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Privacy Policy
Terms of Use, 2025
Welcome to TestMachine.ai, a platformoperated by and proprietary to TestMachine, Inc. (the “Platform”). The Platformprovides users access to software tools for cybersecurity services, penetrationtesting, smart contract auditing, and technology infrastructure and applicationsecurity protection.
You agree and understand that by using thePlatform, you are agreeing to enter into this user agreement (the “UserAgreement”) by and between you and TestMachine, Inc., and be legally bound byits terms and conditions, so please read them carefully. Please also note thatthere may be specific terms or conditions applicable to you as a user in agiven jurisdiction, as detailed herein. If any term or condition of this UserAgreement is unacceptable to you, please do not visit, access, or use thePlatform. Use of the words “we,” “us,” or “our” in this User Agreement refersto TestMachine, Inc. and any or all of its affiliates.
Please note that the section on DisputeResolution contains an arbitration clause and class action waiver. By agreeingto this User Agreement, you agree to resolve all disputes through bindingindividual arbitration, which means that you waive any right to have thedispute decided by a judge or jury, and you waive any right to participate incollective action, whether that be a class action, class arbitration, orrepresentative action.
Feel free to print and keep a copy of thisUser Agreement, but please understand that we reserve the right to change anyof these terms and conditions at any time. You can always find the latestversion of this User Agreement here on this page.
1. Using Our Services
By using the Platform, you represent andaffirm that you are at least 18 years old, have the legal capacity to enterinto this User Agreement by and between you and TestMachine, Inc., and agree tobe legally bound by the terms and conditions of this User Agreement in theirentirety. If you use the Services on behalf of another person or entity, youmust have the authority to accept the Terms on their behalf.
You agree and understand that by logginginto your account following any change to this User Agreement, your login shallconstitute your agreement to the amended User Agreement by and between you and TestMachine,Inc., and you agree to be legally bound by its terms and conditions as amended.Among other things, this means that, if you log into your account or use thePlatform following an amendment to this User Agreement, transactions that youor others have already undertaken, and benefits, could be affected by theamended terms and conditions of this User Agreement. See, for example, the‘Account Termination’ section. You should, therefore, read this User Agreementfrom time to time. You agree and understand that we have the right to requireyour affirmative assent and continuing acceptance of this User Agreement, fromtime to time, as a condition of your access and use of the Platform, website, TestMachine,Inc. mobile application or any other services described in this User Agreement(collectively, the “Services”) or logging into your account. If you do notagree to be bound by this User Agreement, you should not access or use anyServices, or login to your account. Should you disagree to this User Agreement(including any changes or amendments), please close your account in accordancewith the Account Closure section.
You agree and understand that we may modifypart of or all of the Platform without notice. You agree and understand that part or all of the Platform may beperiodically unavailable during scheduled maintenance or unscheduled downtime(collectively, “Downtime”). You agree and understand that TestMachine is notliable or responsible to you for any inconvenience or damage to you as a resultof Downtime.
The Platform is highly experimental andrisky and you use the Platform solely at your own risk. As used herein,“Digital Asset” means a digital asset (also called a “cryptocurrency,” “virtualcurrency,” “digital currency,” or “virtual commodity”), such as bitcoin orether, which is a digital representation of value based on (or built on top of)a cryptographic protocol of a computer network. As used herein, “Blockchain” is a list of transactions that anyone canview and verify. The Bitcoin Blockchain, for example, contains a record ofevery time someone sent or received bitcoin.
2. Fees and Payments
You will pay all fees charged to youraccount (“Fees”) according to the prices and terms on the applicable pricingpage, or as otherwise agreed between us in writing. We have the right tocorrect pricing errors or mistakes even if we have already issued an invoice orreceived payment. You will provide complete and accurate billing informationincluding a valid and authorized payment method. We will charge your paymentmethod on an agreed-upon periodic basis, but may reasonably change the date onwhich the charge is posted. You authorize TestMachine and its affiliates, andour third-party payment processor(s), to charge your payment method for theFees. If your payment cannot be completed, we will provide you written noticeand may suspend access to the Services until payment is received. Fees are payablein U.S. dollars and are due upon invoice issuance. Payments are nonrefundableexcept as provided in this User Agreement.
Unless otherwise stated, Fees do notinclude federal, state, local, and foreign taxes, duties, and other similarassessments (“Taxes”). You are responsible for all Taxes associated with yourpurchase, excluding Taxes based on our net income, and we may invoice you forsuch Taxes. You agree to timely pay such Taxes and provide us withdocumentation showing the payment, or additional evidence that we mayreasonably require. TestMachine uses the name and address in your accountregistration as the place of supply for tax purposes, so you must keep thisinformation accurate and up-to-date.
We may change our prices by posting noticeto your account and/or to our website. Price increases will be effective 14days after they are posted (as defined in our Service Terms), which will beeffective immediately. Any price changes will apply to the Fees charged to youraccount immediately after the effective date of the changes.
You agree and understand that we have theright to offset any and all debts owed to TestMachine, Inc. through the offsetof balances of your account or any Related Account.
3. Applicable Laws andRegulations
Your conduct on the Platform is subject tothe laws, regulations, and rules of any applicable governmental or regulatoryauthority (the “Applicable Laws and Regulations”). You unequivocally agree and understand thatby signing up to use the Platform and opening an account and using the Platformin any capacity, you agree and understand to act in compliance with and belegally bound by this User Agreement as well as the Applicable Laws andRegulations.
4. Account Access
Access to your Account is limited solely tothe individuals who have successfully registered and opened an associated UserAccount. You agree that you will not grant any person access to your UserAccount, except as described herein, as granting access may violate ApplicableLaws and Regulations.
You are only permitted to access yourAccount using your User Account login credentials and other required forms ofauthentication. We may require multi-factor authentication to keep your UserAccount safe and secure.
You agree that your User Account logincredentials and any other required forms of authentication, where applicable,have been chosen by you, when applicable. You also agree to keep your UserAccount login credentials and any other required forms of authentication,confidential and separate from each other, as well as separate from any otherinformation or documents relating to your User Account.
You agree and understand that yourdisclosure of login information to third parties may negate our userauthentication measures and allow unauthorized access to your account. Youagree that we cannot be held liable for unauthorized access or other loss resultingfrom your disclosure or other transmission, whether intentional or inadvertent,of your login information to third parties.
You agree and understand that you aresolely responsible (and you will not hold us responsible) for managing andmaintaining the security of your User Account login credentials and any otherrequired forms of authentication. You further agree and understand that we arenot responsible (and you will not hold us responsible) for any unauthorizedaccess to or use of your User Account
You agree and understand that you areresponsible for monitoring your User Account. If you notice any unauthorized orsuspicious activity in your account, please email contact@testmachine.ai andnotify us immediately
5. Account Communication
You agree and understand that we willprimarily communicate with you electronically. We will use the email address onrecord for your User Account as our primary means of communicating with you.You acknowledge and understand that this is the only authorized way to contactus. You agree that we cannot be held liable for unauthorized access to youraccount or other loss resulting from such fraud or other malfeasance by thirdparties. To ensure that you receive all of our communications, you agree tokeep your email address up-to-date and immediately notify us if there are anychanges. Delivery of any communication to the email address on record isconsidered valid. If any email communication is returned as undeliverable, weretain the right to block your access to the Platform until you provide andconfirm a new and valid email address.
6. Account Suspension
You agree and understand that we have theright to immediately (i) suspend your account and all accounts beneficiallyowned by you and any members of your household or for which you are arepresentative or authorized signatory and, in the case of entities, anyaffiliates (each, a “Related Account”), and (ii) suspend your access to thePlatform, until a determination has been made, if we suspect, in our solediscretion, you and/or any such accounts to be in violation of, at any timesince the opening of such account or Related Account (each, a “ConductViolation”):
· any provision of this UserAgreement;
· any Applicable Laws orRegulations;
· our AML Program; or
· our Platform Conduct Rules.
You further agree and understand that wehave the right to immediately (i) suspend your account and any Related Account,and (ii) suspend your access to the Platform until a determination has beenmade, if:
· we are required to do so by aregulatory authority, court order, facially valid subpoena, or binding order ofa government authority;
· the account is, or is relatedto any account that is, subject to any pending litigation, investigation, orgovernmental proceeding;
· the account has a negativebalance for any reason;
· the account has a balance thatneeds to be reconciled for any reason;
· we believe someone isattempting to gain unauthorized access to the account;
· we believe there is unusualactivity in the account;
· we believe your account wasused to send or receive a ransomware payment;
· we believe you are using thePlatform, your login credentials, or other account information in anunauthorized or inappropriate manner;
· the account is being accessedfrom a jurisdiction where we do not offer the Services; or
· the account has not beenaccessed in one year or more.
If your account has been suspended, youwill be notified when accessing the Platform. We may, in our sole discretion,give Written Notice that your account has been suspended and may, in our solediscretion, disclose the reasons for suspension, if permitted to do so by law.
7. Account Closure
You may close any of your accounts at anytime. You agree and understand that closing an account will not affect anyrights and obligations incurred prior to the date of account closure. You maybe required to either cancel or complete all open orders and, in accordancewith the provisions of this User Agreement. You are responsible for any fees,costs, expenses, charges, or obligations (including, attorney and court fees)associated with the closing of your account.
8. Account Investigations
You agree and understand that we have theright to immediately investigate your account and any Related Account, if wesuspect, in our sole discretion, that you or any such account has committed aConduct Violation or otherwise been engaged in prohibited use or suspiciousactivity. You further agree and understand that we have the right toimmediately investigate your account and any Related Account, if:
· we are required to do so by aregulatory authority, court order, facially valid subpoena, or binding order ofa government authority;
· the account is, or is relatedto any account that is, subject to any pending litigation, investigation, orgovernmental proceeding;
· the account is, or is relatedto any account that is, the property of a Sanctioned Person;
· the account was used tofacilitate a ransomware payment; or
· the account has not beenaccessed in one years or more.
We may, in our sole discretion, giveWritten Notice that your account is the subject of an investigation and may, inour sole discretion, share the general nature of the investigation, ifpermitted to do so by law.
You agree and understand that upon ourrequest and within the time frame designated by us, you and any related partyare obligated to respond to any interrogatories in writing and to furnish anydocumentary materials and other information in connection with anyinvestigation initiated pursuant to this User Agreement. You agree andunderstand that neither you nor any related party shall impede or delay anyinvestigation or proceeding conducted pursuant to this User Agreement, norrefuse to comply with any request made pursuant to this User Agreement.
Following the conclusion of aninvestigation, we will make, in our sole discretion, a determination based uponthe weight of the evidence. If a suspected Conduct Violation pertains to ourPlatform Conduct Rules, we may consider a variety of factors in assessingwhether your conduct violated our Platform Conduct Rules, including:
· Whether your intent was toinduce others to transact when they otherwise would not have;
· Whether your intent was tocreate misleading activities;
· Market conditions in theimpacted market(s) and related markets;
· The effect on other marketparticipants;
· Your historical pattern ofactivity;
· Your ability to manage the riskassociated with your order(s) if fully executed;
· The duration between, andfrequency of, non-actionable messages; or
· The prices of preceding andsucceeding bids, offers, and trades.
You agree and understand that if youraccount or any Related Account is determined, in our sole discretion, to havecommitted a Conduct Violation, we have the right to terminate any such accountsand take any and all necessary and appropriate actions pursuant to this UserAgreement or Applicable Laws and Regulations.
9. Legal Process
You agree and understand that we, as wellas our affiliates, service providers, their respective officers, directors,agents, joint venturers, employees, and representatives (collectively, the“Service Providers”), may comply with any writ of attachment, execution,garnishment, tax levy, restraining order, subpoena, warrant or other legalprocess, which any of us reasonably and in good faith believe to be valid. Weand any Service Provider may, but are not required to, notify you of suchprocess by electronic communication. We and any Service Provider may charge youfor associated costs, in addition to any legal process fees. You agree toindemnify, defend, and hold all of us harmless from all actions, claims,liabilities, losses, costs, attorney’s fees, or damages associated with ourcompliance with any process that any of us reasonably believe in good faith tobe valid. You further agree that we and any Service Provider may honor anylegal process, regardless of the method or location of service.
10. Prohibited Activity
We do not permit the use of the Platformfor any prohibited activity in an Account, including: use on any dark market,ransomware, mixing service (i.e., a mixer or tumbler used to obscure the sourceof funds), or illegal activity that would violate, assist in violation of, orcause TestMachine, Inc. to violate any Applicable Laws and Regulations (asdefined in the Applicable Laws and Regulations section), or which would involveproceeds of any unlawful activity (collectively, “Prohibited Activity”). Youagree and understand that we have the right to immediately (i) suspend youraccount and any related account and (ii) suspend your access to the Platform,if we suspect, in our sole discretion, any such accounts to be in violation ofour Prohibited Activity policy.
11. Sanctions and Export Controls
You may not use any of our services that weprovide if: (i) you are in, under the control of, or a national or resident ofany country or region subject to sanctions or embargoes issued by OFAC, theU.S. Department of State, the United Nations, the UK’s HM Treasury's financialsanctions regime, or any other applicable government authority (each, a“Prohibited Jurisdiction”); (ii) you are on OFAC’s Specially DesignatedNationals List, the U.S. Commerce Department's Denied Persons List, UnverifiedList, Entity List, HM Treasury's financial sanctions regime, or any similarlist of restricted persons issued by an applicable government authority (each,a “Governmental Watchlist”) ((i) and (ii), a “Sanctioned Person”); or (iii) youintend to offer any services that we provide on the Platform to any ProhibitedJurisdiction or Sanctioned Person
12. Platform Conduct Rules
You agree to abide by and understand thatwe enforce the following Platform standards of conduct rules (“Platform ConductRules”) designed to prevent the use of the Platform for disruptive ormanipulative conduct or deceptive practices. We take our Platform Conduct Rulesvery seriously and it is our policy to take all the necessary steps to prohibitmanipulative conduct or deceptive practices. The following are strictly prohibitedon the Platform:
Fraud andMisrepresentation. Neither you nor any relatedparty shall engage or attempt to engage in any fraudulent act or engage orattempt to engage in any scheme to defraud, deceive or trick, in connectionwith or related to any activity related to the Platform. This includes providingany false, inaccurate, or misleading information.
Cyberattack. Any activity that seeks to interfere with or compromise theintegrity, security, or proper functioning of any computer, server, network,personal device, or other information technology system, including thedeployment of viruses and denial of service attacks.
Collection ofUser Data. Any activity that seeks to collect,harvest, or assemble any data or information regarding any other user withouttheir consent. This includes, the email addresses, usernames, or passwords ofother users.
IntellectualProperty Infringement. Any activity that infringeson or violates any copyright, trademark, service mark, patent, right ofpublicity, right of privacy, or other proprietary or intellectual propertyrights under the law.
ActsDetrimental to TestMachine. It is a violation ofthis User Agreement to engage in any act detrimental to TestMachine, Inc.
Any OtherUnlawful Conduct. Any activity which would violate,or assist in violation of, any law, statute, ordinance regulation or sanctionsprograms administer in the countries where we conduct business or which wouldinvolve proceeds of any unlawful activity.
13. Digital Asset Networks
You understand that we do not own orcontrol the underlying software protocols of Digital Asset Networks whichgovern the operation of Digital Assets. In general, the underlying protocolsare open source and anyone can use, copy, modify, and distribute them. Youagree and understand that: (i) we are not responsible for the operation of theunderlying protocols, and (ii) we make no guarantees regarding their security,functionality or availability.
14. Proprietary Rights and Limitations on Use
The Platform is our proprietary platform. Youmay be given access to Confidential Information of TestMachine, its affiliatesand other third parties. You may use Confidential Information only as needed touse the Services as permitted under this User Agreement. You may not discloseConfidential Information to any third party, and you will protect ConfidentialInformation in the same manner that you protect your own confidentialinformation of a similar nature, using at least reasonable care. ConfidentialInformation means nonpublic information that TestMachine or its affiliates orthird parties designate as confidential or should reasonably be consideredconfidential under the circumstances, including software, specifications, andother nonpublic business information. Confidential Information does not includeinformation that: (i) is or becomes generally available to the public throughno fault of yours; (ii) you already possess without any confidentialityobligations when you received it under these Terms; (iii) is rightfullydisclosed to you by a third party without any confidentiality obligations; or(iv) you independently developed without using Confidential Information. Youmay disclose Confidential Information when required by law or the valid orderof a court or other governmental authority if you give reasonable prior writtennotice to TestMachine and use reasonable efforts to limit the scope ofdisclosure, including assisting us with challenging the disclosure requirement,in each case where possible.
The Platform is protected by copyright andother intellectual property laws. You agree and understand not to modify, copy,reproduce, retransmit, distribute, sell, publish, broadcast, create derivativeworks from, or store the Platform source code or similar proprietary orconfidential data or other similar information provided via the Platform,without our express prior written consent. You may not use the Platform for anyunlawful purpose.
Except any open-source software or othermaterial incorporated into the Platform, the Platform and its entire contents,features, and functionality (including all information, software, text,displays, images, video, and audio, and the design, selection, and arrangementthereof) are owned by us, our licensors, or other providers of such material.Provided that you are eligible, we hereby grant you a non-assignable andnon-exclusive personal, worldwide, license to use the Platform. This license isfreely revocable by us at any time without notice or cause.
We appreciate feedback, comments, ideas,proposals and suggestions for improvements. If you provide any of these things,we may use it without restriction or compensation to you.
You may not (i) use the Platform or theServices in a way that infringes, misappropriates or violates any person’srights; (ii) reverse assemble, reverse compile, decompile, translate orotherwise attempt to discover the source code or underlying components ofmodels, algorithms, and systems of the Services (except to the extent suchrestrictions are contrary to applicable law); (iii) use output from theServices to develop models that compete with TestMachine; (iv) except aspermitted through the API, use any automated or programmatic method to extractdata or output from the Services, including scraping, web harvesting, or webdata extraction; or (v) buy, sell, or transfer API keys without our priorconsent. You will comply with any rate limits and other requirements in ourdocumentation.
15. Assumption of Risk
By accessing and using the Platform, yourepresent that you are financially and technically sophisticated enough tounderstand the inherent risks associated with using cryptographic andBlockchain-based systems, and that you have a working knowledge of the use andintricacies of Digital Assets and other digital tokens such as those followingthe Ethereum Token Standard (ERC-20). Accordingly,you understand and agree to assume full responsibility for all the risks ofaccessing and using the Platform to interact with the Blockchains and DigitalAssets thereon.
16. Third-Party Websites
We may link to other websites operated byor with content provided by third parties and such other websites may link toour website. You agree and understand that we have no control over any suchother websites or their content and will have no liability arising out of orrelated to such websites or their content. The existence of any such links doesnot constitute an endorsement of such websites, their content, or theiroperators. We are providing these links to you only as a convenience.
17. Third-Party Service Providers
You agree and understand that we may usethird parties to gather, review, and transmit your data and activity from oneor more of your financial institutions to us. By using the Platform, you agreeto grant third-party providers that we may engage the right, power, andauthority to access and transmit your data, activity, and personal andfinancial information in accordance with and pursuant to their terms andconditions, privacy policy, or other policies.
18. General Provisions
You agree and understand to be legallybound by the terms and conditions set forth in this User Agreement and thatthis User Agreement governs your use of the Platform and the services weprovide. By using the Platform, you agree and understand to be legally bound bythe terms and conditions of this User Agreement and agree and understand thatyou have received the disclosures set forth herein. If you do not agree to belegally bound by the terms and conditions of this User Agreement, please do notvisit, access, or use the Platform in any capacity or manner. Whether or notyou click “I AGREE,” if you sign up for an account and use the Platform in anycapacity or manner, you agree, by virtue of any such action, to be legallybound by the terms and conditions of this User Agreement (including any changesor amendments) in their entirety.
19. Disclaimer of Warranties
THE SERVICES WE AND SERVICE PROVIDERSPROVIDE ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHEREAVAILABLE” BASIS. NEITHER WE NOR ANY SERVICE PROVIDER REPRESENT OR WARRANT TOTHE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY, ORFITNESS FOR A PARTICULAR PURPOSE OF THE PLATFORM OR THE INFORMATION CONTAINEDTHEREIN OR SERVICES CONTAINED THEREON. WE DO NOT MAKE ANY REPRESENTATIONS ORWARRANTIES THAT ACCESS TO THE SITE OR USE OF THE SERVICES WILL BE CONTINUOUS,UNINTERRUPTED, OR ERROR-FREE.
20. Disclaimer of Liability
EXCEPT TO THE EXTENT REQUIRED BY LAW,NEITHER WE NOR ANY SERVICE PROVIDER SHALL BE LIABLE TO YOU, WHETHER IN CONTRACTOR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, ORSIMILAR DAMAGES, DIMINUTION IN ASSET VALUE, OR LOST BUSINESS OPPORTUNITIES(EVEN IF WE OR ANY SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITYTHEREOF) IN CONNECTION WITH THIS USER AGREEMENT, YOUR USE OR ATTEMPTED USE OFTHE PLATFORM, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATEDBY THIS USER AGREEMENT. OUR TOTAL LIABILITY FOR BREACH OF THIS AGREEMENT SHALLBE LIMITED TO THE FEES PAID TO TESTMACHINE IN THE PRIOR TWELVE MONTHS. YOUAGREE AND UNDERSTAND THAT NEITHER WE NOR ANY SERVICE PROVIDER SHALL BE LIABLEFOR DELAYS OR INTERRUPTIONS IN SERVICE CAUSED BY AUTOMATED OR OTHER COMPLIANCECHECKS OR FOR OTHER REASONABLE DELAYS OR INTERRUPTIONS IN SERVICE, BYDEFINITION TO INCLUDE ANY DELAY OR INTERRUPTION SHORTER THAN ONE WEEK, ORDELAYS OR INTERRUPTIONS IN SERVICE BEYOND THE CONTROL OF TESTMACHINE INC. ORITS SERVICE PROVIDERS. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOTLIMITED TO ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE,SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTEROR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHERATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES,TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNETSERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OROTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. NEITHER WE NOR ANY SERVICE PROVIDERGUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PLATFORM. IF THISDISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OFTHIS USER AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SUPERSEDES THE OTHERSECTION.
21. Force Majeure
You agree and understand that in no eventshall we or any Service Provider be liable for any delays, failure inperformance or interruption of service which result directly or indirectly fromany cause or condition, whether or not foreseeable, beyond our or any ServiceProviders’ reasonable control, including, any act of God, nuclear or naturaldisaster, epidemic, pandemic, action or inaction of civil or militaryauthorities, act of war, terrorism, sabotage, civil disturbance, strike orother labor dispute, accident, state of emergency or interruption, loss, ormalfunction of equipment or utility, communications, computer (hardware orsoftware), Internet or network provider services.
22. Indemnities
In no event shall we or any ServiceProvider be liable for any act, omission, error of judgment, or loss sufferedby you in connection with this User Agreement or your use or attempted use ofthe Platform. You agree to indemnify and hold us and all Service Providersharmless from or against any or all liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, expenses (including reasonableattorneys’ fees), claims, disbursements or actions of any kind and injury(including death) arising out of or relating to your use of the Platform or anyService Providers’ performance or nonperformance of duties to you.
If you are a California resident, you waiveCalifornia Civil Code Section 1542, which states:
“A GENERALRELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOTKNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THERELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS ORHER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
If you are a resident of anotherjurisdiction, you waive any comparable statute or doctrine.
23. Legal Costs
You agree to indemnify us and any ServiceProvider for actual, reasonable legal costs and expenses directly related toyour account or any related account that are a result of any regulatoryinquiry, legal action, litigation, dispute, or investigation whether suchsituations occur or are anticipated, that arise or relate to you or your use ofthe Platform. As a result, we will be entitled to charge your Account for suchcosts without notice, including legal and enforcement related costs that weincur . Any withholding will last for a period of time that is reasonablynecessary to resolve any regulatory or legal issue at hand, and we may placeany amounts garnered from you in a separate account and will pay you theremaining balance after any noted issue has been resolved. Furthermore, youagree that where such anticipated or actual actions relate to a specific assetin your account, that asset may not be transferred out of said account untilthe matter is resolved. We will provide copies of all invoices on request.
24. Entire Agreement
This User Agreement and our Privacy Policy,incorporated by reference herein, comprise the entire understanding andagreement entered into by and between you and TestMachine, Inc. as to thesubject matter hereof, and supersede any and all prior discussions, agreements,and understandings of any kind (including without limitation any prior versionsof this User Agreement), as well as every nature between and among you and us.
25. Assignment
This User Agreement, or your rights andobligations hereunder, may not be transferred by you, but may be assigned by uswithout restriction. Any attempted transfer or assignment by you in violationhereof shall be null and void. This User Agreement shall be binding and inureto the benefit of the parties hereto, our successors, and permitted assigns.
26. Relationship of the Parties
You agree and understand that nothing inthis User Agreement shall be deemed to constitute, create, imply, give effectto, or otherwise recognize a partnership, employment, joint venture, or formalbusiness entity of any kind; and the rights and obligations of the partiesshall be limited to those expressly set forth herein. Except for the indemnityand exculpation provisions herein, nothing expressed in, mentioned in, orimplied from this User Agreement is intended or shall be construed to give anyperson other than the parties hereto any legal or equitable right, remedy, orclaim under or in respect to this User Agreement to enforce any of its termswhich might otherwise be interpreted to confer such rights to such persons, andthis User Agreement and all representations, warranties, covenants, conditionsand provisions hereof are intended to be and are for the exclusive benefit ofyou and us.
27. Use of Brands.
You may not use TestMachine’s or any of itsaffiliates’ names, logos, or trademarks, without our prior written consent.
28. Severability
You agree and understand that if anyprovision of this User Agreement, or application thereof, shall be determinedto be invalid or unenforceable under any rule, law, or regulation or by anygovernmental agency, local, state, or federal, such provision will be changedand interpreted to accomplish the objectives of the provision to the greatestextent possible under any applicable law. You further agree and understand thatthe validity of or enforceability of any other provision (or of such provision,to the extent its application is not invalid or unenforceable) of this UserAgreement shall not be affected.
29. Change of Control
In the event that we are acquired by ormerged with a third-party entity, we reserve the right, in any of thesecircumstances, to transfer or assign the information we have collected from youas part of such merger, acquisition, sale, or other change of control.
30. Survival
You agree and understand that allprovisions of this User Agreement, which by their nature extend beyond thetermination or expiration of this User Agreement, including sections pertainingto suspension, investigations, remedies for breach, termination, debts owed,right to offset, unclaimed funds, general use of TestMachine, disputes with us,and general provisions, shall survive the termination or expiration of thisUser Agreement.
31. Miscellaneous
Section headings in this User Agreement arefor convenience only, and do not govern the meaning or interpretation of anyprovision of this User Agreement. Unless the express context otherwiserequires: (i) the words “hereof,” “herein,” “hereunder” and words of similarimport, when used in this User Agreement, shall refer to this User Agreement asa whole and not to any particular provision of this User Agreement; (ii) theterms defined in the singular have a comparable meaning when used in the pluraland vice versa; (iii) wherever the word “include,” “includes” or “including” isused in this User Agreement, it shall be deemed to be followed by the words“without limitation”; (iv) the word “extent” in the phrase “to the extent”shall mean the degree to which a subject or other thing extends and such phraseshall not mean simply “if”; and (v) the word “or” shall not be interpreted tobe exclusive.
32. Written Notice
If we send an email to the email address onrecord for your User Account, you agree and understand that this constituteswritten notice (“Written Notice”) from us to you. If send an emailcommunication to [XXX], this constitutesWritten Notice from you to us. For all notices made by email, the date ofreceipt is considered to be the date of transmission.
33. Non-Waiver of Rights
This User Agreement shall not be construedto waive rights that cannot be waived under Applicable Laws and Regulations,including applicable state money transmission laws in the state where you arelocated. In addition, our failure to insist upon your strict compliance withany term or provision of this User Agreement shall not be construed as a waiverfor you to not comply with such term or provision.
34. Governing Law
This User Agreement, your use of thePlatform, your rights and obligations, and all actions contemplated by, arisingout of or related to this User Agreement shall be governed by the laws of theState of Wyoming, as if this User Agreement is a contract wholly entered intoand wholly performed within the State of Wyoming. YOU AGREE THAT ALL ORDERS,TRADES, DEPOSITS, WITHDRAWALS, OR SALES ON WYOMING AND CONTEMPLATED ACCORDINGTO THE TERMS OF THIS USER AGREEMENT SHALL BE DEEMED TO HAVE OCCURRED IN THESTATE OF WYOMING AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF WYOMINGWITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS
35. Dispute Resolution
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [XXX] so that we can attempt to resolve it without resorting to formal dispute resolution. If we are unable to reach an informal resolution within sixty days of your WrittenNotice, then you agree to resolve the potential dispute according to the process set forth below.
Any claim or controversy arising out of or relating to the Platform or this User Agreement, or any other acts or omissions for which you may contend that we are liable, including any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited ArbitrationProcedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in Wyoming, unless TestMachine, Inc. and you agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.