Capitalized terms shall have the meanings assigned to them in these Terms, unless the context requires otherwise.
“Affiliate” means an entity that owns or controls, is owned or controlled by, or is or under common control or ownership with a party, where control is defined as the direct or indirect power to direct or cause the direction of the management and policies of such party, whether through ownership of voting securities, by contract, or otherwise.
“AML” stands for Anti-Money Laundering, which means a set of procedures, laws, and regulations that are intended to stop the practice of generating income through illegal actions.
“Authorized User” any person granted express or implied authority to use, access, or make decisions regarding or submit information pertaining to the Services.
“Confidential Information” means all confidential information disclosed by a party or its representatives (“Disclosing Party”) to the other party or its representatives (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
“KYC” stands for Know Your Customer (or Client), which means the process of a business verifying the identity of its customers or clients and assessing potential risks of illegal intentions for the business relationship.
“Personal Data” means information that, alone or in combination with other information provided to Company, can be used to identify (whether directly or indirectly) an individual person.
In order to use the Services, you represent and confirm (1) you are at least eighteen (18) years of age or older (for US based users) or at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (2) you have the right, authority and capacity to accept these Terms and to bide by these Terms, and that you will so abide. Company is not obligated to accept any information from any user and has sole and absolute discretion to accept or reject a submission to perform Services. Company has no responsibility or liability unless and until Company provides written confirmation that its Services have been performed for such user.
Services are not available where prohibited by law or by Company policy, as updated from time to time; currently, such places include the countries of Iran, North Korea, Sudan, South Sudan, Syria, Cuba, or any other country against which the United States imposes financial sanctions or embargoes.[Need to consider Russia.]
Be advised that in some jurisdictions, due to regulatory considerations, Company may not provide part or all of the Services.
Due to changing regulatory requirements and interpretations in the Digital Assets markets, Company will use its sole and absolute discretion to revise the list of prohibited jurisdictions and/or reject specific applications and/or use part or all of the Services, where Company determines that regulatory or policy reasons prevent Company from being able to offer its Services.
Company is not required to comply with applicable AML and KYC requirements, but rather is a tool to enhance and assist with KYC/AML obligations. For corporate entities, we may require identification information related to the directors, officers, or equity owners of the business. We may also gather and use information about you from third parties, to help us confirm your identity, perform our Services. You represent and warrant at all times that any and all information provided by you to us is true, accurate, and not misleading in any respect. If any such information changes, it is your obligation to provide the new information to us as soon as practicable following such change.
We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.
Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact [ADD EMAIL IF RELEVANT]. If we are not able to support your request, you may need to terminate Services.
User will (i) be responsible for meeting Company’s applicable minimum system requirements for use of the Service; (ii) be responsible for compliance with these Terms, (iii) be solely responsible for the accuracy, quality, integrity and legality of data provided to Company, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Service under its account, and notify Company promptly of any such unauthorized access or use, (v) be responsible for any network or internet connectivity required to access the Services over the internet and (vi) use the Service only in accordance with these Terms, any applicable documentation, laws and government regulations, and any reasonable written instructions provided by Company to User. We may follow any instructions regarding your Services provided that we reasonably believe such instructions are authorized by you or the Authorized User.
Prohibitions. User will not (i) make the Service available to anyone other than Users, (ii) sell, resell, rent or lease the Services, (iii) upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any User, third party, or Company, (iv) upload files that contain viruses, Trojan horses, malware, viruses, worms, time bombs, corrupted files, or any other similar software that may harm or damage the operation of another’s computer or the Service, (v) interfere with or disrupt the integrity or performance of the Company Service or third-party data contained therein.
In addition to the other prohibitions set forth in these Terms, User will not (i) create derivate works based on the Company Service, (ii) copy, frame or mirror any part or content of the Company Service, other than copying or framing on User’s own intranets or otherwise for User’s own internal business purposes in accordance with Company’s applicable documentation, (iii) reverse engineer, decompile, disassemble or otherwise attempt to obtain or perceive the source code from which any component of the Company Service is compiled or interpreted, or (iv) access the Company Service in order to build a competitive product or Service or to copy any features, functions or graphics of the Company Service, or (v) copy, store, possess or use in part or in whole the original data provided and made available on the Company Service except as explicitly allowed and provided in these Terms and solely during the term hereof.
Ownership. Company owns all metadata in connection with installation, registration, use, and performance of the Services, including response times, load averages, usage statistics, and activity logs.
Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party or in connection with the performance of Services as set forth in these Terms, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of performing the Services as set forth in these Terms, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its Representatives who need such access for purposes consistent with the scope of Services as outlined in these Terms and who are legally bound to protect such Confidential Information consistent with the requirements in performance of the Services in connection with these Terms.
We are not liable to you for errors that do result in a financial loss to you. We may take any action that is authorized or permitted by these Terms without liability to you, even if such action causes you to incur fees, expenses or damages. If we receive conflicting instructions from you, or if we become involved in or concerned about a dispute between you and any third party, we reserve the right to react in ways that we believe in good faith to be appropriate, including by closing your account or interpleading assets to court. You are liable for all expenses and fees we incur for such conflicts or disputes, including internal costs and attorneys’ fees.
We are not responsible for delays or loss incurred as a result of an error in the initiation of the Services and have no obligation to assist in the remediation of such transactions. In addition, Company reserves the right to withhold or delay the transmission of Services belonging to you if you fail to comply with these Terms. Our total aggregate liability to you for any claim is limited to the face value of the applicable item or transaction, or the actual value of any assets not properly credited or debited.
You agree to defend, indemnify and hold harmless Company and its employees, managers, partners and Affiliates from any losses, damages, suits and expenses, of whatever kind, including reasonable legal fees, that we incur in connection with or arising out of your use of the Services, or our activities in connection with the Services and for your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or any act or omission by you or any person acting on your behalf while using the Services, regardless of whether the specific use was expressly authorized by you. You agree to comply with applicable law and to not use Services for any transaction or activity that is illegal or violates applicable laws, regulations or rules. Please note, your agreement to comply includes any and all applicable laws and regulations of the United States, as well as of your place of residency and any law applicable to you. We are not liable for special, incidental, exemplary, punitive or consequential losses or damages of any kind. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY TO USER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE COMPANY’S SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY USER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE THREE (3) MONTH PERIOD PRECEDING THE INCIDENT. Without limiting the generality of the foregoing, in no event shall you have any recourse, whether by setoff or otherwise, with respect to our obligations, to or against any assets of any person or entity other than Company for Company’ obligations, including, without limitation, any member, Affiliate, investor, employee, officer, agent or advisor of Company.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY UNDER THESE TERMS AND TO THE EXTENT ALLOWED BY APPLICABLE LAW ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR WARRANTY OF NON-INFRINGEMENT ARE DISCLAIMED. IN NO EVENT SHALL COMPANY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
To the extent permissible by law, all claims must be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding (collectively “class action waiver”). Any arbitrator may not consolidate more than one person’s claims or engage in any class arbitration. You acknowledge that, by agreeing to these terms, you and Company are each waiving the right to a trial by jury and the right to participate in a class action.
You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the Quadrata website, any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, the content displayed on the website, and other materials produced by and related to Company (collectively, the “Company IP“). You acknowledge and agree that no proprietary rights are being transferred to you in such materials or information, and that you have no intention of using such materials or information inappropriately or to in any way harm Company or any of its affiliates, directors, officers or employees. You shall not prepare any derivative work based on the Company IP, nor shall you translate, reverse engineer, decompile or disassemble the Company IP.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Company reserves all rights, title and interest in and to the Company Service, the original data provided and made available on the Company website and any associated Software and documentation, including all related Intellectual Property Rights. No rights are granted to User hereunder other than as expressly set forth herein.
You may be offered services, products and promotions provided by third parties and not by Company, including, but not limited to, third party service providers (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not the Company. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by the Company. Such third party websites are not governed by these Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.
We may record and monitor our telephone conversations with you and your electronic communications with us (chat, email, and other forms of electronic exchange). Unless the law requires otherwise, you consent in advance to such recording and monitoring and we do not need to remind you of these activities. You must promptly notify us of any change in your contact information, including residential post and email address. Failure to notify us in a timely fashion may result in delay or non-receipt of notices or correspondence.
We may delay the exercise of, or entirely waive any rights we have under these Terms. If we delay or waive our rights, you are still obligated to pay us obligations you may owe us, remove any violation of these Terms and/or otherwise follow our instructions (as applicable). Any delay or waiver of our rights applies only to the specific instance in which we decide to delay or waive the provision and does not affect our other or subsequent rights in any way.
Please be aware that the terms and conditions governing the Services can change over time. We reserve the right to discontinue or make changes to any Services. We may change these Terms, and we may add to or delete from these Terms, and the updated version will supersede all prior versions. We will provide notice of changes, additions, and deletions as required by law. If we have provided advance notice and you do not agree with a change, you may terminate the Services before the effective date of the change, which shall be your sole remedy. The continued use of the Service following the effective date of any change will constitute your acceptance of such change and subject you to the modified Terms.
These Terms, or any of the rights and/or obligations provided hereunder, may not be assigned or otherwise transferred by you to any other person or entity, whether by operation of law or otherwise, without Company’s express written consent, and any attempted assignment in violation of this prohibition shall be void ab initio and of no effect. Company may assign or transfer these Terms and/or any or all of its rights and/or obligations hereunder at any time. Any permitted assignment or transfer of or under these Terms shall be binding upon, and inure to the benefit of the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
The relationship between you and Company is governed exclusively by the laws of California, without regard to its conflict of law provisions. Any dispute arising out of, or related to, your Services or relationship with Quadrata, Inc. must be brought exclusively in the courts located in California.
We will not be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers, acts of God, pandemic or epidemic events, or other causes over which we have no reasonable control.