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Terms of Service

These Rebar Labs Terms of Service (the “Terms”) are entered into by and between the service User (“you” or the “User”) and Rebar Labs, Inc. (the “Company”, or “we”) (each a “party” and collectively the “parties”) regarding the parties' respective rights and obligations relating to the use of the Rebar Labs transaction relay (the “Rebar RPC”) including any software or data provided or enabled by the Company. The Rebar RPC is comprised of a client and server through which users, via their local node software and/or wallet or other software, interact with the Company and with third parties. Specifically, the Rebar RPC enables a user to send transactions to a mempool maintained by miners separately from the public Bitcoin mempool. If you wish to access and/or use the Rebar RPC, you shall carefully read the entirety of these Terms. By accessing and/or using the Rebar RPC as a user, miner or mining pool, or as an integration into other software, you represent that you have read and agree to the entirety of these Terms and the relevant rules referred to herein, and these Terms shall have legal and binding effect on both parties.

You agree that the Company has the right to modify the provisions of these Terms and to notify you of the modified Terms by online publication or by any other reasonable means. You agree to regularly and frequently check the Rebar RPC for the latest version of the Terms. If you do not agree to the latest version of the Terms after such modification, you shall discontinue your use of the Rebar RPC provided by the Company. Your continued use of the Rebar RPC will be deemed your acceptance and consent of the latest version of the Terms.

  1. Rebar RPC. The Company makes the Rebar RPC available to Bitcoin users (including users of protocols based on Bitcoin, such as BRC-20), solely for the purpose of communicating transaction data to miners and mining pools. The Company does not have access to the data transmitted by a user through the Rebar RPC, nor does the Company monitor metadata related to use of the Rebar RPC, such as IP addresses of users. The Company does not currently charge any fees for use of the Rebar RPC, and expressly reserves the right to begin charging fees upon providing notice to Users. By using the Rebar RPC, you agree that the Company has provided you with good and valuable consideration to support your promises herein.

  2. Acceptable Use. You agree to use the Rebar RPC solely for the purpose of sending and/or receiving transaction data. Any other use of the Rebar RPC, such as for the purpose of spamming a mempool, evading lawful and applicable financial or other regulations (including sanctions), etc. is expressly prohibited and the Company hereby reserves the right to suspend, revoke, or limit the permission of any user for any violation hereof (or otherwise), at any time in its sole discretion, with no prior notice. You agree that the Company shall not be liable to you for any losses or damages caused by such access limitation or suspension. You are responsible for any data you transmit via the Rebar RPC, including for the provision of any data that constitutes intellectual property infringement. You agree to maintain the confidentiality of your credentials (including but not limited to any certificate) used to access the Rebar RPC, and that you will not share them with any third party, or send copies of any software or code provided by the Company, if any, with any third party. If you are using the Rebar RPC on behalf of others or for the benefit of any third parties the Company is not responsible for any action—legal or otherwise—brought against you by the aforementioned others or third parties.

  3. Representations and Warranties.

    1. The Company hereby warrants and represents that it is a duly organized corporation and is authorized by all necessary corporate action to do business, to provide the Rebar RPC to users, and to enter into these Terms. The Company hereby expressly disclaims all other warranties, as set forth more fully below.

    2. You hereby warrant and represent that you are of the age of majority in your jurisdiction and/or not otherwise barred from entering into a binding contract by any applicable law, and that you are fully authorized by any corporate action, if necessary, to enter into these Terms. You further warrant and represent that your use of the Rebar RPC shall not violate the rights of any third party, constitute a breach of any agreement to which you are a party, or violate any applicable laws, rules, or regulations to which you are subject. You further warrant and represent that you are fully capable of understanding and using the Rebar RPC and that you are sophisticated in the use of software applications and computer code related to peer-to-peer networks, cryptocurrency, and decentralized ledger technology. You further acknowledge that use of peer-to-peer networks, cryptocurrency, and decentralized ledger technology involves inherent risks of technical failure, data loss, and actions by malicious third parties, and that such technology or part thereof is regularly made available in an experimental or incomplete state, which can lead to network failure and User loss, and you hereby assume all such risks with regard to your use of the Rebar RPC.

  4. Disclaimer of Warranties by the Company. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ANY REPRESENTION OR WARRANTY THAT THE REBAR RPC OR ANY SERVICES PROVIDED BY THE COMPANY ARE ACCURATE, PRIVATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE REBAR RPC IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT THE COMPANY WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (1) ANY PUBLIC DISCLSOURE, INACCURACY, DEFECT OR OMISSION OF DATA, (2) ANY ERROR OR DELAY IN THE TRANSMISSION OF DATA, (3) INTERRUPTION IN THE SERVICES, (4) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY THE COMPANY OR THIRD PARTY SERVICE PROVIDER AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (5) ANY DAMAGES INCURRED BY OTHER USERS' ACTIONS, OMISSIONS OR VIOLATION OF THE AGREEMENT, (6) COOPERATION WITH INVESTIGATIONS BY SERVICE PROVIDERS OR INTERNATIONAL ORGANIZATIONS, AND (7) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZATION BY THE COMPANY.

  5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROFITS, REVENUE, BUSINESS OPPORTUNITIES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED BY THE COMPANY, EVEN WHERE THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT THERE IS A FINAL UNAPPEALABLE JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF THE COMPANY'S WILLFUL MISCONDUCT, FRAUD, OR INTENTIONAL VIOLATION OF LAW. IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED ONE THOUSAND U.S DOLLARS (U.S. $1,000.00).

  6. Indemnity. You shall indemnify and hold harmless the Company, its affiliates, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses, and damages (collectively, “Losses”, including reasonable attorney's fee) arising out of or related to (1) your violation of the applicable laws and regulations; (2) your breach of the Terms; and/or (3) your use of the Rebar RPC or your conduct in connection with the Company.

  7. Intellectual Property. You hereby acknowledge and agree that the Company shall own all rights in the intellectual property in the Rebar RPC, and that you are provided only with a limited license to use the Rebar RPC as set forth herein. In no event shall you own any right, title, or interest in any of the Rebar RPC code, copyrighted or otherwise, or any derivative thereof, and in the event that you provide feedback about the Rebar RPC and the Company later modifies the Rebar RPC functions or code, you assign all right, title, and interest in any intellectual property that may be represented by such feedback to the Company without limitation.

  8. Arbitration Terms and Waiver of Rights, Including Class Actions. PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

    1. Obligation to Attempt to Resolve Disputes Through Good Faith Negotiations. Prior to commencing any legal proceeding against the Company of any kind, including an arbitration as set forth below, you and the Company agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the Terms or the Rebar RPC (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference, or by telephone, to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below. You and the Company agree that any dispute arising out of or related to these Terms or the Rebar RPC is personal to you and the Company and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

    2. Mandatory Arbitration. If you and the Company cannot reach an agreement to resolve the claim, then either party may submit the dispute exclusively to binding arbitration administered by JAMS or, under the limited circumstances set forth herein, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. The arbitrator shall be selected by you and the Company using ranked choice from a list of candidates proposed by JAMS, all of which shall have substantial experience with cryptocurrency, decentralized ledger technology, or at a minimum software development/implementation litigation. Arbitration proceedings will be held in Delaware or may be conducted telephonically or via video conference for disputes alleging damages less than $100, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS User Interface 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 the Company agree that these Terms affect interstate commerce and that the enforceability of this Section 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. You and the Company agree that for any arbitration you initiate, you will pay the filing fee and the Company will pay the remaining JAMS fees and costs. For any arbitration initiated by the Company, the Company will pay all JAMS fees and costs. You and the Company agree that the state or federal courts of the State of Delaware and the United States sitting in Delaware have exclusive jurisdiction over any appeals and the enforcement of an arbitration award, and/or any action necessary for the procurement of an equitable remedy. Any claim arising out of or related to these Terms or the Rebar RPC must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and the Company will not have the right to assert the claim. If any portion of this Section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section; 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 shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, 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 8 will be enforceable.

    3. Miscellaneous. These Terms, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, your use of the Rebar RPC, and any and all interactions between you and the Company. These Terms may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the provisions hereof may be waived only by a written document signed by each party to these Terms or, in the case of waiver, by the party or parties waiving compliance. If any provision of these Terms is deemed to be illegal, invalid, or unenforceable for any reason, such provision shall be deemed severable and shall not affect the legal effect of any other provision. No delay or omission as to the exercise of any right or power, including any such right or power accruing upon any breach by you, shall impair the Company's exercise of any right or power or be construed as a waiver of any breach or acquiescence therein. These Terms are binding upon you and the Company, and do not create any third-party beneficiary rights. You may not assign or transfer any of your rights or obligations under the Terms without prior written consent from the Company. The Company may assign or transfer any or all of its rights or obligations under the Terms, in whole or in part, without notice or obtaining your consent or approval.

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