These Terms of Service ("Terms") govern your use of the websites, platforms, services, and any related or affiliated entities, companies, projects, or ventures associated with Chainly, its founders, officers, or any variation thereof (collectively, "the Website"). This includes, but is not limited to, all current and future domain variations (e.g., .com, .net, .io), any spelling variations of related names (e.g., Chainly, ChaintoCSV, Chain2CSV, CoinTax LLC), and any other names, entities, or projects that may be associated with Chainly, its founders, or officers in the future. By accessing or using the Website, you ("User") agree to be bound by these Terms. If you do not agree to these Terms, you must immediately cease all use of the Website.

1. Use of the Website

The Website is provided solely for your personal, non-commercial use. Any unauthorized use, including but not limited to scraping, reverse engineering, or using the Website for illegal purposes, is strictly prohibited and may result in immediate termination of your access to the Website and potential legal action.

2. User Content

The Website may allow you to submit content such as comments, data, or other materials ("User Content"). By submitting User Content, you grant Chainly a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, distribute, display, and perform your User Content in any manner and for any purpose.

You represent and warrant that you possess all necessary rights to grant the above license and that your User Content does not violate any laws or third-party rights. Chainly reserves the right, but assumes no obligation, to monitor, review, or remove any User Content at its sole discretion.

3. Intellectual Property

All content on the Website, including but not limited to text, graphics, logos, software, ideas, concepts, and any other materials, is the exclusive property of Chainly or its licensors and is protected by U.S. and international intellectual property laws. Any unauthorized copying, reproduction, reverse engineering, modification, distribution, display, performance, or creation of derivative works from any content, ideas, or concepts on the Website is strictly prohibited and may result in immediate legal action.

4. Disclaimer of Warranties

The Website is provided "as is" and "as available," without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Chainly does not guarantee that the Website will be secure, error-free, or available at any specific time or location.

5. Limitation of Liability

To the fullest extent permitted by applicable law, Chainly, its affiliates, and their respective officers, directors, employees, and agents shall not be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or in connection with your access to, use of, or inability to use the Website or any services provided by Chainly, even if Chainly has been advised of the possibility of such damages.

Chainly shall not be liable for any claims arising from the acts or omissions of third parties, or for any indirect losses, such as loss of data, goodwill, or profits. You acknowledge and agree that you have not relied on any representation, warranty, or statement other than those expressly set out in these Terms.

In no event shall Chainly’s total cumulative liability to you for any and all claims related to these Terms or your use of the Website exceed the greater of (a) the total amount you have paid to Chainly in the twelve months preceding the event giving rise to the liability, or (b) one hundred dollars (USD $100). This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and even if this remedy fails of its essential purpose.

Chainly shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Chainly’s reasonable control, including but not limited to acts of God, war, terrorism, government regulations, natural disasters, or interruptions in service.

6. Indemnification

You agree to indemnify, defend, and hold harmless Chainly, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable attorney's fees and costs) arising out of or relating to (i) your access to or use of the Website; (ii) your violation of these Terms; (iii) your breach of any representation or warranty provided under these Terms; (iv) your infringement of any intellectual property or other rights of any person or entity; or (v) any claims brought by third parties against Chainly due to your actions or omissions.

Chainly reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Chainly in asserting any available defenses.

Upon request by Chainly, you agree to promptly advance any costs and expenses (including reasonable attorney’s fees) incurred by Chainly in defending any claims subject to indemnification under this Section. This indemnification obligation shall survive the termination or expiration of these Terms and your use of the Website.

7. Termination

Chainly reserves the right to terminate or suspend your access to the Website, with or without notice, for any reason, including any violation of these Terms. Upon termination, all provisions of these Terms that by their nature should survive termination shall remain in full force and effect, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

8. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict of law principles. Any legal actions or proceedings arising out of or relating to these Terms or the use of the Website must be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, USA.

9. Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Miami-Dade County, Florida, USA. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

All arbitration proceedings, including any related documents and the award, shall remain strictly confidential, and shall not be disclosed to any third party without the prior written consent of Chainly, except as required by law.

The parties agree that discovery shall be limited to the exchange of relevant documents only, with no depositions or interrogatories unless expressly authorized by the arbitrator for good cause shown. Each party shall bear its own costs and attorney’s fees related to the arbitration, regardless of the outcome, except that the parties shall equally share the arbitrator’s fees and any administrative costs of arbitration.

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You further agree to waive any right to a jury trial.

Nothing in this Section shall prevent Chainly from seeking preliminary injunctive relief or other provisional remedies in a court of competent jurisdiction, pending the outcome of arbitration.

10. Changes to These Terms

Chainly reserves the right to modify these Terms at any time. Any changes will be effective immediately upon posting on the Website. Your continued use of the Website following the posting of changes constitutes your acceptance of those changes. It is your responsibility to review these Terms periodically.

11. Contact Information

If you have any questions or concerns about these Terms, please contact us at info@chainly.dev.