Factor Labs Inc.

Background

Welcome to https://app.factor.fi/, a website-hosted user interface (the "Interface" or "App") provided by Factor Labs Inc. (“Company”, “Factor Labs”, "we", "our", or "us"). The Interface provides access to a decentralized protocol on the Arbitrum Blockchain which allows users to build and deploy their own non-custodial DeFi vaults and may provide future access to the protocol via blockchains in addition to the aforementioned, which allows users to create tokenized baskets of assets, borrow, lend or trade certain digital assets and asset derivatives through interaction with the Factor Protocol smart contract infrastructure and web interface (“Factor”, “Factor Protocol”, or simply the “Protocol”). The Interface is one, but not the exclusive, means of accessing the Protocol. To use the Protocol, you must use non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet is governed by the applicable terms of service of that third party, not this Terms of Service Agreement (the “Agreement”). The Factor Protocol will be operated by a purely decentralised autonomous organisation governed by $FCTR token holders, pursuant to a delineated governance structure (the “Factor DAO”, or the “Organisation”); providing oversight, maintenance and upgrade of the Protocol through the mechanisms of decentralised governance which may include but is not limited to, and pending governance approval, creation of action groups with specific technical knowledge to handle system parameters and creation of other action groups to facilitate other functions and aspects of the Protocol. Such functions of decentralised governance will continue to govern all other facets of the Protocol and Organisation on a continuing basis and democratized governance will be unlimited in scope in relation to all functions related to the Protocol and Organisation. This Terms of Service Agreement (the "Agreement") explains the terms and conditions by which you may access and use the Interface. You must read this Agreement carefully. By accessing or using the Interface, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Interface and should not use the Interface.

NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF THE INTERFACE. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACT YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED. THE INTERFACE IS ONLY AVAILABLE TO YOU - AND YOU SHOULD ONLY ACCESS THE INTERFACE - IF YOU AGREE COMPLETELY WITH THESE TERMS. BY CONNECTING YOUR WALLET AND UTILIZING THE FACTOR PROTOCOL, YOU AGREE TO ACCEPT ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.

Modification of this Agreement

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any modifications, we will notify you by reuploading a current version of the Agreement at: Agreement. All modifications will be effective when they are posted, and your continued accessing or use of the Interface will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Interface.

Eligibility

To access or use the Interface, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g. eighteen years old) and have the full right, power, capacity and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface.

Our Interface is NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in the United States of America or any Prohibited Localities, as defined below (any such person or entity, a “Restricted Person”). We do not make exceptions. If you are a restricted person, then do not attempt to access or use the Interface. Use of a virtual private network (e.g. a VPN) or other means by Restricted Persons to access or use the Interface is strictly prohibited.

General

You may not use the Interface if you are otherwise barred from using the Interface under applicable law.

Legality

You are solely responsible for adhering to all laws and regulations applicable to you and your use or access to the Interface. Your use of the Interface is not prohibited by and will not otherwise violate or facilitate the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. Such requirement of legal adherence includes but is not limited to your sole responsibility for reporting and paying any taxes applicable to your use of the Interface.

By using or accessing the Interface, you represent to us that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or excluded or denied persons, including but not limited to the lists maintained by the United Nations Security Council, the European Union or its Member States, or any other relevant government authority.

We make no representations or warranties that the information, products, or services provided through our Interface are appropriate for access or use in other jurisdictions and as such you make representations that your access of the Interface within your respective jurisdiction is lawful and that you have taken reasonable steps to ascertain the appropriate limitations and general restrictions, if any, as pertains to your respective jurisdiction. You are not permitted to access or use our Interface in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Interface to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion.

Prohibited Localities

We do not interact with digital wallets located in, established in, or a resident of Panama, Myanmar (Burma), Cote D'Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe, the Russian Federation or any other state, country or region that is subject to sanctions enforced by the United States, the United Kingdom or the European Union.

You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition.

Non-Circumvention

You agree not to access the Interface using any technology for the purposes of circumventing these Terms.

Access to the Interface

We reserve the right to disable access to the Interface at any time in the event of any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any reason.

Open Source Code

The Interface is distinct from the Protocol and itself has two versions, both of which are operational and constitute separate software offerings. However, both versions of the Factor Protocol can be accessible under the same Factor interface. Both versions are made up of free, public, open-source or source-available software including a set of smart contracts that are deployed on the Arbitrum Blockchain and which may be deployed on various other blockchains as determined appropriate.

The Protocol is composed from an open-source, community-contributed repository and may be subject to certain business licenses from time to time which you are aware of and which may impose significant restrictions on any attempts to fork, whether in whole or in part, the Protocol, within the parameters of the license. You understand and acknowledge that an attempt to subvert, avoid or any other such act which diminish such licenses as they appear from time-to-time within the open source documentation may be remedied via an injunction against you or further addressed via any other method permitted by law.

You will retain ownership of all intellectual property and other rights in any information and materials you submit through the Interface. However, by uploading such information or materials, you grant us a worldwide, royalty-free and irrevocable license to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations subject to the Factor Labs Privacy Policy.

You may choose to submit comments, bug reports, ideas or other feedback about the Interface, including, without limitation, about how to improve the Interface (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a nonconfidential basis or otherwise). If necessary under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

If (i) you satisfy all of the eligibility requirements set forth in the Terms, and (ii) your access to and use of the Interface complies with the Terms, you hereby are granted a single, personal, limited license to access and use the Interface. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause in our sole discretion. Use of the Interface for any purpose not expressly permitted by the Terms is strictly prohibited. Unlike the Interface, the Protocol is composed entirely of open-source software running on the public Arbitrum Blockchain and other blockchains and is not our proprietary property, subject to varying licenses, if any, that may exist corresponding to the open source documentation, code or repository enforced and placed by us. Pursuant to the foregoing and notwithstanding the open-source nature of the Protocol, we reserve the right to apply licensing to the software as appropriate from time-to-time in our sole and absolute discretion. If you have contributed to the open source Protocol, whether in a trivial or significant fashion, you consent to any and all relicensing of the project. The Protocol may also run on the other blockchains to which the same clause applies.

It is important to understand that neither Factor Labs Inc nor any affiliated entity nor the Organisation is a party to any transaction on the blockchain networks underlying Factor; we do not have possession, custody or control over any cryptoassets appearing on Factor, and we do not have possession, custody, or control over any user’s funds. You understand that when you interact with any Protocol smart contracts, you retain control over your cryptoassets at all times. The private key associated with the wallet address from which you transfer cryptoassets or the private key associated is the only private key that can control the cryptoassets you transfer into the smart contracts. You alone are responsible for securing your private keys. We do not have access to your private keys. Due to the non-custodial and decentralized nature of the technology, we are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using our services. You acknowledge that we, for the avoidance of doubt, do not have any information regarding any users, users’ identities, or services beyond what is available or obtainable publicly via the blockchain. We are not responsible for any activities you engage in when using services, and you should understand the risks associated with cryptoassets, blockchain technology generally, and the Factor Protocol.

Additional Rights

We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Interface; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Interface; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

Privacy

When you use the Interface, the only information we collect from you is your blockchain wallet address, completed transaction hashes, and the token names, symbols, or other blockchain identifiers of the tokens that you swap. We do not collect any personal information from you (e.g., your name or other identifiers that can be linked to you). We do, however, use third-party service providers, like Infura, Cloudflare, and Google Analytics, which may receive or independently obtain your personal information from publicly-available sources. We do not control how these third parties handle your data and you should review their privacy policies to understand how they collect, use, and share your personal information. In particular, please visit to learn more about how Google uses data. By accessing and using the Interface, you understand and consent to our data practices and our service providers' treatment of your information.

We use the information we collect to detect, prevent, and mitigate financial crime and other illicit or harmful activities on the Interface. For these purposes, we may share the information we collect with blockchain analytics providers or legal authorities as appropriate. We share information with these service providers only so that they can help us promote the safety, security, and integrity of the Interface and continuing compliance of the Platform. We do not retain the information we collect any longer than necessary for these purposes.

Please note that when you use the Interface, you are interacting with the Arbitrum blockchain, and may be interacting with additional blockchains in future iterations, which provides transparency into your transactions. Factor Labs Inc. does not control and is not responsible for any information you make public on the Arbitrum blockchain nor any other applicable blockchain by taking actions through the Interface.

Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:

- Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

- Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.

- Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

- Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as “rug pulls”, pumping and dumping and wash trading.

- Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives.

- Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of your jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by your jurisdiction with specific regards to use of the App for money laundering activities or terrorist financing or use of illicit funds from proceeds from any hack or otherwise.

OFAC and Sanctioned Entity and Digital Asset Addresses Prohibition.

Without limiting the generality in the aforementioned “Legalities” and “Prohibited Localities” sections, you agree that you shall not engage with the Interface, the Factor Protocol or any ancillary Organisation product in any manner whatsoever if you are a sanctioned entity on the U.S. Office of Foreign Asset Control (“OFAC”) sanctions list, own a digital asset address under the OFAC list, or have engaged with any entity or digital asset address on that list, directly or indirectly, in the receipt and/or transmission of any tokens whatsoever. This list includes but is not limited to any of the following addresses listed below and addresses which you know have interacted with the following prohibited addresses since August 8th, 2022 (the “Initialization of Sanction”). Such digital asset addresses are identified by OFAC as the prohibited Tornado Cash (a.k.a. Tornado Cash Classic; a.k.a. Tornado Cash Nova) addresses. A non-exhaustive list can be found below, which as prior mentioned, includes any digital asset addresses which have interacted with the following explicitly sanctioned digital asset addresses since the Initialization of Sanction.

0x8589427373D6D84E98730D7795D8f6f8731FDA16
0x722122dF12D4e14e13Ac3b6895a86e84145b6967
0xDD4c48C0B24039969fC16D1cdF626eaB821d3384
0xd90e2f925DA726b50C4Ed8D0Fb90Ad053324F31b
0xd96f2B1c14Db8458374d9Aca76E26c3D18364307
0x4736dCf1b7A3d580672CcE6E7c65cd5cc9cFBa9D
0xD4B88Df4D29F5CedD6857912842cff3b20C8Cfa3
0x910Cbd523D972eb0a6f4cAe4618aD62622b39DbF
0xA160cdAB225685dA1d56aa342Ad8841c3b53f291
0xFD8610d20aA15b7B2E3Be39B396a1bC3516c7144
0xF60dD140cFf0706bAE9Cd734Ac3ae76AD9eBC32A
0x22aaA7720ddd5388A3c0A3333430953C68f1849b
0xBA214C1c1928a32Bffe790263E38B4Af9bFCD659
0xb1C8094B234DcE6e03f10a5b673c1d8C69739A00
0x527653eA119F3E6a1F5BD18fbF4714081D7B31ce
0x58E8dCC13BE9780fC42E8723D8EaD4CF46943dF2
0xD691F27f38B395864Ea86CfC7253969B409c362d
0xaEaaC358560e11f52454D997AAFF2c5731B6f8a6
0x1356c899D8C9467C7f71C195612F8A395aBf2f0a
0xA60C772958a3eD56c1F15dD055bA37AC8e523a0D
0x169AD27A470D064DEDE56a2D3ff727986b15D52B
0x0836222F2B2B24A3F36f98668Ed8F0B38D1a872f
0xF67721A2D8F736E75a49FdD7FAd2e31D8676542a
0x9AD122c22B14202B4490eDAf288FDb3C7cb3ff5E
0x905b63Fff465B9fFBF41DeA908CEb12478ec7601
0x07687e702b410Fa43f4cB4Af7FA097918ffD2730
0x94A1B5CdB22c43faab4AbEb5c74999895464Ddaf
0xb541fc07bC7619fD4062A54d96268525cBC6FfEF
0x12D66f87A04A9E220743712cE6d9bB1B5616B8Fc
0x47CE0C6eD5B0Ce3d3A51fdb1C52DC66a7c3c2936
0x23773E65ed146A459791799d01336DB287f25334
0xD21be7248e0197Ee08E0c20D4a96DEBdaC3D20Af
0x610B717796ad172B316836AC95a2ffad065CeaB4
0x178169B423a011fff22B9e3F3abeA13414dDD0F1
0xbB93e510BbCD0B7beb5A853875f9eC60275CF498
0x2717c5e28cf931547B621a5dddb772Ab6A35B701
0x03893a7c7463AE47D46bc7f091665f1893656003
0xCa0840578f57fE71599D29375e16783424023357
0x58E8dCC13BE9780fC42E8723D8EaD4CF46943dF2
0x8589427373D6D84E98730D7795D8f6f8731FDA16
0x722122dF12D4e14e13Ac3b6895a86e84145b6967
0xDD4c48C0B24039969fC16D1cdF626eaB821d3384
0xd90e2f925DA726b50C4Ed8D0Fb90Ad053324F31b
0xd96f2B1c14Db8458374d9Aca76E26c3D18364307

You agree that you are solely responsible for ensuring that your address used for the interaction with the Factor Protocol does not fall within the list above. You are also responsible to keep up to date as to when and if OFAC adds newly sanctioned digital asset addresses and to ensure that your address does not fall within the updated list. This can be done via a search at Specially Designated Nationals And Blocked Persons List (SDN) Human Readable Lists | U.S. Department of the Treasury.

Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity and are not registered with any other national financial derivatives or securities or other financial regulatory bodies. You understand and acknowledge that we do not broker trading orders on your behalf nor do we collect or earn fees from your trades, swaps, redemptions, lending or borrowing on the Protocol. We also do not facilitate the execution or settlement of your trades, swaps, redemptions, lending or borrowing which occur entirely on the public distributed Arbitrum blockchain and which may occur on other distributed ledgers in future iterations and editions. The pricing information provided through the Interface does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with the Interface. Additionally, The Interface does not act as an agent for any of the users. Such trading functions are facilitated solely via smart contract in a decentralised manner and with no engagement, facilitation or assistance from the Organisation, or any other associated party.

Non-Solicitation; No Investment Advice

You agree and understand that all trades, swaps, redemptions, deposits, withdrawals, lending or borrowing you submit through the Interface are considered unsolicited, which means that you have not received any investment advice from us in connection with any trades, swaps, redemptions, deposits, withdrawals, lending or borrowing, and that we do not conduct a suitability review of any trades, swaps, redemptions, deposits, withdrawals, lending or borrowing you submit.

All information provided by the Interface is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information contained in the Interface. We do not make any investment recommendations to you or opine on the merits of any investment transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance and as appropriate, before taking any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

No Warranties

The Interface is provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface. The foregoing disclaimers apply similarly to any statements made about the Protocol.

Non-Custodial and No Fiduciary Duties

The Interface is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Assumption of Risk

By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, including the functionality, usage, storage, transmission mechanisms, and intricacies associated with cryptographic tokens, token storage facilities (including wallets), blockchain technology, and blockchain-based software systems; and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH) and other digital tokens and such as those following the Ethereum Token Standard (ERC-20), other digital token derivatives and complex financial derivative mechanisms and any other mechanisms pertaining to Web 3.0 applications, which encompasses the use of web interfaces to interact with blockchain based applications. In particular, you understand that blockchain-based transactions are irreversible and that Web 3.0 applications have intrinsic and unique risks and such are understood, appreciated and assumed by you.

You further understand that the markets for digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. The use of leverage may greatly increase the level of associated risk and you are of sufficient sophistication to assume any and all risks in using the platform for leveraging activities. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Arbitrum and other distributed ledgers systems are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol through the Interface, you may suffer loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool, depegging of assets, issues with withdrawals and deposits, cascading liquidation events or general liquidation, and experience significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade, swap, lend, redeem or borrow those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol.

Compliance Obligations

The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

Compliance Obligations

You expressly agree that you assume all risks in connection with your access and use of the Interface and your interaction with the Protocol. You further expressly waive and release the Organisation, Organisation members and participants and any other Organisation associated parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface and your interaction with the Protocol. Notwithstanding any statutory provision applicable to your jurisdiction applying to loans taken from unidentified third parties and associated benefits and protections stemming from such statutory provisions, you agree to waive any and all benefits and protections to the fullest extent of the law of those provisions, in light of the status of the platform as decentralized and peer-to-peer and in light of the intrinsic anonymity principles of the blockchain.

Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Interface; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Interface with your assistance or using any device or account that you own or control.

Limitation of Liability

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface or the information contained within it. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Interface, or USD$100.00, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

Dispute Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to info@factor.fi so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within eighty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

Class Action and Jury Trial Waiver

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.

Any dispute arising out of or in connection with this Agreement (“Dispute”), including questions regarding its existence, validity, or termination, or any other dispute arising out of the use of the Interface shall initially be negotiated between the Parties in good faith a remedy to the specified breach and subsequently through a process of mediation, with the dispute being referred to a mediator nominated by the Company. In the event that the Parties have not resolved the Dispute, either through good faith negotiations or through mediation in accordance with the aforementioned, within a period of 1 year from the date of the arising of the dispute (or such longer period as may be agreed between the Parties), then the Dispute will be referred to, and finally resolved by, arbitration in accordance with the Panama Inter-American Convention on International Commercial Arbitration Rules. The arbitral tribunal shall consist of one (1) arbitrator, such arbitrator to be nominated by the Company. The language of the arbitration shall be English. The place of the arbitration shall be Panama City, Panama. The arbitration shall be governed by the laws of Panama.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in Panama, and You unconditionally submit to the exclusive jurisdiction of the courts of Panama. Non-contractual obligations, (if any) arising out of or in connection with this Agreement (including its formation) shall also be governed by the laws of Panama.

Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof and in addition to the (1) Factor Labs Disclaimer; (2) Factor Labs Privacy Policy; and (3) Factor Labs Referral Program Terms and Conditions sets out all terms of the relationship. For the avoidance of doubt, this includes rights due, rights waived, obligations owed and obligations waived between you and us. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.