Terms of Service
Terms of Service Last Updated: July 25, 2024
Please read these terms of service (the “Terms”) carefully because, together with any documents expressly incorporated by reference herein, they govern your use of the website located at www.jito.wtf (the “Site”) which is offered by Jito Labs, Inc. (“Jito Labs,” “we,” “us,” “our” and other similar terms), and use of our tools available at https://jito-labs.gitbook.io/mev (the “Tools” and together with the Site, the “Services”).
To make these Terms easier to read:
Except as noted in Section 1 below, “you” and “your” refer to you, as a user of the Services.
A “user” is someone who accesses or in any way uses the Services.
IMPORTANT NOTICE REGARDING ARBITRATION FOR UNITED STATES USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTIONS) TO RESOLVE ANY DISPUTE BETWEEN YOU AND JITO LABS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT OR IN A CLASS ACTION. PLEASE REVIEW CAREFULLY SECTION 14 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 14 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 13 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.
The Services provide links to third-party content (which may include smart contracts and cryptographically-secured protocols). We provide such links only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites or items. USE OF ANY THIRD-PARTY PROTOCOL OR SMART CONTRACT LINKED ON THE SERVICES IS AT YOUR OWN RISK. THESE TERMS DO NOT GOVERN YOUR USE OF ANY PROTOCOL OR SMART CONTRACT OTHER THAN THE SERVICES. PLEASE CONSULT APPLICABLE LICENSES AND USER AGREEMENTS FOR INFORMATION REGARDING YOUR RIGHTS AND RISKS ASSOCIATED WITH YOUR USE OF AND ACCESS TO THESE MATERIALS.
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Jito Labs, and not otherwise barred from using the Services under applicable law. We make no claims that the Services or any of its content is accessible or appropriate in your country. You access the Services on your own initiative and are responsible for compliance with your local laws. In addition to the foregoing, you also represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction that is embargoed by the United States, European Union or its Member States, United Kingdom, United Nations or any other country or region where your use of or access to the Services would be illegal or otherwise violate any applicable law. Specifically, you represent that you are not located in, organized in, or a resident of Cuba, Iran, Syria, North Korea, the Crimea region, Donetsk People’s Republic, Luhansk People’s Republic, or any other jurisdiction where applicable law prohibits you from accessing or using the Services (collectively, “Sanctioned Countries”); and you represent that you are not named on, owned, controlled by or acting on behalf of any party named on any sanctions-related list of designated persons maintained by the United States, European Union, United Kingdom, United Nations or other governmental authority (collectively, “Sanctioned Persons”). If you do not meet all of these requirements, you must not use the Services.
Please see the “No Guarantees” and “Wallet; Exchange and Sale of Crypto Assets” sections for additional important disclaimers and information about the risks of trading digital assets.
Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Services. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that you own or control all rights in and to the Feedback and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
Intellectual Property Rights.
The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), other than third-party content, are owned by Jito Labs, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Site for your own use and not for further reproduction, publication, or distribution.
You must not:
Modify copies of any materials from the Services.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Jito Labs. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
Trademarks. Jito Labs’ name, and all trademarks, logos, taglines, service names, designs, and slogans on the Services are trademarks of Jito Labs or its affiliates or licensors. You must not use such marks without the prior written permission of Jito Labs.
Wallet; Exchange and Sale of Crypto Assets
The Services may allow you to create or connect a digital wallet holding digital assets to your account. You understand that we do not hold your assets, and take no custody of them. We have no access to your assets or funds. The Services may use third-party technology providers to facilitate your posting of digital assets, such as cryptocurrencies, for sale, and to trade digital assets with others on chain. Our Services include the posting of such assets at your request, and making them available for trading/selling (as well as providing any other services you request from us when you post them to the Services). It is your responsibility to ensure that you maintain control of your digital assets, and for trading them or selling them to others. Once you purchase or sell a digital asset, the transaction cannot be cancelled or recalled. Because of how the blockchain works, all purchases and sales are final and cannot be refunded or undone. Once a transaction has been recorded in a digital wallet as instructed when the transaction was initiated, it cannot be recalled or retrieved under any circumstances. You hereby agree that you are not entitled to any credit or refund for any sales or purchases you make, and that all such sales and purchases are final.
We are not responsible for the keys to any digital assets or your seed phrase, or their loss or disclosure to others. Jito Labs does not maintain your keys or your seed phrase, and is not responsible for their safe keeping. It is your responsibility at all times to ensure you have such credentials and maintain them securely. ANY LOSSES YOU SUFFER RELATING TO YOUR CRYPTO ASSET TRANSACTIONS, DIGITAL KEYS AND WALLETS, AND EXCHANGES ARE YOUR SOLE RESPONSIBILITY, AND YOU HEREBY INDEMNIFY US, AGREE TO DEFEND US, AND HOLD US HARMLESS AGAINST ANY CLAIMS OR LOSSES THAT YOU OR ANYONE ELSE SUFFERS AS A RESULT OF YOUR DIGITAL ASSET TRANSACTIONS, EVEN IF YOU INITIATED YOUR TRANSACTION BY ACCESSING OUR SERVICES. If, once we post the digital assets to the Services, the assets are somehow transferred to a third party you didn’t intend to have them, it is your responsibility to get them back. PLEASE KEEP YOUR SEED PHRASE AND DIGITAL KEYS SAFE, AS JITO LABS DOES NOT HAVE THEM AND DOES NOT KNOW THEM. IF YOU LOSE THE KEYS OR SEED PHRASE, YOU MAY LOSE ACCESS TO YOUR ASSETS.
You also understand that we do not act as your financial advisors or give you any investment advice of any kind with respect to what assets you choose to hold in your wallet or any trading thereof. As with any trading activities on the Services, it is your responsibility and you are solely responsible for the contents of your wallet, your purchase decisions, how and when you trade digital assets and with whom. It is also your responsibility to ensure you understand crypto assets, how they work, what their value is, and about trading and purchasing such assets, as there are significant risks in doing so, all of which you solely assume.
Also note that the wallet you use on the Services may not connect or allow purchase, storage or trading of all virtual currencies or assets. It is your responsibility to ensure compatibility with our networks.
We may suspend your use of or cancel your use of the Services for any reason, including if we believe you have engaged in or are about to engage in any kind of fraud, if required pursuant to applicable laws, or you violate these Terms. We may provide you with notice of suspension, but do not undertake an obligation to do so. We may change the functionality of the wallet or the trading Services at any time, which means some networks could no longer be supported after a time. You acknowledge that this is the case, and accept this risk. Given that the wallets are non-custodial, we do not perform any activities to vet users prior to allowing them to create their wallets or trade assets. You acknowledge that this is a risk you accept when you interact with the wallet or other users of the Services.
Our Services may at times make mistakes. You accept the risk that your transactions may be improperly processed, or not processed at all. We will not be liable for any such event. You hereby hold us harmless from any such event. We offer no guarantees and shall not provide any refunds for any services you paid for the sale or trading of any assets, even if you lose such assets.
General Prohibitions and Jito Labs’ Enforcement Rights. You agree not to do any of the following:
Use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
Access, tamper with, or use non-public areas of the Services, Jito Labs’ computer systems, or the technical delivery systems of Jito Labs’ providers;
Attempt to probe, scan or test the vulnerability of any Jito Labs system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Jito Labs or any of Jito Labs’ providers or any other third-party (including another user) to protect the Services;
Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Jito Labs or other generally available third-party web browsers;
Use any manual process to monitor the Services or for any other unauthorized purpose without our prior written consent;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a Jito Labs trademark, logo URL or product name without Jito Labs’ express written consent;
Use the Services, or any portion thereof, in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
Use, transmit, introduce or install any code, files, scripts, agents or programs intended to do harm or allow unauthorized access, including, for example, viruses, worms, time bombs, back doors and Trojan horses (collectively, “Malicious Code”) on or through the Services, or accessing or attempting to access the Services for the purpose of infiltrating a computer or computing system or network, or damaging the software components of the Services, or the systems of the hosting provider, any other suppliers or service provider involved in providing the Services, or another user;
Distribute Malicious Code or other items of a destructive or deceptive nature;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or attacking the Services via a denial-of-service attack or a distributed denial-of-service attack;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or attempt to impersonate Jito Labs, a Jito Labs employee or representative, another user, or any other person or entity (including, without limitation, by using identifiers associated with any of the foregoing).;
Reverse look-up, track or seek to track any information of any other users or visitors of the Services;
Take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Services, or the infrastructure of any systems or networks connected to the Services;
Use the Services, directly or indirectly, for or in connection with money laundering, terrorist financing, or other illicit financial activity;
Use the Services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
Use the Services to participate in fundraising for a business, protocol, or platform;
Fabricate in any way any transaction or process related thereto;
Disguise or interfere in any way with the IP address of the computer you are using to access or use the Services or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Services;
Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Jito Labs or users of the Services or expose them to liability;
Use the Services in or from any Sanctioned Country;
Use the Services if you if you are a Sanctioned Person (or on their behalf);
Use the Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States, Canada, European Union, or other countries); or
Encourage or enable any other individual to do any of the foregoing.
Jito Labs is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have reserve the right to do so in our discretion, if we choose. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Taxes and Fraud
Depending on your location of residence, you may owe taxes on amounts you earn after selling digital assets, including crypto currencies. It is your responsibility to ensure you have accounted for, reported to the proper governmental authority, and paid all such taxes to the applicable governmental authority. We do not undertake any obligation to report any such taxes, nor collect or disburse them on your behalf. The taxes you owe are solely your responsibility. You hold us harmless and release us from and against any claims, losses, damages or demands arising in connection with taxes you may owe as a result of your transactions on the Services.
If we believe that you have engaged in or been a participant in any fraudulent transaction, we reserve the right to take any action we think appropriate, including forwarding your information and information about the transactions we believe or suspect to be fraudulent to applicable law enforcement agencies, which may result in civil or criminal penalties or other actions against you.
Termination.
We have the right to:
Disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS JITO LABS AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Information About You and Your Visits to the Site.
All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Linking to the Site and Social Media Features.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Site may provide certain features that enable you to:
Link from your own or certain third-party websites to certain content on this Site.
Send emails or other communications with certain content, or links to certain content, on this Site.
Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
Establish a link from any website that is not owned by you.
Cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of the Site other than the homepage.
Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Disclaimers; Risks.
Warranty Disclaimers.
YOUR USE OF THE SERVICES, THEIR CONTENTS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES (INCLUDING THIRD PARTY CONTENT ON OR OFF CHAIN) IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICE OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.
WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES OR ON THE CHAIN. JITO LABS, ITS SERVICE PROVIDERS, OR ANY OTHER PERSON ASSOCIATED WITH JITO LABS DO NOT REPRESENT OR WARRANT THAT THE SERVICES, THEIR CONTENT OR ANY ITEMS OBTAINED OR ACCESSIBLE THROUGH THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. NEITHER JITO LABS, NOR ITS SERVICE PROVIDERS, NOR ANY OTHER PERSON ASSOCIATED WITH JITO LABS WILL BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. JITO LABS, ITS SERVICE PROVIDERS, AND ALL OTHER PERSONS ASSOCIATED WITH JITO LABS CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES, ANY CONTENT THEREIN, ANY SERVICE OR ITEMS OBTAINED OR ACCESSIBLE THROUGH THE USE OF OUR SERVICES ARE FREE OF MALICIOUS CODE OR OTHER HARMFUL COMPONENTS. JITO LABS, ITS SERVICE PROVIDERS, AND ALL OTHER PERSONS ASSOCIATED WITH JITO LABS CANNOT AND DO NOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE OR PROCESS ONLINE OR ON CHAIN.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY. NEITHER JITO LABS, NOR ITS SERVICE PROVIDERS, NOR ANY OTHER PERSON ASSOCIATED WITH JITO LABS WILL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, AND NO SUCH PARTY TAKES ANY RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) SERVER FAILURE OR DATA LOSS; (II) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (III) UNAUTHORIZED ACCESS TO THE SERVICES; OR (IV) ANY THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. NEITHER JITO LABS, NOR ITS SERVICE PROVIDERS, NOR ANY OTHER PERSON ASSOCIATED WITH JITO LABS MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
Sophistication and Risk of Cryptographic Systems. By using or accessing the Services, you represent that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; and warrant that you have an understanding of the usage and intricacies of digital assets, smart contract-based cryptographic tokens, decentralized networks, and systems that interact with blockchain-based networks.
You acknowledge and agree that digital assets are volatile and risky, and their trading is affected by many factors outside our or your control. You are solely responsible for any transactions, and for all fees that you may incur as a result of your acquisition or sales of digital assets, including (without limitation) “gas” costs. Our Services do not control the timing of any transaction, yet you acknowledge that the time of a transaction can affect the value of the asset or the fees associated with a transaction or both. You hereby agree that you hold us harmless against any and all claims arising from the transaction of your digital assets, or the timing of such transactions. Digital assets are not legal tender and are not backed by any government. Digital assets are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. We make no guarantee as to the functionality of any digital asset network which might cause delays, conflicts of interest or might be subject to operational decisions of third parties that are unfavorable to you or affect your digital assets, or lead to your inability to complete a transaction. You hold us harmless from and against any losses you suffer as a result of your use of such third-party services, networks and protocols, even if you access them from our Services. There are no guarantees that a transfer initiated via your wallet on the Services will successfully transfer title of or right in any digital assets. You acknowledge that, while our software has been tested, it is still relatively new and could have bugs or security vulnerabilities. You further acknowledge that the software is still under development and may undergo significant changes over time that may not meet users’ expectations. You acknowledge that your use of certain technologies (e.g., jailbreaking tech) on the device with which you access the Services, may cause the Services not to work. You acknowledge that you accept all risk associated with your use of such advanced technologies, and any errors they may cause. You hereby hold us harmless from any losses you suffer as a result of your use of such technologies.
Digital assets and use of our Services may be subject to expropriation and/or theft. Hackers or other malicious actors may attempt to interfere with our Services or your use thereof in a variety of ways, including, but not limited to, use of malware, denial of service attacks, Sybil attacks, and spoofing. Furthermore, because much of our Services rely on open-source software, there is the software underlying our code that may contain intentional or unintentional bugs or weaknesses which may negatively affect the Services, or result in the loss of your digital assets, or your ability to control your wallet. You hold us harmless from and against any losses you suffer as a result of such issues. You agree that your use of the Services is subject to, and you will comply with any, applicable open-source licenses governing any such open-source components. The information on our Services may not always be entirely accurate, complete or current. Information on the Services may be changed or updated from time to time without notice, including information regarding our policies, products and services. Accordingly, you should verify all information before relying on it. All decisions you make based on information provided through the Services are your sole responsibility and you hold us harmless from and against any losses you suffer as a result of such decisions. The Services may contain materials offered by or created by third parties. All such materials, and links to third party websites are provided as a convenience only. We do not control such materials, and provide no guarantee as to their accuracy, completeness, legality or usefulness. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third-party materials accessible or linked to from the Services. You agree and understand that all investment decisions are made solely by you. You agree and understand that under no circumstances will the operation of the Services and your use of it be deemed to create a relationship that includes the provision of or tendering of investment advice. NO FINANCIAL, INVESTMENT, TAX, LEGAL OR SECURITIES ADVICE IS GIVEN THROUGH OR IN CONNECTION WITH OUR SERVICES. No content found on the Services, whether created by us or another user is or should be considered as investment advice. You agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable in connection with, your decisions or tour use of our Services. Nothing contained on the Services constitutes a solicitation, recommendation, endorsement, or offer by us or any third party to buy or sell any digital assets, securities, or other financial instruments. Neither us nor any of our affiliates has: (1) evaluated the merit of any digital assets available through the Services; or (2) has endorsed or sponsored any digital assets made available.
Indemnity. You hereby agree to indemnify, defend and hold Jito Labs and its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, harmless from and against any claims, disputes, demands, liabilities, damages, judgments, awards, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services or (b) your violation of these Terms.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER JITO LABS NOR ITS AFFILIATES, NOR THEIR OR OUR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, SHAREHOLDERS, OWNERS, MEMBERS, OFFICERS, OR DIRECTORS WILL BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO, OR INABILITY TO USE OR ACCESS, THE SERVICES, ANY SERVICE OR PRODUCT AVAILABLE THROUGH THEM, ANY WEBSITES LINKED TO THE SERVICES, OR ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF INCOME, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the state of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in section 14 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) will be the courts located in the state of Delaware, and you and Jito Labs each specifically subject to the jurisdiction of such courts, and waive any objection to the laying of such venue.
Dispute Resolution.
Arbitration of Disputes. At Jito Labs’ sole discretion, it may require you to submit any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) to final, binding, individual arbitration and not in a class, representative or consolidated action or proceeding. If so, then you and Jito Labs agree that the United States Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Jito Labs are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
IF JITO LABS ELECTS TO PURSUE ARBITRATION AS SET FORTH HEREIN, ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS, OUR SERVICES (OR ANY PORTION OR ALL OF THE FOREGOING), INCLUDING THE BREACH, TERMINATION OR VALIDITY OF THESE TERMS, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
Conducting Arbitration and Arbitration Rules. If selected, the arbitration will be conducted by the JAMS pursuant to its rules then in effect, except as modified by these Terms. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules. All other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures (collectively, the “JAMS Rules”). The JAMS Rules are available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by the JAMS Rules, including JAMS’ Consumer Arbitration Minimum Standards. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, including JAMS’ Consumer Arbitration Minimum Standards, as applicable, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. To the extent Jito Labs elects to pursue arbitration as set forth herein, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AGREE TO BRING CLAIMS AGAINST JITO LABS ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.
General Terms.
Entire Agreement. These Terms and our Privacy Policy constitute the entire and exclusive understanding and agreement between Jito Labs and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Jito Labs and you regarding the Services.
If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Notices. Any notices or other communications provided by Jito Labs under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. Jito Labs’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Jito Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact Jito Labs at support@jito.wtf.
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