Parallax Terms of Use

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Parallax Labs, Inc. Terms of Service
‍We provide digital financial services to global professionals. This is an explanation of the things you should know about using Parallax Labs, Inc. (“Parallax”).

1. Acceptance of Terms of Service
‍These Terms of Service (“Terms”) are an agreement between Parallax, its subsidiaries, affiliates, agents, service providers, and assigns (“us,” “we,” “our”) and you (“you,” “your”). The Terms govern your use of products and services we may offer through our website (www.withparallax.com) (the “Site”), our mobile app to the extent that there is a mobile app (the “App”) (collectively, the “Platform”), or through the websites of our partners (“Partners”) which we refer to collectively as our “Services.”  You can use our Services only if you are over the age of 18 and can legally enter into and form contracts under applicable law. However, you may designate another person as an Authorized User (as defined in Section [10]) of your Account and our Services, as described in Sections 4 and 8. 

By signing up for Parallax, using our Services, you are saying you understand and agree to comply with these Terms, our privacy policy (https://www.withparallax.com/privacy-policy), and applicable local, state, national and international laws and regulations, and are responsible for ensuring any Authorized User does the same. Should you disagree with any condition of these Terms, please refrain from accessing the Platform and/or using the Services, proceed to leave the Platform and stop all usage of the Platform and any of the Services immediately.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN ARBITRATION AGREEMENT AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE ARBITRATION AGREEMENT LIMITS PARALLAX’S LIABILITY TO YOU AND REQUIRES INDIVIDUAL ARBITRATION FOR LEGAL DISPUTES BETWEEN YOU AND PARALLAX. 

2. Services with Additional Terms; Business Days
‍Some of our Services may be subject to our additional terms, conditions, agreements, policies, guidelines, rules and schedules, which will be posted or made available separately from these Terms when the Service is offered (“Additional Terms”), including our Privacy Policy, located at https://www.withparallax.com/privacy-policy, and the AAA Rules (described in Section 32.4). Such Additional Terms are incorporated into and form a part of these Terms. If there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.

For purposes of these Terms, our business days are Monday through Friday. Holidays are not included.

3. Changes to These Terms; Modifications to Services
‍We may change these Terms from time to time. For example, we might change these Terms if there are changes to our Services, our technology, applicable laws, or for other reasons. If we do that, we will give you notice by posting the updated Terms on the Site. Any changes will become effective immediately after they are posted and will apply to your use of our Services after the changes become effective, except that changes addressing modifications to our Services or new functions or changes made for legal reasons may be effective immediately, with or without notice to you. Your continued use of our Services after these Terms have changed means that you accept those changes. If you do not agree to any changes, you cannot continue using our Services. We may discontinue, temporarily or permanently, our Services or any part of our Services, or otherwise change our Services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of our Services.

4. Parallax Services
‍4.1. The Services offered by Parallax are those contained in the Platform or through one of our Partners, which might be modified from time to time at Parallax’s sole discretion.  As our Services evolve, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4.2. You or an Authorized User can only access the Platform or use the Services on your behalf and in your name.  Platform access and use of the Services on behalf of unauthorized third-parties is forbidden.

4.3. You understand and accept that the Services, as well as any other information obtained from Parallax, are not directed, designed or in any way oriented to provide any type of financial advice or investment or purchase advice of any kind.

4.4. Parallax does not provide any financial advice, investment advice, recommendation, or guidance, whether in connection with the Services or otherwise.

4.5. Parallax strictly prohibits using its Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity.

5. Risk Disclosure
‍5.1. Generally: As a condition of using the Platform or Service, you are required to review the following risk disclosures and disclaimers. Your continued use of the Platform or Service is an acknowledgement of these risks and disclaimers. This is not a comprehensive list of the risks and disclaimers. Parallax recommends that you seek advice from your financial, legal and tax advisors.

5.2. Financial Sophistication/Risk Tolerance: The Platform is intended only for users who fully understand and are willing to accept the risks associated with cryptocurrency (“Digital Assets”).  Digital Assets can be very risky and you must be able to afford to lose the value the Digital Assets you hold in your Account.

5.3. Role of Parallax: Parallax is not an exchange, funding portal, custodian, trust company, registered or licensed broker, dealer, broker-dealer, investment advisor or investment manager in the United States or elsewhere.

5.4. Role of our Partners: Any Digital Assets or fiat currency that you deposit, sell, or buy through the Platform or Service are held in custody by our partners. 

5.5. No Fiduciary, Broker, or Agency Relationship: Parallax does not contribute to the creation or the expansion of Digital Assets available for sale. Parallax is not an investment specialist, tax specialist, financial planner (certified or otherwise), and Parallax does not provide investment advice, tax advice, or Digital Assets.

5.6. Past Performance No Guarantee of Future Returns: Historical performance is no guarantee of future results.

5.7. Holding Digital Assets: Parallax recommends that you contact your accountants, attorneys and financial advisors regarding all financial choices and strategies. Parallax is not a legal or tax professional and does not provide legal or tax advice. Parallax makes no representation or warranty that purchasing Digital Assets complies with government regulations or statutes or that current rules and statutes will not change.

5.8. Volatility: The success of an investment in Digital Assets is dependent in part upon extrinsic economic forces including supply, demand, international monetary conditions, inflation or the expectation of inflation, confidence (or any lack thereof) in the security or technological foundation of the Digital Asset, the emergence of additional alternative currencies, market acceptance, geopolitical events, global tax policies, monetary policies of central banks globally, and an evolving and unpredictable regulatory framework. The impact of these forces on the value of Digital Assets, or any particular Digital Asset, cannot be predicted. Digital Asset markets can be volatile.

5.9. Pricing Information and Account Valuation: Parallax does not make a market in any Digital Assets. Pricing data (and resulting valuation and performance data) displayed on the Platform are provided by or based on information provided by one or more exchanges and data services, may be delayed or otherwise not up to date, may be incorrect, and there is no guarantee that any amount of Digital Asset can be purchased or liquidated for the price indicated. No price is guaranteed until the transaction is settled. Valuation data is inclusive of custodial, self-custodial, wallet provider, liquidity provider and Parallax transaction fees. Parallax will make commercially reasonable efforts to ensure that transaction history information, including Account holdings, are all accurately displayed on the Platform, but Parallax does not guarantee the accuracy of such information. All pricing and other information (including Account valuation) on the Platform is provided on an “as is” basis for your personal information only, no representations are made as to the accuracy of such information, and you agree not to rely upon such information for any purpose. Parallax (a) expressly disclaims the accuracy, adequacy, or completeness of any pricing or valuation data displayed and (b) shall not be liable for any errors, omissions, or other defects in, delays or interruptions in such data, or for any actions taken in reliance thereon. Parallax is not liable for any damages relating to your use of the information provided on the Platform.

5.10. Due Diligence: You are responsible for conducting your own due diligence regarding investments and the parties with whom you entrust your funds and do business. Neither Parallax nor any of its directors, officers, stockholders, employees, representatives, affiliates, agents, or advisors have any liability whatsoever arising from or for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication of, the materials transmitted through or posted on the Platform. The information on this Platform does not constitute an offer of, nor the solicitation of an offer to buy or subscribe for, any securities to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful.

6. Third-Parties

‍6.1. Third-Party Partners
Parallax has partnered with third parties to facilitate certain aspects of the Services (“Third-Party Partners”), such as for KYC.  In order to enable certain functions of the Services, you may be required to enter into additional agreements with such Third-Party Partners. Parallax does not have control of, or liability for, the products or services offered by these Third-Party Partners.
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When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Parallax is not responsible for such risks.

6.2. Third-Party Websites
The Platform may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us (collectively and individually “Third-Party Websites”). These Third-Party Websites may have their own terms and conditions of use and privacy policies and your use of these Third-Party Websites will be governed by and subject to such terms and conditions and privacy policies. You must ensure that you have read, understood and agreed to all of the terms and conditions, policies and guidelines of the Third-Party Websites. You acknowledge and agree that Parallax does not endorse and is not responsible or liable for the behavior, features, opinions, advice, statements, prices, advertisement, or any other content of any of the Third-Party Websites or for any transaction you may enter into with the provider of any such Third-Party Websites.  You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods, or services available on or through any such site or resource. Any dealings you have with third parties found while using our Services are between you and the third party, and you agree that we are not liable for any loss or claim that you may have against any such third party

7. Accessing and Using Certain Services; Account Application
In the future, our Services may include access to, and maintenance of, certain consumer financial products and accounts offered by a bank partner (“Bank Partner”). You understand that the Bank Partner has sole discretion to approve or deny your application for such products or accounts, or discontinue such products or accounts, for any reason, subject to applicable law. We or the Bank Partner may limit or deny your access to any other aspect of our Services for any reason, subject to applicable law.
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We may utilize multi-factor authentication (MFA) or two-factor authentication (2FA) methods to enhance the security of your account. In some cases, these security measures may involve collaborations with third-party services. By using our service, you agree to the potential use of MFA or 2FA with these third-party websites as a part of our ongoing commitment to your account security.

8. Account Opening and Use; Security 
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account (“KYC”). What this means for you: when you open an Account, the information we request may vary depending on the circumstances, but at a minimum, we may ask for your name, address, date of birth, and other information that will allow us to identify you. We are also required to verify the information you provide to us. This verification process may require you to provide us with supporting documentation that we deem appropriate. We may also seek to verify the information by other means. We reserve the right to request additional information and/or signatures from you from time to time. If we are not able to validate your identity or authenticity to our satisfaction, we may elect to not open the Account, may terminate your account or may elect to not provide access to the Account if your identity cannot be validated. By participating in the Platform or Services, you certify that all information you have provided to us is true, accurate and complete.

We may ask you to create or apply for an online account to use certain parts of the Platform or our Services (“Account”). When you create an Account, you may be required to pick a username, password, PIN, and/or other access credentials. Registration data and certain other information about you are governed by our Privacy Policy (https://withparallax.com/privacy-policy). You are responsible for the use of the Services under your Account, for maintaining the confidentiality of your Account and access credentials and for restricting access to your computer and any other devices you use to access your Account, and you agree to accept responsibility for all activities that occur under your Account or access credentials. You may not assign or otherwise transfer your Account to any other person, except to the extent that these Terms or any Additional Terms permit you to add an Authorized User. You acknowledge that we are not responsible for third party access to your Account, including access by an Authorized User and access that results from theft or misappropriation of your Account or access credentials. We reserve the right, in our sole discretion, to refuse or cancel Services, terminate Accounts, or remove or edit all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials (“Content”) that you upload, post, publish, or display (collectively “Upload”), email, or otherwise use via our Platform or Service. You agree to (a) provide us with complete, accurate and up-to-date information for your Account and you agree to update such information and keep it accurate, complete and up-to-date; if you don’t, we might have to suspend or terminate your Account, (b) immediately notify us of any unauthorized use of your access credentials or Account or any other breach of security and (c) ensure that you exit from your Account at the end of each session when accessing our Services. We will not be liable for any loss or damage arising from your failure to comply with this Section 8.

Additionally, you must link a virtual wallet capable of receiving Digital Assets and/or a bank account or wallet capable of receiving fiat (“Linked Account”) to your Account in order to use our Services.  Parallax enables funds to be deposited into your wallet or balance on Parallax, which is a Digital Asset wallet (“Wallet”) via automated clearinghouse (“ACH”), wire transfer or Digital Assets and for you to submit requests for disbursements from your Wallet.
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You are exclusively liable for any and all tax obligations (either national, provincial or municipal) which may apply to the use of the Services in its local jurisdiction, including without limitation any withholding, collection, reporting and remittance to the appropriate tax authorities. Parallax shall not be liable for any breach or non-compliance by you on your tax obligations, under the legislation in force.

9. Responsibility
You agree that we are able to treat any and all instructions or requests provided via your Account as genuine, authentic and correct and we will not carry out any verification of any such instructions to ensure they come from or are authorized by you, or that they are correct.  You agree that we are not responsible for any losses you might suffer as a result of us acting on any instructions or requests provided via your Account and accordingly you are responsible for ensuring that your Account is kept secure. You are responsible for ensuring the validity of the recipient of your transfer, to avoid any instructions or requests being placed that could cause you loss.

10. Parallax Wallet.
Eligible users can use the Service with a self-custody wallet to store digital assets or virtual currency, which is a digital representation of value based on a cryptographic protocol of a computer network (“Digital Assets”) and fiat currency (“Fiat Currency”).  Digital Assets and Fiat Currency that are available for Users to buy, sell, and hold using the Parallax Services are referred to in these Terms as “Supported Currencies”. The Fiat Currency value we display for any type of Supported Currency is an estimate based on market data available to us and is not a guaranteed exchange rate.

Any balance in your Account represents your ownership of the amount of each type of Supported Currency shown. When you view your Account balance, we will show you the fiat currency equivalent value. All balances shown as fiat currency on Parallax are held in the form of Digital Assets.

‍11. Transferring Funds Into Your Account. 
Funds may be transferred into your Account through methods such as ACH, wire transfers, cards, and Digital Asset deposits. When you deposit funds into your Account, this is converted into Digital Assets in the form of stablecoins, through Third-Party Partners that convert Fiat Currency to Digital Assets (“On-Ramp Partners”). Such deposit transactions are not reversible.
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We reserve the right to hold or return any funds or deposits that do not comply with our compliance standards and risk assessments.
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Funds or deposits received through the ACH network or wire transfer systems shall be deemed beyond our control until such funds have successfully settled with our designated On-Ramp Partners or within your designated Account. By utilizing our services, you expressly agree not to hold us liable for any discrepancies in timing or misplacement of funds that have not been credited to your Account. In addition, you acknowledge and agree that no form of compensation, reimbursement, or indemnification shall be sought or expected from us in the event of any delay, misplacement, or other issues pertaining to funds that have not been duly credited to your Account.

‍12. Transferring Funds Out of Your Account. 
Funds may be transferred out of your Account and into a Linked Account. These accounts and wallets may be subject to additional screening to prevent financial crime. You can manage linked payment methods on the Platform. There may be additional fees applicable to the transfers, and we may set limits on your Account or transfers, in each case subject to Section 22 (Fees and Limits). In some cases, transactions and payments may be delayed or blocked until you or the intended recipient provides us with all required information. This can occur for reasons such as ensuring we protect our users and Parallax from fraud and financial crime.
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Because the prices of currencies fluctuate, the price we provide will only be valid for a limited time. If the price we provided expires, you will not be able to complete your transaction at that price. Once you confirm your transaction, we will then execute this transaction. For local currencies, this works by sending the stablecoin funds from your balance to a Third-Party Partner that converts these Digital Assets into Fiat Currencies (“Off-Ramp Partner”) who will then send the desired currency to the account you specify. For stablecoin withdrawals, this will be sent to the wallet address you specify. Once confirmed, your purchase of the currency is not reversible. You expressly agree not to hold us liable for any discrepancies in timing for withdrawals. In addition, you acknowledge and agree that no form of compensation, reimbursement, or indemnification shall be sought or expected from us in the event of any misplacement, or other issues pertaining to funds that were sent to the wrongly input wallet address or account number. You may see your transaction history on the Platform. Parallax will have no liability for currency fluctuations or loss associated with your use of our Services.

13. Supported Currencies
The Parallax Service is intended solely for proper use of Supported Currencies, as designated and defined on the Service. We assume no responsibility in connection with any attempt to use the Service with virtual currency or Fiat Currency that we do not support. Virtual currencies such as USDC and EUROC are Digital Assetss pegged to an external reference value such as the U.S. dollar or Euro.

14. Ownership and Control
‍You own and control all Supported Currencies held in your Parallax wallet balance. As the owner of the Supported Currencies in your Parallax wallet, you bear all risk of loss of such Supported Currencies. We help you create a wallet as part of the Parallax registration process. We also process the selling and buying of stablecoin on your behalf to fund your transfer.  Parallax will have no liability for Supported Currency fluctuations or loss associated with your use of the Service. Subject to outages, downtime, and other applicable policies, you may withdraw your Supported Currencies at any time by sending it to a different blockchain address. You are solely in control of and responsible for your Parallax wallet, and accordingly only you can authorize transactions from your Parallax wallet. You expressly acknowledge and agree that the Parallax wallet is a self-custody wallet and that you are solely responsible for your activity and any risk of loss at all times. Transactions completed on the blockchain are final.
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15. Private Key Generation & Storage
‍Self-custody wallets work by generating and storing “Private Keys” that allow you to securely store your digital assets or virtual currency. Each private key corresponds to a public key. A public key is also referred to as a wallet address. The public and private keys are used together to transact on the blockchain. This public-private key pair is unique.  During the Account registration process, we work with services that support the encryption and backup of the private key securely. This is completed using certain key components, and could include but is not limited to your Account login information, biometric information, your own PIN, or recovery instructions (e.g. Security File or security words). All components used to generate keys are personal to you and you only. The User always maintains control of the ownership and access to their keys. You acknowledge that losing or exposing your PIN or Security File could lead to loss of funds or loss of access to your wallet.
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You can retrieve your Private Key through the Parallax App, with additional account verifications and checks. You can then download the private key information and transfer to another wallet of your choice at any time.


16. Authorized Users 
‍While we do not currently permit authorized users, to the extent that we do permit such users in the future, you may be able to add one or more users to your Account provided they are approved by our Partners and satisfy the our Partners’s BSA/AML compliance requirements (“Authorized User”). When you add someone as an Authorized User, that person has permission to make transactions on your Account. If and when we do permit Authorized Users, you will be able to add them using the Platform or by contacting us at support@withparallax.com.  

You acknowledge that these Terms will apply to you and each Authorized User, and you expressly accept these Terms on behalf of yourself and each Authorized User. You further agree to and accept full responsibility for any Authorized User’s use our Services, including (a) any transactions made by an Authorized User on your Account; (b) any transaction made by an Authorized User even if the post date shown on your Statement for that transaction occurs after the date you ask us to remove the Authorized User from your Account; (c) any transaction made by others if an Authorized User allows them to use your Account; (d) fees and charges resulting from any transaction made by an Authorized User or others if an Authorized User allows them to use your Account; and (e) any other financial charges and legal liability that an Authorized User may incur in connection with their use of your Account. You agree to allow us to discuss your Account with an Authorized User, which includes giving him or her access to your transaction history and Account information. You also agree that an Authorized User may use and receive information about the Account the same way you do. By adding an Authorized User, you represent that you have permission from each one to allow us to share information about him or her as allowed by applicable law. This includes information we may get from you, any Authorized User, and information about their transactions and use of our Services.

You can cancel an Authorized User’s authority by removing them from your Account by using the Platform or contacting us at support@withparallax.com.

17. Consent to Doing Business Electronically; Communications
‍In connection with obtaining services through the Platform or Services administered by Parallax, you consent to receive and view communications, disclosures, notices, Statements, policies, agreements and other communications we are required by law to provide to you or may otherwise provide to you for any product or Service you obtain from us (collectively, “Disclosures”) relating to your eligible Account on the Platform or Service electronically by any of the following means:
• Text to your mobile phone number which may include a link to a new Disclosure on the Platform;
• To your email; or
• Notifications from our Platform.

Your consent covers all Disclosures relating to any product we offer through the Platform or Service at withparallax.com and remains in effect until you give us notice that you are withdrawing it.  Delivery by any of these means will constitute proper notice to you under applicable law. 

You acknowledge that Disclosures will include, but may not be limited to, the following:
• The Website, the App, Privacy Policy, and these Terms and other documentation we provide through the Platform  or Services (“Policies and Agreements”);
• Disclosures and/or amendments we may provide you under our Policies and Agreements;
• Balance, activity and any other information on your Account;
• Statements, receipts, confirmations, authorizations and transaction history for your Account;
• Disclosures regarding the resolution of any claimed error on your Statements; and
• Disclosures required or permitted by law or regulation.

‍Your Right to Revoke Consent: Your consent is effective until further notice by us or until you revoke your consent to receive electronic Disclosures. You may revoke your consent to receive electronic Disclosures at any time either by submitting your request via email to support@withparallax.com.  Your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it.

If you do not consent or if you withdraw your consent, we reserve the right to refuse to accept your Account application, to cancel your Account, or place your Account on inactive status.

‍System Requirements: In order to receive Disclosures, whether by text or email, you need to have a means of printing or storing them. So, in addition to having an email address and phone number you must have the following:
• a computer or mobile device with Internet connection;
• a current web browser with cookies enabled;
• a valid email address on file in your Account profile;
• the ability to store or print the Disclosures; and
• if you use a spam blocker, you must add support@withparallax.com to your email address book or whitelist

By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Disclosure for your records.  We reserve the right to change these System Requirements and will provide you with a Disclosure when we make a material change to the System Requirements.

‍Receiving Texts and Emails: In order to receive Disclosures, you must ensure that the primary mobile phone and/or email address that you provide us is your valid, current phone number or email address, and you are able to receive at that address texts or email messages containing Disclosures including attached electronic documents and that such Disclosures, including portions that are attached documents are available for viewing and storing or printing by you. You agree to promptly update your email address by updating your Account profile if your email address changes. You acknowledge that our ability to notify you of the availability of your Disclosures is contingent on the validity of mobile phone number and email address in our records. If your mobile phone or email address is no longer valid, we reserve the right to determine your Account is inactive or take other actions as set forth in these Terms. You will not be able to conduct any transactions in your Account until you update your mobile phone or email address in your Account profile.

‍Reservation of Rights: We reserve the right to provide you with any Disclosure in writing, rather than electronically, or to withdraw the right to receive Disclosures electronically at any time. You agree to maintain on file with us your current street address and to promptly update your address in the event it changes by updating your Account profile. For the delivery of paper Disclosures, we reserve the right to charge the Disclosure Request Fee for each such delivery and to increase this fee at our discretion.

‍Communications in Writing: We recommend that you print a copy of these Terms and any Disclosure that you view electronically for your records as the Disclosure may not be accessible online at a later date.  All Disclosures from us to you will be considered "in writing" and shall have the same meaning and effect as a paper Disclosure. You acknowledge and agree that Disclosures are considered received by you within 24 hours of the time posted to the Platform or Services, or within 24 hours of the time emailed or sent via text to you unless Parallax receives notice that the Disclosure was not delivered. You acknowledge and agree that, by opting out of any marketing communications, you also may lose access to product updates or disclosures.

‍General: You understand and agree that we are responsible for sending the Disclosures to you electronically by email or text to the address in your Account profile or through the Service. We are not responsible for any delay or failure in your receipt of the email or text notices and whether or not you choose to view the Disclosure, subject to your right to revoke your consent to receive Disclosures electronically.

‍Contact Us: Except as otherwise provided by law or other agreement between you and us, you may provide us with notices regarding your Accounts by submitting your request via email to support@withparallax.com.

18. Telephone Communications; Consent to Automated Messages; Agreement to Update Contact InformationYou agree to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any purpose, at any telephone number or physical or electronic address you provide or at which you may be reached. You represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number, including a mobile telephone number.You agree to receive Short Message Service (SMS) communications (including text messages), calls, and messages (including pre-recorded, artificial voice, and autodialed or automatically texted) from us, our agents, representatives, affiliates, or anyone calling or texting on our behalf at the specific numbers you have provided to us, or numbers we can reasonably associate with you or an Authorized User (through skip trace, caller ID capture, or other means), with information or questions relating to you or our Services. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine or voicemail or send a message by text. Calls may be recorded.

You understand that such SMS communications may be placed using an automatic telephone dialing system or may include automated SMS messages. Your consent is required to allow Parallax to contact you and to use our Services. As always, you agree that you are responsible for any message, data rates or fees that your telephone service provider charges in relation to SMS messages sent and received by you or an Authorized User. If you have any questions regarding those rates, please contact your wireless carrier.

You also agree to receive alerts about your activity, balances, transactions, suspicious activities, and other matters involving your use of the Platform or our Services through push notifications to your smartphone or other device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. We are not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content; or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted, and may include your name and information pertaining to your Account or use of the Platform or Service. We may terminate your use of push notifications at any time without notice. You may choose to discontinue receiving push notifications by updating your preferences on your smartphone or device. You acknowledge and agree that standard call, message, and data rates charged by your carrier apply to all communications by or with us.

If you change or deactivate your mobile number, e-mail address, mailing address, or any other contact information you have provided, you agree to promptly update your contact information.

To unsubscribe from text messages at any time, reply STOP to any text message you receive from us. If you unsubscribe, we may restrict or terminate your access to our Services. You consent that following such a request to unsubscribe, you may receive one final text message from us confirming your request and/or providing an alternative to access our Services.

19. Mobile Services, We may offer our Services via a mobile device, including the ability to access certain features through the App (collectively, the “Mobile Services”). To the extent you access our Services or send or receive any communications with us through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using our Mobile Services, you agree that we may communicate with you by SMS, MMS, text message, or other electronic means to your mobile device and, as a result, that certain information about your usage of our Mobile Services may be communicated to us.

20. Rights and Terms for App 
‍14.1. Rights in App Granted by Parallax
Subject to your compliance with these Terms, Parallax grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Parallax reserves all rights in and to the App not expressly granted to you under these Terms.

14.2. Accessing App from App Store
The App and other Software (defined in Section 20.1) may be made available through the Apple, Inc. (“Apple”) App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms are between you and us only, and not with the Distribution Channel. To the extent that you use any other third-party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third-party products and services.

If the Software is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:
Both you and Parallax acknowledge that these Terms are between you and Parallax only, and not with Apple, and that as between Parallax and Apple, Parallax, not Apple, is solely responsible for the Apple-Enabled Software and its content.

You may not use the Apple-Enabled Software in any manner that is in violation of, inconsistent, or otherwise in conflict with our Services And Content Usage Rules (“Usage Rules”) set forth for Apple-Enabled Software in the Apple Media Services Terms and Conditions.

Any license we may give you to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you or an Authorized User owns or controls, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.

Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.

Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Parallax’s sole responsibility, to the extent it cannot be disclaimed under applicable law.

Both you and Parallax acknowledge that Parallax, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your or an Authorized User’s possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Parallax and Apple, Parallax, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties

.If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Parallax as follows:
• By e-mail: support@withparallax.com

Both you and Parallax acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third-party beneficiary.

21. Electronic Fund Transfer Disclosure Statement
‍The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your Account. There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your Account.
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15.1. Definitions
a) Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application.
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15.2. Your Liability
a) Authorized Transfers: You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly.
b) Unauthorized Transfers: Tell us at once if you believe your Account or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers.  Send us an email immediately at support@withparallax.com to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your access device, or after learning of any other unauthorized transfers from your Account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission.  If you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. If your periodic statement shows an unauthorized transfer made with a lost or stolen debit card, you must notify us within 60 calendar days after the periodic statement was sent; otherwise, you  may face unlimited liability for all unauthorized transfers.

22. Prohibited Activities
‍You are solely responsible for all Content that you Upload, email, or otherwise use via our Platform or Service. 

Below are examples of the kind of Content and/or use that is illegal or prohibited. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this section, including removing the offending Content from our Platform or Service, suspending or terminating the Accounts of such violators, and reporting such violators to law enforcement authorities. You agree to not use our Platform or Service to:
a) Email or otherwise Upload any Content that: 
• Infringes any intellectual property or other proprietary rights of any party; 
• You do not have a right to Upload under any law or under contractual or fiduciary relationships; 
• Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; 
• Poses or creates a privacy or security risk to any person;
• Constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; 
• Is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically, or otherwise objectionable; or
• In our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying our Services, or which may expose us or our users to any harm or liability of any type;
b) Interfere with or disrupt our Platform or Service, servers, or networks connected to our Platform or Service, or disobey any requirements, procedures, policies, or regulations of networks connected to our Platform or Service;
c) Violate any applicable laws, including local, state, national, or international laws, or any regulations or requirements having the force of law;
d) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
e) Solicit personal information from anyone under the age of 18;
f) Harvest or collect email addresses or other contact information of other users from our Platform or Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
g) Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
h) Further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
i) Obtain, or otherwise attempt to access or obtain, any materials or information through any means not intentionally made available or provided for through our Platform or Service.

23. Territorial Restrictions
‍Software available in connection with our Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from our Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using our Services is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all domestic and foreign laws regarding your use of our Services, including as it concerns online conduct and acceptable Content.

24. No Commercial Use
‍Unless otherwise expressly authorized in these Terms or in our Services, you agree not to use, display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes our Platform or any part of our Services, including use of or access to our Services, or those of third parties.

25. Illegal Transactions and Internet Gambling
‍You must not use our Platform, Services, or your Account, for any illegal, fraudulent, other prohibited activity or, regardless of whether it is legal or illegal, for internet gambling. You must not use your Account to fund any account that is set up to facilitate internet gambling.We have no obligation to monitor, review or evaluate the legality of any transaction, however, transactions in your Account are subject to review and can be delayed or frozen if we identify an issue. Such delay or freezing of your Account may impact your Account balance. We may deny any transaction or refuse to accept any deposit that we believe is related to illegal activity or online gambling or for any other reason at our discretion. In addition, such funds may potentially be subject to investigation by one or more federal law enforcement agencies. Additionally, we also reserve the right to block, suspend, or cancel your Account if, as a result of our policies and processes, we detect what we reasonably believe to be fraudulent, suspicious, or criminal activity or any activity inconsistent with the Terms. If we exercise any of the rights under this Section 19, we will incur no liability to you because of any resulting unavailability of the funds in your Account or your inability to initiate transactions.

26. Intellectual Property Rights 
‍26.1. Services Content, Software, and Trademarks
You acknowledge and agree that our Services may contain Content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on our Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (defined in Section 20.3) that you legally Upload to our Services. In connection with your use of our Services you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by us from accessing our Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (for example, by masking your IP address or using a proxy IP address). Any use of our Services or the Services Content other than as specifically authorized in these Terms is strictly prohibited. The technology and software underlying our Services or distributed in connection with our Services are the property of Parallax, our affiliates, and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted in these Terms are reserved by us. The Parallax name and logos are our trademarks and service marks (collectively, the “Parallax Trademarks”). Other product and service names and logos used and displayed via our Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing in these Terms, any Additional Terms or our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Parallax Trademarks displayed on our Services, without our prior written permission in each instance. All goodwill generated from the use of Parallax Trademarks will inure to our exclusive benefit.

26.2. Third Party Material
Under no circumstances will we be liable in any way for any Content or materials of any third parties (including users), including for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. You acknowledge that we do not pre-screen Content, but that we and our designees will have the right (but not the obligation) in our and their sole discretion to refuse or remove any Content that is available via our Services. Without limiting the foregoing, we and our designees will have the right to remove any Content that violates these Terms or is deemed by us, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

26.3. User Content Transmitted Through Our Services
With respect to the Content or other materials you Upload through our Services or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title, and interest in and to such User Content, including all copyrights and rights of publicity. By Uploading any User Content you grant us and our affiliates a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content solely in connection with the operation of our Services in any form, medium, or technology now known or later developed. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about our Services, submitted by you to us are non-confidential, and we will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You understand that the technical processing and transmission of our Services, including your User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

27. Fees and Limits
All pricing and fees are set forth in our Platform (“Pricing and Fees”).  The Pricing and Fees are incorporated herein and by reference form a part of these Terms.  You agree to pay all Pricing and Fees and your continued use of the Services indicate your continued acceptance of the Pricing and Fees. You agree to pay the fees applicable with the services. We reserve the right to alter our fees at any time. We reserve the right to change our prices. Any price change will immediately go into effect and each transaction you make after a price change will reflect the price change. We may also include price changes in our Frequently Asked Questions. 

You are responsible for all taxes associated with the Services. We may, in our sole discretion, impose limits on the amount and/or number of payments you may send and receive or the amount you may withdraw. If you would like to increase these limits, you may go through our process as outlined in our Frequently Asked Questions or reach out to support@withparallax.com. We may ask for additional information and documentation. All decisions related thereto will be made in our sole discretion and in accordance with our compliance policies and procedures.

23. Promotional Pricing.
Parallax, at its sole discretion, may make promotional offers with different features and different pricing to any of Parallax’ customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. If we deem that you are abusing the promotional pricing, we may, in our sole discretion, take appropriate actions related to your account including, but not limited to, deactivating your account.

24. Deactivating Your Account
‍You agree to immediately notify us if you want to deactivate your Account.  You may deactivate your Account at any time and for any reason by contacting us via email at support@withparallax.com and by confirming details for the deactivation of your account.

We recommend that you withdraw any funds you may have in your Account prior to submitting a request to deactivate the Account to avoid delays in receiving your funds.  You agree to hold us harmless for honoring or refusing to honor any transaction on a deactivated Account. If you elect to deactivate your account, you will have to transfer your Digital Assets to a non-Parallax wallet or otherwise withdraw any funds you have. You have the right to ask for your private key information during Account closure. Parallax reserves the right to refuse to return any remaining balance less than $30.00.

Both Parallax and/or our Partners may, in their sole discretion and without any cost or liability to you, with or without prior notice and at any time (a) suspend, modify, or terminate, temporarily or permanently, your access to the Services or all or a portion of the Services; (b) establish certain transaction limits or trading limits; or (c) terminate your Account, in each case with or without reason.
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You acknowledge that while your Account is no longer active, Parallax and/or Partners will keep records of your Account, transaction history and other information for a period of at least 5 years from Account closure to comply with record retention and compliance policies.

25. Indemnity and Release
‍You agree to release, indemnify, and hold us, our third party product providers, our and their affiliates, officers, employees, directors, and agents harmless from any and all losses, damages, judgments, settlements, fines, penalties, fees, costs and expenses, including reasonable attorneys’ fees, claims, actions of any kind, proceedings, and injury (including death) arising out of or relating to your use of our Platform and Services, any Content, your connection to our Services, your violation of these Terms, or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

26. Disclaimer of Warranties
‍YOUR USE OF OUR PLATFORM AND SERVICES IS AT YOUR SOLE RISK. OUR PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT OUR PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT OUR PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR PLATFORM OR SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, PLATFORM, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH OUR PLATFORM OR SERVICES WILL MEET YOUR EXPECTATIONS.

27. Limitation of Liability
‍YOU EXPRESSLY UNDERSTAND AND AGREE THAT PARALLAX, ITS PARTNERS, AND ANY THIRD PARTY PRODUCT PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PARALLAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (a) THE USE OR THE INABILITY TO USE OUR PLATFORM OR SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR PLATFORM OR SERVICES; (c) UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; (e) ANY ACTS OR OMISSIONS MADE BY YOUR INTERNET SERVICE PROVIDER OR OTHER THIRD PARTY WITH WHOM YOU HAVE CONTRACTED TO GAIN ACCESS TO THE SERVER THAT HOSTS THE PLATFORM OR SERVICE; OR (f) ANY OTHER MATTER RELATING TO OUR PLATFORM OR SERVICES. IN NO EVENT WILL PARALLAX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID PARALLAX IN THE LAST 3 MONTHS OR, IF GREATER, $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

PARALLAX HAS NO OBLIGATION TO MAINTAIN YOUR ACCOUNT USERNAME, PASSWORD, PERSONAL IDENTIFICATION NUMBER, SECURITY FILE OR ANY OTHER MEANS OF ACCESSING YOUR ACCOUNT.  THE COMPANY SHALL NOT BE LIABLE IF YOU MISPLACE, FORGET, OR LOSE YOUR ACCOUNT USERNAME, PASSWORD, PERSONAL IDENTIFICATION NUMBER, SECURITY FILE OR ANY OTHER MEANS OF ACCESSING YOUR ACCOUNT BECAUSE OF ANYTHING OTHER THAN PARALLAX’S NEGLIGENCE.

WE SHALL NOT BE LIABLE TO YOU IN ANY WAY WHATSOEVER FOR THE TRANSFER OF ANY AND ALL DIGITAL ASSETS IF YOU PROVIDE US WITH ANY INCORRECT AND/OR INCOMPLETE PUBLIC KEY AND/OR VIRTUAL WALLET ADDRESS DETAILS.  IN ADDITION, WE SHALL NOT BE LIABLE TO YOU IN ANY WAY WHATSOEVER FOR THE TRANSFER OF ANY AND ALL FIAT MONEY IF YOU PROVIDE US AND/OR OUR PARTNERS, AS APPLICABLE, WITH ANY INCORRECT AND/OR INCOMPLETE PAYMENT DETAILS.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR PLATFORM OR SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR PLATFORM AND SERVICES.

28. Termination
You agree that we, in our sole discretion, may suspend, restrict access to, or terminate your Account or use of our Platform or Services, including but not limited to canceling or suspending certain transactions, and remove and discard any Content within our Services, for any reason, including for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of our Services may be referred to appropriate law enforcement authorities. Any mistreatment or disrespect of Parallax employees, misuse of our system or abuse of policies outlined here are grounds for termination. You agree that any termination of your access to our Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or our Services, subject to applicable law. Further, you agree that we will not be liable to you or any third party for any termination of your access to our Services.

29. Interactions with Other Users You agree that you are solely responsible for your interactions with any other users in connection with our Services, and we will have no liability or responsibility with respect your interactions. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of our Services.

30. NoticeA ny written notice you give us is effective when we actually receive it, and it must be given to us according to the specific delivery instructions provided, if any. If no delivery instruction is provided, notice must be given by emailing us at support@withparallax.com. We must receive it in time to have a reasonable opportunity to act on it.  Written notice we give you is effective when it is deposited in the U.S. mail with proper postage and addressed to your mailing address we have on file or emailed to you at the email address we have on file for you. To the extent permitted by law, you waive any notice of non-payment, dishonor or protest regarding any items credited to or charged against your Account.

31. Entire Agreement; Governing Law and Jurisdiction; Waiver; Severability
‍These Terms and any Additional Terms constitute the entire agreement between you and us and govern your use of our Platform or Services, superseding any prior agreements between you and us with respect to our Platform or Services. You also may be subject to additional terms and conditions that may apply when you use affiliate, Partner, or third-party services, third party Content, or third-party software.

These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth below, you and we agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Platform or Services or these Terms must be filed within 1 year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.  If we decide to make a special exception and waive your obligation to follow any part of these Terms, we will notify you in writing.

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. 

32. AssignmentThese Terms are specific to the relationship between you and Parallax. You may not assign these Terms without our prior written consent, but we may assign or transfer these Terms, in whole or in part, without restriction.

33. Dispute Resolution by Binding Arbitration; Class Action Waiver
‍PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
32.1. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration Section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Parallax, whether arising out of or relating to these Terms (including any alleged breach), our Platform or Services, any advertising, any aspect of the relationship, or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Parallax are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not by a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

32.2. Class Action Waiver
YOU AND PARALLAX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PARALLAX AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS.

32.3. Pre-Arbitration Dispute Resolution; Required Notice to Parallax
Parallax is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing customer support at support@withparallax.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send a written Notice of Dispute (“Notice”) to the other party. The Notice to Parallax should be emailed to support@withparallax.com(“Notice Address”) with “Notice of Dispute” in the subject line. Parallax will send the Notice to you by certified mail to the last address on record in your Account.  The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If you and Parallax do not resolve the claim within 60 calendar days after the Notice is received, you or Parallax may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Parallax or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you are or Parallax is entitled.

32.4. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Parallax and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of each’s ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Parallax agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

32.5. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Parallax will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Parallax will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Parallax will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

32.6. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator will be strictly confidential for the benefit of all parties.

32.7. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than Section 32.2) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 32.2 are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

32.8. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Parallax agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of our Platform or Services, you may reject any such change by sending Parallax written notice within 30 calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

34. Contact Us
‍If you wish to ask any question related to the Platform, Service, or these Terms, you may contact us by email at support@withparallax.com.