Website Terms of Use

Last Modified: January 5, 2025

These Website Terms of Use ("Terms of Use") applies to https://tungsten.dev/, and any website where we display these terms (each a "Site"). Tungsten Dev, Inc. ("Tungsten" or "we") operates each Site to provide online access to information about Tungsten and the products, services, and opportunities we offer.

IMPORTANT NOTICE PLEASE READ THESE WEBSITE TERMS OF USE CAREFULLY. THESE TERMS OF USE CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRE THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS OF USE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

By accessing and using a Site, you are accepting these Terms of Use on behalf of yourself or the entity that you represent. You represent and warrant that you have the right, authority and capacity to enter into these Terms of Use on behalf of yourself or the entity that you represent. You may not access or use any Site if you are not at least 13 (or 16 in California) years old. If you do not agree with all of the provisions of these Terms of Use, do not access and/or use a Site.

We reserve the right to modify these Terms of Use at any time without giving you prior notice. Your use of a Site following any such modification constitutes your agreement to follow and be bound by these Terms of Use, as modified. The last date these Terms of Use were revised is set forth above, so be sure to check back for updates.

1. Permitted Use of a Site

You may use a Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on a Site (singly or collectively, the "Content") solely for your non-commercial purposes and/or to learn about Tungsten and the products, services, and opportunities we offer solely in compliance with these Terms of Use.

2. Prohibited Use of a Site

By accessing a Site, you agree that you will not:

  1. use a Site in violation of these Terms of Use;
  2. copy, modify, create a derivative work from, reverse engineer or reverse assemble a Site, or otherwise attempt to discover any source code, or allow any third party to do so;
  3. sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Site in any way;
  4. use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses a Site in a manner that sends more request messages to the servers hosting Tungsten's products, services, and Sites, in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
  5. use a Site in any manner that damages, disables, overburdens, or impairs any Tungsten website or interferes with any other party's use and enjoyment of a Site;
  6. mirror or frame a Site or any part of it on any other web site or web page;
  7. attempt to gain unauthorized access to a Site;
  8. access a Site by any means other than through the interface that is provided by Tungsten for use in accessing a Site;
  9. use a Site for any purpose or in any manner that is unlawful or prohibited by these Terms of Use.

Any unauthorized use of any Content or a Site may violate patent, copyright, trademark, and other laws.

3. Ownership

Each Site is based upon proprietary Tungsten technology and includes the Content. Each Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. Each Site, including all intellectual property rights in a Site, belongs to and is the property of Tungsten or its licensors (if any). Tungsten owns and retains all of its copyrights in the Content.

Except as specifically permitted on a Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or a Site, in whole or in part, by any means.

Tungsten, the Tungsten logos, and our other marks used by Tungsten from time to time are trademarks and the property of Tungsten. The appearance, layout, color scheme, and design of the tungsten.dev site are protected trade dress. You do not receive any right or license to use the foregoing. Tungsten may use and incorporate into a Site or the Tungsten Service any suggestions or other feedback you provide, without payment or condition.

4. Term and Termination

Subject to this Section, these Terms will remain in full force and effect while you use a Site. We may suspend or terminate your rights to use a Site at any time for any reason at our sole discretion, including for any use of a Site in violation of these Terms of Use. Upon termination of your rights under these Terms of Use, your right to access and use a Site will terminate immediately. Tungsten will not have any liability whatsoever to you for any termination of your rights under these Terms of Use.

5. Links to Third-Party Web Sites

A Site may contain links to third party websites and services. Links on a Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site and be subject to the terms and privacy policies of those third parties. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Tungsten of the third party, the third-party web site, or the information there. Tungsten is not responsible for the availability of any such web sites. Tungsten is not responsible or liable for any such web sites or the content thereon.

6. Disclaimers; Limitations of Liability

TUNGSTEN AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF A SITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SITES, AND RELATED CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TUNGSTEN AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO A SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TUNGSTEN IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THESE TERMS OF USE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TUNGSTEN AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF A SITE, WITH THE DELAY OR INABILITY TO USE A SITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF A SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF TUNGSTEN OR ANY OF TUNGSTEN'S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF, NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS OF USE, TUNGSTEN IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF TUNGSTEN AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS.

7. Indemnification

You understand and agree that you are personally responsible for your behavior on a Site. You agree to indemnify, defend and hold harmless Tungsten, its parent companies, subsidiaries, affiliated companies, joint ventures, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use a Site or the Content, or any violation by you of these Terms of Use.

8. General Provisions

8.1 Entire Agreement/No Waiver

These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Tungsten of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

8.2 Correction of Errors and Inaccuracies

The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. We do not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

8.3 Enforcement

If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect.

8.4 Modification

Tungsten reserves the right, at any time, to modify, suspend, or discontinue any Site (in whole or in part) with or without notice to you. You agree that Tungsten will not be liable to you or to any third party for any modification, suspension, or discontinuation of a Site or any part thereof.

8.5 No Support or Maintenance

You acknowledge and agree that Tungsten will have no obligation to provide you with any support or maintenance in connection with any Site.

8.6 Governing Law; Venue

These Terms of Use, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Notwithstanding the preceding sentences with respect to the substantive law of these Terms of Use, any arbitration conducted hereunder shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). Subject to the arbitration agreement below, all disputes arising out of these Terms of Use will be subject to the exclusive jurisdiction and venue of the state and federal courts of San Francisco, California, and the parties hereby consent to the personal jurisdiction of these courts.

8.7 Arbitration

Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you may seek relief from us.

8.7.1 Arbitration. Any dispute, claim, or disagreement between you and Tungsten arising out of or relating in any way to these Terms of Use and your access to or use of a Site will be resolved by binding arbitration, rather than in court, except that: (i) you and Tungsten may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Tungsten may seek equitable relief in court for infringement or other misuse of intellectual property rights.

8.7.2 Waiver of Jury Trial. YOU AND TUNGSTEN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Tungsten are instead electing that all disputes will be resolved by arbitration under these Terms of Use, except as set out under Section 8.7.1 above.

8.7.3 Waiver of Class and Other Non-Individualized Relief. YOU AND TUNGSTEN AGREE THAT, EXCEPT AS SPECIFIED HEREIN, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

8.7.4 Rules and Forum. Notwithstanding any other provision in these Terms of Use with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of any arbitration proceedings and related clauses in these Terms of Use. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the AAA Commercial Arbitration Rules then in effect in the State of California, by one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute, including, without limitation, disputes arising out of or related to the interpretation or application of arbitration clauses in these Terms of Use, including the enforceability, revocability, scope, or validity of the arbitration requirement or any portion the clauses contained herein.

8.8 Export

Each Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Tungsten, or any products utilizing such data, in violation of the United States export laws or regulations.

Contact Us

If you have any questions about these Terms of Use, please contact us at [email protected].