Terms of Use Agreement
Last Updated Date: [02/25/2025]
Introduction. Please read this Terms of Use Agreement (the “Terms of Use”) carefully. This Website and any related websites or subdomains of Circletech Labs Corporation d/b/a time.fun (“time.fun”), its affiliates or agents (collectively, the “Website”) and the information on the Website are owned and controlled by time.fun. The Terms of Use governs the use of the Website and applies to all users visiting
the Website or using the Website in any way, including using the Protocol (defined below) to create, issue, purchase, or redeem digital tokens (“Tokens”) and using the Website and the services enabled thereby (each including the Website, a “Service” and, collectively, the “Services”) to manage your use of the Protocol. For the avoidance of doubt, the Protocol is a set of smart contracts made available on an
open-source basis and not a Service provided hereunder by time.fun. 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 the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”
Consent to Agreement. BY USING ANY SERVICES, CREATING AN ACCOUNT, CONNECTING A DIGITAL WALLET TO THE WEBSITE AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TIME.FUN, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE 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 THE 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 THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
Protocol. The Service provides an interface that allows users of our Website (“Users”) to interact with the Protocol. The “Protocol” is a system of software-based smart contracts, which such system enables users to mint, hold, store, redeem, and otherwise transact in Tokens and other digital assets through peer-to-peer transactions. For the avoidance of doubt, the Protocol is not part of the Website and is not a Service made available by time.fun under this Agreement. time.fun has no obligation to monitor or control any use of the Protocol by you or any third party and/or any use of the Protocol that does not take place on or through the Website. time.fun makes no representations or warranties about the functionality of the Protocol. All use of the Protocol or any Tokens minted or issued thereby is undertaken at your own risk, and time.fun is not and shall not be liable to you or to any third party for any loss or damage arising from or connected to your or any third party’s use of the Protocol. Notwithstanding anything to the contrary set forth herein, the terms of Sections 9 through 11 of this Agreement apply, mutatis mutandis, to any claims arising out of your use of or inability to use the Protocol. THE PROTOCOL IS MADE AVAILABLE ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL
FAULTS, AND YOU ACCESS, AND/OR INTERACT WITH THE PROTOCOL AND MINT, OFFER, PURCHASE, OR REDEEM TOKENS AT YOUR OWN RISK. For more information about the Protocol, please view the documentation available at [support.time.fun].
Disclaimers. TIME.FUN IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER TIME.FUN NOR OUR SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, ACCOUNTING, EMPLOYMENT OR LEGAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF OUR SERVICES AND/OR THE PROTOCOL. THE SERVICES DO NOT INCLUDE, AND TIME.FUN DOES NOT PROVIDE, ANY KIND OF PAYROLL, PAYMENT, ACCOUNTING, OR TAX PREPARATION SERVICES.
Disclaimers. Dispute Resolution. PLEASE BE AWARE THAT SECTION 16 (DISPUTE RESOLUTION) OF THIS AGREEMENT, 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 THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) 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 (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Communications from us. PLEASE BE AWARE THAT SECTION 4.4 (TIME.FUN COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US. IF YOU OPT-IN TO OBTAIN TEXT MESSAGES FROM HYPERBOLIC, SECTION THIS AGREEMENT BELOW CONTAINS TERMS RELATED TO OUR TEXT MESSAGE SERVICES.
Updates. PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY TIME.FUN IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, time.fun will make a new copy of the Agreement 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
the Agreement. 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 the Agreement 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. time.fun 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 Platform 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 Platform. time.fun’s Services include access to its “Platform,” which is a proprietary online platform and documentation enabled through the Website that allows Users (i) to interact with the Protocol; (ii) to use the Protocol to mint Tokens representing units of time (as further described below) and to purchase or redeem Tokens minted by other Users; and (iii) to create and/or connect to compatible third-party digital wallets (each, a “Digital Wallet”).
1.2 Minting Tokens. When a User mints a Token through the Protocol (each such User, a “Creator”) and offers that Token through the Services, each Creator acknowledges and agrees that (i) subject to this Agreement and any limitations set forth hereunder, the then-current holder of any Token minted by such Creator may
redeem that Token through the Protocol for the corresponding time value, which such redemption shall occur through an audio or video call accessed through the Platform (each, a “Meeting”). When you mint Tokens, you represent and warrant that you are licensed and registered, and in all other ways permitted to the extent required under all applicable law, to provide any advice or services that you provide in
connection with such Meeting.
1.3 Token Redemption. When a Creator mints a Token, the Creator sets the minimum redemption price for such Token (“MRP”) and the minimum length of any Meeting (and/or the corresponding minimum number of Tokens that must be redeemed in connection with a Meeting). A User that has purchased or acquired a Creator’s Tokens may redeem such Tokens through the Protocol by using the Platform to request to schedule the Meeting (“Request”) and transfer the corresponding number of Tokens (the “Deposit“) to the Protocol. The Deposit will be locked by the Protocol in accordance with the then-current Meeting Terms.
1.4 Meetings. Meetings are hosted by and provided in accordance with the terms of our third-party service provider, LiveKit (“LiveKit”). Without limiting anything else set forth herein, you represent and warrant that you will not, and will not cause or permit any third party to, use the Services in a way that would violate LiveKit's Acceptable Use Guidelines (as available at https://livekit.io/legal/acceptable-use-policy and as may be updated from time to time) or this Agreement.
1.5 Marketplace. time.fun provides a marketplace that allows Users to offer for sale and sell Tokens. As a marketplace, time.fun does not offer, supply, or provide the Tokens, and any contract for Tokens is directly between the applicable Users. While the Platform may display information with respect to pricing and other guidance, such information is provided by the applicable User, and not time.fun. time.fun makes no warranties or representations whatsoever with regard to any Tokens. You will not consider time.fun, nor will time.fun be construed as, a party to such transactions, whether or not time.fun may have received some form of revenue or other remuneration in connection with the transactions, nor will time.fun be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the purchase, sale, or exchange of Tokens or any other digital assets. You may not use the Services to solicit, advertise for, or contact in any form,
Users for employment or any other purpose not related to the Services. You may not use the Services to collect usernames and/or e-mail addresses of Users by electronic or other means without the express prior written consent of time.fun.
1.6 Disputes. time.fun is not a party to any interaction between any Users. While we may, in our discretion, help facilitate the resolution of disputes through various programs, time.fun has no obligation to do so.
1.7 Supported Blockchains. The Platform allows end users to use fiat and cryptocurrency User Assets to purchase or otherwise receive digital currency assets from decentralized protocols compatible with the Platform (“Supported Blockchains”) in accordance with the technological and contractual parameters of such Supported Blockchain (the applicable “Blockchain Rules”). For the avoidance of doubt, time.fun 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.
1.8 Your User Assets. Users may be able to use the Platform to visualize Tokens and any cryptocurrency assets (“User Assets”) that are stored in a time.fun Wallet or otherwise associated with an Account, which such visualizations may include graphs, projections, and other information about your User Assets (collectively, “User Asset Information”).When you use User Assets to purchase Tokens, you represent and warrant that (a) you own or have the authority to use such User Assets; (b) all User
Assets you use 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 use 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 Platform to initiate a purchase or
redemption of Tokens, certain digital assets may be sent to the Digital Wallet linked to your Account (“time.fun Wallet”, as further described below). As used in this Agreement, once received by your time.fun 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.
1.9 Compatibility Risk. The Services may not be compatible with all forms of fiat or 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 time.fun’s sole discretion, with or without notice to you.
1.10 Taxes. You acknowledge and agree that you are solely responsible (and time.fun has no responsibility) for determining what, if any, taxes apply to your use of the Services, including without limitation any purchase or redemption of Tokens. For the avoidance of doubt, while time.fun makes User Asset Information available as a convenience to you, time.fun does not represent that any such User Asset Information is accurate or complete, and you are solely responsible for independently
verifying any User Asset Information. Your decision to use User Asset Information or any other information related to your use of the Services in connection with filing or paying taxes is undertaken at your own risk.
1.11 KYC. PLEASE READ CAREFULLY THIS IMPORTANT INFORMATION ABOUT PROCEDURES BEFORE USING THE SERVICES. time.fun reserves the right to obtain, verify, and record information that identifies each person who has an Account on time.fun. When you engage in transactions on the Services, we may ask for your name, address, date of birth, and other information that will allow us and/or our Payment Processor (as defined below) to identify you. We may also ask for a copy of your driver’s license or other identifying documents. We reserve the right to require you to provide additional information and documents. Failure to provide such information upon request, as well as any other violation of this Agreement, may result in your removal from the Services, including a termination of your ability to offer to sell or buy Tokens.
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 permit or require 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 time.fun 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 time.fun and/or grant time.fun 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 time.fun to pay any fees or
making time.fun subject to any usage limitations imposed by such third-party service providers. By granting time.fun access to any Third-Party Account, you understand that time.fun 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 time.fun’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 TIME.FUN 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 time.fun Wallet. You may be able to use the Services to create a time.fun Wallet, which is a noncustodial Digital Wallet offered and made available to you through a Third-Party Service (defined below). time.fun Wallets can be used to store Tokens purchased or received by you through your use of the Platform and other User Assets. Access to your time.fun Wallet requires the use of a private key or
passphrase (“Private Key”) and time.fun has no ability to access your time.fun 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 time.fun Wallet and any contents thereof. time.fun does not have the ability to recover a lost Private Key. While a time.fun Wallet may be interoperable with other compatible blockchain platforms, tokens, or services, only User Assets supported by time.fun that are stored in your time.fun Wallet will be accessible through the Services.
2.4 Registration Data. When you access or use the Services in any way, you agree to (a) provide true, accurate, current and complete information about yourself as may be prompted by the Services from time to time (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You acknowledge and agree that our obligation to provide you with any Services is conditioned on the Registration Data being accurate and complete at all times during the term of this Agreement. If you provide any information that is untrue, inaccurate, not current or incomplete, or time.fun has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, time.fun has the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion
thereof). You agree not to use the Services if you have been previously removed by time.fun, or if you have been previously banned from any of the Services.
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; and (iii) not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction. If you are acting on behalf of a DAO or other entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, 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 this Agreement; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an 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; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. 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;
(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 TIME.FUN 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 TIME.FUN 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 time.fun rely on Supported Blockchains and the applicable
Blockchain Rules, which may not be reliable, consistent or dependent in all scenarios. time.fun may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. time.fun encourages you to periodically confirm the valuation of your User Assets and the accuracy of any User Asset Information through independent sources. time.fun does not and cannot make any guarantee that your User Assets will not lose value. The prices of cryptocurrency
assets can be extremely volatile. time.fun 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 Platform, 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 time.fun Wallet) must be confirmed by and recorded on the applicable Supported Blockchain. time.fun 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 time.fun 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 time.fun 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 time.fun 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) time.fun 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) time.fun makes no guarantee as to the security of any Supported Blockchain or
Digital Wallet. time.fun 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 time.fun 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 time.fun is not
responsible for their performance nor any risks associated with the use thereof. The Services rely on, and time.fun 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 time.fun 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 the Agreement, time.fun grants you a limited license to access and use the Services solely as described hereunder. Unless otherwise specified by time.fun in a separate license, your right to use any and all Services is subject to this Agreement. 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 time.fun 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 the Agreement 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 time.fun; (c) you shall not use any metatags or other “hidden text” using time.fun’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 the Agreement. time.fun, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services may terminate the licenses granted by time.fun pursuant to the Agreement.
4.4 time.fun Communications. By entering into this Agreement 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 time.fun 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 time.fun, including without limitation any Supported Blockchain and your Digital Wallets (including time.fun 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) time.fun 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) time.fun 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 time.fun’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 time.fun, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through any Services (“Your Content”).
6. OWNERSHIP.
1.1 Services. Except with respect to Your Content, you agree that as between you and
time.fun, time.fun 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.
6.1 Trademarks. time.fun’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 time.fun 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.
6.2 Your Content. You grant time.fun 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 time.fun, are responsible for all of Your Content that you make available on or in Services.
6.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to time.fun through its suggestion, feedback, wiki, discord, forum, or other pages or means (“Feedback”) is at your own risk and that time.fun 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 time.fun 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 time.fun’s
business.
7. USER CONDUCT.
7.1 General. You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by this Agreement and will not (and will not attempt to) use the Services in any way that conflicts with our then-current Acceptable Use Policy. Any unauthorized use of any Services terminates the licenses granted by time.fun pursuant to the Agreement.
7.2 Claims of Copyright Infringement. It is time.fun’s policy to terminate access to Services of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to time.fun by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on or made available to or through the Services in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (2) a description of the copyrighted work, trademark, or other
intellectual property right that you claim has been infringed; (3) a description of the location on the Service of the material that you claim is infringing; (4) your address, telephone number, and email address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is
accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for time.fun’s designated agent for notice of claims of infringement is as follows: [[email protected]].
8. FEES.
1.2 Fees. Access to certain Services is free. However, time.fun charges fees (“Transaction Fees”) in connection with your use of the Platform to purchase, sell, or (with respect to any Creator) redeem Tokens, 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 time.fun makes available, and you elect to purchase, any Services in connection with which time.fun charges Fees, you agree that you will pay time.fun all such Fees at time.fun’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 time.fun in our sole discretion.
1.3 Gas Fees. 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 time.fun.
1.4 Taxes. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Agreement or the transactions contemplated by the Agreement (other than taxes based on time.fun’s net income).
1.5 Promotions. time.fun 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. time.fun 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.
1.6 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.
1.7 Payment Processing Services. Payment processing for the Services, including any purchase or exchange of cryptocurrency, will be performed by time.fun’s third-party payment processor (“Payment Processor”). Your use of the Services and the payment processing provided by the Payment Processor is subject to the then-current terms and privacy policies of such Payment Processor (collectively, the “Payment Processor Agreement”). As a condition of using the Payment Processor’s
payment processing, you must provide accurate and complete information, and you authorize us to share this information with the Payment Processor and to charge your payment method for all amounts that may become due under this Agreement. All digital wallet, bank, credit card, or other payment information is sent directly to and stored with the Payment Processor using its security protocols. time.fun shall not have any responsibility for the safety or security of that information. Your use of the
Payment Processor’s payment processing is conditioned upon your compliance with the Payment Processor Agreement, and if the Payment Processor Agreement is terminated by the Payment Processor, you may not be able to use the Services, or you may have your use of the Services suspended or terminated. time.fun 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 time.fun, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “time.fun Party” and collectively, the “time.fun 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 the Agreement, 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 Platform. time.fun 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 time.fun in asserting any available defenses. This provision does not require you to indemnify any of the time.fun 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 the Agreement and/or your access to Services.
10. RELEASE TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE TIME.FUN 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 DIMUNITION 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 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. TIME.FUN 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 TIME.FUN 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) TIME.FUN 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. TIME.FUN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROTOCOL OR YOUR USE OF THE SAME. THE TIME.FUN 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. TIME.FUN 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 TIME.FUN OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
11.2 FROM TIME TO TIME, TIME.FUN 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 TIME.FUN’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
11.3 TIME.FUN IS NOT AN INVESTMENT ADVISOR. NEITHER TIME.FUN 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. NEITHER TIME.FUN NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER TIME.FUN 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 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT TIME.FUN PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TIME.FUN 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. TIME.FUN 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 TIME.FUN CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED BLOCKCHAIN IN CONNECTION WITH
THE SERVICES.
11.5 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 time.fun 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 time.fun control, including without limitation through your use of any content under the terms of an OSS License.
11.6 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 time.fun to monitor such materials and that you access these materials at your own risk.
12. LIMITATION OF LIABILITY.
1.8 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL TIME.FUN 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 TIME.FUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT 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 A TIME.FUN PARTY FOR (i)
DEATH OR PERSONAL INJURY CAUSED BY A TIME.FUN PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A TIME.FUN PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
1.9 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, TIME.FUN 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 THIS AGREEMENT. THE FOREGOING CAP ON LIABILITY
SHALL NOT APPLY TO LIABILITY OF A TIME.FUN PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A TIME.FUN PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A TIME.FUN PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.1 User Content. TIME.FUN 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.
12.2 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.
12.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TIME.FUN AND YOU.
13. MONITORING AND ENFORCEMENT. If time.fun becomes aware of any possible violations by you of the Agreement, time.fun reserves the right to investigate such violations. If, as a result of the investigation, time.fun believes that criminal activity has occurred, time.fun reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. time.fun 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 time.fun’s possession in connection with your use of Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (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 time.fun, its Users or the public, and all enforcement or other government officials, as time.fun in its sole discretion believes to be necessary or appropriate.
14. TERM AND TERMINATION.
1.10 Term. The Agreement commences on the date when you accept the Agreement (as described in the preamble above) and remain in full force and effect while you use Services, unless terminated earlier in accordance with the Agreement.
14.1 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement.
14.2 Termination of Services by time.fun. time.fun reserves the right to terminate this Agreement and your access to the Services at any time, for any or for no reason, with or without notice to you.
14.3 Termination of Services by You. If you want to terminate the Services provided by time.fun, you may do so by (a) notifying time.fun at any time and (b) ceasing all further use of the Services; provided that this agreement shall continue to bind you until you withdraw all User Assets from your time.fun Wallet(s). Your notice should be sent, in writing, to time.fun’s address set forth below.
14.4 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. time.fun will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification and limitation of liability.
14.5 No Subsequent Registration. If your ability to access the Services, is discontinued by time.fun due to your violation of any portion of the Agreement, 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 time.fun intends to announce such Services or Content in your country. Services are controlled and offered by time.fun from its facilities in the United States. time.fun 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 (the “Arbitration Agreement”) carefully. It is part of your contract with time.fun 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 Arbitration Agreement, you and time.fun agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or the Terms of Use and prior versions of the 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, except that: (1) you and time.fun may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or time.fun may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the 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 time.fun. If that occurs, time.fun is committed to working with you to reach a reasonable resolution. You and time.fun agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and time.fun therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“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 must 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 time.fun 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 Arbitration Agreement 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 AND TIME.FUN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and time.fun are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection 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 AND TIME.FUN AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 16.9 , EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES 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
Arbitration Agreement, 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. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Subsection 16.9 . Notwithstanding anything to the contrary in this Arbitration Agreement, if a
court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Subsection 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 time.fun 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 state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or time.fun from participating in a class-wide settlement of claims.
16.5 Rules and Forum. The Terms of Use evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference process
described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and time.fun agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Arbitration Request”). The Arbitration Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration (if 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 the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the
Arbitration Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Arbitration Request. By signing the Arbitration 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 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. Unless you and time.fun otherwise agree, or the Batch Arbitration process discussed in subsection 16.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA 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 AAA is not available to arbitrate, the
parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and time.fun 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 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Arbitration Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 16.9 is triggered, the AAA will appoint
the arbitrator for each batch.
16.7 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, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising
out of or relating to Subsection 16.4 , including any claim that all or part of Subsection 16.4 is unenforceable, illegal, void or voidable, or that Subsection 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 Subsection 16.9 , 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 Subsection 16.9 . 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.
16.8 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 Arbitration Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or time.fun 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.
16.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and time.fun agree that in the event that there are one hundred (100) or more individual Arbitration Requests of a substantially similar nature filed against time.fun 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 AAA 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 Arbitration 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 Arbitration 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 AAA, and the AAA 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 time.fun. You and time.fun agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and
administrative fees for batches of Arbitration 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 Batch Arbitration provision 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.
16.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the address set forth below, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, email address, Digital Wallet address (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration
Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
16.11 Invalidity, Expiration. Except as provided in Subsection 16.4 , if any part or parts of this Arbitration Agreement 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 time.fun as detailed in this Arbitration Agreement 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.
16.12 Modification. Notwithstanding any provision in these Terms of Use to the contrary, we agree that if time.fun makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to time.fun at the address set forth in Section 17.10 , your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms of Use and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, 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 Arbitration Agreement as of the date you first accepted the Terms of Use (or accepted any subsequent changes to these Terms of Use) remain in full force and effect. time.fun will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Use.
16.13 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. 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 this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
16.14 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with time.fun.
17. GENERAL PROVISIONS.
17.1 Independent Contractors. The relationship of time.fun and you under this Agreement 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 time.fun and you.
1.11 Electronic Communications. The communications between you and time.fun may take place via electronic means, whether you visit the Website or send time.fun e-mails, or whether time.fun posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from time.fun in an electronic form; and (b) agree that all terms and
conditions, agreements, notices, disclosures, and other communications that time.fun provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
17.2 Release. You hereby release time.fun 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 the Agreement or your use of Services.
17.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without time.fun’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
17.4 Force Majeure. time.fun 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.
17.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Services, please contact us at: [[email protected]]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
17.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and time.fun agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts of New Castle County, Delaware.
17.7 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, 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.
17.8 Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
17.9 Notice. Where time.fun requires that you provide an e-mail address, you are responsible for providing time.fun with your most current e-mail address. In the event that the last e-mail address you provided to time.fun is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, time.fun’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to time.fun at the following address: [[email protected]]. Such notice shall be deemed given when received by time.fun 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 the Agreement 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 this Agreement 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. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.