TERMS OF SERVICE
Last Updated on: 4/13/2018
BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST NOT ACCESS OR USE THE SITE.
If you are accessing the Site on behalf of a business or corporate entity (“Organization”), then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In that event, “User” (defined in Section 1.a) and “you” in this Agreement will refer to the Organization.
As provided in greater detail in this Agreement (and without limiting the express language of this Agreement), you acknowledge the following:
- THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, COINTOPIA’S LIABILITY TO YOU IN CONNECTION WITH THE SITE IS LIMITED, AND YOU BEAR ALL RISKS ASSOCIATED WITH ANY PURCHASES THAT YOU MAKE IN CONNECTION WITH THE SITE; and
- We will resolve disputes arising under this Agreement only through binding arbitration on an individual basis. BY ACCEPTING THIS AGREEMENT, AS PROVIDED IN GREATER DETAIL IN SECTION 9 OF THIS AGREEMENT, YOU AND COINTOPIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- General Terms and Conditions.
- Description. The Site: (i) provides Users with general information about our products and services; (ii) presents select purchase opportunities in upcoming presales of token or coin offerings or instruments convertible into digital tokens or coins, such as SAFTs, to individuals acting on their own behalf or as the representative of an Organization (each such individual or Organization, a “Purchaser”), who have registered Accounts (defined in Section 2.a) for the Site, and who are in each case accredited investors; and (iii) provides the technology and infrastructure to provide information to Purchasers who desire to acquire SAFTs convertible into tokens or token-based securities (“Tokens”). Token issuers are referred to herein as “Issuers.” As used in this Agreement, “User” means all users of the Site.
- Disclaimers and Other Terms. TO THE FULLEST EXTENT PERMITTED BY LAW, AND WITHOUT LIMITING ANY OTHER TERMS IN THIS AGREEMENT, THE FOLLOWING TERMS APPLY:
- Limitations on Liability. NONE OF COINTOPIA OR THE MARKETPLACE PARTIES WILL HAVE ANY LIABILITY TO YOU IN CONNECTION WITH: (1) ANY OUTAGE OR UNAVAILABILITY OF THE SITE OR ANY PROBLEMS YOU MAY HAVE WITH FUNDING PURCHASES THAT YOU MAKE IN CONNECTION WITH THE SITE; (2) ANY SECURITY BREACH AFFECTING ANY FEATURE, CONTENT OR SERVICES AVAILABLE ON THE SITE; (3) THE ISSUANCE, PURCHASE, OR EXCHANGE OF ANY VIRTUAL CURRENCY OR DIGITAL ASSET; AND/OR (4) THE PERFORMANCE OF ANY VIRTUAL CURRENCY OR DIGITAL ASSET THAT YOU MAKE ON THE SITE. YOU BEAR ALL RISKS OF USING THE SITE, AND YOU SHOULD ONLY INVEST AMOUNTS YOU ARE WILLING AND ABLE TO LOSE.
- No Guarantee. NONE OF COINTOPIA OR THE MARKETPLACE PARTIES MAKES ANY REPRESENTATIONS REGARDING THE LIKELIHOOD OR PROBABILITY THAT ANY INFORMATION ACCESSED OR COMMUNICATED ON THE SITE WILL ACHIEVE A PARTICULAR VALUE OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS, AND VOLATILITY MEANS THAT RETURNS IN ANY PERIOD MAY BE FAR ABOVE OR BELOW THOSE OF PREVIOUS PERIODS. YOU MAY LOSE ALL OR PART OF ANY VIRTUAL CURRENCY OR DIGITAL ASSET YOU RESEARCH OR fARE PRESENTED WITH ON THE SITE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NONE OF COINTOPIA OR THE MARKETPLACE PARTIES MAKES ANY GUARANTEES OR OTHER COMMITMENTS ABOUT YOUR ABILITY TO ACCESS OR USE THE SITE.
- No Investment Advice or Brokerage. FOR THE AVOIDANCE OF DOUBT, COINTOPIA DOES NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE, NOR DOES COINTOPIA BROKER TRADES OR PURCHASE ON YOUR BEHALF. ALL TRADES OR PURCHASES ARE EXECUTED AUTOMATICALLY AND OFF OF THE SITE, BASED ON THE PARAMETERS OF YOUR ORDER INSTRUCTIONS AND IN ACCORDANCE WITH ANY THIRD-PARTY TERMS AND YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE. YOU SHOULD CONSULT YOUR LEGAL OR TAX PROFESSIONAL REGARDING YOUR SPECIFIC SITUATION.
- Information Submitted to Us; Identity Checks.
- YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY AND COMPLETENESS OF ALL INFORMATION AND MATERIALS THAT YOU PROVIDE TO US IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION AND MATERIAL THAT YOU PROVIDE TO US IN CONNECTION WITH US CHECKING YOUR BACKGROUND AS FURTHER DESCRIBED UNDER 1.b.iii.2 BELOW. YOU HEREBY REPRESENT AND WARRANT THAT: (A) ALL SUCH INFORMATION AND MATERIALS ARE TRUE, ACCURATE AND COMPLETE IN ALL RESPECTS, COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS AND DO NOT VIOLATE OR INFRINGE ANY THIRD PARTY RIGHTS; AND (B) YOU WILL IMMEDIATELY NOTIFY US ABOUT, AND CORRECT, ANY INACCURACY OR INCOMPLETENESS IN ANY SUCH MATERIALS OR INFORMATION.
- YOU ACKNOWLEDGE THAT WE WILL CHECK YOUR BACKGROUND AND IDENTITY AS REQUIRED BY APPLICABLE LAWS IN CONNECTION WITH CERTAIN USES OF THE SITE. YOU HEREBY AUTHORIZE US TO, DIRECTLY OR THROUGH THIRD PARTIES, MAKE ANY INQUIRIES AND CONDUCT ANY INVESTIGATION WE CONSIDER NECESSARY OR HELPFUL TO VERIFY YOUR IDENTITY AND TO TAKE ANY ACTIONS WE DEEM NECESSARY OR HELPFUL BASED ON THE RESULTS OF SUCH INQUIRIES AND INVESTIGATIONS. YOU FURTHER AUTHORIZE ANY AND ALL THIRD PARTIES TO WHICH ANY SUCH INQUIRIES OR INVESTIGATIONS MAY BE DIRECTED TO FULLY RESPOND TO SUCH INQUIRIES OR INVESTIGATIONS. YOU ACKNOWLEDGE AND AGREE THAT WE MAY, IN OUR SOLE DISCRETION, DENY YOU THE RIGHT TO USE THE SITE. NONE OF COINTOPIA OR THE MARKETPLACE PARTIES WILL HAVE ANY LIABILITY TO YOU FOR ANY LIABILITY OR OTHER LOSSES ARISING FROM ANY INQUIRIES OR INVESTIGATIONS ARISING UNDER THIS SECTION 1.b.iii.
- Wallets. YOU ACKNOWLEDGE AND AGREE THAT: (1) WE HAVE NO CONTROL OVER ANY WALLET THAT YOU MAY USE IN CONNECTION WITH YOUR USE OF THE SITE (“WALLET”); (2) ALL WALLETS ARE PROVIDED BY THIRD PARTIES THAT WE HAVE NO RIGHT OR ABILITY TO CONTROL; AND (3) ANY DISPUTE BETWEEN YOU AND ANY THIRD PARTY WALLET PROVIDER IS BETWEEN YOU AND THAT THIRD PARTY WALLET PROVIDER.
- Investors. THE ONLY PEOPLE WHO ARE AUTHORIZED TO INVEST USING THE SITE ARE SOPHISTICATED INVESTORS WITH PERSONAL OR PROFESSIONAL EXPERIENCE ASSESSING THE LONG TERM BUSINESS PROSPECTS OF INVESTMENTS THAT MAY CONTAIN A HIGH DEGREE OF RISK. INVESTORS MUST UNDERSTAND THAT INVESTMENTS AVAILABLE ON THE SITE ARE SUBJECT TO A HIGH LIKELIHOOD OF LOSS AND LONG PERIOD OF ILLIQUIDITY. IN ADDITION, IF YOU ARE USING THE SITE AS AN INVESTOR IN THE UNITED STATES, YOU MUST QUALIFY AS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AND BE SOPHISTICATED ENOUGH TO PROTECT YOUR OWN INTERESTS. WE MAY ASK YOU FOR INFORMATION NEEDED TO CONFIRM YOUR STATUS AS AN ACCREDITED INVESTOR, OR TO CONFIRM OTHER INFORMATION ABOUT YOUR STATUS PRIOR TO ALLOWING YOU TO INVEST THROUGH THE SITE OR ANYTIME THEREAFTER.
- Registrations and Licenses. WE ARE NOT, AND YOU ACKNOWLEDGE WE ARE NOT, A REGISTERED BROKER-DEALER OR A SECURITIES EXCHANGE, AND NEITHER DO WE HAVE ANY LICENSES IN THE CRYPTOCURRENCY, VIRTUAL CURRENCY, DIGITAL ASSET, OR OTHER RELATED AREAS, INCLUDING WITHOUT LIMITATION A BITLICENSE.
- SAFTs. NO SALES OF SAFTS, TOKENS, OR OTHER INSTRUMENTS MAY TAKE PLACE ON THE SITE. ANY AND ALL SUCH SALES MAY TAKE PLACE ONLY OUTSIDE THE SITE, IN COMPLIANCE WITH ALL SECURITIES LAWS AND REGULATIONS. FURTHER, WE WILL NOT HOLD ANY FUNDS OF INVESTORS OR ISSUERS OF SAFTS.
- Additional Terms. We may require you to agree to additional terms and/or policies from time-to-time in connection with your use of the Site (“Additional Terms”). Such Additional Terms may include terms that govern your rights in connection with any investments you make in Issuers, including, without limitation. Except as expressly stated otherwise in Additional Terms, any Additional Terms are hereby incorporated into and subject to this Agreement, and this Agreement will control in the event of any conflict or inconsistency with the Additional Terms to the extent of the conflict or inconsistency; provided, however, that any third-party terms are not incorporated into this Agreement, and if there is any conflict or inconsistency between this Agreement and any third-party terms, then this Agreement will control to the extent of the conflict or inconsistency.
- Changes to this Agreement. You understand and agree that Cointopia may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the Site. The revised Agreement will become effective at the time of posting, and your use of the Site after such time will constitute your acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, then your sole remedy is to stop using the Site. Notwithstanding the preceding sentences of this Section 1.d, no revisions to this Agreement will apply to any dispute between you and Cointopia that arose prior to the effective date of those revisions.
- Consideration. Cointopia currently provides you with access to the Site for free. In return for enjoying this free access, you acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase the value of Cointopia from your use of the Site, and you will have no right to share in any such revenues, goodwill or value whatsoever. However, we may charge you fees for certain uses of the Site. If we do, then we will notify you of those fees before you have an obligation to pay them.
- Jurisdictional Issues. Cointopia makes no representation that materials on the Site are appropriate, lawful or available for use in any locations other than the United States of America. Those who choose to access or use the Site from locations outside the United States of America do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
- Eligibility. THE SITE IS NOT FOR PERSONS UNDER THE AGE OF 18 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR BLOCKED FROM THE SITE BY COINTOPIA. IF YOU ARE UNDER 18 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SITE AT ANY TIME OR IN ANY MANNER. Furthermore, by using the Site, you affirm that you are at least 18 years of age and otherwise have the legal capacity to contract.
- Mobile Services. The Site will be accessible via a mobile phone, tablet or other wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the Site and the related Mobile Services must be in accordance with this Agreement.
- Registration; Accounts.
- Log-In Credentials. While you may always browse public-facing portions of the Site without registering with us, in order to access the password-protected portion of the Site, you must register an account with us (an “Account”).
- Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at [email@example.com] if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. Separate log-in credentials may be required to access External Sites (defined in Section 7 below).
- Accuracy of Information. When creating an Account, you will provide true, accurate, current and complete information as we request. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this Agreement, cause damage to or impair the Site, infringe or violate any third party rights, damage or bring into disrepute the reputation of Cointopia, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then we may terminate your Account immediately without notice to you and without any liability to you or any third party.
- Intellectual Property Rights.
- License. Subject to your complete and ongoing compliance with this Agreement, Cointopia hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Site solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Site available to you.
- Content. The content that Cointopia provides to you on the Site, including, without limitation, any text, graphics, software, interactive features, information or other materials, is protected by copyright or other intellectual property rights and owned by Cointopia or its licensors (collectively, the “Cointopia Content”). Moreover, Cointopia or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Site, in each case whether registered or unregistered, and any related goodwill.
- Marks. The Cointopia trademarks, service marks and logos (collectively, the “Cointopia Trademarks”) used and displayed on the Site are Cointopia’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the Site may be trademarks or service marks owned by third parties (collectively with the Cointopia Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Cointopia or the applicable third party, Cointopia’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Cointopia’s prior express written consent. All goodwill generated from the use of any Cointopia Trademark will inure solely to Cointopia’s benefit.
- Restrictions. Cointopia hereby reserves all rights not expressly granted to you in this Section 3. Accordingly, nothing in this Agreement or on the Site will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Site or any Cointopia Content or Trademarks located or displayed on or within the Site.
- General. Certain features on the Site may allow you to submit or upload (collectively, “Submit”) content to the Site, such as User profile content or other materials subject to intellectual property or similar laws (“User Content”). For all User Content that you Submit to the Site, you hereby grant us (and those we work with) a worldwide license to use, exploit, host, store, transmit, reproduce, modify, create derivative works of (such as those resulting from changes we make so that your User Content works better with our Site), publish, publicly perform and display and distribute such content; provided that we will not share with other Users any User Content that you Submit to the Site that is not viewable by other Users based on any privacy settings available on the Site. The rights you grant in this Section are for the purpose of operating, promoting, and improving our Site and business and this license continues even if you stop using our Site.
- You Must Have Rights to the Content You Submit. You represent and warrant that: (i) you own the User Content Submitted by you or otherwise have the right to grant the license set forth in this Agreement; (ii) the Submission of your User Content and the use of the same as contemplated in this Agreement does not and will not violate any right of any third party; (iii) the Submission of your User Content will not require us to pay any amounts or provide any attribution to any third parties; and (iv) the Submission of your User Content does not result in a breach of contract between you and a third party.
- Disclaimer. We are under no obligation to edit or control User Content that you Submit, and will not be in any way responsible or liable for User Content. Cointopia may, however, at any time and without prior notice, screen, remove, edit or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable, such as, without limitation, User Content that Cointopia determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Objectionable Content”). Further, we may, in our sole discretion, take any action we deem necessary and/or appropriate against any User who Submits Objectionable Content, including, but not limited to, warning the User or suspending or terminating the User’s Account.
- Notice and Procedure for Making Claims of Intellectual Property Infringements.
- Respect of Third Party Rights. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material appearing on the Site, then you may contact our Designated Agent at the following address:
ATTN: Legal Department (Copyright Notification)
338 Main Street, Suite 18c, San Francisco, CA 94105
Any notice alleging that materials hosted by or distributed through the Site infringe intellectual property rights (“Notification of Claimed Infringement”) must include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of the material that you claim is infringing and where it is located on the Site;
- your address, telephone number and email address;
- a statement by you that you have a good faith belief that the use of the materials on the Site of which you are complaining is not authorized by the copyright owner, its agent or the law; and
- a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
- Repeat Infringer Policy. Cointopia’s intellectual property policy is to: (i) remove or disable access to material that Cointopia believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Site; (ii) remove any User Content Submitted by Users who are determined to be “repeat infringers”; and (iii) promptly terminate the Accounts of repeat infringers. Cointopia currently considers a “repeat infringer” to be any User that has Submitted User Content and for whom Cointopia has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content. Cointopia has discretion, however, to terminate the Account of any User after receipt of a single Notification of Claimed Infringement (as defined in Section 5.a) or upon Cointopia’s own determination.
- PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
- Prohibited Use. You may not use your Cointopia Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Cointopia services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at [https://support.cointopia.com]. By opening a Cointopia Account, you confirm that you will not use your Account to do any of the following:
- Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, regulation, or any terms or conditions of this Agreement, sanctions programs administered in the countries where Cointopia conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.
- Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Cointopia Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Cointopia Site, other Cointopia Accounts, computer systems or networks connected or linked to the Cointopia Site, through password mining or any other means; use Cointopia Account information of another party to access or use the Cointopia Site, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user’s Cointopia Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Cointopia.
- Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any Cointopia services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Cointopia Site about others, including without limitation email addresses, without proper consent; create a false identity or impersonate another person or entity in any way; restrict, discourage or inhibit any person from using the Site.
- Fraud: Activity which operates to defraud Cointopia, Cointopia users, or any other person; provide any false, inaccurate, or misleading information to Cointopia.
- Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.
- Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Cointopia intellectual property, name, or logo, including use of Cointopia trade or service marks, without express consent from Cointopia or in a manner that otherwise harms Cointopia or the Cointopia brand; any action that implies an untrue endorsement by or affiliation with Cointopia.
- Prohibited Businesses. In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Cointopia services (“Prohibited Businesses”). Most Prohibited Businesses categories are imposed by card network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Cointopia services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at [https://support.cointopia.com].
By opening a Cointopia Account, you confirm that you will not use Cointopia services in connection with any of following businesses, activities, practices, or items:
- Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes
- Restricted Financial Services: Check cashing, bail bonds; collections agencies.
- Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder
- Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen
- Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis
- Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
- Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
- Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
- Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features
- Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs
- Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
- High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
- Conditional Use. Express written consent and approval from Cointopia must be obtained prior to using Cointopia services for the following categories of business and/or use (“Conditional Uses”). Consent may be requested by contacting us at [https://support.cointopia.com]. Cointopia may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Cointopia services in connection with any of following businesses, activities, or practices:
- Money Services: Money transmitters, digital currency transmitters; currency or digital currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Cointopia services
- Charities: Acceptance of donations for nonprofit enterprise
- Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize
- Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization
- Additional restrictions. Without limiting any other terms of this Agreement, you agree not to (and not to attempt to):
- decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Site;
- use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted thereon;
- delete or alter any material Cointopia makes available on the Site;
- frame or link to any of the materials or information available on the Site;
- use or exploit any Trademarks or Cointopia Content in any manner that is not expressly authorized by this Agreement;
- access, tamper with or use non-public areas of the Site, Cointopia’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of Cointopia’s providers;
- provide any false information to Cointopia;
- use the Site, without Cointopia’s prior express written consent, for any unauthorized purpose;
- transmit to the Site any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected thereto; or
- assist or permit any person in engaging in any of the activities described above.
- External Sites. The Site may contain links to other websites or other online properties that are not owned or controlled by Cointopia (collectively, “External Sites”). Cointopia does not make any representations regarding the content or accuracy of any materials on External Sites. You should contact the site administrator or Webmaster for External Sites if you have any concerns regarding content located on those External Sites. You should take precautions when downloading files from all websites to protect your devices from viruses and other destructive programs. If you decide to access any External Sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of External Sites.
- Feedback. If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the Site (“Feedback”), then you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), worldwide and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution or fees due to you.
- Dispute Resolution.
- Contact Cointopia. If you have any feedback, questions, or complaints, contact us via our User Support webpage at [https://support.cointopia.com] or write to us at Cointopia User Support, 338 Main Street, Suite 18c, San Francisco, CA 94105, USA. When you contact us please provide us with your name, address, and any other information we may need to identify you, your Cointopia Account, and the transaction on which you have feedback, questions, or complaints. If you believe your account has been compromised, you may also report your claim via [insert phone number or best method of contact to report account compromise].
- General. If you have a dispute with Cointopia, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and Cointopia agree that, in the interest of resolving disputes between you and Cointopia in the most expedient and cost effective manner, any dispute arising out of or in any way related to this Agreement or your use of the Site will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Site, 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 Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COINTOPIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
- Exceptions. Notwithstanding Section 9.B above, nothing in this 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 aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator. Any arbitration between you and Cointopia will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. 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 Cointopia. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Cointopia’s address for Notice is: 338 Main Street, Suite 18c, San Francisco, CA 94105 or by email at [firstname.lastname@example.org] Attn: Chief Executive Officer. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) 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 is received, then you or Cointopia may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Cointopia must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Cointopia prior to selection of an arbitrator, then Cointopia will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Cointopia in settlement of the dispute prior to the arbitrator’s award; or (3) $15,000.
- Fees. If you commence arbitration in accordance with this Agreement, then Cointopia will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $15,000 or less, then you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. 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 AAA Rules. In that case, you agree to reimburse Cointopia for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. 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. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. 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. Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration required under these dispute resolution provisions.
- No Class Actions. YOU AND COINTOPIA 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 Cointopia 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.
- Modifications to this Arbitration Provision. Except as otherwise provided in this Agreement, if Cointopia makes any future change to this arbitration provision, other than a change to Cointopia’s address for Notice, then you may reject the change by sending us written notice within 30 days of the change to Cointopia’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Cointopia.
- Enforceability. If Section 9.G above is found to be unenforceable or if the entirety of this Section 9 is found to be unenforceable, then the entirety of this Section 9 will be null and void.
- Limitation of Liability and Disclaimer of Warranties. THE TERMS OF THIS SECTION 10 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
- NONE OF COINTOPIA OR THE MARKETPLACE PARTIES MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR ANY CONTENT THEREON. ACCORDINGLY, THE SITE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COINTOPIA AND THE MARKETPLACE PARTIES HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.
- WITHOUT LIMITING SECTION 10.A, NEITHER COINTOPIA NOR THE MARKETPLACE PARTIES WARRANT THAT THE SITE AND/OR ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NEITHER COINTOPIA NOR ANY MARKETPLACE PARTIES WILL BE RESPONSIBLE FOR THOSE COSTS.
- IN NO EVENT WILL COINTOPIA OR ANY MARKETPLACE PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE SITE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF THE COINTOPIA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COINTOPIA’S LIABILITY, AND THE LIABILITY OF ANY OF THE OTHER COINTOPIA PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS AGREEMENT IS LIMITED TO U.S. $100.
- THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE SITE, AND NONE OF THE COINTOPIA PARTIES MAKES ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. NONE OF THE COINTOPIA PARTIES PROVIDES ANY GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. THE COINTOPIA PARTIES HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY OF THE COINTOPIA PARTIES OR OTHERWISE THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
- COINTOPIA MAKES NO REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF HISTORICAL DIGITAL CURRENCY PRICE DATA AVAILABLE ON THE SITE. COINTOPIA WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, CREDIT CARDS, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER BUT COINTOPIA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING WHICH IS DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL.
- IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 10 are intended to apply only to the extent permitted under New Jersey law.
- Third Party Disputes. ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY, INCLUDING OTHER USERS, IN CONNECTION WITH YOUR USE OF THE SITE IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE COINTOPIA PARTIES HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
- Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Cointopia and all Marketplace Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this Agreement; (b) your access to, use or misuse of the Cointopia Content, Trademarks or any part of the Site; (c) with respect to the issuer of a SAFT, any false statements or non-compliance with law by or on behalf of an issuer in connection with the issuance of the SAFT; or (d) any false, inaccurate or misleading information you provide to Cointopia. Cointopia will: provide notice to you of any such claim, suit or proceeding; allow you to manage the defense of any such claim (subject to the limitation in the following sentence); and provide reasonable assistance, at your expense. Cointopia reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter which is subject to indemnification under this Section at your sole expense if Cointopia believes that you are unwilling or incapable of defending Cointopia’s interests. In such case, you agree to cooperate with any reasonable requests assisting Cointopia’s defense of such matter at your sole expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver by any investor of any of his, her or its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.
- Term and Termination of the Agreement.
- Term. As between you and Cointopia, the term of this Agreement commences on your first use of the Site and continues until the termination of this Agreement by either you or Cointopia.
- Suspension, Termination and Cancellation. You may terminate this Agreement by sending written notification to us at email@example.com and terminating your use of the Site. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Site or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third party on or through the Site. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.
- Survival. Sections 1.B through 1.I, 2.B, 2.C, 3.B, 3.C, 3.D, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13.C, 14, 15, 16, all Exhibits hereto, and all defined terms used therein will survive the termination of this Agreement indefinitely.
- Miscellaneous. This Agreement is governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment or agency relationship exists between you and Cointopia as a result of this Agreement or use of the Site. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of Cointopia to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Cointopia unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. This Agreement constitutes the entire agreement between you and Cointopia with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. The Section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of Cointopia. “Assignment” as used in the prior sentence includes any changes of control or sale of stock or assets of any Organization. Cointopia may assign this Agreement, including all its rights hereunder, without restriction. This Agreement may only be amended in a writing signed by you and an authorized representative of Cointopia, except as provided in Section 1.d. You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so, and this Agreement will not be construed against you or Cointopia as drafter.
- Contact Us. If you would like to contact us for any reason email us at [firstname.lastname@example.org].
APPENDIX 1: VERIFICATION PROCEDURES AND LIMITS
Some third parties (including without limitation some or all Marketplace Parties) may be required to ensure compliance with KYC/AML rules with respect to Users of our Site, including without limitation Purchasers and Issuers. Therefore, we identify Users on our Site. This ensures we remain in compliance with KYC/AML laws in the jurisdictions in which they operate. Cointopia collects and verifies information about you in order to: (a) protect Cointopia and the community from fraudulent users, and (b) to keep appropriate records of Cointopia’s Users.
All U.S. users who wish to use Cointopia Services are required to establish a Cointopia Account by:
- Providing your name and valid email address, a password and your state of residence,
- Certifying that you are 18 years or older,
- Verifying your identity by submitting the following information:
- Physical address
- SSN (or ID # from gov’t issued ID)
- Source of funds
- Income/employment information (US only)
- Explanation of activity (US only)
Notwithstanding these minimum verification procedures for use of the referenced Cointopia Site, Cointopia may require you to provide or verify additional information before permitting you to use any Cointopia Site. You may determine the volume limits associated with your level of identity verification by visiting your Account’s limits page.