Native Markets
The rules of using our site, APIs, and USDH-related services.
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About USDH. USDH is a digital token issued by Bridge natively on Hyperliquid and potentially bridged to other Protocols. Bridge has agreed to maintain reserves for each outstanding USDH equal to one U.S. dollar ($1), or an equivalent amount of assets permitted by law. Please review the Bridge Terms carefully to understand your rights to redeem your USDH with Bridge. We are not the issuer of USDH and do not hold reserves for USDH, and we are not obligated to directly repurchase or redeem your USDH, although we will use best efforts to cause Bridge to do so. You are not entitled to any interest or other returns earned on the reserves for USDH. USDH does not itself generate any interest or return and only represents your right to require Bridge to redeem USDH for an equivalent amount of U.S. dollars through your account with Bridge.
Services are Noncustodial. Although the Services send transaction messages on your behalf, we do not obtain possession or, control of your cryptocurrencies or fiat currency. Instead, these transfers happen between your wallet and Bridge’s wallet onchain or between Bridge’s and your banking service providers. When you interact with the Services, you retain control over your digital assets and funds at all times until they are transmitted either onchain or by your banking service provider. We do not buy, sell, transfer, or ever take possession or control of your digital assets or funds and we are not party to any transactions conducted while accessing our Services.
API Access. As part of the Services, we may provide you with certain application programming interfaces (APIs), API access tokens, HTML scripts, data import tools or other software as applicable (collectively, “APIs”). Subject to these Terms and to, to any limitations described in the API documents, we grant you a non-exclusive, limited, non-transferable, non-sublicensable, worldwide, freely revocable right and license to use the APIs solely in connection with your use of the Services as permitted herein. You are responsible for protecting, securely storing and backing up your API credentials. We do not have any ability to recover your API credentials if they are lost or compromised. You must immediately notify us at support@nativemarkets.com if you know or have any reason to suspect that your API credentials have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized access to your API credentials.
Wallets. To use the Services, you will need to connect a compatible third-party digital wallet (“Wallet”) with the Services. By using a Wallet in connection with the Services, you agree that you are using the Wallet under the terms and conditions of the applicable third-party provider of such Wallet. We do not maintain or support any Wallet, and we cannot assure that the Services will be compatible with any specific Wallet. We have no access to your private keys and cannot help you recover your private keys and/or seed phrases for your Wallet. You are solely responsible for maintaining the confidentiality of your private keys and you are responsible for any transactions signed with your private keys.
Updates; Monitoring. We may make improvements, modifications or updates to the Services (“Updates”) from time to time. Your continued access and use of the Services are subject to such Updates and you are responsible for making any corresponding changes to your systems to cause your systems to properly interact with the Services. Your access and use of the Services may be interrupted from time to time as we implement Updates or conduct other maintenance, which we may take at such times we determine in our discretion. Although the Company is not obligated to monitor access to and participation in the Services, it has the right to do so and it may use data related to use of the Services to conduct research, analytics, tests and to develop and improve the Services. In certain circumstances, we may deem it necessary to report suspected illegal activity using the Services to applicable law enforcement agencies.
Fees. You may be required to pay certain fees in connection with your use of the Services. We currently do not charge fees ourselves, although we reserve the right to charge fees for our Services in the future. We will disclose the amount of fees we will charge or pass through to you for the applicable Service at the time you initiate a transaction through the Services. However, you may be required to pay transaction or processing fees for transactions initiated through the Services, including blockchain gas or similar network fees associated with transactions on any Protocol, or third-party fees imposed by parties including Bridge, your Wallet, or your banking service provider or other party. . Where possible, we will attempt to provide accurate information about these third party fees and charges. Any such information reflects our estimate, which may vary from the fees and charges actually paid in connection with transactions that you initiate through use of the Services, and may not include all such fees.
Transactions Are Non-Refundable. All transactions processed through the Services are non-refundable. In certain cases, your transactions through the Services may not be successful due to an error with the applicable Protocol, your Wallet, your banking services provider, Bridge, or another third party. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions.
Eligibility. You must be 18 years of age or older and not be a Prohibited Person to use the Services. A “Prohibited Person” is any person or entity that is (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including being designated on any list of prohibited or restricted parties by any governmental authority, such as the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List or Entity List, the E.U. Consolidated List of persons, groups and entities subject to EU financial sanctions, and the U.K. Consolidated List of Financial Sanctions Targets, (b) located, a resident of or organized in any jurisdiction or territory that is the subject of comprehensive sanctions, including but not limited to Iran, North Korea, Cuba, and the Crimea, Donetsk, and Luhansk regions of Ukraine, or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom, or the United States, or (c) owned or controlled by such persons or entities listed in (a)-(b). You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are located or accessing the Services from in connection with your use of the Services. By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in the prohibited activities in Section 4.2.
Account. To use the Services, you need to create an account (“Account”) (which, if you are accessing the Services on behalf of a Firm, should be an Account associated with the Firm). You agree to provide us with accurate, complete and updated information for your Account. You are solely responsible for any activity on your Account and maintaining the confidentiality and security of your credentials. You agree not to create any Account if we have previously removed your Account, or we previously banned you from any of our Services, unless we provide written consent otherwise. If you are accessing the Services on behalf of a Firm, you may elect to log in to your Account via single sign-on (SSO) functionality. We make no warranties of any kind with respect to any SSO functionality, including how it may interact with the Services.
Onboarding with Bridge. To purchase or redeem USDH using the Services, you will also need to accept the Bridge Terms and create an account with Bridge. Bridge will require you to provide certain information and documents regarding your identity and your use of the Bridge Services. Bridge may refuse to onboard you, and may terminate its provision of Bridge Services to you, and may also refuse to process, suspend or cancel any transaction by you, in its sole discretion. We do not have the ability to control or force Bridge to onboard or provide Bridge Services to any user, and you hereby release us from any claim related to Bridge’s refusal to onboard you as a customer or provide you with any Bridge Services.
Other Information. We may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or if required by applicable law or regulation. We may also require you to provide additional information or documents in cases where we have reason to believe: (i) that your Wallet is being used for illegal money laundering or for any other illegal activity; or (ii) you have concealed or reported false identification information or other details.
Accurate Information. You represent and warrant that all information you provide to us, to Bridge and to your banking services providers with respect to transactions initiated through the Services is accurate, current and complete, that you have the legal right to conduct transactions in your account in any banking services provider that is connected to the Services, and that you are the owner of all funds in your Wallet.
Restricted Addresses. We reserve the right to prevent certain wallet addresses from using the Services that we determine, in our sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms (“Restricted Addresses”). In the event that you send USDH to a Restricted Address, or receive USDH from a Restricted Address, Bridge may freeze such USDH and we may terminate your Account. You may not access the Services using a Prohibited Address.
Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://docs.google.com/document/d/1dbyG1UjwxRFOTbarrSr4grTppGbktj8X.
Right to Use Services. We hereby permit you to use the Services for your personal use (or if you are accessing the Services on behalf of a Firm, for that Firm’s use) only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.
Restrictions On Your Use of the Services. Your use of the Services and USDH is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering and counter-terrorist financing provisions and sanctions. You agree to act in compliance with and be legally bound by these Terms and all applicable laws and regulations. Your right to use the Services is conditional on your continued compliance at all times with these Terms and all applicable laws and regulations. You may not do any of the following in connection with your use of the Services or USDH:
Restrictions On Your Use of USDH. In addition to these Terms, your holding and use of USDH are subject to the Bridge Terms, and your right to access USDH is conditional on your continued compliance at all times with these Terms and the Bridge Terms and all applicable laws and regulations. Prohibited Persons are not permitted to access, hold or transact in USDH (including bridged or wrapped versions of USDH on any Protocol).
Restrictions on Manipulative Activity. You agree that you will not engage in any actions (either yourself or in concert with other market participants) which are intended to (A) deceive or mislead other market participants regarding the Services or USDH; (B) artificially control or manipulate the price or trading volume of USDH; (C) knowingly disseminate false or misleading information or use deceptive measures to influence the price or trading volume of USDH; or (D) aid, abet, enable, finance, support or endorse any of the foregoing activity.
Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos) and content are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership. We and our licensors reserve all rights in connection with the Services and our content.
Ownership of Trademarks. The Company’s name, trademarks and logos and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
Ownership of Feedback. We welcome feedback, bug reports, comments and suggestions for improvements to the Services and USDH (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services, USDH or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
Third Party Services and Materials. The Services may make available services or content from third parties, including from Bridge, and may provide links to certain third-party websites (“Third-Party Services and Materials”). The Company does not endorse any Third-Party Services and Materials. You agree that your access and use of such Third-Party Services and Materials is governed solely by the terms and conditions of such Third-Party Services and Materials. The Company is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services and Materials. The Company is not responsible for the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Services and Materials. You irrevocably waive any claim against the Company with respect to such Third-Party Services and Materials. Third-Party Services and Materials and links to other websites are provided solely as a convenience to you.
Bridge Services. Your use of the Bridge Services and USDH are subject to the Bridge Terms. We will use our best efforts to cause Bridge to comply with its obligations (including its obligations to redeem USDH) under the Bridge Terms, but we do not control or guarantee Bridge’s performance or obligations and accept no responsibility or liability to you in connection with your use of the Bridge Services.
Third-Party Exchanges. Although one unit of USDH is always redeemable for $1, less applicable fees (if any), neither the Company nor Bridge can control how third parties quote or price USDH, and neither the Company nor Bridge is responsible for any losses or other issues that may result from fluctuations in the prices of USDH on any centralized or decentralized exchange. Listing of USDH on any defi protocol or centralized exchange does not imply any endorsement from us or Bridge and neither the Company nor Bridge is responsible for any losses or other issues you might encounter using USDH on any defi protocol or centralized exchange.
Copies and Wrapped Assets. As a result of the decentralized and open-source nature of USDH and the nature of Protocols generally, it is possible that an unaffiliated party could create an alternative, equivalent version of USDH, either on a Protocol where native issuance is supported or otherwise. In addition, parties may create “wrapped” or “bridged” versions of USDH, which are digital assets that are collateralized by or otherwise incorporate USDH into their design and which may be tradeable on Protocols other than which USDH is natively issued. Neither we nor Bridge support copies or wrapped or bridged versions of USDH, and you acknowledge and agree that you will be unable to redeem a copy or wrapped or bridged version of USDH from Bridge. We assume no responsibility for any value that might be lost as a result of this lack of support of copies or wrapped or bridged versions of USDH. Please refer to the Bridge Terms to understand the risks and limitations related to attempting to redeem a copy or wrapped version of USDH from Bridge.
Disclaimers.
Your access to and use of the Services and USDH are at your own risk. You understand and agree that the Services and USDH are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES AND USDH FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility of the Services with any other application or any particular system or device, including any Wallets; (d) whether the Services or USDH will meet your requirements; (e) whether the Services will be available on an uninterrupted, secure or error-free basis; and (f) whether the Services will protect your assets from theft, viruses, cyberattack, or other form of loss caused by third party conduct. Nothing contained in the Services is meant to constitute, financial, legal or other professional advice of any kind. If you require advice in relation to any financial, legal or other professional matter you should consult an appropriate professional. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 7.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES OR TO USE OR REDEEM USDH), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES, USDH OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES OR USDH. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Acknowledgement; Assumption of Risks.
By using the Services or USDH, you represent that you have read, understood, and acknowledged the risks disclosed in the Bridge Terms and that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, cryptocurrencies and other digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services and USDH, and will bear the risks thereof, including loss of all amounts paid, the risk that USDH may not always be priced at $1.00 on third party exchanges and Protocols, and that there is a risk that Bridge may not fulfil its obligations to redeem USDH. You acknowledge and agree that there are risks associated with purchasing and holding digital assets and using blockchain technology in general. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks.
As a result of the decentralized and open source nature of Protocols, it is possible that a party unaffiliated with us or Bridge could create an alternative version of one of the Protocols on which USDH is supported (a “fork”). Note that in the event of a fork of a Protocol on which USDH is supported, Bridge may be forced to suspend minting and redemption of USDH on both forks of such Protocol for a period of time. In the event of a fork of a supported Protocol, Bridge has the sole discretion whether to support a fork or which fork to support. Copies of USDH on any unsupported fork may not be redeemed by Bridge. Please refer to the Bridge Terms for more information about how Bridge will operate if a fork occurs.
We, acting in consultation with Bridge, reserve the right to deprecate any Protocol on which USDH is natively issued, and this decision may be made by us in our sole discretion in consultation with Bridge. We will attempt to provide you with notice of the deprecation of any USDH on any Protocol, and you agree to take any and all actions reasonably necessary to effectuate the migration of your USDH to another supported Protocol that we identify. If you fail to take the actions required by migration, you may not be able to redeem your USDH from Bridge. If that happens, we will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your USDH to another Protocol. Please refer to the Bridge Terms for more information about how Bridge will operate if USDH will no longer be supported on a specific Protocol.
You acknowledge that USDH are neither (i) deposits of or guaranteed by a bank nor (ii) insured by the FDIC or by any other governmental agency.
Transactions on a blockchain are generally irreversible, and may execute automatically when certain conditions are met. You are responsible for ensuring that any details entered in connection with a transaction using the Services are accurate and complete. We are not responsible for any losses due to your errors, including an incorrectly constructed transaction.
You acknowledge that there are inherent risks associated with using or interacting with public blockchains and blockchain technology. There is no guarantee that such technology will be unavailable or subject to errors, hacking or other security risks. Underlying blockchain protocols may also be subject to sudden changes in operating rules, including forks, and it is your responsibility to make yourself aware of upcoming operating changes.
You acknowledge that when interacting with the Services, you retain control over your USDH and other digital assets at all times. We are not acting as your broker, intermediary, agent, advisor, or custodian, and we do not have a fiduciary relationship with or obligation to you. We do not issue, buy, sell, transfer, or custody digital assets, nor do we facilitate or make any recommendations related to any transactions in digital assets.
You are responsible for the reporting and payment of any taxes incurred in connection with transactions in USDH, regardless of whether such transactions are facilitated through the Services. We may report information with respect to transactions using the Services to a tax or governmental authority to the extent such reporting is required by applicable law. Bridge may also withhold taxes applicable to transactions or to payments or distributions made or deemed made to the extent such withholding is required by applicable law. From time to time, Bridge may require tax documentation or certification of taxpayer status as required by applicable law, and any failure to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law.
Indemnification. By entering into these Terms and accessing or using the Services or USDH, you agree that you will defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your use of the Services or USDH; or (d) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.
Third Party Beneficiaries. You and the Company acknowledge and agree that the Company Entities (other than the Company) are third party beneficiaries of these Terms, including under Sections 7 and 8.
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.
Informal Process First. You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Services or USDH, including the Website, any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.
Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (ii) intellectual property disputes.
Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to support@nativemarkets.com. The notice must be sent to the Company within thirty (30) days of your first acquisition of USDH, registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.
IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services or USDH after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment will apply to a dispute for which an arbitration has been initiated prior to the change in Terms.
Suspension; Termination. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may, in its sole discretion, suspend or terminate your Account and/or access to or use of any of the Services, with or without notice, for any or no reason, including if you have breached any portion of these Terms, or if we determine such action is necessary to comply with these Terms, any of our policies, procedures or practices, any law rule or regulation, or to protect the security or integrity of the Services or our or our service providers’ information technology systems. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Company will only retain information related to your transactions initiated through the Services to the extent we are required by law to do so. All sections which by their nature should survive the termination of these Terms will continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company will be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, if such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
Miscellaneous. If any provision of these Terms is determined to be unlawful, void or for any reason unenforceable, then that provision will be severed from these Terms and will not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and do not have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York, New York.
How to Contact Us. You may contact us about the Services, USDH or these Terms by e-mail at support@nativemarkets.com. For any questions and further information about the Bridge Services, and for additional information about USDH, please reach out directly to Bridge in accordance with the Bridge Terms.