US USERS, PLEASE BE AWARE THAT SECTION 15 OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND UNSTOPPABLE FINANCE HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE “LAST UPDATED DATE” AT THE TOP OF THESE TERMS. SECTION 15 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND UNSTOPPABLE FINANCE BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT IN ACCORDANCE WITH THESE TERMS: (1) YOU AND UNSTOPPABLE FINANCE WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
1. Basic Provisions; Risk Information; No Financial Service
1.1. Unstoppable Finance GmbH, Winsstr. 12, 10405 Berlin, Germany (hereinafter: “we”, “us” or “our”) offers a software solution through a mobile iOS and Android application (“Mobile App”) with the help of which Users (as defined below) can keep blockchain-based digital assets (hereinafter: “Digital Assets”) and store the corresponding private cryptographic keys (hereinafter: “Private Key”) on their own device (hereinafter: “Ultimate App”, and, together with any additional related software services developed for and/or provided to the User by Unstoppable Finance or its affiliates, the “Service(s)”). Unstoppable Finance does not have access to or control over a User's Private Key and seed phrase or their Digital Assets at any time.
1.2. Certain provisions of these General Terms and Conditions of Business and Use (hereinafter: “GTC”) apply only to persons or legal entities physically located in the United States at the time they are accessing the Services (hereinafter: “US Persons”). These provisions are identified herein as applicable to “US Users”. Wherever such US-specific provisions conflict with any other provisions of the GTC, such US provisions shall apply and the conflicting GTC term shall not apply to such US Persons. Such provisions shall not limit the generality of any clause not applicable exclusively to US Persons, and shall have no bearing on the interpretation of the GTC for non-US Persons. Any clauses not exclusive to US Persons shall otherwise apply to US Persons to the extent permissible by applicable law.
1.3. The User may use the Services to keep, store and manage Digital Assets and the corresponding Private Keys, to send and receive transactions and cryptographically sign transaction messages, and to interact with decentralized applications (hereinafter: “DeFi DApps”), that Unstoppable Finance does not operate or control.
1.4. By using the Services, the User confirms that the User is aware of the inherent risks associated with the use of cryptographic and blockchain-based systems and that the User is experienced with handling Digital Assets and securing Private Keys. The User is aware that Digital Asset markets can be highly volatile due to various factors such as speculation, advancing technology, or changes in the regulatory environment. The use of DeFi DApps, especially for trading Digital Assets, may involve significant financial risks. Transactions undertaken and signed using the Ultimate App are irrevocable and irreversible, and there is no possibility to refund Digital Assets that have been deployed.
1.5. The User acknowledges that Unstoppable Finance offers self-hosted, non-custodial wallet software. The User is responsible for storing and securing the Private Keys stored with the Ultimate App. Unstoppable Finance does not store Seed Phrases and Private Keys for the User, nor does it have access to the User's Seed Phrase and Private Keys. In the event of loss of the Seed Phrase and Private Keys by the User, Unstoppable Finance will not be able to recover the User's Private Keys or otherwise restore access to the Digital Assets. Unstoppable Finance is not responsible for the loss of the User's Seed Phrase or Private Keys. Only the User can recover the User’s own wallet by entering or transferring the Seed Phrase in the Ultimate App. The User is aware that the use of blockchain infrastructures and the processing of blockchain transactions may result in network fees (also known as “gas fees”), which shall be borne by the User. Unstoppable Finance does not charge the User any such fees and has no control over the amount of such fees.
1.6. Unstoppable Finance does not provide any financial services, in particular Unstoppable Finance does not give any investment recommendations or advice and does not provide any investment brokerage or crypto custody services. Unstoppable Finance is also not the provider of the Digital Assets displayed in the user interface, does not offer these Digital Assets for sale or purchase and is not a provider of DeFi DApps and DeFi Services. The user is responsible for the tax treatment, in particular income tax treatment, of any profits from the purchase or sale of Digital Assets and use of DeFi DApps, protocols and services.
2. Scope of Application; Amendment of the General Terms and Conditions of Business and Use
2.1. The GTC apply to any specific contracts or agreements entered into between Unstoppable Finance and a contractual partner, or any other individual accessing the Services (hereinafter: “User”, “you” or “your”) (hereinafter: “User Agreement”). Such contracts may be entered into by using the Mobile App subject to these GTC. The use of the Services is limited to legal entities, partnerships and natural persons with unlimited legal capacity. In particular, minors are prohibited from using the Services.
2.2. Deviating, conflicting or supplementing general terms and conditions of the User shall only become part of the contract if and to the extent that Unstoppable Finance has expressly agreed to their application in writing. This consent requirement shall apply in any case, even if for example Unstoppable Finance, being aware of the general terms and conditions of the contractual partner, accepts payments by the contractual partner without reservations.
2.3. Unstoppable Finance reserves the right to change these GTC at any time and without giving reasons, while considering and weighing the interests of the User. The new GTC will be communicated to the User. They are considered as agreed upon if the User continues using the services, and does not object to their validity within 14 days after receipt of the notification by reaching out to Unstoppable Finance. If the User objects to the new terms, he/she must stop using the Services by exporting his keys and deleting the application. The right of Unstoppable Finance's to terminate the User Agreement according to Section 8 remains unaffected.
3. Functions of the Ultimate App; User's Duty of Care; Third-Party Services.
3.1. The Mobile App provided by Unstoppable Finance allow the User to generate a seed phrase for generating Private Keys as well as the User’s own public cryptographic keys (hereinafter: “Public Key”) and to create the User’s own Ultimate App address therewith. Alternatively, the User may import an existing Seed Phrase into the Ultimate App and therewith create the Private Keys.
3.2. The seed phrase is required to generate one or more Private Keys and derived Public Keys. The wallet address is based on the respective Public Key. The wallet address enables the user to receive incoming transactions. With the Private Key, the user can sign blockchain transactions to transfer Digital Assets and use DeFi DApps and DeFi Services.
3.3. Unstoppable Finance does not store the User's Seed Phrase, Private Keys and Public Keys and therefore only offers a self-hosted Wallet. The Seed Phrase and Private Keys are exclusively stored by the User on the User's local device and, if available, in the User’s compatible cloud storage. The creation and storage of backups are the responsibility of the User. Unstoppable Finance does not create backup copies of the Seed Phrase and Private Keys or the contents of the Ultimate App. The User is obliged to properly back up the Seed Phrase and Private Keys. In case of loss, the User will face the loss of access to his/her Digital Assets.
3.4. The Ultimate App contains certain features (hereinafter: “Wallet Features”) that allow the User to interact with third-party DeFi DApps, protocols and services that Unstoppable Finance does not operate itself (hereinafter: “Third-Party Services”, see Section 6). For this purpose, the Ultimate App provides a user interface that the User can use to connect to and interact with DeFi DApps or DeFi protocols. Unstoppable Finance continues to develop the Wallet Features and integrations with Third-Party Services on a regular basis, so that the Wallet Features offered and Ultimate App's compatibility with Third-Party Services may be subject to change. The presentation of the Wallet Features in the Mobile App only reflects the current functionality and does not constitute a binding offer for future services.
4. Restrictions on Use (US Users)
4.1. You must be eighteen (18) years of age to use the Services. By using the Services, you agree as applicable to directly, or indirectly through Unstoppable Finance’s third party partners (i) provide accurate, current, and complete information about yourself, (ii) maintain and promptly update as necessary your information, (iii) maintain the security of your device password and accept all risks of unauthorized access to your wallet, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Service.
4.2. You agree that you will not log in or try to log in to access the Service through unauthorized third party applications or clients.
4.3. Unstoppable Finance may require you to provide additional information and documents at the request of any competent authority or in order to help Unstoppable Finance comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. Unstoppable Finance may also require you to provide additional information and documents and restrict further usage of the Services in cases where it has reasons to believe that your wallet is being used for money laundering or for any other illegal activity.
4.4. By using the Services, you hereby represent and warrant, to and for the benefit of Unstoppable Finance, its affiliates and its and their respective representatives, as follows:
4.4.1. You have all requisite capacity, power and authority to enter into, and perform your obligations under this GTC, including your use of any Digital Assets. The execution, delivery and performance of, and the performance of your obligations under, this GTC have been duly authorized by all necessary action on the part of you, and no other proceedings on your part are necessary to authorize the execution, delivery or performance of your obligations under this GTC by you.
4.4.2. This GTC constitutes your legal, valid and binding obligation, enforceable against you in accordance with this GTC.
4.4.3. All information provided by you to Unstoppable Finance and/or its third-party designees is accurate and complete. None of: (i) you; or (ii) any person for whom you are acting as agent or nominee in connection with this GTC is: (A) an individual named on an OFAC list as provided at http://www.treas.gov/ofac, or a person 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.
4.4.4. This GTC does not, and the performance of your obligations under this GTC and your buying and selling Digital Assets will not: (i) contravene, conflict with or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you.
4.4.5. You are sophisticated, experienced and knowledgeable in the listing, purchase, sale or trading of digital assets generally and the Digital Assets for which you intend to use the Services in particular. Additionally, you have conducted an independent investigation of the Service and the matters contemplated by this GTC, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to transfer any Digital Assets to your wallet, or to otherwise use the Services, you have relied solely on the results of such investigation and such independent judgement. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including the Digital Assets in particular, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the Digital Assets) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Unstoppable Finance, in determining to enter into this GTC, to use or transfer any Digital Assets pursuant to the Service or use or interact with any part of the Service.
4.4.6. There is no legal proceeding pending that relates to your activities using Digital Assets, other tokens or digital assets, trading blockchain or any other assets, or using any blockchain or related technology.
4.4.7. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities, or Digital Assets. 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 the Service.
4.5. You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
4.6. While the Service facilitates the processing of Digital Asset transactions, Unstoppable Finance does not control and does not take ownership of your Digital Assets, and is not and shall not be a party to any transaction or dispute between you and a counter-party to any Digital Asset transaction effectuated by or through the Service.
5. Intellectual Property (US Users)
5.1. Subject to your compliance with this GTC, Unstoppable Finance hereby grants you a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable, “as-is” license to access and use the Service for your own personal, non-commercial use; provided, however, that such license does not include any right to (i) sell, resell, or use commercially the Service, (ii) distribute, publicly perform, or publicly display any Unstoppable Finance intellectual property, (iii) modify or otherwise make any derivative uses of the Service, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Service, except as expressly permitted by us, and (vi) use the Service other than for their intended purposes.
5.2. Subject to your compliance with this GTC, Unstoppable Finance hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Mobile App on a single mobile device that you own or control and to run such copy of the Mobile App solely for your own personal, non-commercial use. Furthermore, with respect to any Mobile App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
5.3. Unstoppable Finance may from time to time change or discontinue any or all aspects or features of the Service.
5.4. Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Unstoppable Finance and Ultimate logos and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (such materials, “Content”) are protected by intellectual property laws throughout the world and are the property of Unstoppable Finance or our affiliates, licensors or users, as applicable.
5.5. Notwithstanding anything to the contrary in this GTC, the Service and Content may include software components provided by Unstoppable Finance or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
5.6. The Unstoppable Finance and Ultimate logos and any Unstoppable Finance product or service names, logos or slogans that may appear on the Service are trademarks of Unstoppable Finance or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Unstoppable Finance,” or any other name, trademark or product or service name of Unstoppable Finance or our affiliates without our prior written permission. In addition, the look and feel of the Service and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Unstoppable Finance and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and other names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Unstoppable Finance.
6. Conditions of Service; CoinGecko
6.1. The User's right to use the Services is limited to the respective state of art. Unstoppable Finance may temporarily restrict certain Wallet Features if this is necessary due to capacity limits, to maintain the security or integrity of the software, servers or services or to carry out technical measures, e.g. maintenance work serving the proper or improved service of the Ultimate App. In these cases, Unstoppable Finance will take the User’s legitimate interests into account, e.g., by providing appropriate information about planned maintenance work as an app message in advance. Section 9 of the GTC remains unaffected.
6.2. To the extent that Unstoppable Finance makes services, content or data from third party providers available in the wallet in any way, Unstoppable Finance does not warrant their accuracy, completeness or timeliness. Unstoppable Finance merely provides a user interface that allows Users to access DApps or DeFi protocols provided by third-party service providers. No contractual relationship exists between Unstoppable Finance and the Third-Party Service providers and the Third-Party Service providers are not acting as agents of or at the direction of Unstoppable Finance. Unstoppable Finance has no technical, legal or organizational means to influence Third-Party Services. Unstoppable Finance is not liable for any damages incurred by the User due to the use of Third-Party Services, such as in case of bridged tokens, unavailability and customization of DApps and DeFi protocols, transactions to incompatible, incorrect or unassigned wallet addresses, transactions with DeFi DApps, failure of nodes or unavailability of blockchains or hacker attacks on DApps. Notwithstanding the foregoing as well as Section 1.3 and 3.4, Unstoppable Finance assumes – subject to Section 10 below – full liability for Third-Party Services provided by Gecko Labs Pte. Ltd., Singapore, ("CoinGecko"). Any of CoinGecko’s remaining direct liability to the User is limited pursuant to Section 10 below.
6.3. If and to the extent that Unstoppable Finance or third parties hold proprietary rights in the Services or the Wallet Functions or in the content, materials or data, Unstoppable Finance allows the User to use these rights for the performance of the User Agreement. Unless necessary for the contractual use and except for mandatory legal provisions, the User is not entitled to reproduce, edit, modify, decompile, reverse engineer, or scrape the Ultimate App or Wallet Features, their respective underlying software or their user interface, APIs or protocols, or to perform any other actions that infringe proprietary rights of Unstoppable Finance or any third parties such as the rights of third-party API provider CoinGecko. Any rights to use the Services or the User's Wallet Features shall expire upon termination of the User Agreement.
6.4. You agree that you are solely responsible for your conduct while accessing or using the Service. You agree that you will abide by this GTC and will not:
6.4.1. Provide false or misleading information to Unstoppable Finance;
6.4.2. Use or attempt to use another User’s wallet without authorization from such User;
6.4.3. Create, sell, or list counterfeit or otherwise illegal Digital Assets;
6.4.4. Circumvent or attempt to circumvent any limitations or restrictions placed on promotions offered by Unstoppable Finance;
6.4.5. Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Service in any manner;
6.4.6. Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Service;
6.4.7. Reverse engineer any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
6.4.8. Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Service that you are not authorized to access;
6.4.9. Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;
6.4.10. Collect or harvest data from our Service that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;
6.4.11. Use data collected from our Service for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
6.4.12. Bypass or ignore instructions that control all automated access to the Service;
6.4.13. Use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this GTC;
6.4.14. Use any blockchain network to carry out any illegal activities in connection with or in any way related to your access to and use of the Service, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the network, or the Service;
6.4.15. Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities involving Digital Assets, including:
18.104.22.168. trading a Digital Asset at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Digital Asset, unduly or improperly influencing the market price for such Digital Asset used as payment on the Service or establishing a price which does not reflect the true state of the market in such Digital Asset;
22.214.171.124. for the purpose of creating or inducing a false or misleading appearance of activity in a Digital Asset or creating or inducing a false or misleading appearance with respect to the market in a Digital Asset: (A) executing or causing the execution of any transaction for a Digital Asset, Good or Service which involves no material change in the beneficial ownership thereof; or (B) entering any order for the purchase or sale of an Digital Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Digital Asset, has been or will be entered by or for the same or different parties; or
126.96.36.199. participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Digital Asset;
6.4.16. (US users only) Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to using the Service to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions; or
6.4.17. (US users only) Use the Service to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) convey rights to participate in an ICO or any securities offering, or (iii) entitle third parties financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts.
7.1. Fees may apply for the use of the Ultimate App for both in-app swaps and fiat onramp as well as other services in the Wallet. In case any fees are charged by Ultimate for any of their services, they will clearly be displayed in the app to the User prior to performing the respective transaction and they will include the statutory value added tax. In case of fees on in-app token swaps, the respective price quote displayed will be inclusive of fees. Also, for the execution of any transactions a network fee of the Solana or Ethereum blockchain in the native currency SOL and ETH respectively is due. Unstoppable Finance has no control over the fees charged by the Third-Party Services or Blockchain network fees. Unstoppable Finance may change its own fees at any time. Price changes will be communicated to the User in due time before taking effect.
7.2. The User is only entitled to offset and/or assert rights of retention if the User’s counterclaims are legally established, undisputed or recognized by Unstoppable Finance.
8. Term and Termination
8.1. The User can terminate the User Agreement at any time without notice. Unstoppable Finance may terminate the User Agreement at any time giving 30 days’ prior notice in the application. As Unstoppable Finance does not collect contact details of users, a termination notice will only be delivered by in-app banner. The right of the parties to terminate the User Agreement for cause remains unaffected. In case of termination of the User Agreement by Unstoppable Finance, the User can no longer access the Ultimate App. However, the User may continue to access his/her Private Keys in the application and hence his/her Digital Assets via a third-party wallet provider using the User’s Seed Phrase and Private Keys.
8.2. (US Users) You may terminate this GTC by providing us with written notice of such termination and ceasing all future use of the Service. Termination of any Service includes removal of access to such Service and barring of further use of the Service where technically feasible. Termination of all Services may also include disconnection of your wallet and all related information where technically feasible, including your Content. Even upon termination of service you may access your Seed Phrase and Private Keys via the application to export for migrating your assets to a third-party wallet provider. Upon termination of any Service, your right to use such Service will automatically terminate immediately. Notwithstanding anything contained in this GTC, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. All provisions of this GTC which by their nature extend beyond the expiration or termination of this GTC shall survive such termination or expiration.
9. Investigations (US Users).
If Unstoppable Finance becomes aware of any possible violations by you of this GTC, Unstoppable Finance reserves the right to investigate such violations. If, as a result of the investigation, Unstoppable Finance believes that criminal activity may have occurred, Unstoppable Finance reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Unstoppable Finance is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Service, including User Content, in Unstoppable Finance’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this GTC, (iii) respond to any claims that User 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 Unstoppable Finance, its users, or the public, and all law enforcement or other government officials, as Unstoppable Finance in its sole discretion believes to be necessary or appropriate.
10. Liability of Unstoppable Finance; Force Majeure
10.1. Unstoppable Finance is liable for damages – regardless of the legal grounds – in the event of intent and gross negligence on the part of Unstoppable Finance, its legal representatives, executive employees or other vicarious agents.
10.2. In case of simple negligence, Unstoppable Finance is only liable for damages resulting from injury to life, body or health and for damages resulting from the breach of an essential contractual duty (a duty, the performance of which enables the proper execution of the contract in the first place and on the compliance of which the contractual partner regularly relies and may rely), whereby in the latter case of breach of an essential contractual duty, Unstoppable Finance's liability shall be limited to compensation of the foreseeable, typically occurring damage.
10.3. The limitations of liability according to Section 10.1 and Section 10.2 do not apply as far as Unstoppable Finance has assumed a guarantee or has fraudulently concealed a defect in the contractual services. These limitations of liability also do not apply to claims of the User according to the Product Liability Act (”Produkthaftungsgesetz”) and any applicable data privacy laws.
10.4. If the User suffers damages form the loss of data, Unstoppable Finance is not liable for this, as far as the damages would have been avoided by a regular and complete backup of all relevant data by the user.
10.5. Unstoppable Finance takes all possible measures to enable the User to access the Services, including the Wallet Features and Third-Party Services. In the event of disruptions to the technical infrastructure, the internet connection or a relevant blockchain, Unstoppable Finance shall be exempt from its obligation to perform. This also applies if Unstoppable Finance is prevented from performing due to force majeure or other circumstances, the elimination of which is not possible or cannot be economically expected of Unstoppable Finance.
10.6. (US Users) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Unstoppable Finance BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS GTC, THE SERVICE, ANY DIGITAL ASSETS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF Unstoppable Finance HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
YOU ACKNOWLEDGE AND AGREE THAT Unstoppable Finance IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD Unstoppable Finance LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, THIRD PARTY PROPERTIES, OR OTHER USERS OF THE SERVICE, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF Unstoppable Finance ARISING OUT OF OR IN ANY WAY RELATED TO THIS GTC, YOUR ACCESS TO AND USE OF THE SERVICE, CONTENT (INCLUDING YOUR CONTENT) AND DIGITAL ASSETS USED BY YOU WITHIN THE SERVICE, EXCEED $100 OR (B) THE AMOUNT PAID BY YOU TO Unstoppable Finance, IF ANY, IN THE TRANSACTION OR INCIDENT THAT IS THE SUBJECT OF THE CLAIM.
Some U.S. jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
10.7. (US Users) THE SERVICE, CONTENT CONTAINED THEREIN, AND DIGITAL ASSETS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. Unstoppable Finance (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. Unstoppable Finance DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE OR ANY CONTENT CONTAINED THEREIN. Unstoppable Finance DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE Unstoppable Finance ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, Unstoppable Finance CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, OR ANY DIGITAL ASSETS LISTED ON OUR SERVICE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF THE SERVICE. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; (V) ANY LOSS OR CORRUPTION OF YOUR PRIVATE KEYS OR SEED PHRASE; OR (VI) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE Unstoppable Finance SERVICE OR DIGITAL ASSETS.
DIGITAL ASSETS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN. WE DO NOT GUARANTEE THAT Unstoppable Finance OR ANY Unstoppable Finance ENTITY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSET. WE CANNOT AND DO NOT GUARANTEE THAT ANY DIGITAL ASSET WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT YOU WILL BE ABLE TO SELL OR RESELL ANY DIGITAL ASSET PURCHASED THROUGH THE SERVICE.
Unstoppable Finance is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to the Digital Assets. Unstoppable Finance is not responsible for casualties due to developers’ or representatives’ delay or failure to report any issues with any blockchain supporting Digital Assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
Nothing in this GTC shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
10.8. (US Users) You hereby release and forever discharge Unstoppable Finance and our officers, employees, agents, successors, and assigns (the “Unstoppable Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other users of the Service or any Third-Party Properties).
YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, OR ANY SIMILAR LAW OR RULE IN EFFECT IN YOUR JURISDICTION WHICH PROVIDES IN SUBSTANCE THAT: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY 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 OR RELEASED PARTY.”
11.1. The User agrees to indemnify Unstoppable Finance from all claims, which other Users or other third parties assert for infringement of their rights against Unstoppable Finance due to the User’s use of the Services including the Ultimate App or other Third Party Services.
11.2. In this case, the User assumes all necessary costs of legal defence of Unstoppable Finance, including all statutory court and attorney fees. This does not apply if the user is not responsible for the infringement.
11.3. In case of a claim asserted by a third party, the user is obliged to provide Unstoppable Finance with immediate, truthful and complete information necessary for the examination of claims and defence.
11.4. (US Users) To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Unstoppable Finance and its affiliates from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to this GTC or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services, user content, or Digital Assets, including, without limitation, any act or omission involving any third party in connection with the listing, buying, selling, or trading of any Digital Assets hereunder; (b) any feedback you provide; (c) your violation of this GTC; (d) your violation of the rights of any third party, including another user; (e) any breach or non-performance of any covenant or agreement made by you; (f) your user content or the listing, buying, selling, or trading of any Digital Assets; or (g) any off-chain benefits related to the Digital Assets (including the furnishing, or any failure to furnish, or any acts or omissions of or attributable to you or any third party in respect of the same). You agree to promptly notify Unstoppable Finance of any third-party Claims and cooperate with the Unstoppable Finance and its affiliates in defending such Claims. You further agree that Unstoppable Finance and its affiliates shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND Unstoppable Finance.
12. Data Protection
12.1. Unstoppable Finance informs the User about Unstoppable Finance’s processing of personal data, including the disclosure to third parties and the rights of the User as an affected party, in the data protection information.
13. App Stores.
You acknowledge and agree that the availability of the Mobile App and the Service is dependent on the third party from whom you received the Mobile App license, e.g., the Apple App Store or Google Play Store (each, an “App Store”). You acknowledge that this GTC is between you and Unstoppable Finance and not with the App Store. Unstoppable Finance, not the App Store, is solely responsible for the Services, including the Mobile App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Mobile App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Mobile App. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the Mobile App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this GTC and will have the right to enforce it.
14. Accessing and Downloading the Mobile App from the Apple App Store.
The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
14.1. You acknowledge and agree that (i) this GTC is concluded between you and Unstoppable Finance only, and not Apple, and (ii) Unstoppable Finance, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
14.2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
14.3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Unstoppable Finance and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Unstoppable Finance.
14.4. You and Unstoppable Finance acknowledge that, as between Unstoppable Finance and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
14.5. You and Unstoppable Finance acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Unstoppable Finance and Apple, Unstoppable Finance, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this GTC.
14.6. You and Unstoppable Finance acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this GTC as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this GTC, Apple will have the right (and will be deemed to have accepted the right) to enforce this GTC as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
14.7. Without limiting any other terms of this GTC, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
15. ARBITRATION AGREEMENT (US Users)
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with us and limits the manner in which you can seek relief from us.
15.1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Unstoppable Finance agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, or this GTC and prior versions of the GTC, including claims and disputes that arose between us before the effective date of this GTC (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Unstoppable Finance may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Unstoppable Finance 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 GTC as well as claims that may arise after the termination of this GTC.
15.2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Unstoppable Finance. If that occurs, Unstoppable Finance is committed to working with you to reach a reasonable resolution. You and Unstoppable Finance agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Unstoppable Finance 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 Unstoppable Finance that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to firstname.lastname@example.org or regular mail to our offices located at Winsstr. 12, 10405 Berlin, Germany. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (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.
15.3. Waiver of Jury Trial. YOU AND Unstoppable Finance 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 Unstoppable Finance are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section titled “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.
15.4. Waiver of Class and Other Non-Individualized Relief. YOU AND Unstoppable Finance AGREE THAT, EXCEPT AS SPECIFIED IN THE SECTION ENTITLED “BATCH ARBITRATION,” 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 the Section entitled “Batch Arbitration.” 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 Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Unstoppable Finance 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 section does not prevent you or Unstoppable Finance from participating in a class-wide settlement of claims.
15.5. Rules and Forum. The Terms 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 process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Unstoppable Finance 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 “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (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 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 Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing 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 Unstoppable Finance otherwise agree, or the Batch Arbitration process discussed in the Section entitled “Batch Arbitration” 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 Unstoppable Finance 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.
15.6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California 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 Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under the Section entitled “Batch Arbitration” is triggered, the AAA will appoint the arbitrator for each batch.
15.7. 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 the Section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the Section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the Section entitled “Batch Arbitration,” 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 the Section entitled “Batch Arbitration.” 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.
15.8. 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 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 Unstoppable Finance 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 Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
15.9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Unstoppable Finance agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Unstoppable Finance 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 Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the 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 Unstoppable Finance.
You and Unstoppable Finance 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 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.
15.10. 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.
15.11. 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 out to: Winsstr. 12, 10405 Berlin, Germany, and via e-mail to: email@example.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Unstoppable Finance Account (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 this GTC 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.
15.12. Invalidity, Expiration. Except as provided in the Section entitled “Waiver of Class or Other Non-Individualized Relief”, 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 Unstoppable Finance 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.
15.13. Modification. Notwithstanding any provision in this GTC to the contrary, we agree that if Unstoppable Finance makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Unstoppable Finance at Winsstr. 12, 10405 Berlin, Germany and e-mailing firstname.lastname@example.org, your continued use of the Unstoppable Finance 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 this GTC 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 or of the Unstoppable Finance Services, or this GTC, the provisions of this Arbitration Agreement as of the date you first accepted the GTC (or accepted any subsequent changes to this GTC) remain in full force and effect. Unstoppable Finance will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this GTC.
15.14. Governing Law and Jurisdiction. For any action arising out of or related to this GTC and to the extent the provisions in this Section do not apply, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.
16. Final Provisions
16.1. Unstoppable Finance is entitled to transfer its rights and obligations under the User Agreement in whole or in part to third parties with a notice period of four weeks. In this case, the User has the right to terminate the User Agreement without notice.
16.2. Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by the statutory provision. If there is no statutory provision or if the statutory provision would lead to an unacceptable result, the parties shall enter negotiations to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision.
16.3. The User Agreement including these GTC shall be governed by German law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. For consumers domiciled in another European country but Germany, the mandatory provisions of the consumer protection laws of the member state in which the consumer is domiciled shall also apply, provided that these are more advantageous for the consumer than the provisions of the German law.
16.4. For users who are merchants within the meaning of the German Commercial Code (”Handelsgesetzbuch”), a special fund (”Sondervermögen”) under public law or a legal person under public law, Berlin shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship.
16.5. In the event of a conflict between the German and the English version of these GTC, the German version shall prevail.
17. Final US Provisions (US Users)
17.1. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, 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 THIS GTC.
17.2. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Unstoppable Finance are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Unstoppable Finance products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
17.3. The communications between you and Unstoppable Finance may take place via electronic means, whether you use the Unstoppable Finance or send Unstoppable Finance e-mails, or whether Unstoppable Finance posts notices through the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Unstoppable Finance in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Unstoppable Finance provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
17.4. In the event of a conflict between the German and the English version of the GTC, the English version shall prevail.