additional copies of Notices; we may charge a fee if you request paper copies of Notices.
Non-Waiver
The Company’s failure or delay in exercising any right, power or privilege under these Terms and Conditions will not operate as a waiver thereof.
Assignment
The Company reserves the right to assign our rights without restriction, including, without limitation, to any Company affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. If the Company is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale or other change of control. You acknowledge that you may not assign any rights and/or licenses granted to you under these Terms and Conditions. Any attempted transfer or assignment by you in violation of the foregoing shall be null and void. Subject to the foregoing, these Terms and Conditions will bind and inure to the benefit of the parties, their successors and permitted assigns.
Severability
If any provision of this Agreement shall be determined to be invalid or unenforceable under any law, rule or regulation of any local, state or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the original provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of these Terms and Conditions will not be affected and will remain in full force and effect.
Force Majeure
The Company will not be liable for: (1) any inaccuracies, delays, failures in performance, interruptions of service or omission of (a) any information or (b) the transmission or delivery of information; or (2) any loss or damage that results directly or indirectly from any cause or condition beyond our reasonable control, including, without limitation, due to significant market volatility, 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, pandemic, other catastrophe or any other occurrence that is beyond our reasonable control (the “Force Majeure Events”). The occurrence of one or more Force Majeure Events will not affect the validity and enforceability of any remaining provisions of these Terms and Conditions.
Termination and Survival
You agree that the Company may terminate these Terms and Conditions and/or your access to and use of the Services either temporarily or permanently, in our sole discretion, at any time and without notice to you. These Terms and Conditions will terminate immediately without notice from the Company if you, in our sole discretion, fail to comply with any provision of these Terms and Conditions. You may terminate your use of the Services at any time by removing the App and any other browser extension or software from your personal device(s) and discontinuing your use of the Services. We will not be liable to you or any third-party for the termination or suspension of your access to the Services, or any claims related to such termination or suspension.
Upon any termination, discontinuation or cancellation of these Terms and Conditions or your access to and use of the Services: (1) all rights and/or licenses granted to you under these Terms and Conditions will immediately cease and terminate and you will immediately cease your use of and/or access to the Services in any way whatsoever; and (2) notwithstanding the foregoing, the following provisions of these Terms and Conditions will survive: (a) Eligibility; (b) Content; Communications; Rights (except for the section “Your Rights in the Services Granted by the Company”); (c) Fees; (d) Warranty Disclaimers; (e) Indemnity; (f) Limitation of Liability; (g) Risk Acknowledgement; Other Disclaimers; Release of Claims; (h) Dispute Resolution; (i) Promotions; and (j) General Provisions.
Contact
If you have any questions about these Terms and Conditions, please contact us at [email protected].