Terms

Last updated: October 21st, 2023

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE AS THESE TERMS AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS AND CONTAIN OTHER IMPORTANT INFORMATION.

BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE

1. Acceptance of Terms

The following terms and conditions, together with any documents incorporated by reference (collectively, the "Terms"), govern your access to and use of Chisel.xyz (the "Site"), and any content, features, functionality, tools, and services offered on or through the Site, including the tool ("Tool") to create ordinal inscriptions on Bitcoin using file uploads or text-based submissions (collectively, the "Service"). You represent and warrant that you have done sufficient research on the risks of ordinal inscriptions before using the Service. This Site is owned and operated by Arroyo LLC, a Delaware limited liability corporation ("Chisel," "we," "us," or "our").

2. Changes to Terms

In our sole discretion, Chisel reserves the right to change or modify these Terms at any time and from time to time. All changes are effective immediately when posted and apply to all access to and use of the Service. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the "Last Updated" date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to ensure that you understand the then-current terms and conditions that apply to your access or use the Service.

3. Eligibility

You must be at least 18 years old to use the Service. If you are at least 13 years old but under 18 years old, you may only use the Service with the approval, guidance and oversight of a parent or guardian, and the parent or guardian is responsible for your actions using the Service. If you are under 13 years old, you are prohibited from using our Service.

4. Your Ordinal Inscription

For purposes of these Terms, ordinal inscriptions are mechanisms by which satoshis, the lowest denomination of Bitcoin, are identified, tracked, and inscribed with specific data or material on the Bitcoin blockchain. The process of ordinal inscription associates with or inscribes unique data, a file upload, text-based submissions or other information ("Inscription Material") onto a satoshi and the resulting satoshi with such ordinal inscription differentiates that satoshi from other satoshis. After inscription, a satoshi could then be considered non-fungible with respect to other satoshis. The Tool is designed to help you create custom ordinal inscriptions that are deployed to the Bitcoin blockchain where it will remain forever accessible and unchangeable.

5. Your Ordinal Inscription

A. Certain Fees

Chisel's Tool provides you with assistance in creating your own ordinal inscription. To use the Services, you are obligated to pay Chisel a fee ("Service Fee") that is approximated based on the transaction fee in sats/vByte you select when creating your ordinal inscription. The current fee schedule can be found here.

In addition, the network requires a network fee ("Network Fee") in order to process and confirm your transaction. You need to make this payment to the network when submitting your transaction, and Chisel does not take any portion of this fee. It is possible that you will lose this fee if your transaction fails for any reason. Neither Chisel nor the network will refund any portion of such fees.

B. No Refunds

Chisel cannot and does not offer refunds once your ordinal inscription transaction has been broadcast to the Bitcoin network, an automated process that occurs immediately after receiving payment. If the automated process fails or is interrupted and your transaction is never broadcast to the network and Chisel remains in possession of your entire payment amount, you may request a refund by emailing [email protected]. If we can independently verify in our sole determination that we remain in possession of your entire payment amount, we will issue a refund, less network fees, to the original payment address. We do not issue refunds to any other address or for any other reason.

6. Compatible Bitcoin Address and Wallet

Ordinal inscriptions are a new technology and only compatible with certain specialized Bitcoin addresses and wallet software. It is your responsibility to research a compatible address format and wallet that is supported for this purpose. It is possible there may be no publicly available software offerings to view, manage, and transfer your ordinal inscription. After creating your ordinal inscription, Chisel will transfer the inscribed satoshi's UTXO to the address you used to pay for the transaction, or to the "Ordinal recipient address" if one is provided when using the Portal. If you pay with or provide an incompatible address, if you do not have access to compatible wallet software, or if you lose access to the address's private key, it is highly likely that you will never be able to trade or transfer this UTXO containing your ordinal inscription. Chisel does not guarantee your ability to trade or transfer your UTXO once it is transferred to you.

7. Representations and Warranties

You represent and warrant that you will comply with all applicable laws, statutes, ordinances and regulations, including federal, state, local and other laws when using the Service. Without limiting the foregoing, by using the Service, you represent and warrant that: (a) 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; (b) you have not been identified as a Specially Designated National (as that term is defined by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties; (c ) you have all necessary right, title, and interest in and to the Inscription Material, including all copyright, trademark or other intellectual property rights and licenses, to use the Inscription Material in connection with the Services; (d) your Inscription Material does not violate any laws, regulations, statutes or ordinances or infringe or misappropriate any intellectual property rights of any third party; and (e) you have not entered into any agreement inconsistent with these Terms or the Service or have not otherwise granted to any third party any rights inconsistent with these Terms or the Service. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.

8. User Restrictions

You are solely responsible for your conduct and content while accessing or using the Service. Without limiting any other restrictions in these Terms, you also agree that you will not:

  • violate any right, license, law, regulation, contract, intellectual property, or other third-party right;
  • pose as another person or entity;
  • engage or attempt to engage in any behavior or activity that interferes with, disrupts, damages, disables, overburdens, or impairs (either intentionally or unintentionally) the functioning of the Service in any manner, including by using automated tooling to submit multiple inscription orders or by executing a DoS attack on the Service;
  • transmit or otherwise make available in connection with the Service any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
  • bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Chisel;
  • use any data mining, 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;
  • gain or attempt to gain unauthorized access to the code underlying the Tool or Service;
  • sell or resell the Service or attempt to circumvent any Chisel fee systems;
  • use the Service or data collected from our Service for any advertising or direct marketing activity (including email marketing, SMS marketing, and telemarketing);
  • use the Service for or in connection with money laundering, terrorist financing, other illicit finance, fraud, or other deceptive, misleading or manipulative activity;
  • use the Service from a country sanctioned by the government of the United States or to facilitate transactions involving individuals sanctioned by the government of the United States or located in sanctioned countries;
  • use the Service to carry out any financial activities subject to registration or licensing, including creating, selling, or buying securities, commodities, options, or debt instruments;
  • use the Service to create inscriptions on Bitcoin in connection with participating in an ICO or any securities offering, or that are redeemable for or act as securities, commodities, or other financial instruments;
  • create, use, upload or display any Inscription Material in connection with the Service that:
    • contains or promotes sexually explicit, lewd and/or pornographic materials, or depictions of violent or sexual acts;
    • promotes violence, hate, discrimination based on race, color, ancestry, national origin, religion, caste, creed, age, nationality, disability (mental and physical), sex, gender, sexual orientation, gender identity, gender expression, medical condition, genetic information, marital status, military or veteran status;
    • is libelous, defamatory, knowingly false or misrepresents another person;
    • harasses, threatens, abuses or insults any other person;
    • is unlawful or facilitates the violation of any applicable law, regulation or governmental policy or promotes illegal activities, including content that may involve child sexual exploitation;
    • infringes upon any intellectual property right of any third party, including any copyright, trademark, trade name, trade secret or patent of such third party(ies);
    • offers or disseminates any fraudulent goods, services, schemes or promotions, including any make-money-fast schemes, chain letters or pyramid (ponzi) schemes;
    • violates the privacy, publicity, moral or any other right of any third party; or
    • promotes suicide or self-harm, incites hate or violence against others, or doxes another individual.
  • use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, or encouraging or promoting any activity that violates any law or regulation or these Terms; or
  • use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit (i) other users from fully enjoying the Service or (ii) Chisel from providing the Service to users.

9. Third-Party Providers and Hyperlinks

A. Chisel Third-Party Service Providers

You acknowledge that we may have contracts with and materially rely upon third party suppliers, licensors, developers, application and data hosting providers, wireless network services, and other service providers to provide the Site's functionality and the Service ("Third Party Providers"). For example, all user data and user content are stored at computer data centers operated and maintained by Third Party Providers. We disclaim all liability in connection with such Third Party Providers, including for any act or failure to act on the part of such Third Party Providers. If we are unable to maintain a good relationship with such Third Party Providers, if the terms and conditions or pricing of such Third Party Providers change, if we violate or cannot comply with the terms and conditions of such Third Party Providers, or if any of such Third Party Providers loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service may suffer.

The Service may also contain links or functionality to access or use third-party websites and applications, or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties. Any third party links provided in the Site are provided solely for your convenience. We do not review, endorse nor make any representations about such sites, and your use of these sites is at your own risk. You agree that we will not be responsible or liable under any circumstances or theories, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with your use or reliance on these third party sites.

10. Intellectual Property Rights

A. Ownership of the Service

The Service and its entire contents, features, and functionality, including the "look and feel" of the Service, data files, graphics, text, photographs, drawings, logos, images, sounds, music, video or audio files, are protected by copyright owned or licensed by us and our logo and all other logos used in connection with the Service are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including the exclusive right to create derivative works. You may not use any metatags or other "hidden text" utilizing "Chisel" or any other name, trademark, service mark, or product or service name of Chisel or our affiliates or licensors without our prior written permission. You shall have no rights or interests therein except as expressly set forth in these Terms. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Site or the information provided therein.

B. License to Access and Use Our Service and Content

Subject to your compliance with these Terms, you are hereby granted a limited, revocable, nonexclusive, non-transferable, non-sublicensable, and personal license to access and use the Service. We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and from time to time and without liability as a result.

C. Feedback

Any information, material, or idea you submit through the Service will be considered non-confidential and non-proprietary. You acknowledge and expressly agree that any contribution of feedback, comments, and suggestions for improvements to the Service ("Feedback") does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that Chisel may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Chisel any and all right, title, and interest (including any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

11. ASSUMPTION OF RISKS AND ADDITIONAL DISCLAIMERS

A. Assumption of Risks

You assume all risks and liabilities in connection with your use of the Service. Without limiting the foregoing or anything else in these Terms, you expressly accept and acknowledge that:

  • The value of an ordinal inscription is subjective and speculative. The volatility and fluctuations in the price of Bitcoin and ordinals can also materially and adversely affect the prices of your ordinal inscription. You fully understand and accept that you may lose money including all the money you invested in such ordinal and ordinal inscription.
  • A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential value of your ordinal inscriptions on Bitcoin.
  • The regulatory regime governing blockchain technologies, Bitcoin and other cryptocurrencies, non-fungible tokens, ordinal inscriptions, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect this Service and the utility and value of ordinal inscriptions on Bitcoin.
  • You are solely responsible for determining what, if any, taxes apply to your transactions. Chisel is not responsible for determining the taxes that apply to your ordinal inscription.
  • We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, as blockchain transactions are irreversible, Chisel has no ability to reverse any transactions on the blockchain.
  • There are risks associated with using Internet and blockchain-based products, including the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your cryptocurrency. You accept and acknowledge that Chisel will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Service or any blockchain network, however caused.
  • In addition to the many risks of Bitcoin and the blockchain, there are many additional risks associated with this Service and the process of creating ordinal inscriptions on Bitcoin, including the risks that (i) you may lose the special satoshi that you are bringing to the Service to be inscribed or lose the parent inscription to all of the "children" that you are inscribing, (ii) the wrong Inscription Material is inscribed, (iii) the satoshi becomes non-transferable, (iv) the ordinal inscription does not enhance the value of the bitcoin and may even decrease its value, (v) inscription is performed on the wrong satoshi, (vi) the Service is processing a mistyped address, (vii) server failure, (viii) errors by user or Chisel (including bugs and other software errors), (ix) the Services are hacked and a bad actor steals the user's bitcoin, (x) the Service takes much longer to complete than you anticipate. *You bear sole responsibility for the correct and safe storage of your inscription, including understanding what type of specialized wallet may be required.

B. ADDITIONAL DISCLAIMERS

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND CHISEL (AND ALL OTHER CHISEL PARTIES (DEFINED IN SECTION 12 HEREOF)) EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CHISEL (AND ITS THIRD PARTY PROVIDERS) MAKE NO REPRESENTATION OR WARRANTY AND DISCLAIM ALL RESPONSIBILITY, INCLUDING FOR WHETHER THE SERVICE WILL: (A) MEET YOUR REQUIREMENTS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) BE COMPATIBLE WITH ANY EQUIPMENT, PROGRAMS, SERVICES OR OTHER TECHNOLOGY; OR (C) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. YOU EXPRESSLY ACKNOWLEDGE AND ACCEPT ALL RISK THAT THE SERVICE MAY CONTAIN BUGS, ERRORS OR OTHER SOFTWARE ISSUES THAT MAY MATERIALLY AFFECT ITS PERFORMANCE, ACCURACY, SECURITY AND FUNCTIONALITY.

CHISEL 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 CHISEL ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, CHISEL CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR OUR THIRD PARTY PROVIDERS' SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY INSCRIPTION MATERIAL THAT YOU UPLOAD TO THE SERVICE OR ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM CHISEL OR ANY OF THE OTHER CHISEL PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

THE CREATION OF ANY ORDINAL INSCRIPTION IS YOUR SOLE RESPONSIBILITY, AND YOU NEED TO ENSURE THAT YOU ARE DEFINING AND DEPLOYING THE ORDINAL INSCRIPTION CORRECTLY. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY INSTRUCTIONS OR INFORMATION IN CONNECTION WITH THE TOOL OR THE SERVICE, INCLUDING WITH RESPECT TO ACCURACY OR COMPLETENESS.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE TOOL OR THE SERVICE, ANY ORDINAL INSCRIPTIONS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH ORDINAL INSCRIPTIONS, INCLUDING FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING THE INTRODUCTION OF VIRUSES, HACKING, PHISHING, SPEAR PHISHING, SIM-JACKING, BRUTE FORCING, OR OTHER MEANS OF ATTACK AGAINST THE SERVICE, FRAUD OR THEFT OF BITCOIN, INCLUDING ORDINALS THAT MAY BE PERCEIVED AS MORE UNUSUAL OR VALUABLE; (E) LACK OF A MARKET OR INABILITY TO SELL THE ORDINAL INSCRIPTION FOR THE PRICE YOU WANT; (F) ANY PROBLEMS WITH THE INSCRIPTION MATERIAL THAT YOU INSCRIBE ON A SATOSHI USING THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE CORRECT INSCRIPTION MATERIAL IS BEING INSCRIBED, AND, IF APPLICABLE, YOU ARE ALSO SOLELY RESPONSIBLE FOR ENSURING THAT THE SPECIFIC ORDINAL YOU WANT IS BEING INSCRIBED. ONCE YOUR ORDINAL INSCRIPTION IS DEPLOYED, IT CANNOT BE RETRIEVED FOR CORRECTION AND WILL REMAIN FOREVER ACCESSIBLE AND UNCHANGEABLE ON THE BLOCKCHAIN. IF YOU BRING ANY SATOSHI OR PARENT INSCRIPTION TO THE SERVICE AND THE SERVICE FAILS FOR ANY REASON RESULTING IN THAT SATOSHI OR PARENT INSCRIPTION BECOMING UNAVAILABLE, CHISEL WILL NOT BE HELD RESPONSIBLE OR LIABLE. IN SUCH SITUATION, CHISEL SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR RETURNING THE SATOSHI OR INSCRIPTION TO YOU OR COMPENSATING YOU ANY AMOUNT.

CHISEL IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF ANY SERVERS OR SOFTWARE, ANY OTHER FEATURES OF THE ORDINAL INSCRIPTIONS, AND/OR BLOCKCHAINS, INCLUDING LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ORDINAL INSCRIPTIONS, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES RESULTING IN LOSSES OR INJURY.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD CHISEL OR ANY OF THE OTHER CHISEL PARTIES RESPONSIBLE FOR ANY BREACH OF SECURITY. YOU ALSO ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME THE SERVICE MAY BE INACCESSIBLE, UNRELIABLE OR INOPERABLE FOR ANY REASON, INCLUDING: (i) SOFTWARE OR EQUIPMENT MALFUNCTIONS, (ii) PERIODIC MAINTENANCE PROCEDURES OR REPAIRS; AND/OR (iii) OTHER CAUSES BEYOND OUR CONTROL. IN ADDITION, BECAUSE THE SERVICE IS ACCESSED VIA THE INTERNET OR MOBILE CARRIER, YOU MAY HAVE CONNECTION ISSUES DUE SOLELY TO YOUR OWN INTERNET OR TELECOMMUNICATIONS SERVICE PROVIDER OR OTHER TECHNOLOGICAL ACCESS REQUIREMENTS. WE ARE IN NO WAY RESPONSIBLE FOR ANY DAMAGES OR LOSS IN CONNECTION WITH THIRD-PARTY ACCESS ISSUES (E.G., PROBLEMS WITH YOUR ISP).

12. Indemnification

By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Chisel, its affiliates, licensors, and Third Party Providers, and its and their respective officers, directors, members, employees, contractors, agents, licensors, suppliers, successors, and assigns (individually and collectively, the "Chisel Parties"), from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) ("Claims") arising out of, relating to or in connection with (a) your use or misuse of the Service, content, any ordinal inscription, or content linked to or associated with any ordinal inscriptions, (b) your submissions to the Service, (c) your violation or breach of any term of these Terms or applicable law, (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or willful misconduct. You agree to promptly notify Chisel of any Claims and cooperate with the Chisel Parties in defending such Claims. You further agree that the Chisel Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN AN AGREEMENT BETWEEN YOU AND CHISEL.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL CHISEL (OR ANY OF THE OTHER CHISEL PARTIES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (A) ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM, RELATED TO OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, TOOL, OR THIRD-PARTY SITES AND PRODUCTS, INCLUDING FOR ANY DAMAGES RELATED TO LOSS OF OPPORTUNITY, 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 STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF CHISEL OR ANY OTHER CHISEL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES; AND/OR (B) ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER ARISING FROM, RELATED TO OR IN CONNECTION WITH THESE TERMS, THE SERVICE, TOOL, OR ANY THIRD-PARTY SITES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF CHISEL AND THE CHISEL PARTIES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THESE TERMS, THE SERVICE, TOOL, AND ANY ORDINAL INSCRIPTION EXCEED THE GREATER OF (A) US$100 OR (B) THE AMOUNT RECEIVED BY CHISEL FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Any claims arising in connection with your use of the Site or any information thereon must be brought within one (1) year after the cause of action first arises; otherwise, such cause of action or claim is permanently barred. Remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms. If you are dissatisfied with the Service, your sole and exclusive remedy shall be to discontinue use of the Service.

14. Termination

If you breach any of the provisions of these Terms, all licenses granted by Chisel will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, block and/or terminate your ability to access or use the Service (or any part of the foregoing) 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.

15. Dispute Resolution and Arbitration

A. Overview

You agree that any dispute, controversy, or claim relating in any way to these Terms, your access or use of the Service or to any aspect of your relationship with Chisel, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that: (1) you or Chisel may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis, and (2) you or Chisel may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.

B. Dispute Resolution Process

You and Chisel both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to Chisel via email to [email protected].

Both parties agree to meet and confer personally, by telephone, or by videoconference ("Conference") to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if Chisel is represented by counsel, its counsel may participate in the Conference as well, but Chisel agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this Section. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.

C. Arbitration, Arbitration Rules and Forum

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration provision. The disputes and claims subject to arbitration will be resolved by a single arbitrator mutually agreed upon by you and Chisel. The arbitrator shall be bound by and shall strictly enforce these Terms and any other applicable agreement between us, and may not limit, expand, or otherwise modify any such terms. The arbitrator may award any relief that a court of law could, applying the limitations of liability contained in these Terms. The arbitrator may award injunctive relief if permitted by law, but the injunctive relief awarded by the arbitrator may not extend beyond our dealings with one another. Any arbitration will be held in San Francisco, CA, unless otherwise agreed upon by you and Chisel in writing. You and Chisel will each bear its own respective expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator shall award costs and fees to the prevailing party if it is determined that the other party submitted a claim with no reasonable basis or filed any claim in bad faith.

D. Authority of Arbitrator

The arbitrator shall have exclusive authority to: (a) determine the scope and enforceability of this arbitration provision, and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this arbitration provision including, but not limited to, any claim that all or any part of this arbitration provision is void or voidable. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms. 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 subject to the limitation of liability set forth in these Terms. The award of the arbitrator is final and binding upon you and us. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

E. Waiver of Jury Trial

YOU AND CHISEL 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 Chisel are instead electing that all claims and disputes shall be resolved by arbitration as set forth herein. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

F. Waiver of Class Actions and Class Arbitrations

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION PROVISION MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in these Terms, an arbitrator shall not combine or consolidate more than one party's claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Chisel agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection's limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in San Francisco, CA. All other claims shall be arbitrated.

16. Governing Law and Venue

These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law rules or principles of the State of State of Delaware.

Any dispute between the parties that is not subject to arbitration as set forth in Section 15 above or cannot be heard in small claims court, shall be resolved in the state or federal courts sitting San Francisco, CA.

17. Injunctive Relief

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

18. Miscellaneous

A. Interpretation and Severability

These Terms constitute the entire agreement between you and Chisel relating to your access to and use of the Service and supersedes all prior agreements with respect to the content of these Terms. The section headings used herein are for reference only and shall not be read to have any legal effect. The term "including" shall mean "including without limitation."

Should any provision of these Terms be held invalid or unenforceable, such invalidity will not invalidate the whole of these Terms, but rather that invalid provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these Terms will remain in full force and effect.

B. No Waiver

Any failure on the part of a party to these Terms to insist upon strict enforcement of any provision(s) of these Terms shall not be construed as a waiver of any provision or right. And Chisel's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

C. Survival

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Chisel or you. Termination will not limit any of Chisel's other rights or remedies at law or in equity. Without limiting the foregoing, the following provisions will survive the termination of your relationship with Chisel and your use of the Service: 5(B) No Refunds; 6 (Compatible Bitcoin Address and Wallet); 10(A) (Intellectual Property Rights - Ownership of the Service); 10(C) (Intellectual Property Rights - Feedback); 11 (Assumption of Risks and Additional Disclaimers); 12 (Indemnification); 13 (Limitation of Liability); 14 (Termination); 15 (Dispute Resolution and Arbitration); 16 (Governing Law and Venue); 17 (Injunctive Relief); and 18 (Miscellaneous).

D. No Transfer or Assignment by You

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Chisel.

E. No Third Party Beneficiaries

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.