Terms of Use
last updated :
October 20, 2026
Please read this Terms of Use Agreement (these “Terms of Use”) carefully. This website (https://azura.xyz) and any related websites or subdomains of Fortress Digital Inc. (“Azura”), its affiliates or agents (collectively, the “Website”) and the information on the Website are owned and controlled by Azura. These Terms of Use govern the use of the Website and applies to all users visiting the Website or using the Website in any way, including using any of Azura’s services, software, technology, or other resources available through or enabled via the Website (each including the Website, a “Service” and, collectively, the “Services”).
BY USING ANY SERVICES, CREATING AN ACCOUNT, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AZURA, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY (WHETHER OR NOT SUCH ENTITY IS FORMALLY INCORPORATED) YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
AZURA IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, MONEY TRANSMITTER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER AZURA NOR OUR SERVICES GIVE, OFFER RENDER OR PROVIDE INVESTMENT, FINANCIAL, ACCOUNTING, TAX OR LEGAL ADVICE. AZURA PROVIDES SOFTWARE THAT ALLOWS YOU TO MORE EASILY INTERACT WITH AND TRANSACT ON THIRD-PARTY BLOCKCHAINS AND OTHER THIRD-PARTY SERVICES (DEFINED BELOW). BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL.
PLEASE BE AWARE THAT SECTION 16 (DISPUTE RESOLUTION) OF THESE TERMS OF USE, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
PLEASE BE AWARE THAT SECTION 4.4 (AZURA COMMUNICATIONS) OF THESE TERMS OF USE, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. These Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT THESE TERMS OF USE ARE SUBJECT TO CHANGE BY AZURA IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Azura will make a new copy of these Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated Date” at the top of these Terms of Use. If we make any material changes, we may notify you by email or by notification through the Services or through our social media channels. Any changes to these Terms of Use will be effective immediately for new users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing users of the Services (“Users”). Azura may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. Description of the Services
The Services include the Interface and Services enabled thereby, as further defined and described below. There are important risks and limitations associated with the use of the Services as described below and elsewhere in these Terms of Use. Please read them carefully.
1.1 The Interface
Azura’s Services include access to its proprietary online platform (the “Interface”) that aggregates different third-party distributed ledgers (each, a “Supported Blockchain”) and provides software that enables users to interact with such Supported Blockchains, including to purchase and exchange cryptocurrency and other digital and fiat currency assets (“User Assets”) on or across such Supported Blockchains. Users can also use the Interface to (i) view information with respect to Supported Blockchains and the valuation of digital assets associated with such Supported Blockchains, and (ii) visualize any User Assets that are associated with such user’s Account (defined below). These visualizations may include graphs, projections, and other information about your User Assets (collectively, “User Asset Information”).
1.2 Supported Blockchains
The Interface allows end users to use fiat and cryptocurrency User Assets to purchase or otherwise receive digital currency assets from Supported Blockchains in accordance with the applicable technological and contractual parameters of such Supported Blockchain (the applicable “Blockchain Rules”). For the avoidance of doubt, Azura does not own or control any Supported Blockchain. All use of the Services to interact with or transact on any Supported Blockchain is at your own risk.
1.3 Your User Assets
When you use the Services to deploy User Assets to purchase other digital currency assets, you represent and warrant that (a) you own or have the authority to use such User Assets; (b) all User Assets you deploy or otherwise make available in connection with the Services have been earned, received, or otherwise acquired by you in compliance with all applicable laws; and (c) no User Assets that you deploy or otherwise make available in connection with the Services have been “tumbled” or otherwise undergone any process designed to hide, mask, or obscure the origin or ownership of such User Assets. When you use the Interface to initiate a purchase or exchange of digital assets, certain digital assets will be sent to the software-based digital wallet (“Digital Wallet”) linked to your Account (“Azura Wallet”, as further described below). As used in these Terms of Use, once received by your Azura Wallet, all such digital assets constitute your User Assets, and all disclaimers applicable to User Assets set forth herein apply with full force and effect.
1.4 Points Program
Subject to your ongoing compliance with this Agreement and any Points Program Terms (defined below) made available by Azura from time to time, Azura may enable you to participate in a limited program (the “Points Program”) that rewards certain Interface users (“Participants”) by allocating such Participants with digital assets that bear no cash or monetary value and are made available by Azura (“Points”, as further described below). Your participation in the Points Program constitutes your acceptance of this Section at the time of such participation (the “Points Program Terms”), as may be modified or updated by Azura in its sole discretion. Additional terms applicable to the Points Program, which shall constitute part of the Points Program Terms, may be set forth on the Services from time to time.
(a) Eligibility. To be eligible to be a Participant in the Points Program you must accept the terms of this Agreement and accept all Points Program Terms.
(b) Points. Points will be allocated in accordance with the then-current Points Program Terms. Azura does not guarantee that you or any Participant will receive or be eligible to receive any minimum amount of Points by participating in the Points Program. Points have no monetary value and cannot be redeemed for cash or any other currency. Accumulating Points does not entitle you to any vested rights, and Azura does not guarantee in any way the continued availability of Points. POINTS HAVE NO CASH VALUE. POINTS ARE MADE AVAILABLE “AS IS” AND WITHOUT WARRANTY OF ANY KIND.
(c) Taxes. In the event that any applicable authority determines that your receipt of Points is a taxable event, you agree that you, and not Azura, are solely liable for payment of such taxes, and you agree to indemnify Azura in connection with same.
(d) Disclaimers. Points are provided solely as an optional enhancement to Participants to incentivize participation in our community. Points do not constitute compensation or any other form of consideration for services. You agree that Points may be cancelled or revoked by Azura at any time, including if you breach this Agreement; misuse or abuse the Points Program; or commit or participate in any fraudulent activity related to the Points Program. AZURA RESERVES THE RIGHT TO MODIFY OR TERMINATE THE POINTS PROGRAM AT ANY TIME, FOR ANY OR FOR NO REASON, WITH OR WITHOUT NOTICE TO YOU. In the event of any termination, all Points will expire immediately as of the effective date of termination.
1.5 Automated Activity
Certain Services may enable you to preselect actions to be initiated by your Azura Wallet through the Interface from time to time (each, an “Automated Activity”). When you elect any Automated Activity, including without limitation any automated purchase of digital assets (for example, through use of our copy-trading feature), you acknowledge and agree that (a) all Automated Activities in accordance with your initial selection have been authorized by you; (b) unless otherwise set forth on the Services, the Automated Activities will continue until terminated by you, and (c) you, and not Azura, are solely responsible for the Automated Activities, including any risk of loss in connection with same.
1.6 Compatibility Risk
The Services may not be compatible with all forms of cryptocurrency, and certain of your User Assets may not be compatible with the Services. Whether or not a User Asset is then-currently compatible with the Services may change at any time, in Azura’s sole discretion, with or without notice to you.
1.7 Taxes
You are solely responsible (and Azura has no responsibility) for determining what, if any, taxes apply to any transactions involving your User Assets.
2. Accounts; Eligibility; User Representations and Warranties
2.1 Accounts
In order to access certain Services, you may be required to create an account on the Website (“Account”) by signing up with an email address or a Third-Party Account (defined below).
2.2 Third-Party Accounts
The Service may allow you to link your Account with an account that you hold on a third-party social networking service, email server, or other Third-Party Service (each, a “Third-Party Account”) by allowing Azura to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each such Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Azura and/or grant Azura access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Azura to pay any fees or making Azura subject to any usage limitations imposed by such third-party service providers. By granting Azura access to any Third-Party Account, you understand that Azura may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account so that it is available on and through the Service. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account. If a Third-Party Account or associated service becomes unavailable, or Azura’s access to such Third-Party Account is terminated by the third-party service provider, then you may not be able to access your Account on the Service. You may have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND AZURA DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
2.3 Azura Wallet
Each Account will be linked to one or more Azura Wallets, which are noncustodial Digital Wallets offered and made available to you through a Third-Party Service (defined below). Azura Wallets can be used to receive your User Assets from third-party Digital Wallets owned or controlled by you and to hold User Assets purchased or received by you through your use of the Interface. Access to your Azura Wallet requires the use of a private key or passphrase (“Private Key”) and Azura has no ability to access your Azura Wallet without your involvement and authority. Your Private Key is unique to you, and shall be maintained by you. If you lose your Private Key, you may lose access to your Azura Wallet and any contents thereof. Azura does not have the ability to recover a lost Private Key. While an Azura Wallet may be interoperable with other compatible blockchain platforms, tokens, or services, only User Assets supported by Azura that are stored in your Azura Wallet will be accessible through the Services. User Assets that have been transferred out of your Azura Wallet to a third-party Digital Wallet may no longer be compatible with the Services, and Azura makes no representations or warranties, and disclaims all liability, in connection with User Assets that have been transferred from an Azura Wallet to a third-party Digital Wallet.
2.4 Registration Data
2.5 Eligibility
You represent and warrant that:
(a) You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; (iii) not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction; and (v) not a resident of, organized under the laws of, or located in a jurisdiction in which the offer, sale, or use of the Services would violate applicable law or would require Azura or any of its affiliates to obtain a license, registration or approval that it does not hold (each, a “Restricted Jurisdiction”). You further represent and warrant that you are not located in, and are not accessing the Services from, a Restricted Jurisdiction, and you will not use a virtual private network or any other means to circumvent these restrictions. Azura may, at any time and in its sole discretion, restrict, suspend or terminate your access to the Services if it determines that you are located in a Restricted Jurisdiction. Azura maintains the list of Restricted Jurisdictions and may update it from time to time without notice. If you are acting on behalf of a so-called “DAO” or any other entity, whether or not such entity is formally incorporated under the laws of your/its jurisdiction(s), you represent and warrant that you have all right and authority necessary to act on behalf of such entity;
(b) None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into these Terms of Use; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into these Terms of Use (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with these Terms of Use is: (A) a country, territory, entity or individual named on a list administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) list as provided at http://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure; or (C) otherwise subject to sanctions administered by OFAC. There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other token- or digital asset- trading or blockchain technology related activities. Neither you nor any of the foregoing person(s) will use the Services in violation of any applicable export control or sanctions law(s);
(c) You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to cryptocurrency.
2.6 Digital Wallets
In connection with certain features of the Services you may need to send cryptocurrency assets to or from a third-party Digital Wallet. You represent that you are entitled to use each such Digital Wallet. Please note that if a Digital Wallet or associated service becomes unavailable then you should not attempt to use such Digital Wallet in connection with the Services, and we disclaim all liability in connection with the foregoing, including without limitation any inability to access any User Assets you have sent to such Digital Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR DIGITAL WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND AZURA DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR USER ASSETS THAT MAY BE DEPLOYED OR TRANSFERRED BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS.
2.7 Necessary Equipment and Software
You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
3. Your Assumption of Risk
3.1 WHEN YOU USE THE SERVICES, YOU UNDERSTAND AND ACKNOWLEDGE THAT AZURA IS NOT A FINANCIAL OR INVESTMENT ADVISOR AND THAT THE SERVICES ENTAIL A RISK OF LOSS AND MAY NOT MEET YOUR NEEDS. The Services provided by Azura rely on Supported Blockchains and the applicable Blockchain Rules, which may not be reliable, consistent or dependent in all scenarios. Azura may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. Azura encourages you to periodically confirm the valuation of your User Assets and the accuracy of any User Asset Information through independent sources. Azura does not and cannot make any guarantee that your User Assets will not lose value. The prices of cryptocurrency assets can be extremely volatile. Azura makes no warranties as to the markets in which your User Assets are transferred, purchased, or traded.
3.2 You understand that like any other software, the Interface, and the Services could be at risk of third-party malware, hacks or cybersecurity breaches. You agree that it is your responsibility to monitor your User Assets regularly and confirm their proper use and deployment consistent with your intentions.
3.3 In order to be successfully completed, any transaction involving your User Assets initiated by or sent to any Digital Wallet (including any Azura Wallet) must be confirmed by and recorded on the applicable Supported Blockchain. Azura has no control over any Supported Blockchain, and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant Supported Blockchain, and Azura does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallets and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallets, to the maximum extent permitted by law. You further accept and acknowledge that:
(a) You represent and warrant that you (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Digital Wallets and any Supported Blockchains; (ii) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of Digital Wallets and any Supported Blockchains; (iii) know, understand and accept the risks associated with Digital Wallets and Supported Blockchains; and (iv) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that Azura will have no responsibility or liability for such risks.
(b) There are risks associated with using digital assets, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet; the risks of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable; and the risk that such digital assets may fluctuate in value. You accept and acknowledge that Azura will not be responsible for any communication failures, disruptions, errors, distortions, delays or losses you may experience when using blockchain technology, however caused.
(c) The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may materially adversely affect the development of the Services and the value of your User Assets.
(d) Azura makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions (including without limitation changes to any Blockchain Rules) that are unfavorable to your User Assets. You acknowledge and accept that the Blockchain Rules governing the operation of a Supported Blockchain may be subject to sudden changes which may materially alter such Supported Blockchain and affect the value and function of any of your User Assets.
(e) Azura makes no guarantee as to the security of any Supported Blockchain or Digital Wallet. Azura is not liable for any hacks, double spending, or any other attacks on a Supported Blockchain or Digital Wallet.
(f) Any Supported Blockchain may slash or otherwise impose penalties on certain validators in response to any activity not condoned by such Supported Blockchain, whether in accordance with the applicable Blockchain Rules or otherwise. You acknowledge and agree that Azura shall have no liability in connection with any such slashing or penalties, including any slashing or penalties that result in a loss or depreciation of value of your User Assets.
(g) The Supported Blockchains are controlled by third parties, and Azura is not responsible for their performance nor any risks associated with the use thereof. The Services rely on, and Azura makes no guarantee or warranties as to the functionality of or access to, any Supported Blockchain, Digital Wallet, or Third-Party Service.
(h) You control your Digital Wallets, and Azura is not responsible for such Digital Wallets’ performance, nor any risks associated with the use thereof.
4. Use of the Services
4.1 License to the Services
Subject to these Terms of Use, Azura grants you a limited license to access and use the Services solely as described hereunder. Unless otherwise specified by Azura in a separate license, your right to use any and all Services is subject to these Terms of Use. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated therewith.
4.2 Updates
You understand that Services are evolving. You acknowledge and agree that Azura may update Services with or without notifying you. You may need to update third-party software from time to time in order to use Services.
4.3 Certain Restrictions
The Services are intended for your internal use only. The rights granted to you in these Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Azura; (c) you shall not use any metatags or other “hidden text” using Azura’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to these Terms of Use. Azura, its suppliers and service providers reserve all rights not granted in these Terms of Use. Any unauthorized use of the Services may terminate the licenses granted by Azura pursuant to these Terms of Use.
4.4 Azura Communications
By entering into these Terms of Use or using the Services, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Azura and industry developments.
4.5 Third-Party Services
Certain features of the Services may rely on third-party websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by Azura, including without limitation any Supported Blockchain and your Digital Wallets (including Azura Wallets) (each, a “Third-Party Service” and, collectively, “Third-Party Services”). Notwithstanding anything to the contrary in these Terms of Use, you acknowledge and agree that (i) Azura shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (ii) Azura shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond Azura’s control, including without limitation the failure of a Supported Blockchain or other Third-Party Service.
5. Responsibility for Content
You acknowledge that all data, information, and other content (“Content”), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Azura, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through any Services (“Your Content”).
6. Ownership
6.1 Services
Except with respect to Your Content, you agree that as between you and Azura, Azura and its suppliers own all rights, title and interest in the Services, including but not limited to, any software, computer code, algorithms, technology, themes, objects, concepts, artwork, animations, sounds, methods of operation, and documentation, as well as all intellectual and proprietary rights related thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
6.2 Trademarks
Azura’s stylized name and all related graphics, logos, service marks and trade names used on or in connection with any Services, or in connection with the Services, are the trademarks of Azura and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
6.3 Your Content
You grant Azura a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of: (i) operating and providing Services to you; (ii) improving the Services; and (iii) developing new products and services; and you represent that you own or otherwise have all rights in and to Your Content necessary to grant the foregoing licenses. You agree that you, not Azura, are responsible for all of Your Content that you make available on or in Services.
6.4 Feedback
You agree that submission of any ideas, suggestions, documents, and/or proposals to Azura through its suggestion, feedback, wiki, discord, forum, or other pages or means (“Feedback”) is at your own risk and that Azura has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Azura a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or Azura’s business.
7. User Conduct
You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by these Terms of Use and will not (and will not attempt to): (a) provide false or misleading information to Azura; (b) use or attempt to use another User’s Digital Wallet; (c) pose as another person or entity; (d) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner; (e) develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services; (f) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services; (g) attempt to circumvent any content-filtering techniques we employ; (h) collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; (i) use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); (j) bypass or ignore instructions that control all automated access to the Services; (k) use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms of Use; (m) carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services; (n) engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including: (i) trading User Assets at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such User Asset, unduly or improperly influencing the market price for such User Asset on the Services or any Supported Blockchain or establishing a price which does not reflect the true state of the market in such User Asset; (ii) for the purpose of creating or inducing a false or misleading appearance of activity in a User Asset or creating or inducing a false or misleading appearance with respect to the market in a User Asset: (Y) executing or causing the execution of any transaction in a User Asset which involves no material change in the beneficial ownership thereof; or (Z) entering any order for the purchase or sale of a User Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such User Asset, has been or will be entered by or for the same or different parties; or (iii) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a User Asset; (o) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions except in strict compliance with applicable law; (p) use the Service to participate in fundraising for a business, protocol, or platform except in strict compliance with applicable law; (q) make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or (r) attempt to access any Digital Wallet that you do not have the legal authority to access. Any unauthorized use of any Services terminates the licenses granted by Azura pursuant to these Terms of Use.
8. Fees
8.1 Fees
Access to certain Services is free. However, Azura charges fees (“Transaction Fees”) in connection with your use of the Interface to initiate transactions on Supported Blockchains and reserves the right to charge fees from time to time in connection with other Services (together with Transaction Fees, the “Fees”). All pricing and payment terms for such Fees are as indicated on the Service, and any payment obligations you incur are binding at the time of the applicable transaction. In the event that Azura makes available, and you elect to purchase, any Services in connection with which Azura charges Fees, you agree that you will pay Azura all such Fees at Azura’s then-current standard rates. You agree that all Fees are non-cancellable, non-refundable, and non-recoupable. Transaction Fees may vary based on any Promotions for which you are eligible, which shall be determined by Azura in our sole discretion.
You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction or effect any other use of the Services. “Gas Fees” are transaction fees determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by Azura.
8.3 Taxes
You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of these Terms of Use or the transactions contemplated by these Terms of Use (other than taxes based on Azura’s net income).
8.4 Promotions
Azura may from time to time make available certain conditional offers, airdrops, promotional prices, or discounted fees (each, a “Promotion”) to new or existing users of the Services. The rules governing such Promotion will be made available in connection with such Promotion. Azura will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.
8.5 Currency
You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any Fees. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.
8.6 Payment Processing Services
Azura may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions.
9. Indemnification
You agree to indemnify and hold Azura, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Azura Party” and collectively, the “Azura Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services; (c) your violation of these Terms of Use, including any of your representations or warranties hereunder; (d) your violation of any rights of another party, including any Users; (e) your failure to provide accurate or complete data in connection with your use of the Services; (f) your violation of any applicable laws, rules or regulations; or your use of, or inability to use, the Interface. Azura reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Azura in asserting any available defenses. This provision does not require you to indemnify any of the Azura Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of these Terms of Use and/or your access to Services.
10. Release
TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE AZURA PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING ANY DIMINUTION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES.
To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including, if/as applicable, any all rights and benefits which you have or may have under California Civil Code Section 1542, which states “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You acknowledge that the releases in these Terms of Use are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.
11. Disclaimer of Warranties and Conditions
11.1 As Is
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. AZURA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. THE AZURA PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL FUNCTION AS INTENDED OR BE SUITABLE FOR YOUR PURPOSES, AND YOU BEAR ALL RISK ASSOCIATED WITH ANY USER ASSETS THAT YOU USE IN CONNECTION THEREWITH.
(a) AZURA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE. AZURA MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROTOCOL OR YOUR USE OF THE SAME. THE AZURA PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL BE FREE OF THIRD PARTY MALWARE, HACKS OR OTHER CYBERSECURITY BREACHES.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS THEREFROM.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. AZURA MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AZURA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
11.2 FROM TIME TO TIME, AZURA MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT AZURA’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
11.3 AZURA IS NOT AN INVESTMENT ADVISOR, AND AZURA AND THE SERVICES DO(ES) NOT GIVE, OFFER, RENDER OR PROVIDE INVESTMENT, FINANCIAL, ACCOUNTING, TAX OR LEGAL ADVICE. NEITHER AZURA NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES OR THE PROTOCOL. NOTHING IN THESE TERMS OF USE OR ON THE SERVICES CONSTITUTES A RECOMMENDATION, SOLICITATION OR OFFER TO BUY OR SELL ANY DIGITAL ASSET, SECURITY OR OTHER FINANCIAL INSTRUMENT. AZURA DOES NOT ACT AS YOUR BROKER, DEALER, AGENT, FIDUCIARY OR ADVISOR, AND NO FIDUCIARY, ADVISORY OR AGENCY RELATIONSHIP IS CREATED BETWEEN YOU AND AZURA BY VIRTUE OF THESE TERMS OF USE OR YOUR USE OF THE SERVICES. NEITHER AZURA NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER AZURA NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
11.4 Azura is not a bank, money transmitter, money services business, payment processor, exchange, broker, dealer, remittance service, trust company or insured depository institution. Azura does not itself transmit, receive, hold, or control any fiat currency on your behalf. Any conversion between fiat currency and digital assets made available through the Interface is performed by one or more unaffiliated third-party service providers and not by Azura, and those providers are solely responsible for the services they perform, including any identity verification, anti-money laundering, sanctions screening, payment processing and/or money transmission or virtual currency licensing and compliance obligations associated with those services. Your use of any such third-party service is governed solely by your agreement with the applicable provider, and Azura is not a party to that relationship and is not responsible for the acts or omissions of any such provider. Your User Assets and any balances associated with the Services are not insured by the U.S. Federal Deposit Insurance Corporation, the U.S. Securities Investor Protection Corporation or any other governmental or private insurance program. Azura does not hold fiat currency, securities or digital assets for you as a custodian or trustee, and you are solely responsible for the security of your User Assets and private keys.
11.5 No Liability for Conduct of Third Parties
YOU ACKNOWLEDGE AND AGREE THAT AZURA PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD AZURA PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND SUPPORTED BLOCKCHAINS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. AZURA SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND AZURA CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED BLOCKCHAIN IN CONNECTION WITH THE SERVICES.
11.6 No Liability in Connection with Open-Source Software
Notwithstanding anything to the contrary in these Terms of Use, you acknowledge and agree that any software or services you access under the terms of an OSS license (“OSS License”) is at your own risk, and Azura shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances outside beyond Azura control, including without limitation through your use of any content under the terms of an OSS License.
11.7 No Liability for Third-Party Materials
As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Azura to monitor such materials and that you access these materials at your own risk.
12. Limitation of Liability
12.1 Disclaimer of Certain Damages
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL AZURA PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT AZURA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR USE OF SERVICES OR ANY COMMUNICATIONS, INTERACTIONS OR EXCHANGES WITH OTHER USERS OF SERVICES OR THIRD PARTIES THAT INTERACT WITH THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING ANY SUCH DAMAGES RESULTING FROM: (a) LOSS OR DIMINISHMENT IN VALUE OF USER ASSETS, (b) THE USE OR INABILITY TO USE SERVICES; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SUPPORTED BLOCKCHAIN; (f) ANY USE OF THE PROTOCOL, OR (g) ANY OTHER MATTER RELATED TO SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF AN AZURA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN AZURA PARTY’S GROSS NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN AZURA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.2 Cap on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, AZURA PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THESE TERMS OF USE. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN AZURA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN AZURA PARTY’S GROSS NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN AZURA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.3 User Content
AZURA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
12.4 Exclusion of Damages
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
12.5 Basis of the Bargain
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AZURA AND YOU.
13. Monitoring and Enforcement
If Azura becomes aware of any possible violations by you of these Terms of Use, Azura reserves the right to investigate such violations. If, as a result of the investigation, Azura believes that criminal activity has occurred, Azura reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Azura is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including any information related to your Digital Wallet and other Registration Data, in Azura’s possession in connection with your use of Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce these Terms of Use, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Azura, its Users or the public, and all enforcement or other government officials, as Azura in its sole discretion believes to be necessary or appropriate.
14. Term and Termination
14.1 Term
These Terms of Use commence on the date when you accept these Terms of Use (as described in the preamble above) and remain in full force and effect while you use Services, unless terminated earlier in accordance with these Terms of Use.
14.2 Prior Use
Notwithstanding the foregoing, you hereby acknowledge and agree that these Terms of Use commenced on the earlier to occur of (a) the date you first used Services or (b) the date you accepted these Terms of Use, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with these Terms of Use.
14.3 Termination of Services by Azura
Azura reserves the right to terminate these Terms of Use and your access to the Services at any time, for any or for no reason, with or without notice to you.
14.4 Termination of Services by You
If you want to terminate the Services provided by Azura, you may do so by (a) notifying Azura at any time and (b) ceasing all further use of the Services; provided that these Terms of Use shall continue to bind you until you withdraw all User Assets from your Azura Wallet(s). Your notice should be sent, in writing, to Azura’s address set forth below.
14.5 Effect of Termination
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Azura will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of these Terms of Use which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification and limitation of liability.
14.6 No Subsequent Registration
If your ability to access the Services, is discontinued by Azura due to your violation of any portion of these Terms of Use, then you agree that you shall not attempt to re-register with or access the Services, and you acknowledge that you will not be entitled to receive a refund for any Fees related to those Services to which your access has been terminated.
15. International Users
Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Azura intends to announce such Services or Content in your country. Services are controlled and offered by Azura from its facilities in the United States. Azura makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
16. Dispute Resolution
Please read this Section 16 carefully. It is part of your contract with Azura and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
16.1 Applicability of Arbitration Agreement
Subject to the terms of this Section 16, you agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or these Terms of Use and prior versions of these Terms of Use, including claims and disputes that arose between us before the effective date of these Terms of Use (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, to the fullest extent permissible by applicable law. The arbitral tribunal may grant interim, conservatory and equitable relief and allocate reasonable legal fees and costs, and the arbitrator(s)’ award will be final and binding and may be enforced in any court having jurisdiction. Nothing prevents a party hereto from seeking urgent interim relief from a court of competent jurisdiction. For purposes of this Section 16, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms of Use as well as claims that may arise after the termination of these Terms of Use.
16.2 Informal Dispute Resolution
There might be instances when a Dispute arises between you and Azura. If that occurs, Azura is committed to working with you to reach a reasonable resolution. You and Azura agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Azura therefore agree that before either party commences arbitration against the other, the parties will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Section 16 (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute shall give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Azura that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to the contact information set forth below. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address; (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Section 16 shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
16.3 Waiver of Jury Trial
YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You are instead electing that all Disputes shall be resolved by arbitration under this Section 16, except as specified in the section entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
16.4 Waiver of Class and Other Non-Individualized Relief
YOU AGREE THAT, YOU MAY BRING CLAIMS AGAINST ANY AZURA PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND YOU HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Section 16, the arbitrator 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 the party’s individual claim. Notwithstanding anything to the contrary in this Section 16, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 16.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Azura agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the applicable court(s) located in Panama City, Republic of Panama. All other Disputes shall be arbitrated. This section does not prevent you or Azura from participating in a class-wide settlement of claims.
16.5 Rules and Forum
If the Informal Dispute Resolution Conference process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you agree that you shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the Centro de Conciliación y Arbitraje de Panamá (CeCAP) (the “Arbitrator”) under its rules then in force, except as modified by this section of this Section 16 (the “Arbitration Rules”). The seat of arbitration will be Panama City, Republic of Panama; the tribunal will consist of one (1) arbitrator; and the language of the tribunal will be English. If you wish to initiate arbitration you must provide Azura with a request for arbitration (the “Request”). The Request must include: (1) your name, telephone number, mailing address, e‐mail address (if/as applicable) as well as the applicable Digital Wallet address; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution Conference process as described above; and (5) evidence that you have paid any necessary filing fees in connection with such arbitration. If you are represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing applicable law or by a nonfrivolous argument for extending, modifying or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Subject to the Arbitration Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the Arbitrator is not available to arbitrate, the parties will select an alternative arbitral forum. The parties’ responsibility to pay any Arbitrator fees and costs will be solely as set forth in the applicable Arbitration Rules. You and Azura agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
16.6 Authority of Arbitrator
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, interpretation, performance, breach, validity or termination of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 16.4, including any claim that all or part of Section 16.4 is unenforceable, illegal, void or voidable, or that Section 16.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 16.8, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 16.8. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall 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 of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
16.7 Attorneys’ Fees and Costs
The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in applicable and/or rules of the applicable tribunal’s procedure). If you or Azura need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
16.8 Batch Arbitration
To increase the efficiency of administration and resolution of arbitrations, you agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Azura 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), the Arbitrator shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, 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 any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests 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. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the Arbitrator, and the Arbitrator shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Azura. You and Azura agree to cooperate in good faith with the applicable arbitrator(s) to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Section 16.8 shall in no way be interpreted as authorizing a class, collective and/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 provision.
16.9 Invalidity, Expiration
Except as provided in Section 16.4, if any part or parts of this Section 16 are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Azura as detailed in this Section 16 must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
16.10 Modification
Notwithstanding any provision in these Terms of Use to the contrary, we agree that if Azura makes any future material change to this Section 16, it will notify you pursuant to the procedures set forth in the final paragraph of the preamble to these Terms of Use. Unless you reject the change within thirty (30) days of such change become effective by writing to Azura at the address set forth in Section 17.7, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Section 16 constitutes your acceptance of any such changes. If you reject any change or update to this Section 16, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, or these Terms of Use, the provisions of this Section 16 as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use) remain in full force and effect.
16.11 Confidentiality
All aspects of any such arbitration proceeding, including but not limited to the evidence offered pursuant thereto and any award of the arbitrator and compliance therewith, shall be strictly confidential, except as required for enforcement, law or regulatory reporting. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms of Use, to enforce an arbitration award, or to seek injunctive or equitable relief.
16.12 Survival of Agreement
This Section 16 will survive the termination of your relationship with Azura.
17. General Provisions
17.1 Independent Contractors
The relationship of Azura and you under these Terms of Use is that of independent contractors. Notwithstanding anything else set forth herein, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. Your use of the Services shall not imply, suggest, or otherwise attempt to create an employment relationship between Azura and you.
17.2 Electronic Communications
The communications between you and Azura may take place via electronic means, whether you visit Services or send Azura e-mails, or whether Azura posts notices on Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Azura in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Azura provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
17.3 Release
You hereby release Azura Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of these Terms of Use or your use of Services.
17.4 Assignment
These Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Azura’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Azura may freely assign or transfer these Terms of Use, in whole or in part, including in connection with a merger, acquisition, financing, reorganization, or sale of assets or equity, without your consent.
17.5 No Third-Party Beneficiaries
Except as expressly provided in these Terms of Use, these Terms of Use do not create any rights in favor of any third party, and no third party is entitled to enforce any provision of these Terms of Use.
17.6 Force Majeure
Azura shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
17.7 Questions, Concerns
If you have any questions or concerns with respect to Services, please contact us at: legal@azura.xyz and we will do our best to address them. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
17.8 Governing Law
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE REPUBLIC OF PANAMA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
17.9 Notice
Where Azura requires that you provide an e-mail address, you are responsible for providing Azura with your most current e-mail address. In the event that the last e-mail address you provided to Azura is not valid, or for any reason is not capable of delivering to you any notices required and/or permitted by these Terms of Use, Azura’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Azura at the following address: PH The Century Tower, #317, Vía Ricardo J. Alfaro, Betania, Panama City, Province of Panama, Panama. Such notice shall be deemed given when received by Azura by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
17.10 Waiver
Any waiver or failure to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
17.11 Severability
If any portion of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
17.12 Export Control
You may not use, export, import, or transfer Services except as authorized by the laws of the jurisdiction in which you obtained Services, and any other applicable laws.
17.13 Entire Agreement
These Terms of Use are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.