[WIP] – Matt Testing Legal Docs

Effective Date:

ETHENA

WEBSITE TERMS OF USE

Effective Date: September 9, 2022

These Terms of Use (these “Terms”) apply to the websites operated or provided by or on behalf of Ethena, Inc. (“Ethena”, “we” or “us”), including without limitation, www.goethena.com, and all associated sites linked to www.goethena.com by Ethena (collectively, the “Site”). BY ACCESSING AND/OR USING THIS SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THIS SITE.

USE OF SITE

You must abide by all applicable laws and these Terms when accessing or using the Site. Violations of these Terms and/or applicable law may result in termination or suspension of your access to or use of all or parts of the Site, in Ethena’s sole discretion.

ACCOUNTS, PASSWORDS, AND SECURITY

To access some parts of the Site, you may need to create an account (“Account”). You agree to provide true, accurate, and complete information when creating your Account, and to keep your Account information up to date at all times. You agree not to misrepresent your identity or any information that you provide for your Account.

It is your responsibility to maintain the confidentiality of your Account, including your password, and for any and all activity that occurs under your Account as a result of your failing to keep this information secure and confidential. Ethena is not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@goethena.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.

PRIVACY

Ethena’s Privacy Policy applies to the use of this Site, and its terms are made a part of these Terms by this reference. You can review Ethena’s Privacy Policy at https://app.goethena.com/documents/EthenaPrivacyPolicy.html.

PROHIBITED USES

You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to, and agree not to assist or otherwise enable any third party to:

  1. copy, modify, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Site;

  1. post, link, deep link, frame, redistribute, sell, decompile, reverse engineer, modify, translate, disassemble, decode or create derivative works from, the Site (including any underlying idea or algorithm), or attempt to do any of the same;

  1. use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through the Site;

  1. use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Site;

  1. exploit the Site for any commercial purpose, including without limitation (i) communicating or facilitating any commercial advertisement or solicitation, (ii) directly or indirectly developing or aiding the development of any product, software, service or feature that offers any functionality substantially similar to, competitive with, or a derivation of, the Site, or (iii) distributing, renting, leasing, lending, selling, licensing, assigning, exporting, importing, conveying or otherwise granting rights to third parties with regard to the Site;

  1. use the Site in any manner that could disable, overburden, damage, disrupt or impair the Site or interfere with any other party’s use of the Site or use any device, software or routine that causes the same;

  1. attempt to gain unauthorized access to, interfere with, damage or disrupt the Site or the computer systems or networks connected to the Site;

  1. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Site, including any digital rights management controls or other technical measures that are designed to control access to the Site, prevent unauthorized copying of the Site, or otherwise preventing access to the Site that exceeds the limited rights and licenses granted under these Terms;

  1. use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Site to monitor, extract, copy or collect information or data from or through the Site, or engage in any manual process to do the same;

  1. introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

  1. use the Site for illegal, harassing, unethical, or disruptive purposes;

  1. violate any applicable law or regulation in connection with your use of the Site; or

  1. use the Site in any way not expressly permitted by these Terms.

OWNERSHIP AND CONTENT

The Site, including its “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Ethena and/or its licensors own all right, title and interest in and to the Site (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Site and its content, including, without limitation, the exclusive right to create derivative works. For the avoidance of doubt, the following constitutes intellectual property in and the Site that are owned by Ethena and/or its licensors: all the software, algorithms, formats, templates, methodologies, rules, characters, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Site.

Ethena’s name, “Ethena,” “GoEthena,” Ethena’s logo and all related names, logos, product and service names, designs and slogans are registered or unregistered trademarks or service marks of Ethena or its affiliates or licensors (the “Trademarks”). You may not use the Trademarks in any manner, including any use that is likely to cause confusion or that disparages or discretise us, without our consent. Other names, logos, product and service names, designs and slogans that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. Any use of the Trademarks, or any other displayed on the Service, will inure solely to the benefit of their respective owners.

You may be able to leave feedback, comments and suggestions for improvements to the Site (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Site or in any such Feedback. All Feedback becomes the sole and exclusive property of Ethena and Ethena may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Ethena any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

LINKS TO OTHER SITES

This Site may contain links to other independent third-party Web sites ("Linked Sites"). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Ethena’s control, and Ethena is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.

RELIANCE ON INFORMATION POSTED

The information presented on or through the Site is made available solely for general information purposes. Ethena does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Ethena disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

CLAIMS OF COPYRIGHT INFRINGEMENT / DMCA  NOTICES

Ethena respects the intellectual property rights of others, and we prohibit users from uploading, posting or otherwise transmitting on this Site or by use of any of our services any materials that violate another party's intellectual property rights.

It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who may repeatedly infringe or violate the copyrights or other intellectual property rights of any party.

Notification of Alleged Copyright Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide us with the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. A description of where the material that you claim is infringing is located on the web site, with enough detail that we may find it on the web site;
  4. Your address, telephone number, and email address;
  5. Your statement that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  6. Your statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter Notification

If you believe your own copyrighted material has been removed from our website and/or service as a result of mistake or misidentification, you may submit a written Counter Notification to us pursuant to 17 U.S.C. § 512(g)(2) and (3). To be effective, your Counter Notification must include substantially the following:

  1. Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
  2. A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which the service provider for the web site may be found.
  3. A statement that you will accept service of process from the party that filed the Notification of Alleged Copyright Infringement or from the party's agent.
  4. Your name, address, and telephone number.
  5. A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  6. Your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless we first receive notice from the party filing the original Notification of Alleged Copyright Infringement informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.

Please note that if you materially misrepresent that material or activity is infringing or that disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false form may constitute perjury.

DISCLAIMERS

ETHENA DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ETHENA NOR ANY PERSON ASSOCIATED WITH ETHENA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. ETHENA CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ETHENA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ETHENA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST ETHENA FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ETHENA BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

Certain state laws do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights. In such states, Ethena’s liability is limited to the greatest extent permitted by law.

INDEMNITY

You agree to indemnify, defenda, and hold harmless Ethena, and our officers, directors, employees, and agents from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Ethena by any third party due to or arising out of or in connection with your use of the Site.

UPDATES TO THE TERMS

We may revise and update these Terms from time to time in which case we will update the effective date at the top of these Terms. Please periodically review these Terms to see the most current Terms that govern your use of this Site. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Site following the post of the updated Terms will be deemed your acceptance of the updated Terms.

GOVERNING LAW

These Terms will be governed by the laws of the State of New York, without regard to its conflict of laws provisions. Any legal action or proceeding relating to these Terms will be brought exclusively in the state or federal courts located in New York, NY, and you agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

VIOLATION OF THESE TERMS OF USE

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

WAIVER AND SEVERABILITY

Any failure of Ethena to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any part of these Terms is determined to be invalid or unenforceable for any reason under relevant law, then that part will be deemed replaced with a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining Terms will continue in full force and effect.

MISCELLANEOUS

Ethena may assign its rights and duties under these Terms to any party at any time. The Site is operated by us in the United States, and we make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Those who choose to access or use the Site from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

CONTACT US

You may contact us at: Ethena, Inc., 33 Nassau Ave., 2nd Floor, Brooklyn, NY 10001, or by e-mail at support@goethena.com.