Terms of Service
Overview
Last updated: November 14, 2024
THE RAILS PLATFORM (AS DEFINED BELOW) IS NOT AVAILABLE TO PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA OR CANADA (COLLECTIVELY, “BLOCKED PERSONS”). MOREOVER, NO RAILS SERVICES (AS DEFINED BELOW) ARE OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN NY RESTRICTED TERRITORY (AS DEFINED BELOW, AND ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”). WE DO NOT MAKE EXCEPTIONS; THEREFORE, IF YOU ARE A BLOCKED PERSON, THEN DO NOT ATTEMPT TO USE THE RAILS PLATFORM AND IF YOU ARE A RESTRICTED PERSON, THEN DO NOT ATTEMPT TO USE ANY OF THE RAILS SERVICES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.
These terms of use, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that Rails, Inc. and its affiliates (“Rails,” “we,” “us” and “our”) posts publicly or makes available to you or the company or other legal entity you represent (“you” or “your”) (collectively, these “Terms”), are entered into between Rails and you concerning your use of, and access to:
Please read these Terms carefully, as these Terms govern your use of the Rails Services. These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Rails Services. By clicking “I agree” (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Rails Services, you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in Section If you do not agree to these Terms, then you must not access or use the Rails Services.
Please carefully review the disclosures and disclaimers set forth in Section 12 in their entirety before using the Rails Services
. The information in Section 12 provides important details about the legal obligations associated with your use of the Rails Services. By accessing or using the Rails Services, you agree that Rails does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through the Rails Services.
1. Modifications to These Terms
We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Rails Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Rails Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Rails Site and the Rails Services.
2. Use of Services
As a condition to accessing or using the Rails Services, you represent and warrant to Rails the following:
3. Fees And Price Estimates
In connection with your use of the Rails Services, unless expressly stated otherwise pursuant to a promotion operated by Rails, you are required to pay all fees necessary for interacting with the DBSP, including “gas” costs, as well as all other fees reflected on the Rails Site at the time of your use of the Rails Services. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Rails Services and interact with the DBSP.
4. No Professional Advice Or Fiduciary Duties
All information provided in connection with your access and use of the Rails Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking any action based on any information contained on the Rails Site or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Rails Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
5. Prohibited Activity
You may not use the Rails Services to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether your use of the Rails Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at legal@rails.xyz.
By using the Rails Services, you confirm that you will not engage in any of the following Prohibited Uses:
6. Content
You hereby grant to us a royalty-free, fully paid-up, sublicensable (through multiple tiers), transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users as a result of your use of the Rails Site or the Rails Services (collectively, “Your Content”)
7. Proprietary Rights
8. Links
The Rails Services or third parties may provide links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that Rails is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
9. Modification, Suspension, And Termination
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 Rails Services, in whole or in part, for any reason whatsoever, including to only allow open Perpetual Contracts to be closed. Rails reserves the right to automatically close any open position in your trading account at its sole discretion, with or without prior notice, and regardless of your consent. This may occur in circumstances such as extreme market volatility, insufficient margin, or to comply with applicable legal, regulatory, or risk management requirements. You acknowledge and agree that such actions may be necessary to protect the integrity of the platform and mitigate potential losses. Upon termination of your access, your right to use the Rails Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Rails Services or from any modification, suspension or termination, for any reason, of your access to all or any portion of the Rails Services. The following sections of these Terms will survive any termination of your access to the Rails Site or the Rails 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: Section 7 and Sections 9 through Section 17.
10. Risks
11. Indemnification
You will defend, indemnify, and hold harmless Rails and our Representatives (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with the Rails Services; (b) Digital Assets associated with your DBSP address; (c) any feedback or user content you provide to Rails, if any, concerning the Rails Services; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Rails (or, at our sole discretion, the applicable Indemnified Party) will have the right, in our or its sole discretion, to control any action or proceeding and to determine whether Rails wishes to settle, and if so, on what terms, and you agree to cooperate with Rails in the defense.
12. Disclosures; Disclaimers
13. Limitation of Damages; Exclusion of Consequential And Related Damages
14. Limitation of Liability
Without limitation of any provision of these Terms, in the event that Rails or any related party is found liable under these Terms, the aggregate liability of Rails (together with our equity owners, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors), arising out of or in connection with your use of the Rails Services (and any of their content and functionality), any performance or nonperformance of the Rails Services, your Digital Assets, Perpetual Contracts or any other product, service or other item provided by or on behalf of Rails, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability, will not exceed the amount of fees paid by you to Rails under these Terms, if any, in the two (2) month period immediately preceding the event giving rise to the claim for liability.
15. Dispute Resolution And Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY IMPACT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT AGAINST RAILS IN ANY COURT OR GOVERNING AUTHORITY. EXCEPT AS EXPRESSLY PROVIDED BELOW, THIS SECTION REQUIRES YOU TO SUBMIT ANY DISPUTE, CLAIM, OR DISAGREEMENT (EACH A “DISPUTE”) ARISING OUT OF THESE TERMS OR THE SERVICES, INCLUDING ANY DISPUTE THAT AROSE BEFORE THE EFFECTIVE DATES OF THESE TERMS, TO BINDING INDIVIDUAL ARBITRATION. THIS SECTION EXTENDS TO DISPUTES THAT AROSE OR INVOLVE FACTS OCCURING BEFORE THE EXISTENCE OF THIS OR ANY PRIOR VERSIONS OF THE TERMS AS WELL AS DISPUTES THAT MAY ARISE AFTER THE TERMINATION OF THE TERMS.
You and Rails agree that any Dispute arising out of or related to these Terms or the Rails Services is personal to you and Rails and that any Dispute will be resolved solely through individual arbitration, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.
Nothing in this Section precludes you or Rails from bringing an individual action for damages in a small claims court if such claims qualify and remain in small claims court, or from seeking injunctive or other equitable relief in court for infringement or other alleged misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
Except as specified above, you and Rails waive your rights to a judge or jury trial or to have any Dispute arising out of or related to these Terms or the Rails Services resolved in court. Instead, for any Dispute that you have against Rails or relating in any way to the Rails Services, you agree to first contact Rails and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Rails by email at legal@rails.xyz.
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 Rails 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 shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language, under 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 Rails agree that these Terms affect interstate commerce and that the enforceability of this Section 15 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, Rails, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including 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 Rails agree that for any arbitration you initiate, you will pay the filing fee and all other JAMS fees and costs. For any arbitration initiated by Rails, Rails will pay all JAMS fees and costs.
Any claim arising out of or related to these Terms or the Rails Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and Rails will not have the right to assert the claim.
If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 15; 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 will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, then 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 15 will be enforceable.
16. Governing Law
The interpretation and enforcement of these Terms, and any Dispute related to these Terms or the Rails Services that has arisen or may arise between you and Rails, will be governed by and construed and enforced under the laws of the Cayman Islands, as applicable, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.