Last Updated: October 12, 2023
This Cold Storage Card Agreement ("Cold Storage Card Agreement") is a legal agreement between you or an entity that you are representing ("you," or "your") and Ballet Global Inc., a Delaware corporation ("Ballet Global," "we," "our" or "us"). This Cold Storage Card Agreement governs your purchase, license and/or use of Ballet Global cryptographic cold storage card ("Cold Storage Card"). If you are purchasing, using or receiving the Cold Storage Card on behalf of an entity (for example, a company, non-profit entity, university, or other business or organization), you represent to us that you have authority to bind that entity to these terms, and that entity accepts these terms, and the term "you" or "your" will apply to such entity.
If you choose to purchase, license, receive or use any Cold Storage Card, you agree to this Cold Storage Card Agreement and to our Privacy Policy ("Privacy Policy"), which is available on our website and may be accessed at https://www.ballet.com/privacy/. This Cold Storage Card Agreement and the Privacy Policy govern your purchase, license, receipt, and use of the Cold Storage Cards. BY CLICKING “PURCHASE” OR BY OTHERWISE PURCHASING OR USING THE COLD STORAGE CARD, YOU AGREE TO THIS COLD STORAGE CARD AGREEMENT AND THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THIS COLD STORAGE CARD AGREEMENT, YOU DO NOT HAVE OUR PERMISSION TO PURCHASE OR USE THE COLD STORAGE CARDS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 9, you agree that disputes arising under this Cold Storage Card Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS COLD STORAGE CARD AGREEMENT, YOU AND BALLET GLOBAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1.1 Cold Storage Card Use. Your Cold Storage Card that you receive from us, directly or through a third party (e.g., through a reseller or other third party authorized by us to sell, license or otherwise distribute Cold Storage Cards) may allow you to deposit, store, track, transfer, and otherwise process the cryptocurrencies that you choose to deposit and store within your Cold Storage Card ("Cryptocurrencies").
1.2 Supported Cryptocurrencies. You must ensure that you deposit, store, track, transfer, and/or otherwise process through the Cold Storage Cards only those Cryptocurrencies that we expressly identify through our mobile application (“Mobile App”) and/or on our website located at www.ballet.com (the "Website") as being compatible with your Cold Storage Card ("Compatible Cryptocurrencies"). We assume no responsibility of any kind, and you assume all risk (including the risk that you may lose all of your Cryptocurrencies and that your Cold Storage Card may become fully inoperative) if you deposit, store, track, transfer, and/or otherwise process through the Cold Storage Cards any Cryptocurrency that we do not expressly identify in writing as being compatible with your Cold Storage Card. We reserve the rights to add or remove Compatible Cryptocurrencies at any time, in which case we will use commercially reasonable efforts to promptly provide you notice through the Mobile App and/or through the Website, and you agree to adjust your use of the Cold Storage Card accordingly.
1.3 Cryptographic Key. To deposit, store, track, transfer, and/or otherwise process Cryptocurrencies through your Cold Storage Card, you will need to use a unique cryptographic key specific to your Cold Storage Card. This key (the "Key") can be cryptographically derived from two independent cryptographic components: (1) an encrypted private key; and (2) a decryption passphrase (collectively, the "Key Components"). Ballet Global manufactures the Key Components of your Key separately and independently from one another and does not retain any copies of the Key Components, nor any records regarding which Key Components get paired together to ultimately form your Key. As a result, under no circumstances will Ballet Global be able to know which Key Components form your Key or recreate your Key or Key Components without your Cold Storage Card. As a result, it is critical that you secure and safeguard your Key, Key Components, and your Cold Storage Card at all times.
We have invested significant resources and time to develop a Cold Storage Card that we believe is safe and will provide extensive functionality to you. Nevertheless, you must remain alert to various possible situations through which malicious third parties may seek to access and/or steal the Cryptocurrencies that you store in your Cold Storage Card. For example, you must be aware of the following:
2.1 The Key is Unique and Under Your Control. To enhance your privacy and give you full exclusive control over your Cryptocurrencies, we do not retain a copy of your Key or Key Components, and we do not monitor or back up your Key or Key Components. Your Key Components will be written, engraved, or otherwise displayed on your Cold Storage Card, but may be obscured under a tamper-evident sticker or other physical covering when you initially receive your Cold Storage Card. You may choose to reveal your Key or Key Components (e.g., by scratching off a coating, by peeling off a label, etc.) after you purchase or otherwise lawfully receive ownership or control of your Cold Storage Card. To the extent that the sticker or other physical covering has been compromised, damaged, exposed, tampered with, or removed, your Key Components may be more readily exposed to and learned by third parties. Consequently, if another person learns your Key or Key Components, that person may be able to access and withdraw some or all of the Cryptocurrencies associated with your Cold Storage Card, and you may lose some or all of the funds associated with your Cold Storage Card. It is your sole responsibility to safeguard your Cold Storage Card and Key Components, and you are solely responsible for any losses that you incur if your Cold Storage Card is no longer in your possession or control and/or if your Key or Key Components becomes known to any third party.
2.2 We Do not Know Your Key. We do not know your Key or Key Components, and we do not back up your Key or Key Components. Consequently, if you forget or lose your Key or Key Components, or if your Key or Key Components becomes inoperative or inaccessible for any reason, you will likely not be able to retrieve some or all of the Cryptocurrencies associated with your Cold Storage Card, and you may lose some or all of the funds associated with your Cold Storage Card. You are solely responsible for any losses that you incur if you forget or lose your Key or Key Components, or if your Key or Key Components becomes inoperative or inaccessible for any reason.
2.3 Tampered Cards. If your Cold Storage Card is tampered with or otherwise becomes damaged (e.g., if someone scratches off the Key before you acquire the Cold Storage Card, or if someone otherwise learns your Key or Key Components) (a "Tampered Card"), a third party may be able to access and steal the Cryptocurrencies associated with your Tampered Card. Please carefully check and verify the integrity of each Cold Storage Card that you purchase or otherwise acquire, and if you suspect that your Cold Storage Card was subjected to tampering or was otherwise modified or accessed by someone before you received it, please notify the retailer or party that sold or provided to you that Cold Storage Card and obtain a replacement promptly, and do not use the affected Cold Storage Card in any way. We also recommend you transfer all Cryptocurrencies associated with your Tampered Card elsewhere. If you fail to do so or otherwise incur a loss of your Cryptocurrencies as a result, that is solely your responsibility. If your Cold Storage Card is subjected to tampering or is otherwise modified or accessed by someone, you may lose some or all of the funds associated with the Cold Storage Card. You are solely responsible for any losses that you incur if your Cold Storage Card is subjected to tampering or is otherwise modified or accessed by someone. We make no guarantees regarding the security of any Tampered Card.
3.1 We do not own or control the underlying software networks, blockchains, or protocols (collectively, "Protocols"), which facilitate transactions made using your Cold Storage Card. These Protocols may be non-proprietary and subject to open source licenses or open standards, and, thus, anyone may be able to use, copy, modify, and distribute the Protocols. As a result, Ballet Global has no control over these Protocols, and we assume no responsibility for the operation of them. We also do not guarantee the functionality or security of transactions made using your Cold Storage Card on these Protocols. These Protocols may be subject to sudden changes in operating rules (which may even lead to forks of the Protocols) that depend upon the decisions of the third parties maintaining any particular Protocol. Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Cryptocurrencies that you associate with your Cold Storage Card. We do not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes, and you must carefully consider publicly available information and information that may be provided by us and other relevant parties in determining whether to make any particular transaction using your Cold Storage Card. You acknowledge and accept the risks of performing transactions using your Cold Storage Card, and you agree that we are not responsible or liable for any loss that you may experience as a result of such transactions. You acknowledge and accept that we may not be able to help you perform any particular transaction, and, therefore, you agree that we have no obligation to assist you with any unsupported protocol or changes to supported protocols.
4.1 Before you purchase any Cold Storage Card from us, you will have the opportunity to review and accept the payment amount that you will be charged. Payments will be billed to you in U.S. dollars, and your account will be debited when you provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services. We will make reasonable efforts to keep pricing information published on the Website for the Cold Storage Cards up to date, and we encourage you to check our website periodically for current pricing information. We may change the prices for any Cold Storage Card if we give you advance notice of the changes before they apply. We may also make promotional offers or offer lower prices to you or other customers in the future at our discretion. These promotional offers, unless made to you, will not apply to your purchase of any Cold Storage Card from us.
4.2 You must pay with one of the following:
(i) A valid credit card or debit card acceptable to us;
(ii) Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
(iii) Using another payment option that we approve in writing (e.g., a form of payment that we identify and approve on our website or through a direct communication with you).
4.3 You authorize us, either directly or through our third-party service providers, to charge all sums for any order that you make for a Cold Storage Card (including all applicable taxes) to the payment method specified in Section 4.2. If you make payments to us using a credit card, we may seek pre-authorization of your credit card account prior to your purchase of any Cold Storage Card to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
4.4 Ordering Generally. Your order constitutes an offer to purchase Storage Cards, and all orders are subject to Ballet Global’s acceptance. Except to the extent prohibited by applicable law, Ballet Global may accept, decline, or place limits on your order for any reason, and Ballet Global may apply quantity limitations on orders in its sole discretion. You do, however, acknowledge that by clicking on the "Buy", "Place Order", "Purchase", "Pay Now" or other similar button, you enter into an obligation to pay for the Cold Storage Cards in the selected quantities. Ballet Global reserves the right to reject your order at any time before its acceptance, including, but not limited to, instances where there has been an obvious error in price or where the Cold Storage Card is no longer permitted for sale in your location. If Ballet Global rejects your offer, Ballet Global will, as your sole and exclusive remedy and Ballet Global’s sole and exclusive liability, refund the amount you paid for the rejected offer. If you have any questions, comments, or concerns regarding Ballet Global’s order acceptance policy, or if you believe that your order was rejected in error, please contact Ballet Global. If you need to update your shipping address or payment information after you place an order, please contact us.
4.5 Delivery. Ballet Global will attempt in good faith to deliver the Cold Storage Card in accordance with your order or any other schedule Ballet Global may provide to you when placing the order, but Ballet Global will not be responsible or liable for any delays or failure in such delivery. Your order will be delivered to the delivery address you specify when placing your order. If your delivery address is geographically remote or otherwise difficult to deliver to, it is possible that we may not be able to deliver there. If that is the case, we will notify you before we accept your order. Orders cannot be delivered to PO Box or similar addresses. Ballet Global will not be responsible or liable for any delay or failure to deliver due to any cause which is unavoidable or beyond Ballet Global’s reasonable control. In such cases, Ballet Global will have the right, at its option, without penalty or any liability for breach, to reschedule delivery within a reasonable time.
5.1 All Cryptocurrencies associated with your Cold Storage Card are your sole property, your sole responsibility, and in your sole exclusive control. We may not know the full identity of the owner of any particular physical cold storage card, and therefore we may not know who you are and may not be able to connect your Cold Storage Card to any particular natural person or business entity. Consequently, if you lose your Key or Key Components, or otherwise cease to have access to your Cold Storage Card, we may not be able to help you recover the Cryptocurrencies associated with your Cold Storage Card. Similarly, if you seek to demonstrate your ownership of the Cold Storage Card or of the Cryptocurrencies associated with your Cold Storage Card for any legal or regulatory purposes, we may not be able to help you with that process.
5.2 Title to Cold Storage Cards purchased from us will pass to you when the Cold Storage Card is delivered to the carrier, after which all risk of loss or damage to any Cold Storage Card will be yours. As between you and us, title to the Cryptocurrencies associated with your Cold Storage Card will remain with you at all times and will not transfer to us. As the owner of Cryptocurrencies associated with your Cold Storage Cards, you bear all risk of loss of such Cryptocurrencies. We have no liability for Cryptocurrency price fluctuations affecting the overall value of your Cryptocurrency holdings.
6.1 You acknowledge that Cryptocurrencies associated with your Cold Storage Card are not insured or otherwise protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
7.1 You will indemnify and hold us and Our Affiliated Entities harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your possession, permitted transfer, or use of the Cold Storage Card or breach of this Cold Storage Card Agreement (collectively referred to as "Claims"). We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by us in the defense of any Claims. "Our Affiliated Entities" means (i) our direct and indirect business affiliates, customers, licensees, users, vendors, investors and shareholders (whether now existing, prospective or future), predecessors, agents, attorneys, advisors, insurers, directors, employees, officers, and any other similar parties, and (ii) any and all of the foregoing's successors or assigns.
7.2 YOUR POSSESSION, PERMITTED TRANSFER, AND USE OF THE COLD STORAGE CARDS IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS COLD STORAGE CARD AGREEMENT, THE COLD STORAGE CARDS ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATED ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE COLD STORAGE CARDS ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED OR RELATED TO THE COLD STORAGE CARDS. WE AND OUR AFFILIATED ENTITIES DO NOT WARRANT THAT THE COLD STORAGE CARDS, CRYPTOCURRENCIES ASSOCIATED WITH THE COLD STORAGE CARDS, OR DATA PROCESSED THROUGH, IN CONNECTION WITH, OR USING THE COLD STORAGE CARDS ARE SECURE, ACCURATE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF ANY OF THESE EXCLUSIONS DO NOT APPLY TO YOU OR ARE VOID WITH RESPECT TO YOU UNDER ANY APPLICABLE LAWS OR REGULATIONS, THE RESPECTIVE WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO THE LONGER OF (A) 90 DAYS FROM THE DATE OF FIRST PURCHASE OR FIRST DELIVERY OF THE PRODUCTS, AND (B) THE SHORTEST PERIOD PERMITTED BY THOSE LAWS AND REGULATIONS.
7.3 WE AND OUR AFFILIATED ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR POSSESSION, PERMITTED TRANSFER, AND USE OF THE PRODUCTS WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
7.4 EXCEPT AS PROVIDED IN SECTIONS 9.5 AND 9.7(B), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AND CUMULATIVE LIABILITY, TOGETHER WITH THE TOTAL AND CUMULATIVE LIABILITY OF OUR AFFILIATED ENTITIES OVER THE LIFE OF THIS COLD STORAGE CARD AGREEMENT, FOR ALL CLAIMS, BREACHES AND ALL OTHER LIABILITIES ARISING OUT OF OR OTHERWISE RELATING TO THIS COLD STORAGE CARD AGREEMENT, TO YOU AND TO ALL OTHER PARTIES DIRECTLY OR INDIRECTLY AFFILIATED WITH YOU OR WITH THE RESPECTIVE CLAIMS SHALL BE LIMITED TO THE NET AMOUNT THAT WE RECEIVED FROM YOU FOR THE AFFECTED COLD STORAGE CARDS DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO SUCH CLAIMS. SUBJECT TO APPLICABLE LAW, WE AND OUR AFFILIATED ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, DATA CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF PROFITS OR INVESTMENT.
7.5 THE ABOVE LIMITATIONS AND DISCLAIMERS IN SECTIONS 7.2. 7.3 AND 7.4 APPLY EVEN IF WE AND OUR AFFILIATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LIABILITIES, BREACHES OR DAMAGES. THIS COLD STORAGE CARD AGREEMENT SETS FORTH OUR ENTIRE LIABILITY, AND THE ENTIRE LIABILITY OF OUR AFFILIATED ENTITIES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCTS AND THIS COLD STORAGE CARD AGREEMENT.
8.1 We may, in our sole discretion and without notice, restrict, deny, or terminate this Cold Storage Card Agreement, or suspend any or all of the Cold Storage Card and/or any or all of your related accounts, effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our products, technology and systems, to comply with our policies or applicable laws and regulations, if you fail to comply with this Cold Storage Card Agreement, if you no longer agree to receive electronic communications, if you notify us of your decision to terminate this Cold Storage Card Agreement, or if you request us to close any of your accounts or delete your data in our possession.
8.2 Upon termination of this Cold Storage Card Agreement, or upon suspension or termination of your accounts, you must immediately stop using the Cold Storage Cards (except to the extent that you own any Cold Storage Cards and such Cold Storage Cards owned by you do not require further licenses or support from us) and any outstanding payments will become due immediately. Any termination of this Cold Storage Card Agreement will not affect our rights to any payments due to us. Sections 1.2, 1.3, 2.1, 2.2, 3, 4, 5, 6, 7, 8.2, 9, and 10 will survive termination of this Cold Storage Card Agreement.
9.1 Except as described in subsection 9.2 and 9.3 below, you and Ballet Global agree that every dispute arising in connection with this Cold Storage Card Agreement, the Cold Storage Cards, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Cold Storage Card Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS COLD STORAGE CARD AGREEMENT, YOU AND BALLET GLOBAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
9.2 Although we are agreeing to arbitrate most disputes between us, nothing in this Cold Storage Card Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
9.3 If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 9 within 30 days after the date that you agree to this Cold Storage Card Agreement by sending a letter to Ballet Global, Inc., Attention: Legal Department – Arbitration Opt-Out, 2451 S. Buffalo Drive, Suite 105, Las Vegas, NV 89117, USA that specifies: your full legal name, address, the email address associated with your purchase or Cold Storage Card, your order number and date if available, your cold storage card serial number(s) if available, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once Ballet Global receives your Opt-Out Notice, this Section 9 will be void and any action arising out of this Cold Storage Card Agreement will be resolved as set forth in Section 10.5. The remaining provisions of this Cold Storage Card Agreement will not be affected by your Opt-Out Notice.
9.4 This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by this Cold Storage Card Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Ballet Global.
9.5 Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Ballet Global's address for Notice is: Ballet Global Inc. 2451 S Buffalo Drive, Suite 105 Las Vegas, NV 89117 USA. The Notice of Arbitration must: (a) identify the name and email address associated with the account of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Ballet Global may commence an arbitration proceeding. If you commence arbitration in accordance with these this Cold Storage Card Agreement, Ballet Global will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the 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 AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
9.6 Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Ballet Global must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
9.7 Except as provided in Section 9.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Ballet Global before an arbitrator was selected, Ballet Global will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
9.8 No Class Actions. YOU AND BALLET GLOBAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ballet Global agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
9.9 If Ballet Global makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Ballet Global's address for Notice of Arbitration, in which case your account with Ballet Global will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
9.10 If Section 9.8 or the entirety of this Section 9 is found to be unenforceable, or if Ballet Global receives an Opt-Out Notice from you, then the entirety of this Section 9 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 10.5 will govern any action arising out of or related to this Cold Storage Card Agreement.
10.1 This Cold Storage Card Agreement (together with the Privacy Policy) is the entire agreement between you and us with respect to your purchase from us and use of the Cold Storage Cards, and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. The foregoing does not apply, however, to the extent that we have separately entered into any other written agreement with you that expressly supersedes this Cold Storage Card Agreement, in which case the other written agreement will prevail over this Cold Storage Card Agreement with respect to the products and services to which such other written agreement applies.
10.2 If any court of law, having the jurisdiction, rules that any part of this Cold Storage Card Agreement is invalid, that section will be removed without affecting the remainder of the Cold Storage Card Agreement. The remaining terms will be valid and enforceable.
10.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Cold Storage Card Agreement.
10.4 You cannot assign or transfer ownership of this Cold Storage Card Agreement to anyone without our written approval, except to the extent that you are an entity and all or substantially all of your stock, assets or business are acquired by another entity, in which case you may assign this Cold Storage Card Agreement to that entity provided that you give us notice within thirty (30) days after that acquisition. We may assign or transfer this Cold Storage Card Agreement at any time, in whole or in part, without notice to you, to any party.
10.5 California state law governs this Cold Storage Card Agreement without regard to its conflicts of laws provisions. You and Ballet Global submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under this Cold Storage Card Agreement.