The website located at https://www.optimism.io/ (the “Site”) is a copyrighted work belonging to the Optimism Foundation. (the “Foundation”, “us”, “our”, and “we”). These Website Terms and Conditions (these “Website Terms”) set forth the legally binding terms and conditions that govern your use of the Site.
Please note that certain parts and features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such parts and features. All such additional terms, guidelines, and rules, including but not limited to the Data Privacy Policy, and the Community Notice, are incorporated by reference into these Website Terms.
Please read these WebsiteTerms carefully. They cover important information about the Website, as well as information about future changes to these Website Terms, warranty disclaimers, and limitations of liability. They require that you assume all of the risks associated with using the Website. IN ADDITION, SECTION 13 CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (a) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (b) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS.
PLEASE NOTE THAT YOUR USE OF THE WEBSITE IS SUBJECT TO THESE WEBSITE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE WEBSITE TERMS IN THEIR ENTIRETY, YOU MAY NOT USE THE WEBSITE IN ANY MANNER.
By accessing or using the Site, you are accepting these Website Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the willingness, right, authority, and capacity to enter into these Website Terms (on behalf of yourself or the entity that you represent).
You may only access or use the Site or accept the Website Terms if you are an individual of legal age to form a binding contract (or if not, you have received your parent’s or guardian’s permission to use the Website and have gotten your parent or guardian to agree to the Website Terms on your behalf). If you are agreeing to the Website Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to the Website Terms on that organization’s or entity’s behalf and bind them to the Website Terms (in which case, the references to “you” and “your” in the Website Terms, except for in this sentence and in the paragraph directly above, refer to that organization or entity).
1. License
Subject to these Website Terms, the Foundation grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, non-commercial use.
2. Certain Restrictions
The rights granted to you in these Website Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; and (c) you shall not access the Site in order to build a similar or competitive website, product, or service. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Website Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
3. Modification
The Foundation reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) without notice to you. You agree that the Foundation will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
4. No Support or Maintenance
The Foundation undertakes and has no obligation to maintain the Site or provide support to you in connection with your use of the Site.
5. Intellectual Property
Unless otherwise indicated, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by the Foundation. Neither these Website Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1. The Foundation reserves all rights not granted in these Website Terms. There are no implied licenses granted under these Website Terms.
6. Feedback
If you provide the Foundation with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to the Foundation all rights in such Feedback and agree that the Foundation shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Foundation will treat any Feedback you provide to the Foundation as non-confidential and non-proprietary. You agree that you will not submit to the Foundation any information or ideas that you consider to be confidential or proprietary.
7. Third-party products and information
The Site contains references, links, and enables you to connect to third-party resources including (but not limited to) Web3 wallets, non-standard bridges, dApps, and other information, materials, products, or services, which we do not own or control (collectively, “third-party products”). We do not approve, monitor, endorse, make any representations or warranties (expressly or implicitly) or assume any responsibility for any third-party products, any component thereof, or the manner in which those products or components interact with the Website. When you use or rely on any third-party products, you do so at your own risk. You understand that you are solely responsible for any fees or costs associated with using third-party products and that, unless stated herein, the Website Terms do not otherwise apply to your dealings or relationships with any third parties or third-party products.
8. Copyright Policy
The Foundation respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, please provide the following information to legal@optimism.io in the form of a written notification:
Any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
9. Disclaimer
THE SITE IS PROVIDED BY US ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT AVAILABILITY, ACCESSIBILITY, OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
10. Changes to the Website Terms
We reserve the right to change the Website Terms at any time. If we do so, we’ll let you know by updating the date at the bottom of the Website Terms and by making a current version of the Website Terms accessible via https://www.optimism.io/legal-terms-and-disclosures.
If you don’t agree with the new Website Terms, you are free to reject them; unfortunately, that means you must stop accessing or using the Site. If you access or use the Site in any way after a change to the Website Terms is effective, that means you agree to all of the changes.
Except for changes by us as described in this section, no other amendment or modification of the Website Terms will be effective unless in writing and signed by both you and us.
11. Indemnification
To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless the Foundation, as well as its affiliates and service providers, and each of their respective past, present and future officers, directors, members, employees, consultants, representatives and agents, and each of their respective successors and assigns (the “Foundation Parties”) from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use of the Site; (b) your violation of these Website Terms or applicable law; (c) your violation of the rights of a third party; and (d) your negligence or willful misconduct. You agree to promptly notify the Foundation of any third party Claims and cooperate with the Foundation Parties in defending such Claims. You further agree that the Foundation Parties shall have the right to control the defense or settlement of any third party Claims as they relate to the Foundation, if it so chooses.
12. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL THE FOUNDATION PARTIES OR ANY OF THEM BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR: (a) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION; (b) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (c) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS; OR (d) ANY MATTER BEYOND THE REASONABLE CONTROL OF THE FOUNDATION PARTIES OR ANY OF THEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
13. Dispute Resolution; Arbitration.
Please read carefully the following arbitration agreement (this “Arbitration Agreement”). It requires you to arbitrate disputes with the Foundation and limits the manner in which you can seek relief from us.
a. Applicability of this Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to the Website Terms or to any aspect of your relationship with the Foundation, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims or seek relief in small claims court if your claims qualify, and (ii) you or the Foundation may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the Website Terms or any prior version of the Website Terms.
b. Arbitration rules and forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to legal@optimism.io. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require the Foundation to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, the Foundation will pay the remaining filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11). The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before JAMS, the arbitrator, or a court of competent jurisdiction.
c. Authority of arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement, and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, provided that the arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
d. Waiver of jury trial. YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13a (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
e. Waiver of class or other non-individualized relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the courts of the Cayman Island. All other disputes, claims, or requests for relief shall be arbitrated.
f. 30-day right to opt out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to legal@optimism.io within 30 days after you first access the Service. Your notice must include your name and address, the Web3 address used to connect to the Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, (i) all other parts of this Arbitration Agreement will continue to apply to you, and (ii) the Foundation will not be bound by this Arbitration Agreement. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
g. Severability. Except as provided in Section 16.e (Waiver of class or other non-individualized relief), if any part or parts of this Arbitration Agreement are held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such specific part or parts shall be eliminated or limited to the minimum extent such that the remainder of the Arbitration Agreement shall continue in full force and effect.
h. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.
i. Modification. Notwithstanding any provision in the Website Terms to the contrary, we agree that if we make any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing us at legal@optimism.io and expressly opting out of this Arbitration Agreement.
14. Governing law
These Website Terms are governed by and will be construed under the laws of the Cayman Islands, excluding its body of law controlling conflict of laws. You agree that the Website shall be deemed to be based solely in the Cayman Islands, and that although the Website may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the Cayman Islands. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that any judicial proceeding will be brought in the courts located in the Cayman Islands.
15. Conflict of Provisions
In the event that there exists a conflict between any term, condition or provision contained within these Website Terms, and in any term, condition, or provision contained within any other specific part or feature, the term, condition, or provision contained in such specific part or feature will control.
16. Severability
Without limiting Section 13g (Severability), if any part or parts of the Website Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such part or parts shall be eliminated or limited to the minimum extent such that the remaining provisions of the Website Terms will continue in full force and effect.
Date last updated: March 2, 2023