Thank you for your interest in Fiant’s services. These Terms of Service (“Terms”) are a legal agreement between you (“you,” “your”, “user”) and Provenance Technologies, Inc. dba Fiant (“PTI,” “Fiant,” “we,” “our” or “us”) and govern your use of Fiant’s services, including websites, mobile applications, software, hardware, and other products and services (collectively, the “Services”). By using the Services, you agree that you have read, understand, and accept all the terms and conditions contained in these Terms.

If you are an individual, you must be a resident of the United States or one of its territories or of Canada, and at least 18 years old, or the age of the majority in your state of residence to use the Services. If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms, and that business accepts.

WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MODIFY THESE TERMS OF SERVICE OR MODIFY, SUSPEND, OR TERMINATE ANY FEATURES OF THE SERVICES AT ANY TIME. IF WE MAKE MATERIAL CHANGES TO THESE TERMS, WE WILL PROVIDE YOU WITH NOTICE OF SUCH CHANGES BY SENDING YOU AN EMAIL OR PROVIDING NOTICE THROUGH THE WEBSITE OR OUR SERVICES. YOUR CONTINUED USE OF THE WEBSITE OR OUR SERVICES WILL CONFIRM YOUR ACCEPTANCE OF THE CHANGES, WHICH WILL TAKE EFFECT IN ACCORDANCE WITH OUR NOTICE TO YOU OR AS OTHERWISE REQUIRED BY APPLICABLE LAW. IF YOU DO NOT AGREE TO THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING OUR SERVICES.

​YOU AND WE AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION IN THE MANNER SPECIFIED IN SECTION 13 BELOW AND THAT YOU AND WE WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW.

YOU AND WE FURTHER AGREE THAT EACH 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. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

​YOU CONSENT TO ENTERING INTO THESE TERMS ELECTRONICALLY, AND TO STORAGE OF RECORDS RELATED TO THESE TERMS IN ELECTRONIC FORM.

1. PTI Services

These Terms set forth the rules and guidelines that govern your use of the Services. PTI will use commercially reasonable efforts to remit payments successfully received by PTI from you to the relevant recipient in accordance with your instructions. By using the Services, you authorize PTI to accept and remit payments on your behalf through the Services. The Services require you to create an account with PTI. If you are not signed into your account, you might not be able to access some portions or features of the Services. When creating an account, you agree to provide only accurate and complete information, and to keep your mailing address, email address and other contact information current in your PTI account profile. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, or any other codes that you use to access your PTI account and the Services. You must immediately notify PTI if you discover or otherwise suspect any unauthorized access to or use of your PTI account. You may not allow anyone else to use your PTI account, and we do not recognize or allow the transfer of accounts between users. You may not, and may not offer to, purchase, sell, gift, or trade any PTI account. Any such attempt shall be immediately null and void and may result in the termination and forfeiture of the PTI account. In response to a violation of these Terms by a user, PTI may, without derogation to any other rights and remedies, suspend or terminate the user’s PTI account or access to the Services.

PTI may act as the merchant for digital items that you purchase on a Partner’s platform, such as Forte, or from a game developer on Forte platform, using the Services. If PTI is identified as the “merchant” in the checkout flow, then you should contact PTI for your customer support needs. PTI’s customer support can be reached through support@fiant.io.

In the event that PTI offers any stored value product now or in the future, you may store funds or digital tokens electronically. If enabled, you may request to withdraw funds or digital tokens electronically to an external bank account or hosted wallet. Requests for withdrawal of funds or digital tokens will be processed within 14 days of receipt by PTI of any tax reporting paperwork required by law and/or any other documents that may be required. To the extent applicable law requires that withdrawal requests be processed in a shorter period of time than 14 days, PTI will process such withdrawal requests in accordance with such applicable law requirements.

​2. Anti-Money Laundering Compliance

PTI is licensed with various U.S. states and registered with the Financial Crimes Enforcement Network (FinCEN) as a Money Services Business. In order to use the Services, you agree to provide us with the information we request for the purposes of identity and jurisdictional verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes, and permit us to keep a record of such information.

The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, picture verification (e.g., selfie), and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information (collectively, “Personal Information”). You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. This authorization is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. In the event you close your account with us, you may request to withdraw any funds remaining in your account. Such requests will be processed in accordance with these Terms and as required by applicable law. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with laws or regulations. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic.

You agree to keep us updated if any of the information you provide changes. When we carry out these inquiries, you acknowledge and agree that we may disclose your Personal Information to credit reference, fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. Further, you authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to PTI or any of our service providers for as long as you receive the Services, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for more information.

You are responsible for providing accurate and complete information in response to our questions, and you must keep that information updated and current. You are completely responsible for all activity that occurs through your interaction with the Services, which includes any actions taken by persons to whom you have granted access to your login information to access the Services. We reserve the right to change the account type, suspend or terminate the access to the Services of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration maintenance requirements.

3. Digital Assets and Partner Platforms

Through our partners, such as gaming platforms and game developers (collectively, “Partner” or “Partners”), you may have the opportunity to earn, buy, trade, donate, exchange and otherwise use various digital currencies, non-fungible tokens and other digital items (“Digital Assets”). DIGITAL ASSETS IN ANY FORM ARE NOT LEGAL TENDER AND ARE NOT BACKED BY ANY GOVERNMENT, AND THEY ARE NOT SUBJECT TO PROTECTIONS OR INSURANCE PROVIDED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES INVESTOR PROTECTION CORPORATION.

Legislative and regulatory changes or actions at the State, Federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets. Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the you initiate the transaction; The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear. There is no assurance that any party who accepts a virtual currency as payment today will continue to do so in the future. The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time. The nature of virtual currency may lead to an increased risk of fraud or cyber attack. The nature of virtual currency means that any technological difficulties experienced by the licensee may prevent the access or use of a customer’s virtual currency. Any bond or trust account maintained by PTI for the benefit of its customers may not be sufficient to cover all losses incurred by customers.

While a website connected to the Services may provide information about the estimated market value of Digital Assets, the real-world fiat value of all Digital Assets are subject to volatility and change, and such Digital Assets could lose their value, both on an individual as well as a network-wide basis. PTI does not directly control and is not responsible for the value of any Digital Assets and makes no guarantee, express or implied, of their value in any fiat currency. PTI also makes no representation or warranty regarding the accuracy or timeliness of any information regarding the value of any Digital Assets presented through the Services, and you agree that PTI shall no liability of any kind with respect to such information.

In addition, you acknowledge that PTI does not offer securities-related services in the United States or to U.S. persons and is not registered with the U.S. Securities and Exchange Commission. PTI does not provide investment, financial, tax, or legal advice. The information and applications provided in connection with the Services does not constitute investment advice, financial advice, trrefading advice, or any other sort of advice, and should not be treated by any user as such. PTI makes no recommendation and does not provide any advice about the actual present fiat value of any Digital Asset.

4. Termination

Your rights under these Terms and your rights to use our Services automatically terminate if you fail to comply with any aspect of our Terms. In addition, PTI in its sole discretion may terminate these Terms and/or terminate, suspend or modify your account or your access to the Services, with or without notice to you, at any time for any reason. You may terminate these Terms and/or your account at any time upon written notice to PTI, and upon such termination you shall lose the right to access or use the Services. Sections 5, 6, 10, 11, 13, 14 and 15 will survive any termination of these Terms.

5. Jurisdictional Issues and Taxes

You are responsible for compliance with all applicable laws. We reserve the right to limit the availability of the Services to any person or geographic area at any time. Any software or services offered on or through the Services may be subject to United States export controls. No software may be downloaded or otherwise exported or re-exported: (i) into any U.S. embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. As a condition of using the Services, you represent and warrant that: (x) 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 (y) you are not listed on any U.S. Government list of prohibited or restricted parties.

Additionally, you are solely responsible for any and all duties, taxes, levies or fees (including any sales, use, third-party transaction fees (including but not limited to currency conversion fees), or withholding taxes) imposed on or in connection with use of the Services by any taxing authority.

PTI’s federal, state, and local reporting obligations are not limited to payments you receive for transactions. If you receive any type of income (for example, proceeds from the sale of cryptocurrency), then these are reportable payments by relevant tax authorities, and PTI will send you any tax reporting forms PTI is required to send by applicable law, such as a Form 1099s. These forms will also be provided to the relevant tax authority. For the avoidance of doubt, you have tax reporting and payment obligations regardless of whether you receive a tax reporting form from PTI and compliance with all such obligations is solely your responsibility.

6. Restrictions

You agree not to directly or indirectly take or attempt to take, or permit any third party, directly or indirectly to take or attempt to take, actions to:

​a) Monitor, data mine, index, or access any material or information on any PTI system using any manual process or robot, spider, scraper, or other automated means;

1. b) Use any tool to enable features or functionalities that are otherwise disabled in the Services or to bypass or circumvent any technical limitations of the Services, or modify, decompile, disassemble, reverse engineer the Services, or determine or attempt to determine any source code, algorithms, methods or techniques used or embodied in the Services;
2. c) Interfere with the proper working of the Services, prevent access to or use of the Services by other users, or impose an unreasonable or disproportionately large load on our infrastructure;
3. d) Reproduce, copy, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from PTI;
4. e) Export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII);
5. f) Engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (31 C.F.R. Parts 500-599). Prohibited activity includes but is not limited to the provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, or the Crimean Region of the Ukraine. If found to be in apparent violation of these restrictions, your account could be terminated and your funds could be held for an indefinite period of time;
6. g) Use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;
7. h) Transfer or attempt to transfer any rights granted to you under these Terms;
8. i) Remove, alter, or conceal any copyright, trademark, patent or other proprietary notices, legends, symbols, or labels (including any watermark or other digital rights management technology or other information) contained on or within the Services;
9. j) Use the Services for any illegal activity or goods or in any way, in PTI’s sole judgment, that exposes you, other PTI users, our partners, PTI, or any other third party to harm, liability, damages, or detriment of any type;
10. k) Use or attempt to use any viruses, malware, or any other computer code, files, programs, software, routine, or device designed to interrupt, destroy, or limit the functionality or proper working of the Services or PTI’s systems or networks, including by engaging in, instigating, or facilitating any denial of service attack or similar conduct, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
11. l) Create a false identity, create a false account or accounts, create multiple accounts, submit false or inaccurate information or impersonate any person or organization; or
12. m) Use the Services in any manner except as expressly allowed under these Terms.

​7. Security Protocol

We implement appropriate technical and organizational safeguards to protect against unauthorized or unlawful processing of data and against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to data, which includes your personal information. Violations of system or network security or attempts to disrupt or undermine the operation of the Services may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute Users who violate these Terms. Please be advised, however, that we cannot fully eliminate security risks associated with the storage and transmission of data. By using the Services or otherwise providing your personal information to us, you acknowledge this limitation, and agree that we can communicate with you electronically, including via notice on our website, regarding security, privacy and administrative issues relating to your use of the Services. We may post a notice via our website if a security breach occurs, or send you an email at the email address you have provided to us in these circumstances, including if you have a legal right to receive notice of any breach based on where you live.

8. Privacy

You acknowledge that you have reviewed and consent to PTI’s Privacy Policy. In addition, you agree at all times to comply with applicable laws regarding the collection, use, disclosure, protection, processing and retention of information that identifies or is reasonably capable of identifying an individual to PTI in connection with the Services (including, if applicable, any information collected by PTI on your behalf).

​9. Communications

​By using our services, you consent to accept and receive electronic communications from us. Such communications may include, but are not limited to multi-factor authentication requests, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional communications as a condition of using the Services. You may opt-out of receiving promotional communications in the manner that will be provided via the communication itself. You acknowledge that opting out of receiving communications may impact your use of the Services.

10. Indemnity

You agree to indemnify and defend us and our affiliates and our respective directors, officers, employees, third-party contractors, licensees, licensors, and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees incurred by us as a result of, in connection with or arising from your use of the Services or any alleged violation of these Terms, the rights of a third-party or applicable law, in each case other than to the extent the same is a result of our gross negligence or willful misconduct. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects our rights or obligations may be made without our prior written approval.

​11. Disclaimer of Warranties & Limited Liability

OUR SERVICES AND ANY ASSOCIATED PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. PTI AND OUR AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM DEFECTS, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. PTI AND OUR AFFILIATES DO NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, INCLUDING THOSE OF ANY HARDWARE OR DEVICE THAT YOU USE TO ACCESS THE SERVICES, (B) OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE OR (C) ERRORS WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY US OR OUR AUTHORIZED AGENTS DOES NOT AND WILL NOT CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU AGREE THAT IN NO EVENT WILL PTI, OUR AFFILIATES, REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD-PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE USE OF THE SERVICES AND ASSOCIATED PRODUCTS, ANY INTERRUPTION IN AVAILABILITY OF THE SERVICES, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE SERVICES OR THE DATA COLLECTED THROUGH THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE . UNDER NO CIRCUMSTANCES WILL PTI, OUR AFFILIATES, REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD-PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, OR AGENTS BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR PTI ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF PTI AND ITS AFFILIATES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, OR (B) $500. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that we would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

​12. Refunds, Cancellations, or Returns

All payments made through the Services are final and non-refundable except where, in PTI’s sole judgment, there has been an error (technical or otherwise) in processing the payment. In the case of a payment processing error, PTI will provide a refund in order to resolve the error. Any refunds for payments made with cryptocurrency will be provided in USDC based on the original listing price of the Digital Item for which a refund is sought.

In the absence of an error by PTI, any users who wish to cancel a payment and/or receive a refund must directly contact the Partner to which the payment was made. Based on the Partner’s discretion and in accordance with the terms of PTI’s agreement with the Partner, PTI may process a refund as requested by the Partner.

​13. Dispute Resolution

​PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT, TO BRING OR PARTICIPATE IN A CLASS ACTION PROCEEDING, AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.

​In order to expedite and control the cost of disputes, PTI and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to these Terms or the Services (“Dispute”) will be resolved exclusively as follows to the fullest extent permitted by law:

​Notice of Dispute. In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed resolution. You must send any Notice of Dispute by mail and email to us at the mailing and email addresses provided in the Contact Information section. We will send any Notice of Dispute to you by mail to your PTI account address, if provided, or otherwise to your email address. Both parties shall first attempt in good faith to settle any such Dispute by allowing the receiving party 30 days after receipt of the Notice of Dispute to settle the Dispute.

​Binding Arbitration. If any Dispute cannot be resolved by the above dispute resolution procedure, such Dispute will be settled by binding arbitration in the U.S. State of California administered by the American Arbitration Association (AAA) in accordance with its International Arbitration Rules in effect on the date thereof. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. All Disputes will be settled before a neutral arbiter, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act or any other applicable law, and any court with jurisdiction over the parties may enforce the arbitrator’s award.

​Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If, however, you are able to demonstrate that the costs of arbitration will be cost-prohibitive for you as compared to the costs of litigation, we will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration that we paid on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.A single arbitrator will be selected in accordance with the AAA Commercial Arbitration Rules. The arbitration shall be conducted in the English language. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator’s decision must be with written explanation and remain confidential.

We and you agree that any Dispute will be submitted to arbitration on an individual basis only. Neither we nor you are entitled to arbitrate any Dispute as a class or representative action and the arbitrator will have no authority to proceed on a class or representative basis.

​If any provision of the agreement to arbitrate in this Section is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). To the extent permitted by law, any Dispute under these Terms must be filed within one year in an arbitration proceeding. The one-year period begins when the Dispute or Notice of Dispute first could be filed. If a Dispute isn’t filed within one year, it’s permanently barred. For purposes of this Section, these Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).

​By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against us under the laws of any jurisdiction outside the United States are hereby waived, including without limitation, any claims or actions under the laws of your own country, and that your sole location and applicable law for any dispute is in the United States according to the terms of this Section.

Exceptions to Arbitration. You and PTI agree that the following Disputes are not subject to the above provisions concerning binding arbitration:

• Any Disputes seeking to enforce or protect, or concerning the validity of, any of PTI’s intellectual property rights.
• Any claim for injunctive relief.
• Any claim you are authorized to bring to the attention of any federal, state, or local government agencies that can, if the law allows, permit those authorities to seek relief from us on your behalf.
• Any Dispute that qualifies for small claims court.

​14. Governing Law

​These Terms are governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws of Delaware or any other state, and are binding upon the parties hereto in the United States and worldwide. You and we agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms.

15. Miscellaneous

• ​ These Terms, together with our Privacy Statement, contain the entire understanding by and between us and you with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.
• These Terms (i) inure to the benefit of and will be binding upon us and you and your successors and assigns, respectively, and (ii) may be assigned by us, but you may not assign them without the prior express written consent of us.
• If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein.
• If we or you fail to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
• Nothing contained in these Terms will be deemed to constitute us or you as the agent or representative of the other or as joint venturers or partners. If we or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence.
• The headings and captions contained herein are for convenience only.
• These Terms and all related documentation will be drafted in English. While certain text in these Terms may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls.
• For purposes of these Terms, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms as a whole. Unless the context otherwise requires, references herein: (x) to sections mean the sections of these Terms; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
• These Terms may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

CONTACT INFORMATION:

Provenance Technologies, Inc.
268 Bush Street, #3041
San Francisco, CA 94104

Email: legal@fiant.io

© 2024 Provenance Technologies, Inc.​ All rights reserved. All trademarks, logos and service marks displayed on the Services are our property or the property of other third parties