Last updated: Aug 15, 2024
Welcome to Rocko! These terms of service, together with any documents and additional terms they expressly incorporate by reference (collectively, these "Terms"), are entered into between Rocko Inc. ("Rocko," "we," "us" and "our") and you or the company or other legal entity you represent ("you" or "your") and constitute a binding legal agreement. By accessing or using our Services (defined below), you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in the Section entitled Dispute Resolution and Arbitration. That provision provides expressly that you and Rocko agree to arbitrate certain claims instead of going to court and that you will not bring class action claims against Rocko. If you do not agree to be bound by these Terms, you have no permission to and may not access or use our Services.
Rocko is a technology company that makes certain software services accessible to users on its application ("App") which is found at https://rocko.co. The Rocko App enables users to (i) create an externally-owned account (commonly referred to as a wallet, EOA, or embedded wallet) on the Ethereum network to store and transfer digital assets as well as sign transactions for their smart contract wallet(s); (ii) create and instruct a smart contract wallet on the Ethereum network (the "Rocko Smart Wallet" and together with ; the externally-owned account, the "Rocko Wallets" or "Rocko Wallet") and/or certain networks or systems built on top of the Ethereum network ('Ethereum Layer 2 Networks", "Layer 2", "Rollup"); (iii) access and interact with third-party decentralized finance protocols that exist on public blockchains such as Ethereum or Ethereum Layer 2 Networks ("DeFi Protocols"); (iv) broadcast transactions generally for the purpose of transferring, borrowing, or repaying funds; (v) link third-party accounts and pass instructions to those third-parties for purposes of using the Services; (vi) access tools such as alerts to help manage their loans and (vii); access additional functionality as Rocko may add to the App from time to time (collectively the "Services").
You must be able to form a legally binding contract online either on behalf of a company or as an individual. Accordingly, you represent that: (a) if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind the company or other legal entity to these Terms; and (b) you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full right, power and authority to enter into and to comply with the obligations under these Terms.
In addition to the foregoing, you represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction that is embargoed and/or sanctioned by the United States or where your use of the Services would be illegal or otherwise violate any applicable laws or regulations, including but not limited to those promulgated by the United Nations Security Council, Singapore, the United Kingdom, the United States (including those prohibiting dealings with sanctioned persons identified by the U.S. Department of the Treasury's Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons ("SDN"), or other U.S. non-SDN restricted or prohibited parties lists, and those prohibiting dealings with persons organized, resident, or located in comprehensively sanctioned jurisdictions), and/or any other applicable national, provincial, federal, state, municipal or local laws and regulations (each as amended from time to time). Specifically, you represent that you are not located in, organized in, or a resident of Cuba, Iran, Syria, North Korea, Russia, the Crimea region, Venezuela, or any other jurisdiction where applicable law prohibits you from accessing or using the Services; and you represent that you are not be named on the Office of Foreign Asset Control of the U.S. Department of the Treasury's Specially Designated and Blocked Persons List.
By checking the box for "Accept terms" or by accessing the App or using any or all of the Services, you agree to be bound by these Terms.
Please refer to our privacy policy available at https://rocko.co/privacy for information about how we collect, use, share and otherwise process information about you.
You acknowledge and agree that your use of the Services is subject to the Rocko Privacy Policy. You further agree that we may collect, use and/or disclose your information (including any personal data you provide to us) in accordance with the Rocko Privacy Policy.
We may modify the Terms at any time at our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Site, by providing you a notice through the App, or through other methods of communication which we deem reasonable. The modified Terms will be effective at the time they are posted on the Site. It's important that you review the Terms whenever we modify them because if you continue to use the Services after we have modified the Terms, you are agreeing to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you may not use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
You may use the Services if you are 18 years or older and are not barred from using the Services under applicable law.
If you want to use the Services you'll have to create an account ("Account") via the App. You agree that you won't disclose your Account credentials to anyone and you'll notify us immediately of any unauthorized use of your Account. If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you, your Account, and/or Rocko, you must notify Rocko Support immediately at support@rocko.co and provide accurate and up to date information throughout the duration of the incident. You're responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you know about them. We reserve the right to suspend or terminate your Account, including if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these terms.
We also reserve the right to, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Services, with or without prior notice.
You are solely responsible for the retention and security of your Account Credentials, any applicable private keys, and recovery method(s) you set up. Your Account Credentials and any recovery method(s) you set up are the only way to access your private key and the cryptocurrency associated with your Account. Anyone that has access to your Account Credentials or recovery method(s) can access your cryptocurrency and initiate transactions. IF YOU LOSE YOUR ACCOUNT CREDENTIALS AND/OR RECOVERY METHODS, YOU WILL NOT BE ABLE TO ACCESS YOUR CRYPTOCURRENCY ON THE APP. YOU ACKNOWLEDGE THAT ROCKO DOES NOT STORE AND IS NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF YOUR ACCOUNT CREDENTIALS, PRIVATE KEY, OR RECOVERY METHODS. YOU AGREE TO HOLD ROCKO AND ITS AFFILIATES HARMLESS FOR ANY LOSSES ARISING FROM THE LOSS OR COMPROMISE OF YOUR ACCOUNT CREDENTIALS AND/OR RECOVERY METHODS. YOU AGREE THAT ROCKO AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY WAY IF YOU LOSE YOUR ACCOUNT CREDENTIALS AND/OR RECOVERY METHODS AND YOU CANNOT ACCESS YOUR CRYPTOCURRENCY.
You agree to use the Services solely for lawful purposes and in accordance with these Terms.
You agree not to use the Services in ways that:
You represent and warrant that you:
You hereby assume, and agree that Rocko will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Rocko, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.
Without limiting the foregoing, to the fullest extent permitted by applicable law, you shall bear all risk of loss for any digital assets held in your Rocko Wallets or any other wallet created in correlation with the Services (collectively "Wallets"). Rocko will have no liability for any loss or theft of your digital assets held in your Wallets. By using Wallets in connection with the Services, you agree that you are using such Wallets under the terms and conditions of the applicable providers of such Wallets and that you are the lawful owner of such Wallets. You are solely responsible for keeping your Wallets and any private keys necessary to decrypt your Wallets secure. We have no ability to help you access or recover your private keys for your Wallets. We accept no responsibility or liability to you in connection with your use of Wallets, and we make no representations or warranties regarding how the Services will operate with any specific Wallets or other Ethereum wallets.
Rocko is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using the Services. Neither our communications nor any information that we provide to you is intended as, or shall be considered or construed as, advice.
By using or downloading any of the Services that require payment, you agree to pay the applicable fees specified below or within the App, which are incorporated herein by reference. We may use a third party payment service to bill you through an online account for your fees, as applicable, in lieu of directly processing your credit card information. By submitting your payment account information, you grant us the right to store and process your information with the third party payment service, which may change from time to time; you agree that we will not be responsible for any failure of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third party payment service in addition to the terms and conditions of this Agreement. You agree that we may change the third party payment service and move your information to other service providers that encrypt your information using transport layer security (TLS) or comparable security technology. Other than as may be expressly set forth on our website or in the App, as updated from time to time, we will have no obligation to provide refunds or credits but may grant them in certain circumstances in our sole discretion.
By using the Services and finalizing a loan and/or loan increase, you understand you are authorizing a transaction from your Rocko Smart Wallet to Rocko for the fee to use the Services (Service Fee). The Service Fee will be taken out of the amount transferred to your Rocko Smart Wallet and will be payable in the same cryptocurrency as the collateral for your loan or another cryptocurrency as designated by Rocko. You are responsible for ensuring that you send enough cryptocurrency to your Rocko Smart Wallet to cover this amount. To calculate the Service Fee for a transaction, a percentage is applied towards the loan amount of the transaction based on the fee tier it falls within. Loan amounts are calculated in US dollars based on a 1:1 ratio with USDC and will be rounded up to the nearest cent. The Service Fee is originally calculated in US dollars but will be converted into a designated cryptocurrency at the current market price at or near the time of finalizing your loan or loan increase as provided by CoinMarketCap. It may be rounded up to the nearest cent. You understand that if you do not pay the Service Fee when due, your proposed transaction may fail and you forfeit your right to use the Services.
| Loan Amount | Fee Tier | Percentage |
|---|---|---|
| > $0 | 1 | 1% |
Example 1:
A first-time user originating a 250 USDC loan would incur a fee of $2.50. If the designated cryptocurrency for the fee payment was ETH and the price of ETH was $3,050 at that time, then the fee due to Rocko would be 0.000819672131147541 ETH.
Example 2:
A first-time user originating a 10,000 USDC loan would have $10,000 assessed at 1% for a total of $100 in fees. If the designated cryptocurrency for the fee payment was ETH and the price of ETH was $3,500 at that time, then 0.028571428571428600 ETH would be due.
In addition to the fees described above, you may also incur charges and fees from third parties for use of any third party services linked to or accessed through the Services. For example, you may be charged fees by the decentralized applications that you access via the Services, including fees to borrow assets. Additionally, you may incur charges from third parties to process transactions on the Ethereum network or any Ethereum Layer 2 Networks (commonly known as gas fees). You may also incur charges from third parties through transferring digital assets from one blockchain network to another. Third party fees are not charged by Rocko and are not paid to Rocko. Under no circumstances shall Rocko incur any liability of any kind to you arising from or relating to fees charged to you by such third parties linked to or accessed through the Services. FAILING TO PAY THIRD PARTY FEES MAY IMPACT YOUR USE OF THE SERVICES, INCLUDING LEADING TO LOSS OF FUNDS AND CAUSING BLOCKCHAIN TRANSACTIONS TO FAIL.
In addition, it is your responsibility to ensure you have sufficient funds or digital currency in your designated bank account or Rocko Wallets to complete any purchases, pay any third party fees, or make other required payments using the Services. You are responsible for any non-sufficient funds or overdraft fees imposed by third parties.
You are solely responsible to pay any and all sales, use, value-added, and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Except for income taxes levied on us, you: (a) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services; (b) will pay or reimburse Rocko for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts levied in lieu thereof based on charges set, services performed, or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local, or any other taxing jurisdiction; and (c) will not be entitled to deduct the amount of any such taxes, duties, or assessments from payments (including transaction fees) made to us pursuant to this Agreement. Neither this Agreement nor any other communication from us constitutes tax advice, and you are solely responsible for determining what, if any, taxes apply to your use of the Services.
The Services enable you to interact with DeFi Protocols through a native frontend software link within the App.
When using the Services, with the exception of transferring payment for the Service Fee, you understand that you are at no time transferring your assets to Rocko or any of its Affiliates and that we are not interacting with DeFi Protocols on your behalf. We provide access to DeFi Protocols only as a convenience, do not have control over their content, and do not recommend, warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, services, or assets on or accessible from those DeFi Protocols (including any related websites, resources or links displayed therein). You are solely responsible for any fees or costs associated with accessing DeFi Protocols.
We make no warranties or representations, express or implied, about such linked DeFi Protocols, the third parties they are owned and operated by, the information contained on them, the suitability of their products or services, or the assets they make accessible. You acknowledge sole responsibility for and assume all risk arising from your use of and interaction with any DeFi Protocols. DeFi Protocols, such as Compound, may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss. Rocko and its affiliates shall not bear any liability, whatsoever, for any damage caused by any DeFi Protocols or your access to and use of such DeFi Protocols. You should use care in linking your Ethereum Wallet or any other wallet with any DeFi Protocols or otherwise providing any third parties with access to your App. YOU AGREE THAT ROCKO AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSSES OR OTHER DAMAGES ARISING FROM YOUR INTERACTION OR USE OF DEFI PROTOCOLS.
The Services enable you to create wallets and smart contract wallets on the Ethereum network and/or Ethereum Layer 2 Networks through third-party wallet services ("Wallet Services").
When using the Services, you understand that Rocko does not have control nor custody of your assets at any time. Additionally, you understand that at no time are transferring your assets to Rocko or any of its Affiliates.
We provide access to Wallet Services only as a convenience, do not have control over their content, and do not recommend, warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, services, or assets on or accessible from those Wallet Services (including any related websites, resources or links displayed therein). You are solely responsible for any fees or costs associated with accessing Wallet Services.
We make no warranties or representations, express or implied, about such linked Wallet Services, the third parties they are owned and operated by, the information contained on them, the suitability of their products or services, or the assets they make accessible. You acknowledge sole responsibility for and assume all risk arising from your use of any Wallet Services. Rocko and its affiliates shall not bear any liability, whatsoever, for any damage caused by any Wallet Services or your access to and use of such Wallet Services.
We welcome feedback, comments, ideas, and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by contacting us at https://rocko.co/contact. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
As between you and Rocko, Rocko owns the Services, including all technology, content and other materials used, displayed or provided on its website or in connection with the Services (including all intellectual property rights subsisting therein). Rocko hereby grants you a limited, revocable, non-transferable, license to access and use those portions of the Services that are proprietary to Rocko.
Any of Rocko's product or service names, logos, and other marks used in the Services, including Rocko's name and logo are trademarks owned by Rocko, its Affiliates or its applicable licensors. You may not copy, imitate or use them without Rocko's (or the applicable licensor's) prior written consent.
We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services, in whole or in part, or terminate your Account, for any reason whatsoever, including, but not limited to, as a result of a security incident.
We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination of the Services or your Account, for any reason, of your access to all or any portion of the Services.
The following sections will survive any termination of your access to the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: I, IV.B, V, and VII through XVIII.
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on our website or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact our support team to request additional electronic copies of our Communications by filing a support request at support@rocko.co.
You will defend, indemnify, and hold harmless us, our Affiliates, and our and our Affiliates' respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to (a) your use of, or conduct in connection with, the Services; (b) Ethereum and/or Layer 2 Blockchain assets associated with your Ethereum Address and/or Address on an Ethereum Layer 2; (c) your use of any DeFi Protocols; (d) any feedback or user content you provide to our website or APP, if any; (e) your violation of these Terms; or (f) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Rocko (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Rocko wishes to settle, and if so, on what terms.
Rocko is a developer of software. Rocko is not a bank, financial institution, or other lender and does not take custody of digital assets. Rocko does not operate a digital asset exchange platform or execute peer-to-peer transactions through DeFi Protocols and therefore has no oversight, involvement, or control with respect to your transactions, which are executed through the Ethereum Blockchain and/or a Layer 2. DeFi Protocols are autonomous decentralized web protocols deployed to public blockchains like the Ethereum Blockchain that operate in a disintermediated fashion, and, as such, Rocko does not participate in any of these transactions. In each instance, when you interact with a DeFi Protocol, you are interacting with a smart contract that facilitates loans of digital assets. During or after transactions through use of the Services, small amounts of cryptocurrency ("dust") may be left in your Rocko Wallets, DeFi protocols, or other wallet addresses. Rocko has no liability or responsibility to help you transfer or recover these funds.
You are responsible for complying with all laws and regulations applicable to your transactions, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission ("CFTC"), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC"), and the Bank Secrecy Act and the regulation promulgated thereunder by the U.S. Department of Treasury Financial Crimes Enforcement Network ("FinCEN").
You understand that Rocko is not registered or licensed by the CFTC, SEC, FinCEN or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of Rocko software. This website and Rocko software do not constitute advice or a recommendation concerning any commodity, security or other asset. Rocko is not acting as a loan broker, investment adviser, or commodity trading adviser to any person.
Rocko does not own or control the underlying software protocols that enable DeFi Protocols to function. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. Rocko is not responsible for operation of the underlying protocols, and Rocko makes no guarantee of their functionality, security, or availability.
To the maximum extent permitted under applicable law, the Services (and any of their content or functionality) provided by or on behalf of Rocko are provided on an "AS IS" and "AS AVAILABLE" basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Services (including any data relating thereto) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the Services are correctable or will be correctable.
You acknowledge that your data on our website or App may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.
The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the applicable law of the jurisdiction in which you reside.
In no event shall we (together with our Affiliates, including our and our Affiliates' respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever, or for any damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit arising out of or in connection with the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Ether or Tokens, or any other product, service or other item provided by or on behalf of Rocko, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder nor is Rocko in any way responsible for the execution or settlement of transactions between users of Rocko software.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ROCKO AND ITS AFFILIATES SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN CREDENTIALS OR FUNDS, OR COMPROMISE OR LOSS OF YOUR LOGIN OR AUTHENTICATION CREDENTENTIALS OR TOKENS FOR THIRD-PARTY SERVICES THAT INTERACT WITH THE ROCKO APP, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR RECOVERY METHODS OR PRIVATE KEYS, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO ANY DIGITAL ASSET NETWORK, OR THE FAILURE OF ANY MESSAGE TO SEND OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ETHER OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON A DIGITAL ASSET NETWORK. ROCKO SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ROCKO HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
ROCKO MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES, INCLUDING RISK OF LOSS FOR ASSETS TRADED THROUGH SUCH THIRD-PARTY SERVICES. ROCKO SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH THE APP, SITE OR SERVICES, INCLUDING ANY DEFI PROTOCOLS
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES RELY ON EMERGING TECHNOLOGIES, SUCH AS DIGITAL TOKENS AND BLOCKCHAINS. BY USING THE SERVICES YOU REPRESENT THAT YOU UNDERSTAND THE RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED TECHNOLOGIES. YOU ACKNOWLEDGE AND AGREE THAT ROCKO DOES NOT OPERATE ANY BLOCKCHAIN PROTOCOL OR DEFI PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON YOUR BEHALF. YOU FURTHER ACKNOWLEDGE THAT BLOCKCHAIN PROTOCOLS AND DEFI PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND SECRET RECOVERY METHODS MUST BE KEPT SECRET AT ALL TIMES, THAT ROCKO WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR SECRET RECOVERY METHODS. YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS, ESPECIALLY THOSE RESPONDING TO SOLICITATIONS AND OTHER PROMPTS FROM THIRD PARTIES. YOU AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT IN ANY JURISDICTION OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING THE SERVICES. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICES TO INTERACT WITH BLOCKCHAIN PROTOCOLS OR DEFI PROTOCOLS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL ROCKO'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Rocko and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial.
You and Rocko agree that any dispute arising out of or related to these Terms or our Services is personal to you and Rocko and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Except for small claims disputes in which you or Rocko seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Rocko seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Rocko waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Rocko or relating in any way to the Services, you agree to first contact Rocko and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to Rocko by email at support@rocko.co or by certified mail addressed to 767 Broadway #1294, Manhattan, NY 10003. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Rocko cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York City, New York, in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and Rocko agree that these Terms affect interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, Rocko, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and Rocko agree that for any arbitration you initiate, you will pay the filing fee and Rocko will pay the remaining JAMS fees and costs. For any arbitration initiated by Rocko, Rocko will pay all JAMS fees and costs. You and Rocko agree that the state or federal courts of the State of New York and the United States sitting in New York City, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Rocko will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by emailing us at support@rocko.co. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with this Section.
If any portion of this Section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 12 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section will be enforceable.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Services that is not subject to arbitration under the Dispute Resolution and Arbitration section above shall be filed only in the state or federal courts in New York City, New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Any right or remedy of Rocko set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under applicable law, at law or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect. We will have no responsibility or liability for any failure or delay in performance of the website or App or any of the 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, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. You may not assign or transfer any right to use the App or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval. Headings of sections are for convenience only and shall not be used to limit or construe such sections. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the App and the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.