THESE TERMS OF USE ("TERMS") ARE ENTERED INTO BY AND BETWEEN YOU AND MESSARI, INC. ("MESSARI", "WE," AND "US"). BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. YOUR CONTRIBUTION OF USER SUBMISSIONS AND/OR USE OF THE PLATFORM SHALL ALSO CONSTITUTE ASSENT TO THESE TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THESE TERMS, CLICK THE "CANCEL" BUTTON. IF THE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. BY CLICKING "* ACCEPT *" YOU ACKNOWLEDGE AND AGREE TO BE BOUND TO THE TERMS.

Messari Terms of Use

Effective date: 07/16/2018

Welcome to Messari. Please read on to learn the rules and restrictions that govern your use of our website, products, services and applications (the "Service"). If you have any questions, comments, or concerns regarding these terms or the Service, please contact us at operations@messari.io.

These Terms will remain in effect at all times while you use the Service or any data obtained through the Service. These Terms govern your access to the Service and use of all data, content and other information on Messari's websites and other properties and include the provisions in this document, as well as those in the Privacy Policy and the Copyright Dispute Policy.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION main BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Service, so these Terms may need to change along with the Service. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the https://www.messari.io website, by sending you an email, and/or by some other means.

If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service. If you use the Service in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by you and Messari.

What about my privacy?

Messari takes the privacy of its users very seriously. For the current Messari Privacy Policy, please click here

The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Service or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at operations@messari.io.

What are the basics of using the Service?

As part of using the Service, you may be required to sign up for an account, and select a password and email or user name (your "Messari User ID"). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Messari User ID a name that you don't have the right to use, or another person's name with the intent to impersonate that person. Your right to access the Service is personal to you and you may not transfer your account to anyone else without our prior written permission. You will not share your account or password with anyone, and you must protect the security of your account and your password. You're responsible for any activity associated with your account. You will only use the Service and Content (defined below) in a manner that complies with all laws that apply to you. If your use of the Service is prohibited by applicable laws, then you aren't authorized to use the Service. We can't and won't be responsible for your using the Service in any way that breaks the law.

You represent and warrant that you are of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Service and gotten your parent or guardian to agree to these Terms on your behalf). If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

Your use of the Service is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute or submit any User Submission (defined below) or other materials or otherwise use the Service or interact with the Service in a manner that:

A violation of any of the foregoing is grounds for account suspension or termination of your right to use or access the Service.

What are my rights with respect to the Service?

The materials displayed or published or available on or through the Service, including, but not limited to, text, graphics, data, articles, information, photos, images, illustrations, User Submissions (as defined below), and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Service in any way (including through the Messari website, API, mobile applications, downloads, etc.). You will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you in a way that violates someone else's (including Messari's) rights. You may reference Content with proper attribution to Messari or the applicable owner, as described below; however, any other uses of Content require Messari's prior written consent.

You understand that Messari owns the Service. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this main), create derivative works based on, re-sell, sublicense, re-distribute, or otherwise exploit any aspect of the Service.

You may only use Content in a manner that is expressly permitted by these Terms. You may be required to submit an application and/or meet certain eligibility criteria in order to participate in a program, and there may be different terms and conditions which apply to the specific program that you choose. You must agree to all terms and conditions and, if applicable, pay all required fees which apply to your specific program. These Terms apply to all such programs unless specifically stated otherwise in the applicable program terms.

Unless otherwise notified to you in the Service, all Content made available to you through the Service, including any User Submissions or other content and data created, published, or otherwise made available by Messari, shall be licensed to you for your use under the Creative Commons Attribution-NonCommercial 4.0 license (https://creativecommons.org/licenses/by-nc/4.0/) ("CC BY-NC 4.0").

Do I grant any licenses to Messari or to other users?

Except as otherwise specified by Messari, you agree that all content you contribute to the Service, including anything you post, upload, share, store or otherwise provide to Messari or otherwise through the Service ("User Submissions") are licensed to other users under the CC BY-NC 4.0 license.

The foregoing license grants do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions (as long as they do not conflict with the license grants set forth in these Terms) unless you otherwise agreed in writing.

You represent and warrant that you have the necessary rights in such User Submissions to grant the rights required by these Terms and the CC BY-NC 4.0 license. You acknowledge and agree that User Submissions that you contribute to the Service may be accessible by Messari and other users, including after the termination of your Messari User ID, and that once you contribute User Submissions to the Service, you may not be able to remove it. We reserve the right to store, archive, repost, or otherwise make available any User Submission contributed to the Service, at any time after such User Submission is contributed.

You may import content to the Service from outside of the Service (which, once imported, will also be "User Submissions"), but in such cases, you represent and warrant that such User Submission is available under terms that are compatible with the license grants set forth in these Terms and you have complied with all requirements related to the use of such User Submission in connection with the Service, including by providing all appropriate credit to any other authors.

You understand that you are legally responsible for all of your contributions, use and re-use of User Submissions from or to the Service under all applicable U.S. and international laws. In some limited circumstances, authorities may seek to apply the laws, rules or regulations of other countries to you, including local laws where you live or view or contribute content, and we cannot offer any protection, guarantee, immunity or indemnification in such situations. These Terms are void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

When you contribute User Submissions, you agree that we and other users may attribute such User Submissions to you in one or more of the following ways, or in other ways we reasonably deem to be appropriate, including after the termination of your Messari User ID:

If you share a User Submission that was not contributed by you outside of the Service, you agree to all of the rules of the CC BY-NC 4.0 license (further detailed at https://creativecommons.org/licenses/by/4.0/#), including the following:

To the extent otherwise permitted by these Terms, you may contribute content to the Service from the public domain (which, after your contribution to the Service, will also be "User Submissions"). Before contributing any content from the public domain, you must confirm the public domain status of the content under all applicable laws of any relevant jurisdiction. You represent and warrant that any material you claim to have acquired from the public domain is actually in the public domain. Please label all such User Submissions (or portions of User Submissions) appropriately.

You acknowledge and agree that, unless Messari otherwise agrees with you in writing, Messari will not provide you with any compensation for any contribution to the Service or any other action or idea related to the Service. Additionally, you agree that you will not unilaterally revoke or seek invalidation of any license that you have granted under these Terms for User Submissions you have contributed to the Service, even if you terminate your Messari User ID or otherwise cease using the Service and/or any other services or products offered by or on behalf of Messari. Messari has no responsibility or liability for the deletion of, or the failure to store or transmit, any User Submission.

Notwithstanding the foregoing licenses, you hereby grant to Messari a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable (through multiple tiers) and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions for commercial and non-commercial purposes, and to allow others to do so, in any medium now known or hereinafter developed. For the avoidance of doubt, Messari may act with respect to such User Submissions, in each case to enable us to operate the Service. This includes, but is not limited to, making User Submissions accessible to all Messari users and providing the Service necessary to do so, as well as all other rights necessary to use and exercise all rights in that User Submission in connection with the Service and/or otherwise in connection with Messari's business. Messari makes no guarantee that it will use (or not use) any User Submission.

If you provide us with any feedback, suggestions, improvements, enhancements, ideas, comments and/or feature requests relating to the Service (each of the foregoing, "Feedback"), then you grant Messari the licenses above, as well as a royalty-free, perpetual, sublicensable, irrevocable, and worldwide license to display, perform, and distribute your Feedback. We may, in our sole discretion, decide whether to use the Feedback in any of our products and services. You acknowledge and agree to grant the licenses above without any compensation to you.

Please note that all of the foregoing licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

What if I see something on the Service that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the "DMCA"), as it relates to online service providers, like Messari, being asked to remove material that allegedly violates someone's copyright. We respect others' intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the DMCA, click here.

Who is responsible for what I see and do on the Service?

Any information or content publicly posted or privately transmitted through the Service is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren't liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Service. We can't guarantee the identity of any users with whom you interact in using the Service and are not responsible for which users gain access to the Service.

You are responsible for all Content you contribute, in any manner, to the Service, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Service.

User Submissions or opinions expressed on the Service are that of the individual expressing such User Submission or opinion and may not reflect the opinions of Messari.

The Service may contain content, data, links or connections to or from third party websites or services that are not owned or controlled by Messari ("Third-Party Services"). When you access or use Third-Party Services, you accept that there are risks in doing so, and that Messari is not responsible for such risks. We encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each Third-Party Service that you visit or utilize.

Messari has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party Services or by any third party that you interact with through the Service. In addition, Messari will not and cannot monitor, verify, censor or edit the content of any Third-Party Services. By using the Service, you release and hold us harmless from any and all liability arising from your access to or use of any Third-Party Service.

Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services (if applicable), and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Messari shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you agree that Messari is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Messari, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Service. If you are a California resident, you shall and hereby do waive California Civil Code main 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

Will Messari ever change the Service?

We're always trying to improve the Service, so they may change over time. We may suspend or discontinue any part of the Service, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Service. We'll try to give you notice when we make a material change to the Service that would adversely affect you, but this isn't always practical. Similarly, we reserve the right to remove any Content from the Service at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

From time to time, Messari may require you to expunge some or all of the Content in your possession, and you will do so promptly upon request.

Does using Messari cost anything?

The Service is currently free, but we reserve the right to charge for certain or all Service in the future. We will notify you before any Service you are then using begin carrying a fee, and if you wish to continue using such Service, you must pay all applicable fees for such Service.

What if I want to stop using Messari?

You're free to do that at any time; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Service.

Messari is also free to terminate (or suspend access to) your use of the Service or your account, for any reason in our discretion, including your breach of these Terms. Messari has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

Additionally, upon termination of your account Messari may require you to expunge some or all of the Content in your possession, and you will do so promptly.

What else do I need to know?

Warranty Disclaimer. Neither Messari nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Service, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Service. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Service. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Service are provided "AS IS" and without any warranty of any kind from Messari or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY MESSARI (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL MESSARI (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF $100 OR (II) THE AMOUNTS PAID BY YOU TO MESSARI IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold Messari, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to your use of the Service (including any actions taken by a third party using your account), and your violation of these Terms.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Service account, in any way (by operation of law or otherwise) without Messari's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

ARBITRATION AGREEMENT

Relationship.You understand this is not an employment relationship. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Messari, and you do not have any authority of any kind to bind Messari in any respect whatsoever. We make no guarantee regarding an offer of future employment based on your use of the Service, including your contribution of User Submissions to us.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Service, provided that the Messari may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Messari agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Messari, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You and Messari agree there are no third party beneficiaries intended under these Terms.