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User Agreement and Terms

Valid as of December 1, 2020

Summary of the Agreement:

Welcome! This User Agreement and Terms (“Terms”) constitutes a contract between you and cLabsInc. (“Company” or “cLabs”, and including all affiliates and subsidiaries) and applies to your use of any cLabs products or services, including the self-custody (non-custodial), Valora digital wallet application (“Valora”), and other features, technologies and functionalities offered by the Company to you through the clabs.co website, the valoraapp.com website, or through other means (the “cLabs Services.”). The cLabs Services are provided to you subject to these Terms as well as the cLabs Privacy Policy available at celo.org/privacy, incorporated by these Terms by this reference. Unless otherwise precluded by applicable law, these Terms take precedence in the event of any conflict with the cLabs Privacy Policy or any other terms available at clabs.co. cLabs may, in its sole discretion, modify or revise these Terms at any time, and you agree by your continued use of the cLabs Services to be bound by such modifications or revisions. You should periodically review the most up-to-date version, as your continued use of the cLabs Services constitutes your acceptance of such changes.

Compatibility Notice: Valora is designed to work on mobile phone devices with iOS 12.4 or later and Android 4.1 (Jelly Bean, API level 16). Valora is designed to function in portrait mode only and is not optimised for tablets. Further, you are responsible for any data or messaging fees particular to your device(s) and/or carrier(s).

1. Eligibility: You must be at least 18 years old and be able to form legally binding contracts to use cLabs Services.  If you are accepting these Terms as an individual, you are accepting and undertaking that you are at least 18 years of age. Further, if you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority or do not agree to be bound by these Terms, you may not access or use cLabs Services. You can only use cLabs Services if permitted under the laws of your jurisdiction. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you. cLabs may refuse to let certain people/entities or devices access or use cLabs Services and reserves the right to change these eligibility criteria at any time.

2. Daily transaction limit:  Users of the Valora wallet are limited to sending 500 Celo Dollars (“cUSD”) per day.  You should be aware that software wallets like Valora are not well suited to storing large amounts of cUSD and you should consider other options to store large amounts of cUSD.  Should you need to exceed the daily transaction limit, please contact support@clabs.co for further details.

3. CONSUMER NOTICE! Risk of financial loss:  CELO and cUSD are digital assets and are part of a new asset class and present a risk of financial loss, and you should carefully consider your financial circumstances and tolerance for financial risk, and seek independent advice, if necessary before purchasing either. CELO is the native unit of accounting on the Celo blockchain which serves as a utility and governance asset for the Celo community. It has a fixed supply and variable value and serves as part of the reserve for cUSD.

4. Limitations: cLabs Services allow you to interact directly with the Celo blockchain, while you remain in full control of, and always responsible for, your own digital keys and assets. AS AN UNHOSTED WALLET WHERE YOU ARE RESPONSIBLE FOR YOUR OWN DIGITAL KEYS AND ASSETS, THESE CLABS SERVICES ARE CURRENTLY NOT REGULATED BY ANY FINANCIAL AUTHORITY AND THE DIGITAL ASSETS THAT YOU MAY STORE, EXCHANGE, AND TRANSFER USING CLABS SERVICES ARE NOT COVERED OR UNDERWRITTEN BY ANY ISSUER, INSURER, GOVERNMENT, OR CENTRAL AUTHORITY. 

When you access certain features, such as Valora, you will be able to create a wallet to perform a variety of actions with Celo digital assets. You will be requested to verify your phone number through a decentralized attestation process requiring a transaction fee (read more here), but you do not, and will not, create an account with cLabs or any other entity. You will not give cLabs control or access to any of your digital assets, and your digital assets are not held in Valora, but are on the Celo blockchain and ‘viewed’ through Valora, and cLabs does not control the Celo blockchain or your digital assets.  

cLABS DOES NOT COLLECT OR HOLD YOUR PRIVATE KEYS, AND cLABS CANNOT ACCESS ACCOUNTS; RECOVER KEYS, PASSWORDS, OR OTHER INFORMATION; RESET PASSWORDS; OR REVERSE TRANSACTIONS. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF cLABS SERVICES, INCLUDING, WITHOUT LIMITATION, FOR STORING, BACKING-UP, AND MAINTAINING THE CONFIDENTIALITY OF YOUR KEYS, PASSWORDS, AND INFORMATION, AND FOR THE SECURITY OF ANY TRANSACTIONS YOU PERFORM USING cLABS SERVICES. YOU EXPRESSLY RELIEVE, RELEASE AND INDEMNIFY cLABS FROM AND AGAINST ANY AND ALL LIABILITY AND/OR LOSS ARISING FROM YOUR USE OF cLABS SERVICES.

 

CONSUMER NOTICE! Users interacting with digital assets should be aware that such assets involve risks, including the risk of loss of some or all assets. Losses are not insured, and you assume responsibility for all losses. You are advised to exercise caution, conduct research, and not to transact more than you can afford to lose. Valora does not facilitate remittance activities via the storage, exchange or sending of fiat currencies.  For the removal of doubt, Valora does not enable electronic money issuer operations or fiat  currency exchange operations. If your country of residence has enacted currency control measures, you should consult with your advisors if transactions you make through Valora comply with such regulations.

5. Your Responsibilities: You are fully responsible for any and all activities that occur with your use of cLabs Services and you accept that any transaction, transfer, or contract which you may enter into with any other user of cLabs Services or third party shall be a private arrangement between you and that person/entity. cLabs shall not be responsible for, nor a party to, such arrangements and all responsibility for settling any disputes arising from the same shall be solely yours. You accept that cLabs shall have no responsibility for verifying the identity of persons/entities to whom you may transfer digital assets using cLabs Services. cLabs will not be liable for any loss or damage arising from your failure to comply with these Terms. 

When using cLabs Services, like Valora, you are strongly advised to take precautions in order to avoid loss of access to and/or control over your wallet. Once transaction details have been submitted to the Celo blockchain via Valora, cLabs cannot assist you to cancel or otherwise modify your transaction. cLabs has no control over the Celo blockchain and does not have the ability to facilitate any cancellation or modification requests. 

You acknowledge and agree that you are solely responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), secret keys or any other codes that you use to access cLabs Services (“Your Credentials”). Any loss or compromise of Your Credentials may result in unauthorized access to your digital assets by third-parties and the loss or theft of such digital assets. cLabs assumes no responsibility for any loss that you may sustain due to compromise of Your Credentials.

You shall have no recourse against Company, its subsidiaries, affiliates, employees, directors or officers for any liabilities of any type incurred by you and/or any of your affiliates as a result of the use, resale or distribution of any digital assets.

You must ensure that you have an adequate balance in your Valora wallet and/or gas to complete transactions before initiating a transaction. You acknowledge and agree that cLabs will not be liable for any failed transactions due to insufficient funds or gas associated with your Valora wallet. 

You will not violate any laws when using cLabs Services, including any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use cLabs Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, illegal gambling, child labor, fraud, human trafficking, money laundering, or terrorist activities. You further agree not to encourage or induce any third party to engage in any such activities using any cLabs Service. Any such activity detected by, or reported to, cLabs will be reported to relevant authorities pursuant to the Company’s compliance policies. 

You will not use or attempt to use another user’s Valora wallet without authorization or use cLabs Services in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it. 

You will not distribute any virus or other harmful computer code through any cLabs Service. You also agree to not take any action that may impose an unreasonable or disproportionately large load on cLabs or any of its related third party providers’ infrastructure. 

You will not bypass, circumvent, or attempt to bypass or circumvent any measures that cLabs may use to prevent or restrict access to cLabs Services. Any use of cLabs Services other than as specifically authorized in these Terms, without prior written permission from cLabs, is strictly prohibited. cLabs reserves its right to terminate your user status and use of all cLabs Services if you misuse Valora, the cLabs Services or website(s), or violate these Terms.

Digital assets, including Celo digital assets, are not legal tender, and are not backed by any government nor subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections, or other such similar regulations.

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. And transactions in digital assets may be irreversible and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

Some digital asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the transaction is initiated.

The value of digital assets, including Celo assets, may be derived from the continued willingness of market participants to exchange fiat currency for digital assets, which may result in the potential for permanent and total loss of value of a particular digital asset should the market for that virtual currency disappear. And there is no assurance that a person who accepts digital assets as payment today will continue to do so in the future.

The volatility and unpredictability of the price of digital assets relative to some fiat currencies may result in significant loss over a short period of time. And the nature of virtual currency may lead to an increased risk of fraud or cyber-attack.

6. cLabs Responsibilities: cLabs is not a regulated financial institution and does not provide or offer insurance cover to users. Celo digital assets may be ascribed value by third parties (either by way of a cash valuation, or a valuation expressed in other digital assets). cLabs makes no representations or warranties about any valuation ascribed to any digital assets, which depend entirely on the opinions of third parties. cLabs shall have no liability for any fluctuations in the value of any digital assets. cLabs shall not be obliged to repurchase any digital assets held in Valora nor to redeem such digital assets for cash. cLabs does not offer the users any returns or profits in connection with or arising from such digital assets.

7. Fees: cLabs does not currently charge any fees for the cLabs Services pursuant to these Terms. However, cLabs reserves the right to do so in the future and, in such case, any applicable fees will be displayed prior to you using any service to which a fee applies. 

8. Taxes & Regulatory Approvals: It is your sole responsibility to determine whether, and to what extent, any taxes or regulatory (including exchange control) approvals apply to any transactions you conduct through Valora or using the cLabs Services. Company is not responsible for any taxes or regulatory approvals that you may be legally obligated to pay or obtain in any jurisdiction in which such taxes or regulations are incurred or arise. You agree that cLabs is not responsible for determining whether taxes or regulatory approvals apply to you or for collecting, reporting, withholding, or remitting any taxes or seeking any regulatory approvals arising from any digital asset-related transactions. We suggest you analyze the tax enforcement with your accounting advisors. 

9. CONSUMER NOTICE! Disclaimer & Limitation of Liability: YOUR USE OF cLABS SERVICES IS AT YOUR OWN RISK. ALL cLABS SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER cLABS NOR ANY PERSON OR ENTITY ASSOCIATED WITH cLABS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF ANY cLABS SERVICES. 

WITHOUT LIMITING THE FOREGOING, NEITHER cLABS NOR ANY PERSON OR ENTITY ASSOCIATED WITH cLABS REPRESENTS OR WARRANTS THAT ANY cLABS SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE APPLICATION, SITE OR THE SERVER THAT MAKES cLABS SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT cLABS SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

 

cLABS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

 

IN NO EVENT WILL cLABS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, cLABS SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON cLABS SERVICES OR SUCH OTHER WEBSITES, OR ANY SERVICES OFFERED THROUGH THE cLABS SERVICES OR SUCH OTHER APPLICATIONS OR WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

 

The limitations and disclaimers in this section do not purport to limit liability or alter your rights beyond what is permitted by applicable law. cLabs’ liability shall be limited to the extent permitted by law.

 

cLabs is based in the State of California in the United States of America and makes no claims that cLabs Services or any related content is accessible or appropriate outside of California. Where applicable, cLabs Services are deemed provided in the State of California. Access to cLabs Services may not be legal by certain persons or in certain places. If you access cLabs Services from outside California, you do so on your own initiative and are responsible for compliance with local laws. cLabs Services may be translated into a variety of languages, but because cLabs can only verify the validity and accuracy of the information provided in English, the English version of any cLabs Services is the official text.

CONSUMER NOTICE! By entering into these Terms, You agree to release and hold harmless the Company and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers, and directors from any liability, illness, injury, death, loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not, from: (i) your acceptance, possession, use, or misuse of any cLabs Services; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, smart phone, cable, network, hardware, or software, or other mechanical equipment; (iii) the unavailability or inaccessibility of any transmissions, telephone, or Internet service; (iv) unauthorized human intervention in any part of cLabs Services; (v) electronic or human error with the cLabs Products or Services.

10. Disputes & Arbitration Agreement: Disputes between you and cLabs regarding any cLabs Services may be reported to customer service online through support@clabs.co at any time. UNLESS EXPRESSLY PRECLUDED BY APPLICABLE LAW, ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION PURSUANT TO THIS “ARBITRATION AGREEMENT”. Before either party may seek arbitration, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to cLabs should be sent to: legal@clabs.co. After the Notice is received, you and cLabs may attempt to resolve the claim or dispute informally. If you and cLabs do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with these Terms. The AAA Consumer Arbitration Rules ("Arbitration Rules") governing the arbitration are available online at www.adr.org. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. Dollars (US $10,000) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. Dollars (US $10,000) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in the city of San Francisco, California, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. There are only two exceptions to this Arbitration Agreement. First, if cLabs reasonably believes that you have in any manner violated or threatened to violate cLabs’ intellectual property rights, cLabs may seek injunctive or other appropriate relief in any court of competent jurisdiction. Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in San Francisco, California if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, you agree to submit to the personal jurisdiction of the courts located within San Francisco, California for the purpose of litigating such claims or disputes.

TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST cLABS AND/OR RELATED THIRD PARTIES.

11. Privacy Policy: All use of the cLabs Services is subject to the terms of the Privacy Policy and the applicable privacy laws. By accepting these Terms, you represent that you have also  consented to the Privacy Policy. If you are required by applicable law to expressly consent separately to the Privacy Policy, you may not use the cLabs Services unless you have independently read and consented to the Privacy Policy. To read the Privacy Policy, click here.  Subject to the Privacy Policy, technical information about your devices and related software, hardware and peripherals is collected by cLabs and used to enable improvement to products and to provide cLabs Services to you. Where not precluded by applicable law, by accepting these Terms, you agree that cLabs may contact you from time to time by email, telephone or SMS with information about goods or services that may be of interest to you. You will have the possibility to opt-out from such notifications and/or contacts. cLabs Services may contain links to other independent third-party websites not under control of cLabs, and cLabs is not responsible for and does not endorse their content or their privacy policies (if any).  

12. SMS Considerations and Agreement: You understand that your wireless service provider(s) may charge you for each text message, including any error message, that is sent and/or received in connection with cLabs Services. It is recommended that you consult with your wireless service provider’s pricing plan for any applicable details. By using cLabs Services, you are solely responsible for any wireless charges.

13. Third Parties:  cLabs Services may contain links to third-party websites and/or applications, or employ the use of API integrations to third-party applications (“Third-party Applications”) that are not owned or controlled by cLabs. Access to and use of any Third-party Applications is at your own risk and cLabs, nor its directors, employees, partners, agents, suppliers, or affiliates is not responsible for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of monies, data, use, goodwill, or other intangible losses, resulting from: (a) your access to or use of or inability to access or use Third-party Applications; (b) any conduct or content of the Third-party Applications; (c) the accuracy or reliability of information on Third-party Applications; (d) the acts or omissions of the operators of Third-party Applications (or their partners or affiliates); (e) any loss or damage incurred in connection with the use of any Third-party Applications; (f) any transaction you consummate in connection with your use or access of any Third-party Applications; or (g) any unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not cLabs has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Please be aware when you utilize these Third-party Applications, and read the terms and privacy policy of each Third-party Application that you utilize. cLabs provides these links and integrations merely as a convenience, and the inclusion of such links and integrations does not imply an endorsement. By using cLabs Services, you expressly release cLabs from all liability arising from your use of any Third-party Applications.

14. Intellectual Property: In consideration for you agreeing to abide by these Terms, cLabs grants you a limited, personal, non-commercial, non-exclusive, non-transferable, and revocable license to use cLabs Services, including Valora, subject to these terms, the Privacy Policy, and any applicable app store rules. 

Valora was developed under an Apache open source license. Information regarding Valora’s current base software can be found at https://github.com/celo-org. Valora also contains copyrighted material and trademarks including, but not limited to, text and graphics (the “Content”), which is protected by copyright law, registered and unregistered trademarks, and other intellectual property rights. Unless otherwise provided, cLabs exclusively owns the Content. Your use of the cLabs Services does not grant you any right, title, or interest in the Content. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or, in any other way, exploit any of the Content, in whole or in part, and you will comply with all technology control or export laws and regulations that may apply to the technology used or supported by any cLabs Service. 

You acknowledge and agree that any feedback, comments or suggestions you may provide regarding cLabs Services will be the sole and exclusive property of cLabs, and you hereby irrevocably assign to us all of your right, title and interest in and to the foregoing. cLabs reserves the right to discontinue any aspect of any cLabs Service at any time.

15. Content Posted by Users: When using cLabs Services, you may have the ability to post content (e.g., payment descriptions, business description, comments and/or photos). You are solely responsible for all content that you provide, post, upload or submit. cLabs is not responsible for evaluating the accuracy, truthfulness, usefulness, legality, safety, morality or applicability of any content posted by users on any cLabs Service. cLabs does not endorse, guarantee, make representations or provide warranties regarding any such content. cLabs may, in its sole discretion, reject or remove any content that violates the Community Code of Conduct or for any other reason cLabs deems the content inappropriate. cLabs shall have no obligation to monitor content posted, uploaded or submitted by a user, but may do so at its sole discretion. cLabs is not responsible for any failure or delay in removing any such content.

You may not post, submit or transmit any content that violates Community Code of Conduct or any content that is:

  • false, misleading, deceiving, inaccurate or dishonest;

  • defamatory or invasive of another person's right of privacy or right of publicity;

  • harmful, obscene, harassing, abusive, offensive, objectionable, violent or condoning violence or harm, displaying nudity or sexual activity, or otherwise unfit for publication;

  • inciting hatred of individuals or groups based on race or ethnic origin, religion, nationality, disability, gender, age, veteran status, or sexual orientation/gender identity; portraying or inciting animal cruelty or neglect;

  • illegal, such as criminal activity, terrorism, obscenity, child pornography, human exploitation, gambling, drug use, firearms or ammunition, and piracy;

  • infringing intellectual property or other proprietary rights of any party, or not authorized, such as content that you did not create or do not have the permission to use;

  • creating a privacy or security risk to any person;

  • spam, letters or pyramid schemes; or

  • in cLabs’ sole discretion, objectionable or exposes users to harm or liability.

Please report inaccurate, inappropriate or offensive content, policy violations or other violations to support@clabs.co.

16. CONSUMER NOTICE! Indemnity: You agree to defend, indemnify and hold harmless cLabs, its officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from your use of and access to cLabs Services, or your violation of these Terms. This defense and indemnification obligation will survive these Terms and your use of the cLabs Services.

17. Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by cLabs without restriction.

18. Governing Law, Venue & Jurisdiction: To the extent the parties are permitted under these Terms to initiate litigation in court, both you and cLabs agree that all claims and disputes, including statutory claims and disputes, arising out of or relating to cLabs Services, including the Terms, shall be governed in all respects by the substantive law of the state of California, without regard to its conflict of law principles. Where not precluded by applicable law, you and cLabs hereby consent to submit to the jurisdiction of the federal and state courts sitting in the state of California for any actions, suits, or proceedings arising out of or relating to the Agreement, including the Terms, that are not subject to the Arbitration Agreement.

 

YOU AND cLABS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO cLABS SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED TO THE EXTENT PERMITTED BY LAW.

19. Discontinuance of Services: cLabs may, in its sole discretion and without cost to you, with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of cLabs Services. You are solely responsible for storing outside of the cLabs Services a backup of any wallet address and private key pair that you maintain in your Valora wallet. Maintaining an external backup of any Valora wallet address and private key pairs associated with your Valora wallet will allow you to access the Celo blockchain upon which your Valora wallet is secured. Such a backup will allow you to fully restore your digital wallet at any time without cost or loss of your digital assets. If you do not maintain a backup of your wallet data outside of any cLabs Services, you will not be able to access the digital assets associated with your wallet. cLabs shall not be held responsible or liable for any loss of digital assets in the event that cLabs discontinues or depreciates any cLabs Services.

20. Entire Agreement, No Waiver & Severability: These Terms, the Privacy Policy, any other legal notices published by cLabs shall constitute the entire agreement between you and cLabs concerning cLabs Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. cLabs’ failure to exercise or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.

21. Force Majeure. cLabs, its directors, officers, agents and employees, shall not be liable to you as a result of any delay or failure to perform its obligations under these Terms arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God or interruptions, loss or malfunctions of utilities, communications or computer software and other event amounting to force majeure.

Contact Information: We welcome your comments or questions about these Terms. You may contact us at legal@clabs.co.

Residents of Specific Countries:

Colombia

The following foreign exchange operations cannot be settled using digital assets: (1) foreign investments in Colombia and investments made by Colombian residents abroad, as well as the payment of any dividend or capital return arising from such investments; (2) disbursement and repayment of foreign indebtedness, as well as derivative transactions; or (3) the importation and exportation of goods.

Entities subject to the oversight of the Colombian Superintendence of Finance are not authorized to hold, invest in, issue, operate, negotiate or provide advice in connection with digital assets.

Philippines 

THE COMPANY IS NOT SELLING OR OFFERING FOR SALE CELO AND cUSD IN THE PHILIPPINES AND ANY ACQUISITION OF CELO AND/OR cUSD BY ANY VALORA USER IN THE PHILIPPINES DO NOT INVOLVE ANY SALE OR OFFERING FOR SALE OF THE COMPANY OF SAID DIGITAL ASSETS TO THE VALORA USERS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY ACQUISITION BY YOU OF CELO AND cUSD FROM SECONDARY MARKETS AND SOURCES ARE AT YOUR OWN RISK AND FINANCIAL DISCRETION. CELO AND cUSD HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE. 

Further, Valora does not and cannot be used to operate the following Remittance Transfer Company (“RTC”) services as defined within the rules and regulations of the Philippine Central Bank (“Bangko Sentral ng Pilipinas”): 

  1. Remittance Agent. Valora does not accept fiat (i.e. USD/PHP) and does not perform (fiat) money transfer services.

  2. Electronic money issuer services. Valora does not accept fiat (i.e. USD/PHP) and does not issue electronic money.

  3. Virtual currency exchange services. Valora does not perform virtual currency – fiat (or vice-versa) conversions.

  4. Foreign currency exchange services. Valora does not accept fiat (i.e. USD/PHP) and does not perform fiat-fiat conversions.

For the removal of doubt, Valora (its features, technologies and functionalities) is only available as a non-custodial digital wallet application, without prejudice to the Company’s prospective license applications (if any) with the appropriate regulatory body(ies). Any changes in its features/offerings will be communicated to you via email or the application.