Terms of Use | Galler NFT Marketplace

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Galler Terms of Use

Last updated: 6 February 2022

INTRODUCTION
1. Galler NFT Limited (also referred to herein as “Galler”, “we”, “us”, or “our”, as applicable) is a corporation incorporated under the laws of Seychelles, with the mission to create the largest global marketplace for NFTs worldwide.
2. These Terms of Use (the “Terms”) is a contract between you and Galler that governs your use and access to our services, including our website galler.io (the “Website”), our APIs, our mobile application, and any other software, program, tools, features, or functionalities provided on or in connection with our products, features and services, including without limitation our services to view, explore, buy, sell (including by way of auction), create, modify and exchange NFTs on a peer-to-peer basis on our platform (collectively, the “Services”). For purposes of these Terms, “you,” “User” or “your” means you as the user of the Services. If you use the Services on behalf of a company, organization or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
3. Galler is not a wallet provider, exchange, broker, financial institution, or creditor. We facilitate transactions between a buyer and a seller of an NFT, but we are not a party to any agreement between the buyer and the seller. We do not have custody or control over the NFTs you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use the Services, you must use a third party wallet which allows you to engage in transactions on blockchains.
4. BY DOWNLOADING, ACCESSING OR OTHERWISE USING THE SERVICES IN ANY WAY, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THE PROVISIONS OF THE TERMS, WHICH INCLUDE THE PROVISIONS RELATING TO LIMITATION OF LIABILITY, NO WARRANTY, RESOLVING DISPUTES, FORUM, ARBITRATION, AND CLASS ACTION WAIVER.
SELECT DEFINITIONS
1. “Applicable Law” means any and all federal, state, local or foreign laws, legislations, ordinances, treaties, rules, regulations, regulatory guidance, directives, policies, orders, or determinations of (or agreements with), and mandatory written direction from (or agreements with), any Governmental Authority relating to sanctions and export controls, stored value, money transmission, remittance business, unclaimed property, payment processing, telecommunications, unfair or deceptive trade practices or acts, anti-corruption, trade compliance, anti-money laundering, counter-terrorism financing, “know your customer” requirements, data privacy, or data security.
2. “Claim” includes, without limitation, all actions or demands of any kind that you have or may have in the future, causes of action, damages, penalties, losses, legal fees, costs, expenses, obligations, and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown.
3. “NFTs” means non-fungible tokens or similar digital items implemented on blockchain networks, such as Binance Smart Chain or Ethereum Blockchain, which use smart contracts to link to or otherwise be associated with certain content or data.
4. “Government Authority” means any duly authorized federal, national, supranational, state, provincial, local, or other government, governmental, regulatory, or administrative authority, agency, or commission, or any court, tribunal, or judicial or arbitral body, of competent jurisdiction.
POLICIES INCORPORATED BY REFERENCE
1. You also agree to be bound by all policies referenced and incorporated by reference herein, including, but not limited to the following (collectively, the “Policies”):
  1. Privacy Policy;
  2. Community Standards, which sets forth our standards for acceptable use of the Services;
  3. Service Fee Schedule; and
  4. Orderbook Feature Rules.
2. Please carefully read each Policy and the Terms. All references to the Terms hereinafter will mean the Terms and the Policies, taken together, unless expressly stated otherwise. If you do not agree to be bound by the Terms or to comply with our Policies, do not use or access the Services.
3. Revised Terms and Policies. We are constantly improving the Services and periodically we will need to revise or amend the Terms or the Policies to reflect those improvements. Accordingly, we reserve the right at our sole and absolute discretion to amend the Terms, and the Policies, at any time for any reason without liability. The revised version will be effective at the time we publish it on our Website or within the mobile application with the “Last Updated” date provided at the top of the Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. Continuing to access or use the Services will constitute your acceptance of any revised or amended Terms. If you do not agree to any revisions or amendments to the Terms or the Policies, you should stop using the Services.
USER PROFILES AND WALLETS
1. Creating your Profile. In order to use certain parts of the Services, you will need to connect your third party wallet (the “Wallet”) and create a profile (“Profile”). You are solely responsible for any activity on your Wallet or Profile. We are not liable for any acts or omissions by you in connection with your Wallet or Profile. Your Wallet address may only be linked with one Profile.
2. You agree to provide us with accurate, complete and updated information for your Profile. We may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering, or for counteracting financing of terrorism. We may also require you to provide additional information and documents. By using the Services, you hereby represent and warrant that:
  1. You are at least 18 years of age, legally capable of entering into the Terms, and reside in a jurisdiction where the Services are offered;
  2. Your Profile or your Wallet is not being used for illegal money laundering or for any other illegal activity;
  3. You will upon our request provide us with accurate, true and complete information about yourself and you have not concealed or reported false identification information and other details;
  4. You are not using the Services as an agent, proxy or otherwise on behalf of another User and you have sole and complete control, access, and ownership of all keys and passwords to your Account;
  5. Your use of the Services is and will be in full compliance with the Terms and all relevant laws and regulations, and such access, use and activities are not prohibited by any Applicable Laws, and is not for any illegal or immoral purposes;
  6. You have obtained all rights, licenses, consents, permissions, power and/or authority necessary or otherwise to create, sell, buy or exchange the NFTs;
  7. You have and will continue to abide by the law of your country of residence, country of citizenship, and any other relevant law that is applicable to you, including but not limited to reporting any trading activities or profits for taxation purposes;
  8. You have not been suspended, banned or removed from any other platforms similar to our platform for any reason; and
  9. You have not and will not be using the Services from any device, software or system that alters your IP address to be different from your physical location.
3. All transactions initiated through the Services are facilitated and run by third party electronic wallet extensions and by using the Services you agree that you are governed by the terms, agreements, and policies for the applicable extensions.
4. If there is no activity through your Profile for the requisite period as defined by Applicable Law, Galler may delete such dormant Profile and terminate your access to the Services upon written notice. If we receive documentation we deem sufficient to confirm your death or incapacitation, we will freeze your Profile, in accordance with Applicable Law. While your Profile is frozen, no transactions may be completed. If we have reason to believe you may have died or become incapacitated, but we do not have legal proof of your death or incapacitation in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have indeed died or have become incapacitated. Following our confirmation of your death or incapacitation, we require documentation we deem sufficient to confirm another person is a beneficiary or fiduciary of your Profile. This includes, for example, a power of attorney, court order, last will and testament, or similar documentation. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the beneficiary or fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action.
USE OF THE SERVICES
1. A User may carry out a transaction (whether as a buyer or seller) on our platform as follows:
  1. Selling and buying at a fixed price. Creators and/or owners of NFTs can list their NFTs for sale at a fixed price in the requested cryptocurrency depending on the blockchain used. Interested buyers can place an offer on any NFTs. If the owner of the NFTs accepts the offer, the order goes through and the NFT in question changes ownership.
  2. Selling and buying through an auction. Creators and/or owners of NFTs can auction their NFTs by choosing a base price (in the requested cryptocurrency depending on the blockchain used), and start and end date and time to the auction. The highest bidder at the close of the auction receives the auctioned NFTs while all other bidders get their bids back.
  3. Selling and buying through the Orderbook Feature. Creators and/or owners of NFTs can sell their NFTs via the Orderbook Feature rules which can be found at https://help.galler.io/hc/en-us/articles/4413818822937-What-is-the-Order-Book-feature-. You can either buy an NFT at its listing price or you may make an offer for a collection. If you make an offer for a collection, you may cancel your offer at any time before its expiration or before it is accepted. Upon acceptance of your offer, creators and/or owners may choose which NFT to be sold within that collection.
2. All transactions carried out in the manner described in Clauses 5.1.2 and 5.1.3 are final and binding upon the Users in question and cannot be cancelled, refunded, reversed, or changed, even with a fee. By conducting a transaction, you agree to pay the price as set forth in the applicable listing for the NFT, the Service Fees (as defined below), network fees (including gas fees), processing fees, handling charges and all applicable taxes in connection with the transaction. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. You must pay for your purchase via the cryptocurrency as designated by the Services. In certain cases, your transaction may not be successful due to an error with the blockchain or the Wallet. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions.
3. Galler reserves the right in our sole and absolute discretion to amend the manner of transaction in Clause 5.1 at any time without prior notice to you. It is your sole responsibility to check the Terms regularly prior to entering into any transaction on our platform.
4. Wallets. Any transaction performed under your Profile will be associated with the Wallet linked to that Profile. Upon completion of a transaction, the amount of cryptocurrency in question will be transferred from the Wallet of the buyer to the Wallet of the seller.
5. Users’ Wallets are not operated by, maintained by, or affiliated with Galler, and Galler does not have custody or control over the contents of your Wallet and has no ability to retrieve or transfer its contents. We accept no responsibility for, or liability to you, in connection with your use of a Wallet and make no representations or warranties regarding how the Services will operate with any specific wallet. You are solely responsible for keeping your Wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your Wallet, please contact your Wallet provider. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Profile.
6. No Custody of NFTs. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. Any transaction carried out on our platform is between the users in question and not with Galler. We are not party to any agreement between any Users. In certain cases, we may help to evaluate or provide you with information about a seller of a particular NFT. However, such information is provided for informational purposes only. You bear full and sole responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from other Users using the Services and we make no guarantees or promises about the identity, legitimacy, functionality, or authenticity of Users or NFTs (and any content associated with such NFTs) visible on the Services.
7. License Grant. Galler or our licensors own all right, title, and interest in and to the Services and all related technology and intellectual property rights. We hereby grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable, license or right to access and use the Services (including all updates, upgrades, and new versions of the same), and related content, materials, and information, and right to download a single copy of our application onto your applicable equipment or device, for your personal, non-commercial use only in accordance with the Terms. Except as expressly set forth in this clause, you obtain no rights under this Agreement from us, our affiliates, or our licensors to the Services, including any related intellectual property rights.
8. License Restrictions. You are not authorized to use the Services in any manner or for any purpose other than expressly permitted by the Terms. You agree you will not attempt to: (a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, offer for sale, alter, tamper with, repair, or otherwise create any derivative works of any Services, software, any related content, materials, and information, and any other technology made available to you by Galler or our affiliates and licensors, except for temporary files that are automatically cashed by your web browser for display purposes, or as otherwise expressly permitted in these Terms; (b) reverse engineer, disassemble, or decompile the Services, our Website, platform, application, software, or any other technology or apply any other process or procedure to derive the source code of any software included in the Services; (c) resell, rent, lease, use for commercial purposes of any kind, sublicense, or otherwise transfer your rights in the Services and related content, materials, and information to a third party; (d) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; (e) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services or facilitated automated transactions on the Services; (f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same; (g) gain unauthorized access to, interfere with, damage or disrupt the Services, profiles created by other users, or the computer systems or networks connected to the Services; (h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; (i) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; (j) introduce any viruses, Trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; (k) use the Services for illegal, harassing, unethical, or disruptive purposes; (l) violate any applicable law or regulation in connection with your access to or use of the Services; or (m) access or use the Services in any way not expressly permitted by these Terms. You must comply with the implementation and use requirements contained in all Galler documentation accompanying the Services. If you do not comply with Galler’s implementation and use requirements, you will be liable for all resulting damages suffered by you, Galler, and third parties. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by the Terms.
9. Galler’s Intellectual Property Rights. You acknowledge and agree that the contents of the Services, including its text, graphics, images, service marks, trademarks, logos and icons, photographs, editorial content, notices, software, look and feel (including html-based computer programs) and other material used by us for the Services are proprietary to us and our licensors and protected under Applicable Laws including without limitation applicable copyright, trademark, patent and other intellectual property laws. As such, you will not gain any ownership or other right, title or interest in or to them by reason of the Terms or otherwise. Our name, logo and all related names, logos, product and service names, designs and slogans are trademarks of Galler or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Galler, and we 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 us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
10. Rights Acquired via a Purchase of NFTs. Unless otherwise specified by the seller of a NFT in writing, the baseline rule under most applicable intellectual property laws is that your purchase of a NFT does not automatically give you the right to publicly display, perform, distribute, sell or otherwise reproduce the NFT or its related content for any commercial purpose. Any commercial exploitation of the NFT or its related content could subject you to claims of copyright infringement. If you sell a NFT, you agree that you will not have any claims against Galler for any breach of these Terms by a purchaser, including if they make commercial use of the related content in breach of these Terms.
11. Rights to Your Content. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services, including content or data that is tied to NFTs you wish to sell on the Services as a seller, and any other content associated with your NFTs (“Your Content”). You retain all rights to Your Content you post, upload, submit, or otherwise made available through the Services, except for rights expressly granted herein. In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content or otherwise made Your Content available, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods (now known or later developed) but solely as required to be able to operate and provide the Services. You agree that this license includes the right for us to provide, promote, and improve the Services and to make Your Content available to other companies, organizations or individuals for the distribution, promotion or publication of Your Content on other media and services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as you make Your Content available via the Services), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
12. Removal of Your Content. We have the right, but not the obligation, to remove or refuse to post any of Your Content, including delisting any NFTs from being displayed on the Services, (a) for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Galler or its users.
13. Notice of Infringement – DMCA Policy. We may, but are not obligated to, monitor the NFTs and Your Content uploaded to the Services for any infringement of a third party’s intellectual property rights. However, we cannot undertake to review all such content before it is posted on the Service, and cannot ensure prompt removal of objectionable content after it has been posted. Accordingly, we assume no liability for any action regarding transmissions, communications, or content provided by any user or third party. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
  1. identification of the copyrighted work that is claimed to be infringed;
  2. identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
  3. information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
  4. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
  5. a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
  6. the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
  Notices of copyright infringement claims should be sent by mail to: Galler NFT Limited, Attn: Legal Department, House of Francis, Room 303, Ile Du Port, Mahe, Seychelles; or by e-mail to copyright@galler.io. It is our policy, in appropriate circumstances and at our discretion, to disable the use of Services via the Profiles or third-party Wallets connected to the Profiles of users who repeatedly infringe copyrights or intellectual property rights of others.
  We will use commercially reasonable efforts to attempt to delist or otherwise prevent such infringing content from being viewable on the Services. However, you acknowledge and agree that due to the decentralized nature of the blockchain and that web3 online services, we cannot guarantee that other users will not be able to repost or replicate such content for continued display on the Services.
  A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
SERVICES FEES
1. Your use of the Services will incur fees (“Service Fees”) which include a percentage fee charged by Galler when a transaction that you are involved in (whether as a buyer or seller) occurs. Creator of the NFTs may also charge you royalty fees which are determined by the creator and are sent directly to his or her wallet upon completion of the applicable transaction. Details of the Service Fees can be found at https://help.galler.io/hc/en-us/articles/4413818817945-What-fees-do-I-have-to-pay-on-Galler- (“Service Fee Schedule”). We reserve the right in our sole and absolute discretion to amend the Service Fees at any time without prior notice. You are solely responsible for visiting the Service Fee Schedule regularly before executing any transaction that may incur Service Fees. For the avoidance of doubt, the Service Fees will not include third party fees (including any fees incurred from your use of your Wallet, processing fees, network fees (including gas fees), handling charges and all applicable taxes in connection with your purchase) that may arise out of or in connection with the creation, sale or exchange of NFTs.
TAXES
1. It is your sole responsibility for paying any taxes applicable to you in relation to using the Services. We do not and cannot advise you on the tax consequences of your use of the Services.
2. We make no representations in relation to tax liabilities, assume no tax liability for any User, assume no responsibility for the tax liability of any User, not for collecting, reporting, withholding or remitting any taxes arising from any Services that you may use.
3. In case we are obliged under Applicable Law or voluntarily decide to report to any Government Authorities any information that is related to your tax obligations, you undertake to provide us with the requested documents, data and information.
PRIVACY
Protecting your privacy is important to us. Please refer to our Privacy Policy for a description of our privacy practice and an explanation of how we may use any personal data collected in the course of your use of the Services.
COMMUNICATIONS
1. By creating a Profile, you consent to receive electronic communications from Galler (e.g., via email or by posting notices to the Service). These communications may include notices about your activities (e.g., such as transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by contacting us at privacy@galler.io.
THIRD PARTY SERVICES; LINKS TO OTHER SITES
1. Third Party Integration. In order to provide you with certain features that allow you to access your account and use the Services, Galler has partnered with various third party service providers to integrate their services into our platform for your convenience. Accordingly, your use of certain features may be subject to your acceptance of separate agreements with such third parties. We are not a party to those agreements, but to use the Services, you must agree to comply with all applicable third party agreements, and certain provisions within them. You acknowledge that we have no responsibility for the products and services provided by third parties, and those products and services should not be construed as part of the Services that we provide. You further acknowledge and agree that the Terms are between you and Galler, not with any third party service providers. We, not the third party service providers, are responsible for addressing any Claim(s) relating to the Services, including, but not limited to: (i) product liability; (ii) failure to conform to any Applicable Law; (ii) arising under consumer protection, privacy, or similar laws or regulations; and (iii) the use of intellectual property.
2. Third Party Permission. If you permit a third party to access your Profile for any reason you will be responsible for any activity incurred by such third party, even if the third party exceeds the scope of their authority. Further, you acknowledge and agree that you will not hold Galler responsible for, and will indemnify us from, any liability arising from the actions or inactions of the third party in connection with their access to your Profile.
3. Links to other Sites. The Terms and/or the Services may reference links to other websites which are not under Galler’s control. Galler is not responsible for the contents or terms of any website to which a link is provided. Links do not imply that Galler endorses any such websites and Galler does not make any warranty or representation as to the accuracy or operability of those websites. The disclaimer of warranties in the Terms also applies to any linked website.
PROHIBITED ACTIVITIES
1. In connection with your use of the Services, you agree that Galler without notice (except as required by Applicable Law) and without liability to us, may restrict, suspend, deactivate, limit, or terminate access to, or refuse to provide, any Services, in our sole and absolute discretion, including without limitation, if you engage in any of the following activities (“Prohibited Activities”):
  1. Breach the Terms and/or the Policies, or any other agreement or policy that you have agreed to with Galler;
  2. Use the Services (or part thereof) for any unlawful purpose or in violation of Applicable Law, which we have the right to determine in our sole and absolute discretion;
  3. are subject to any sanctions, restrictions, penalties, enforcement actions or investigations under any Applicable Law; are subject to any sanctions, restrictions, penalties, enforcement actions or investigations under any Applicable Law;
  4. Create and/or control more than one Profile for yourself without our express authorization, through, among other methods, using more than one Wallet, using a name that is not yours, using a temporary phone number and/or email address, or providing any other falsified personal information;
  5. Act in a manner that is defamatory, trade libelous, threatening or harassing;
  6. Infringe Galler’s, or any third party’s copyright, patent, trademark, design, trade secret or other intellectual property rights, or rights of publicity or privacy;
  7. Provide us false, inaccurate, incomplete or misleading information;
  8. Participate or be involved in what we believe to be suspicious or potentially fraudulent activities;
  9. Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
  10. Take any action that may cause us to lose third party partner services; or
  11. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; attempt to hack; scrape; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy the Website or mobile application source code without our prior written permission; use any device, upload material containing viruses or any other harmful programs, software or routine to bypass our robot exclusion headers; or interfere or attempt to interfere with the Services.
2. We may, at our sole and absolute discretion and without waiving any of our rights, freeze, delete, cancel, suspend, and/or limit your use of or access to your Profile and/or the Services. If we delete your Profile for any suspected breach of these Terms by you, you are prohibited from creating a new Profile for the Services by connecting to a different Wallet. In the event of Profile deletion for any reason, we may, but are not obligated to, delete any of Your Content, including any listings you may have submitted for NFTs. Galler shall not be responsible for the failure to delete or deletion of Your Content. We may report or disclose to a Government Authority information concerning your Profile, transactions, or use of the Services where we determine in our sole discretion that such report or disclosure may be required by Applicable Law or is otherwise appropriate.
INDEMNIFICATION; RELEASE
1. Indemnification. You agree to defend, indemnify and hold harmless Galler, our affiliates, parent companies, our and their respective shareholders, members, directors, officers, employees, agents, and representative (collectively the “Indemnified Parties”) from and against any losses, liabilities, damages and all related costs and expenses (including reasonable legal fees) arising out of or relating to any Claim concerning: (a) your access to or use of the Services, including Your Content; (b) your breach or alleged breach of the Terms or violation of the Applicable Law; (c) any misrepresentation made by you; or (d) any dispute between you and a third party, including without limitation if such third party is a User of the Services. You will cooperate as fully as required by us in the defense or settlement of any Claim.
2. Release. If you have a dispute with one or more Users using the Services or with one of our third-party service providers, you release the Indemnified Parties and our parent companies, affiliates, officers, directors, agents, joint ventures, partners, employees and suppliers) from any and all Claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. To the extent permitted by Applicable Law, you waive and release us from all defenses, rights, and Claims you have or may have against us arising from or relating to the Terms.
LIMITATION OF LIABILITY; NO WARRANTY
1. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF USE (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS), OR DAMAGE OR ANY CLAIM BY ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE INDEMNIFIED PARTIES’ TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100.00), OR ANY FEES CHARGED BY GALLER AND PAID BY YOU REGARDING YOUR USE OF THE SERVICES IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR ANY DELAYS OR MISTAKES, NON-DELIVERY OF PAYMENTS, LOSSES, OR DAMAGES IF WE ARE UNABLE TO PROVIDE THE SERVICES (OR ANY PART THEREOF) OR PERFORM ANY OF OUR OBLIGATIONS CONTAINED IN THE TERMS DUE TO, DIRECTLY OR INDIRECTLY, BINANCE SMART CHAIN, ETHEREUM OR OTHER APPLICABLE BLOCKCHAIN NETWORK BUGS, BACKLOGS, FAILURES, CHANGES OR FORKS; HACKS OR CYBER ATTACKS; DATA BREACHES; THE FAILURE OF ANY EQUIPMENT OR ANY INDUSTRIAL DISPUTE, COMMUNICATION SYSTEM OR BLOCKCHAIN FAILURES, INTERNET SERVICE, PAYMENT METHOD OR SYSTEM; NATIONAL EMERGENCY, RIOTS, WAR, FLOOD, EXPLOSION, PANDEMIC, ACT OF GOD OR ANY OTHER EVENT BEYOND OUR CONTROL. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions may not allow the exclusion or limitation of certain liability, so some or all of the exclusions and limitations set forth above may not apply to you.
2. No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS, THE INDEMNIFIED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR PERFORMANCE, USAGE, OR TRADE PRACTICES. THE SERVICES ARE PROVIDED “AS IS” AND THE INDEMNIFIED PARTIES DO NOT WARRANT OR REPRESENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES; (B) THE AUTHENTICITY, LEGITIMACY, ACCURACY, OR SAFETY OF ANY NFTS OR ASSOCIATED CONTENT OR DATA, (C) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULT FROM YOUR ACCESS TO OR USE OF THE SERVICES; (D) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (E) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (F) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE INDEMNIFIED PARTIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. Some jurisdictions do not allow the disclaimer of implied warranties, so some or all of the foregoing disclaimers may not apply to you.
3. Equipment. For the purposes of this Agreement, “Equipment” means any hardware, software, applications, or networks associated with your access and use of the Services, including, but not limited to, your mobile device, laptop, internet browser, or operating system. The Services may not work, in whole or in part, with all Equipment. We reserve the right to impose certain limitations or restrict certain features offered to you within the Services. If you use the Services, you are solely responsible for any fees that your wireless service provider may impose, or other third party charges, such as fees for any messages or data services. Your wireless service provider is not the provider of the Services, and we are not responsible for the Equipment you use to download or use the Services. The availability and functionality of the Services may be subject to data transmission limitations or interruptions for any reason, including but not limited to, Equipment malfunction, periodic updates, maintenance, or repair of the Services or the financial services networks maintained by third parties, or other actions that Galler, in our sole discretion, may elect to take. We do not guarantee that the Services (or any portion thereof) will be available at all times or in all areas. You acknowledge and agree that we are not responsible for any performance degradation, fees, interruption, or delays related to your Equipment and any consequences resulting therefrom.
4. Viruses. Galler shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or electronic device, or any spoofing, phishing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software.
5. Legitimacy of NFTs. You are responsible for checking the trade details, your trading counterparty’s details, the price and nature of the NFTs and your own risk appetite prior to entering into any transaction on our platform. We are unable to control the ability of each party to a Transaction to fulfil each of their obligations in their agreement. You bear sole responsibility for verifying the authenticity, legitimacy, quality or identity of any NFTs you purchase on our platform. We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFTs on our platform.
6. Interruption to the Services. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of Equipment, periodic updating, maintenance, or repair of the Services or other actions that we, in our sole and absolute discretion, may elect to take (collectively, “Maintenance”). We will endeavour to provide prior reasonable notice for any Maintenance carried out to avoid inconvenience to your access and use of the Services.
7. Assumption of Risks. You accept and acknowledge:
  1. The prices of NFTs and other digital items are extremely volatile and subjective. Fluctuations in the price of digital items could materially and adversely affect the NFTs, which may also be subject to significant price volatility. Any economic benefit that may be derived from appreciation in the value of NFTs is incidental to obtaining it for its collectible purpose.
  2. There are risks associated with purchasing and holding NFTs and using blockchain technology. These including, but are not limited to, risk of losing access to NFTs due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, risks of delayed or stalled transactions, and volatility risks.
  3. There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your Wallet. You accept and acknowledge that Galler will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using any blockchain network, however caused.
  4. The regulatory regime governing blockchain technologies, cryptocurrencies, tokens, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Services and therefore the potential utility or value of your NFTs and other digital items. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks, or the gas or other transaction validation fees charged through such blockchain network, may have unintended, adverse effects on all blockchains, including any that are related to your NFTs.
GENERAL
1. Headings. All headings and titles used in the Terms are used for convenience only and are not to be considered in construing or interpreting the Terms.
2. Suspicious activity monitoring and holds. In order to comply with anti-money laundering laws, and to protect you and other Users from unlawful use of the Services, Galler monitors transactions for potential fraud, suspicious activity, and sanctions evasion. As a result, in some cases transactions may be placed on hold, and the delivery of NFTs will be delayed, to permit these processes to proceed to conclusion. In addition, Galler may be required to file suspicious transaction reports, and reports of property blocked, or transactions rejected with the applicable Governmental Authority.
3. No Waiver. Our failure to act with respect to a breach of the Terms by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that if Galler does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Galler has the benefit of under any Applicable Law), this will not be considered to be a formal waiver of Galler’s rights and that those rights or remedies will still be available to Galler.
4. Non-Assignability. You may not assign or transfer the Terms or any of your rights, obligations, duties, responsibilities, or liabilities under the Terms without our prior written consent, and any attempt to the contrary without our prior written consent shall be null and void. The Terms shall be binding on you and your respective executors, administrators, and permitted assigns. We may assign all or portions of our rights and obligations under the Terms without your approval or notice to any entity which acquires all or substantially all of our assets or to any affiliate or successor.
5. Severability. If any provision of the Terms is determined to be invalid or unenforceable under Applicable Law, the validity or enforceability of any other provision of the Terms shall not be affected.
6. Force Majeure. Galler will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, epidemic, pandemic, war, acts of terror, insurrection, riot, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction.
7. Survival. Any provision or term within the Terms that provides for the rights or remedies which by their nature should continue after termination of the Terms will survive termination of the Terms. Termination will not limit any of Galler’s other rights or remedies at law or in equity.
8. Complete Agreement. This Agreement, along with all the applicable policies in Clause 3, sets forth the entire understanding between you and Galler with respect to the Services.
9. Third Party Rights. Unless expressly provided to the contrary in the Terms, a person who is not a party to the Terms has no rights to enforce or enjoy the benefit of any provision in the Terms.
10. Translation. Any translation of the Terms is provided solely as a convenience and is not intended to modify the terms of the Terms. In the event of a conflict between the English language version of this Agreement and a version in a language other than English, the English version shall control.
11. Restricted Jurisdictions. Galler may implement controls to restrict access to the Website and Services in any jurisdiction, including to comply with any sanctions requirement and it does not currently permit users from Cuba, Iran, Syria or North Korea to use the Website or the Services (“Restricted Jurisdiction”). Galler may update the list of Restricted Jurisdictions from time to time at its sole and absolute discretion. Galler may block or geo-block persons located in such Restricted Jurisdictions from accessing or using the Website or the Services. You acknowledge, agree and understand that if you are located in a Restricted Jurisdiction, you are not permitted to access or use the Website or the Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to obfuscate your location.
12. How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at community@galler.io.
RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER
PLEASE READ THIS CLAUSE 15 CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.
1. Private Resolution. Please contact Galler first if you have any concerns with the Services. Galler wants to address your concerns amicably and directly with you without resort to formal legal proceedings. A ticket number will be assigned to you if your concerns cannot be addressed to your satisfaction at first instance. The issuance of the ticket number commences the private dispute resolution procedure (“Private Resolution”). Galler will attempt to resolve the dispute with you directly through Private Resolution as soon as possible. You and Galler agree to negotiate in good faith to resolve the dispute through Private Resolution (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding) before submitting a Notice of Claim (as defined in Clause 15.2 below) to Galler or commencing any formal legal proceedings against Galler.
2. Notice of Claim. In the event the dispute cannot be resolved between Galler and you through Private Resolution, and you wish to assert a legal claim against Galler, then you shall set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Galler. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include your Galler account email. The Notice of Claim should be submitted to the following email address: legal@galler.io. After you have provided the Notice of Claim to Galler, the dispute referenced in the Notice of Claim may be submitted by either Galler or you to arbitration in accordance with the below Clause 15.5 (Agreement to Arbitrate and Governing Law).
3. For the avoidance of doubt, the submission of a dispute to Galler Private Resolution and the delivery of a Notice of Claim to Galler are prerequisites to you commencing an arbitration proceeding (or any other legal proceeding) against Galler.
4. You agree that, during the arbitration, the amount of any settlement offer made by you or Galler shall not be disclosed to the arbitral tribunal.
5. Agreement to Arbitrate and Governing Law. You and Galler agree that, subject to the immediately preceding Clauses 15.1 to 15.4 above, any dispute, claim, difference or controversy between you and Galler arising out of, in connection with, or relating in any way to the Terms or to your relationship with Galler as a User (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms) including the existence, validity, interpretation, performance, breach of termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
6. You and Galler further agree that the sole arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim.
7. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The sole arbitrator must follow this agreement and can award damages and grant relief as if he or she were a court of law in Hong Kong (including, if applicable, costs), except that the sole arbitrator may not grant declaratory or injunctive relief in favour of anyone but the parties to the arbitration.
8. The arbitration provisions set forth in this Clause will survive termination of the Terms.
9. Enforcement. ANY ARBITRAL AWARD MAY BE ENFORCED IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED.
10. Time for Filing. ANY ARBITRATION AGAINST GALLER MAY ONLY BE COMMENCED AFTER: (1) PRIVATE RESOLUTION BETWEEN YOU AND GALLER FAILED TO RESOLVE THE DISPUTE; AND (2) A NOTICE OF CLAIM HAD BEEN SUBMITTED TO GALLER. ANY ARBITRATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE USER ASSERTING THE CLAIM FIRST FOUND OUT OR REASONABLY SHOULD HAVE FOUND OUT THE ALLEGED ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM IF NO NOTICE OF ARBITRATION IS SERVED ON GALLER WITHIN THAT TIME PERIOD.
11. Notice. If we request arbitration against you, we will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective and sufficient for all purposes, including without limitation to determinations of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Galler is up-to-date and accurate.
12. Confidentiality. You and Galler agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration shall not be disclosed to third party except the tribunal, the HKIAC, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose such confidential information to the extent that disclosure is required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of the Terms and conclusion or stay of any arbitration brought pursuant to the Terms.
13. Governing Law. The Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of Hong Kong.
14. Class Action Waiver. You and Galler agree that any claims relating to the Terms or to your relationship with Galler as a User (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms) shall be brought against Galler in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by Applicable Law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of Galler. You hereby waive your rights to file a combined arbitration brought by multiple claimants against Galler, and/or to seek the consolidation of multiple arbitrations and the joinder of additional parties to any arbitration. Any tribunal constituted under this agreement shall have no powers of consolidation or joinder, or any other basis to determine any claims other than on an individual basis.
COUNTRY-SPECIFIC ADDENDUMS
1. Country-Specific Addendums. If you are a citizen or habitual resident of the following countries, the country-specific addendums will apply to your use of the Services in lieu of Clause 15:
  1. United States;
  2. United Kingdom; and
  3. European Union.

Country-Specific Addendum: United States

If you are a user of the Services in the United States, the below additional terms of this addendum (this “Addendum”): (a) are incorporated into these Terms; (b) apply to your use of the Services; and (c) override these Terms to the extent of any inconsistency:

ARBITRATION AND CLASS ACTION WAIVER
1. Informal Process First. You agree that in the event of any dispute between you and Galler, you will first contact Galler and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
2. Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Galler’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein. You and Galler agree that any Claim will be settled by final and binding arbitration, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. You have a right to have the arbitration conducted via telephone, or as an in-person hearing in your hometown area (if you live in the United States) or another location that is reasonably convenient to you. Any arbitration will be conducted in the English language. The seat of the arbitration shall be Los Angeles, California.
3. Waiver of Class Actions and Class Arbitrations. You and Galler agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, 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 Galler agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
4. Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Galler will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
5. Opt-Out. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in these Terms by sending written notice of your decision to opt-out to legal@galler.io or to the e-mail address listed in the “How to Contact Us” section of these Terms. The notice must be sent to Galler within thirty (30) days of your starting to use the Services or agreeing to these Terms (or if this Section 1.5 of this Addendum is amended hereafter, within 30 days of such amendment being effective), otherwise you shall be bound to arbitrate disputes in accordance with these Terms, and the notice must specify your name and mailing address. If you opt-out of these arbitration provisions, Galler also will not be bound by them.
6. Exceptions. Notwithstanding anything in these Terms to the contrary, you may instead assert your Claim in “small claims” court, but only if your Claim qualifies, your Claim remains only in such court, and your Claim remains on an individual, non-representative and non-class basis. Further, you and Galler will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, or if the Claim relates to intellectual property infringement or misappropriation.
California Residents.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
Governing Law.
Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 1.2 of this Addendum, or if arbitration does not apply, then the state and federal courts located in the State of California. You and Galler agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

Country-Specific Addendum: United Kingdom

If you are a user of the Services in the United Kingdom, the below additional terms of this addendum (this “Addendum”): (a) are incorporated into these Terms; (b) apply to your use of the Services; and (c) override these Terms to the extent of any inconsistency:

1. Notice of Claim and Dispute Resolution Period. Please contact Galler first if you have any concerns with the Services! Galler wants to address your concerns without resort to formal legal proceedings, if possible. A ticket number will be assigned to you if your concerns cannot be addressed to your satisfaction at first instance. The issuance of the ticket number commences the internal dispute resolution procedure. Galler will attempt to resolve the dispute internally as soon as possible. You and Galler agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
2. In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against Galler, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Galler. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include your Galler account email. The Notice of Claim should be submitted to the following email address: legal@galler.io. After you have provided the Notice of Claim to Galler, the dispute referenced in the Notice of Claim may be submitted by either Galler or you to arbitration in accordance with the below Clause 1.5 (Agreement to Arbitrate and Governing Law).
3. For the avoidance of doubt, the submission of a dispute to Galler for resolution internally and the delivery of a Notice of Claim to Galler are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding).
4. During the arbitration, the amount of any settlement offer made by you or Galler shall not be disclosed to the arbitrator.
5. Agreement to Arbitrate and Governing law. You and Galler agree that, subject to the immediately preceding Clauses 1.1 to 1.4 above, any dispute, claim, difference or controversy between you and Galler (and/or entities related to Galler) arising out of, in connection with, or relating in any way to the Terms or to your relationship with Galler (and/or entities related to Galler) as a User (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms) including the existence, validity, interpretation, performance, breach of termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be determined by mandatory final and binding individual (not class) arbitration.
6. You and Galler further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim.
7. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited disclosure than in court. The arbitrator must follow this agreement and can award damages and grant relief as if he or she were a court of law in the United Kingdom (including, if applicable, costs), except that the arbitrator may not grant declaratory or injunctive relief in favour of anyone but the parties to the arbitration.
8. The arbitration provisions set forth in this Clause will survive termination of the Terms.
9. Arbitration Rules. (a) The arbitration shall be subject to the Rules of Arbitration of the London Court of International Arbitration (the “LCIA Rules”) in force at the time of commencement of arbitration. (b) The arbitration will be administered by the London Court of International arbitration (the “LCIA”). (c) There shall be only one arbitrator appointed in accordance with the LCIA Rules. (d) Any arbitration will be conducted in the English language. (e) Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. (f) ANY ARBITRAL AWARD MAY BE ENFORCED IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED.
10. Time for Filing. ANY ARBITRATION AGAINST GALLER MUST BE COMMENCED BY SERVING A REQUEST FOR ARBITRATION ON GALLER BY EMAIL TO LEGAL@GALLER.IO REQUESTING THAT THE DISPUTE BE REFERRED TO ARBITRATION WITHIN ONE (1) YEAR AFTER THE DATE THE USER ASSERTING THE CLAIM FIRST FOUND OUT OR REASONABLY SHOULD HAVE FOUND OUT THE ALLEGED ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM IF NO REQUEST FOR ARBITRATION IS SERVED ON GALLER WITHIN THAT TIME PERIOD.
11. Notice. If we request arbitration against you, we will serve the Request for Arbitration at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective and sufficient for all purposes, including without limitation to determinations of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Galler is up-to-date and accurate.
12. Confidentiality. You and Galler agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration shall not be disclosed to third party except the tribunal, the LCIA, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose such confidential information to the extent that disclosure is required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of the Terms and conclusion or stay of any arbitration brought pursuant to the Terms.
13. Governing Law. The Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of England.
14. Class Action Waiver. You and Galler agree that any claims relating to the Terms or to your relationship with Galler as a User (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms) shall be brought against Galler in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by Applicable Law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of Galler. You hereby waive your rights to file a combined arbitration brought by multiple claimants against Galler, and/or to seek the consolidation of multiple arbitrations and the joinder of additional parties to any arbitration. Any tribunal constituted under this agreement shall have no powers of consolidation or joinder, or any other basis to determine any claims other than on an individual basis.
15. Opt-Out. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in these Terms by sending written notice of your decision to opt-out to legal@galler.io or to the e-mail address listed in the “How to Contact Us” section of these Terms. The notice must be sent to Galler within thirty (30) days of your starting to use the Services or agreeing to these Terms (or if this Clause 15 is amended hereafter, within 30 days of such amendment being effective), otherwise you shall be bound to arbitrate disputes in accordance with these Terms, and the notice must specify your name and mailing address. If you opt-out of these arbitration provisions, Galler also will not be bound by them.
16. Indemnities. The provisions set forth in Clause 10.2 and 12.1 shall not apply.

Country-Specific Addendum: European Union

If you are a user of the Services in the European Union, the below additional terms of this addendum (this “Addendum”): (a) are incorporated into these Terms; (b) apply to your use of the Services; and (c) override these Terms to the extent of any inconsistency:

Any dispute, controversy or claim (whether in contract, tort or otherwise) between us and you, arising out of, relating to, or in connection with these Terms may be referred to and finally resolved by the court of your place or residence or domicile.