Terms of Service
Terms of Service
Terms of Service
Terms of Service
These terms of service (the “TOS”) set forth the rules for the use of the Nukey Inc., a Delaware company doing business as Volta (the “Company”) website and related services.
Acceptance of Terms
Company provides its Services (as defined below) to you through its website located at https://www.voltacircuit.com (the “Site”) subject to the TOS. By accepting the TOS or by accessing or using the Services or Site, you acknowledge that you have read and understood and agree to be bound by the TOS. If you do not agree with the TOS, you must not accept the TOS and must stop accessing or using the Services or the Site.
"Client", "You", and "Your" refer to you. "We", "Our", and "Us" refer to Company.
Services
Through your Company account (“Account”) and the Site, you perform certain digital asset transactions via respective blockchains pursuant to your own instructions and self-management. The Company may provide certain other services and information from time to time including, among other things, account management tools, general news and information, financial market alerts, market data including prices and analytics, and educational information (collectively the “Services”). Company provides software services with a multi-signature wallet that puts you in complete control and custody of your own digital assets. You hold and manage your keys and digital assets. Company is not a money transmitter, money services business, bank, savings and loan association, or any other type of regulated financial institution.
Registration
You may be required to register with the Company in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current, and complete information about your organization as prompted by Company. By registering with Company, you represent and warrant that you are not using the Services for personal, family, or household purposes.
Fraud Prevention and Identity Verification: In order to use certain features of the Services, you will be required to provide Company with certain Client information including, but not limited to, name, address, telephone number, e-mail address, and taxpayer identification number. In submitting this or any other information as may be required, you verify that the information is accurate and authentic and you agree to update Company if any information changes. You hereby authorize Company to directly or through third parties make any inquiries we consider necessary to verify your identity or the identity of your owners or control individuals and/or protect against fraud, including to query identity information contained in public and credit reports (e.g. email address, phone number, name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g. name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. If applicable, you further authorize your wireless operator to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI), and other subscriber details if available to us and our service providers for the duration of the business relationship for identity verification and fraud avoidance. By requesting to use the Services, you are providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your business credit report from a credit bureau. You are also authorizing us to obtain your business credit report at any time we reasonably believe there may be an increased level of risk associated with your Account. An increased level of risk includes, but is not limited to, a high number of chargebacks or reversals or suspicious activity associated with your Account.
Privacy Policy: Registration data and other information that you provide in connection with the Services are governed by our privacy policy available at https://www.voltacircuit.com/privacy-policy (our “Privacy Policy”). By accessing or using the Services, the Site, or otherwise providing information to us, you expressly agree to the terms of our Privacy Policy and consent to the sharing, processing, and transfer of information in and to the U.S. and other countries. Please see our Privacy Policy for more information.
Eligibility: You represent and warrant that you are duly organized and validly existing under applicable laws and the person signing or agreeing to the TOS is duly authorized by the Client to act on its behalf and bind the Client to agreeing to the TOS. You also warrant that your employees, officers, representatives, and other agents that may access the Services are duly authorized to access the Services and make all transactions conducted under your username and password. Furthermore, you represent and warrant that you meet the following requirements: (i) you have not previously been suspended or removed from using the Services; (ii) you have full power and authority to enter into the TOS and in doing so will not violate any other agreement to which you are a party; (iii) you are not located in, under the control of, or a national of any restricted location or any country to which the United States has embargoed goods or services; (iv) no one employed, engaged, or authorized by you or who is an investor or principal has been placed on the U.S. Commerce Department’s Denied Persons List or identified as a “Specially Designated National” by OFAC; and (v) you will not use our Services if any applicable laws in the country of your incorporation or operation prohibits you from doing so in accordance with the TOS. Company will not make all the Services available in all markets and jurisdictions and will prohibit use of the Services from certain countries, states, territories, or jurisdictions. Any software or code available in connection with the Services and the transmission of applicable data, if any, are subject to United States export controls. No software or code may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software or code is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Services, including as it concerns online conduct and acceptable content.
Permitted Use: You agree and acknowledge that you will not use the Services in connection with any unlawful or otherwise undesirable activity (as determined by Company in its sole discretion) including but not limited to dealing in regulated products or services, pseudo-pharmaceuticals, adult content and services, unfair/predatory practices, counterfeit goods, gambling, suspected money laundering or drug activity. In addition, you represent that your Account is not being used primarily for personal, family, or household purposes.
Limited License: We grant you a limited, nonexclusive, nontransferable license, subject to the terms of the TOS, to access and use the Site and related websites, content, materials, and information (collectively the “Content”) solely for approved purposes as permitted by Company from time to time. Any other use of the Site and Content is expressly prohibited and all other right, title, and interest in the Site and Content are exclusively the property of Company and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Site or Content in whole or in part. “Company” and “Companyhq.com” and all logos related to the Services or displayed on the Site are either trademarks or registered marks of Company or its licensors. You may not copy, imitate, or use them without our prior written consent.
E-Sign and Electronic Communications Consent: In our sole discretion, any agreements, applications, or records that you sign or agree to at our request may be in electronic form. Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively “Communications”) that we provide in connection with your Account and your use of the Services. We will provide these Communications to you by either posting them on the Site, emailing them to you at the primary email address listed in your Account profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification. Company is likely unable to send Communications in a language other than English and if you are not fluent in English, you should consider obtaining the services of an interpreter. You understand and agree that if Company or its agent sends you an electronic Communication but you do not receive it because either your phone number or primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Company will be deemed to have provided the Communication to you.
Information Security: You acknowledge that the username or identification numbers used to access your Account are unique and that you alone have assigned a unique password to such username or identification number. The password you have created to access your Account is strictly confidential and should only be known to you. You must not share or disclose the password to anyone and assure the confidentiality of your password at all times. You are responsible for protecting your Account and maintaining adequate security and control of all IDs, passwords, hints, personal identification numbers (PINs), API keys, or any other codes that are used to access the Services and shall not share your Account credentials with third parties. Any loss or compromise of the foregoing information or any personal information may result in unauthorized access to your Account and any associated external accounts by third parties and the loss or theft of assets. You are responsible for providing accurate and complete Account information and for keeping email addresses and telephone numbers up to date in your Account profile to receive any notices or alerts that Company may send Client. Company assumes no responsibility for any loss that Client may sustain due to the compromise of your Account credentials due to no fault of Company or any failure to follow or act on any notices or alerts that Company may send to you. In the event you believe your Account information has been compromised, contact Company customer support immediately at [email protected]
Authorized Agent and Third-Party Applications: If you authorize an additional user, agent, representative, service provider, or any other third party to access or connect to your Account, either through the third party’s product or service or through the Services, you are fully responsible for all acts or omissions of any such third party with respect to your Account, including all transactions, deposits, withdrawals, or other activities. You acknowledge and agree that you will not hold Company responsible for and will indemnify Company from any liability arising out of or related to any act or omission of any such third party with access to your Account. You may change or remove any third-party Account permissions by contacting customer support at [email protected]
Ownership: The Content and Services and all technology, content, and other materials used, displayed, or provided in connection therewith, together with all intellectual property rights in any of the foregoing, are as between you and Company owned by Company.
User Content: You hereby grant Company a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish, and distribute in any form, medium, or manner any text, information, data, materials, images, or other content you provide to Company using the Services or submit or post to the Site and that is not feedback owned by Company or your personal data (the “Client Content”). You represent and warrant that (i) you own the Client Content or have the right to grant the rights and licenses in the TOS and (ii) the Client Content and use by Company of the Client Content as licensed herein do not and will not violate, misappropriate, or infringe on the rights of any third party. Company may remove any Client Content from the Site for any reason at Company’s discretion.
Third-Party Content: In using the Site, Content, or Services, you may view content provided by third parties (“Third-Party Content”). Company does not control, endorse, or adopt any Third-Party Content and is not responsible for Third-Party Content including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, Client’s business dealings or correspondence with such third parties are solely between you and the third parties. Company is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings and you understand that the use of Third-Party Content and your interactions with third parties are at your own risk.
Operations
Taxes: It is your sole responsibility to determine whether and to what extent any taxes apply to any transactions you conduct through the Services and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Company does not deduct any amount for taxes when you conduct a transaction and you are solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to any such transaction. All amounts set out or expressed to be payable hereunder by you to Company shall be deemed to be exclusive of any VAT. If VAT is chargeable, you shall pay to Company an amount equal to such VAT.
Modification or Discontinuance of Services: Company may, in our absolute and sole discretion, with or without prior notice and at any time modify or discontinue temporarily or permanently any portion of the Services.
Suspension, Restriction, and Cancellation of Services: Company may restrict, suspend, or terminate your Account and access to the Services in our absolute and sole discretion immediately and without prior notice and delete or deactivate related information and files including, for example, in the event that you breach any terms of the TOS or you take any action that Company deems abusive or as circumventing Company controls. Suspension, restriction, or termination of your Account shall not affect the payment of fees or other amounts you owe to Company. In the event that your Account is suspended or terminated, we will immediately cancel all open transactions associated with your Account, block all withdrawals, and bar the placing of further transactions until resolution or Account cancellation.
Fees: Applicable fees as described in the fee schedule maintained by the Company the “(Fee Schedule”) shall apply to use of Services. The Fee Schedule may be updated by Company from time-to-time upon written notice.
ASSUMPTION OF RISK, LIMITS OF LIABILITY, AND INDEMNITY
Assumption of Risk: You acknowledge that there are risks associated with using the Services and the Site, including risk of failure of hardware, software, and internet connections, the risk of malicious software introduction, risk of data loss due to closure of accounts by Payment Provider(s), and the risk that third parties may obtain unauthorized access to information stored within your Account. As such, Company will not be responsible or liable to you for any such related losses and takes no responsibility for use of the Services that involves user error such as forgotten passwords, incorrectly construed instructions, or mistyped wallet addresses; server failure or data loss; corrupt files; unauthorized access; or any unauthorized third-party activities including, without limitation, the use or introduction of computer viruses or other malware, phishing, spoofing, or other means of attack against you, the Site, or the Services. You further acknowledge and agree that Company will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Site or the Services regardless of the cause.
Company Site Accuracy and Availability: We make no representation or warranty that the Site or the server that makes it available is free of viruses or errors, that its content is accurate, that its availability will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind from action taken or taken in reliance on content, material, or information contained on the Site. Links to third-party materials may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Site.
Limitation of Liability; No Warranty: IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INTANGIBLE, OR CONSEQUENTIAL DAMAGES WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SITE OR THE SERVICES OR THE TOS. THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY WHETHER EXPRESS, IMPLIED, OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. COMPANY MAKES NO REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY DATA INCLUDING HISTORICAL PRICE DATA AVAILABLE ON THE SITE. COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO FACILITATE TRANSACTIONS IN A TIMELY MANNER BUT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE ANY TRANSACTION.
Indemnification and Hold Harmless: You agree to indemnify and hold harmless Company, its affiliates, and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives from any loss, damage, cost, action, claim, or demand (including attorneys' fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to your breach of the TOS; your use of or conduct in connection with the Services or the Site; or your violation of any law, rule, or regulation, or the rights of any third party.
Arbitration and Waiver of Class Action: If you have a dispute with Company, we will attempt to resolve any such dispute through our support team. If we cannot resolve the dispute through our support team, you and Company agree that any dispute arising under the TOS or in connection with the Site or Services shall be finally settled in binding arbitration on an individual basis and you and Company hereby expressly waive trial by jury and the right to participate in any action involving collective, consolidated, or representative proceedings, including a class action lawsuit or class-wide arbitration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules. The arbitration will be conducted by a single neutral arbitrator and shall take place in California, in the county of Los Angeles, or another mutually agreeable location in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award including attorneys' fees when authorized by law and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding arising under the TOS or in connection with the Site or Services shall be entitled to costs and attorneys' fees. Notwithstanding the above, you and Company each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any claim arising out of or related to the TOS, Site, or Services must be filed within one year after such claim arose.
Release: To the fullest extent permitted by applicable law, you release Company and its affiliates, and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives from responsibility, liability, claims, demands, or damages (actual and consequential) of every kind and nature, known and unknown (including but not limited to claims of negligence) arising out of or related to disputes between users and the acts or omissions of third parties. If you are a California entity, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that if known by him or her would have materially affected his or her settlement with the debtor or released party.”
GENERAL PROVISIONS
Contact Us: Please contact us at support [email protected] with any feedback, questions, or complaints.
Amendments: Except as otherwise set forth in the TOS, we may amend or modify the TOS in our absolute and sole discretion by posting the revised TOS on the Site or emailing the revised TOS to you and the revised TOS shall be effective at such time. If you do not agree with any revised TOS, your sole and exclusive remedy is to terminate your use of the Site and Services and close your Account. You agree that we shall not be liable to you or any third party for any modification or termination of the Site or Services or suspension or termination of your access to the Site or Services.
Entire Agreement: The TOS and the Privacy Policy incorporated by reference herein comprise the entire understanding and agreement between you and Company as to the subject matter hereof and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of the TOS) and every nature between you and Company. Section headings in the TOS are for convenience only and shall not govern the meaning or interpretation of any provision of the TOS.
Assignment: You may not assign any rights and/or licenses granted under the TOS. We reserve the right to assign our rights without restriction, including without limitation to any Company affiliates or subsidiaries or to any successor-in-interest of any business associated with the Site or Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, the TOS will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Severability: If any provision of the TOS is determined to be invalid or unenforceable under or by any regulation, law, court of competent jurisdiction, or government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and the validity or enforceability of any other provision of the TOS shall not be affected.
Change of Control: Should Company be acquired by or merged with a third-party entity, we reserve the right in any of these circumstances to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Survival: All provisions of the TOS which by their nature extend beyond the expiration or termination of the TOS, including without limitation those sections pertaining to suspension or termination, Account cancellation, general use of the Site, disputes with Company, and general provisions, shall survive the termination or expiration of the TOS.
Governing Law: You agree that the laws of the State of California, U.S.A., without regard to principles of conflict of laws, will govern the TOS and any claim or dispute that has arisen or may arise between you and Company under the TOS or in connection with the Site or Services. However, the choice of law provision is not intended to create any other substantive right to non-Californians to assert claims under California law, whether that be by statute, common law, or otherwise. The choice of law provision and Section 5.5 of the TOS are only intended to specify the use of California law to interpret the TOS and the forum for disputes asserting a breach of the TOS, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 5.5 or to any disputes which may be subject to arbitration as defined therein.
Force Majeure: We shall not be liable for delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, pandemic, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.
No Waiver: The TOS shall not be construed to waive rights that cannot be waived under applicable state laws.
Terms of Service
These terms of service (the “TOS”) set forth the rules for the use of the Nukey Inc., a Delaware company doing business as Volta (the “Company”) website and related services.
Acceptance of Terms
Company provides its Services (as defined below) to you through its website located at https://www.voltacircuit.com (the “Site”) subject to the TOS. By accepting the TOS or by accessing or using the Services or Site, you acknowledge that you have read and understood and agree to be bound by the TOS. If you do not agree with the TOS, you must not accept the TOS and must stop accessing or using the Services or the Site.
"Client", "You", and "Your" refer to you. "We", "Our", and "Us" refer to Company.
Services
Through your Company account (“Account”) and the Site, you perform certain digital asset transactions via respective blockchains pursuant to your own instructions and self-management. The Company may provide certain other services and information from time to time including, among other things, account management tools, general news and information, financial market alerts, market data including prices and analytics, and educational information (collectively the “Services”). Company provides software services with a multi-signature wallet that puts you in complete control and custody of your own digital assets. You hold and manage your keys and digital assets. Company is not a money transmitter, money services business, bank, savings and loan association, or any other type of regulated financial institution.
Registration
You may be required to register with the Company in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current, and complete information about your organization as prompted by Company. By registering with Company, you represent and warrant that you are not using the Services for personal, family, or household purposes.
Fraud Prevention and Identity Verification: In order to use certain features of the Services, you will be required to provide Company with certain Client information including, but not limited to, name, address, telephone number, e-mail address, and taxpayer identification number. In submitting this or any other information as may be required, you verify that the information is accurate and authentic and you agree to update Company if any information changes. You hereby authorize Company to directly or through third parties make any inquiries we consider necessary to verify your identity or the identity of your owners or control individuals and/or protect against fraud, including to query identity information contained in public and credit reports (e.g. email address, phone number, name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g. name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. If applicable, you further authorize your wireless operator to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI), and other subscriber details if available to us and our service providers for the duration of the business relationship for identity verification and fraud avoidance. By requesting to use the Services, you are providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your business credit report from a credit bureau. You are also authorizing us to obtain your business credit report at any time we reasonably believe there may be an increased level of risk associated with your Account. An increased level of risk includes, but is not limited to, a high number of chargebacks or reversals or suspicious activity associated with your Account.
Privacy Policy: Registration data and other information that you provide in connection with the Services are governed by our privacy policy available at https://www.voltacircuit.com/privacy-policy (our “Privacy Policy”). By accessing or using the Services, the Site, or otherwise providing information to us, you expressly agree to the terms of our Privacy Policy and consent to the sharing, processing, and transfer of information in and to the U.S. and other countries. Please see our Privacy Policy for more information.
Eligibility: You represent and warrant that you are duly organized and validly existing under applicable laws and the person signing or agreeing to the TOS is duly authorized by the Client to act on its behalf and bind the Client to agreeing to the TOS. You also warrant that your employees, officers, representatives, and other agents that may access the Services are duly authorized to access the Services and make all transactions conducted under your username and password. Furthermore, you represent and warrant that you meet the following requirements: (i) you have not previously been suspended or removed from using the Services; (ii) you have full power and authority to enter into the TOS and in doing so will not violate any other agreement to which you are a party; (iii) you are not located in, under the control of, or a national of any restricted location or any country to which the United States has embargoed goods or services; (iv) no one employed, engaged, or authorized by you or who is an investor or principal has been placed on the U.S. Commerce Department’s Denied Persons List or identified as a “Specially Designated National” by OFAC; and (v) you will not use our Services if any applicable laws in the country of your incorporation or operation prohibits you from doing so in accordance with the TOS. Company will not make all the Services available in all markets and jurisdictions and will prohibit use of the Services from certain countries, states, territories, or jurisdictions. Any software or code available in connection with the Services and the transmission of applicable data, if any, are subject to United States export controls. No software or code may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software or code is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Services, including as it concerns online conduct and acceptable content.
Permitted Use: You agree and acknowledge that you will not use the Services in connection with any unlawful or otherwise undesirable activity (as determined by Company in its sole discretion) including but not limited to dealing in regulated products or services, pseudo-pharmaceuticals, adult content and services, unfair/predatory practices, counterfeit goods, gambling, suspected money laundering or drug activity. In addition, you represent that your Account is not being used primarily for personal, family, or household purposes.
Limited License: We grant you a limited, nonexclusive, nontransferable license, subject to the terms of the TOS, to access and use the Site and related websites, content, materials, and information (collectively the “Content”) solely for approved purposes as permitted by Company from time to time. Any other use of the Site and Content is expressly prohibited and all other right, title, and interest in the Site and Content are exclusively the property of Company and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Site or Content in whole or in part. “Company” and “Companyhq.com” and all logos related to the Services or displayed on the Site are either trademarks or registered marks of Company or its licensors. You may not copy, imitate, or use them without our prior written consent.
E-Sign and Electronic Communications Consent: In our sole discretion, any agreements, applications, or records that you sign or agree to at our request may be in electronic form. Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively “Communications”) that we provide in connection with your Account and your use of the Services. We will provide these Communications to you by either posting them on the Site, emailing them to you at the primary email address listed in your Account profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification. Company is likely unable to send Communications in a language other than English and if you are not fluent in English, you should consider obtaining the services of an interpreter. You understand and agree that if Company or its agent sends you an electronic Communication but you do not receive it because either your phone number or primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Company will be deemed to have provided the Communication to you.
Information Security: You acknowledge that the username or identification numbers used to access your Account are unique and that you alone have assigned a unique password to such username or identification number. The password you have created to access your Account is strictly confidential and should only be known to you. You must not share or disclose the password to anyone and assure the confidentiality of your password at all times. You are responsible for protecting your Account and maintaining adequate security and control of all IDs, passwords, hints, personal identification numbers (PINs), API keys, or any other codes that are used to access the Services and shall not share your Account credentials with third parties. Any loss or compromise of the foregoing information or any personal information may result in unauthorized access to your Account and any associated external accounts by third parties and the loss or theft of assets. You are responsible for providing accurate and complete Account information and for keeping email addresses and telephone numbers up to date in your Account profile to receive any notices or alerts that Company may send Client. Company assumes no responsibility for any loss that Client may sustain due to the compromise of your Account credentials due to no fault of Company or any failure to follow or act on any notices or alerts that Company may send to you. In the event you believe your Account information has been compromised, contact Company customer support immediately at [email protected]
Authorized Agent and Third-Party Applications: If you authorize an additional user, agent, representative, service provider, or any other third party to access or connect to your Account, either through the third party’s product or service or through the Services, you are fully responsible for all acts or omissions of any such third party with respect to your Account, including all transactions, deposits, withdrawals, or other activities. You acknowledge and agree that you will not hold Company responsible for and will indemnify Company from any liability arising out of or related to any act or omission of any such third party with access to your Account. You may change or remove any third-party Account permissions by contacting customer support at [email protected]
Ownership: The Content and Services and all technology, content, and other materials used, displayed, or provided in connection therewith, together with all intellectual property rights in any of the foregoing, are as between you and Company owned by Company.
User Content: You hereby grant Company a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish, and distribute in any form, medium, or manner any text, information, data, materials, images, or other content you provide to Company using the Services or submit or post to the Site and that is not feedback owned by Company or your personal data (the “Client Content”). You represent and warrant that (i) you own the Client Content or have the right to grant the rights and licenses in the TOS and (ii) the Client Content and use by Company of the Client Content as licensed herein do not and will not violate, misappropriate, or infringe on the rights of any third party. Company may remove any Client Content from the Site for any reason at Company’s discretion.
Third-Party Content: In using the Site, Content, or Services, you may view content provided by third parties (“Third-Party Content”). Company does not control, endorse, or adopt any Third-Party Content and is not responsible for Third-Party Content including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, Client’s business dealings or correspondence with such third parties are solely between you and the third parties. Company is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings and you understand that the use of Third-Party Content and your interactions with third parties are at your own risk.
Operations
Taxes: It is your sole responsibility to determine whether and to what extent any taxes apply to any transactions you conduct through the Services and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Company does not deduct any amount for taxes when you conduct a transaction and you are solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to any such transaction. All amounts set out or expressed to be payable hereunder by you to Company shall be deemed to be exclusive of any VAT. If VAT is chargeable, you shall pay to Company an amount equal to such VAT.
Modification or Discontinuance of Services: Company may, in our absolute and sole discretion, with or without prior notice and at any time modify or discontinue temporarily or permanently any portion of the Services.
Suspension, Restriction, and Cancellation of Services: Company may restrict, suspend, or terminate your Account and access to the Services in our absolute and sole discretion immediately and without prior notice and delete or deactivate related information and files including, for example, in the event that you breach any terms of the TOS or you take any action that Company deems abusive or as circumventing Company controls. Suspension, restriction, or termination of your Account shall not affect the payment of fees or other amounts you owe to Company. In the event that your Account is suspended or terminated, we will immediately cancel all open transactions associated with your Account, block all withdrawals, and bar the placing of further transactions until resolution or Account cancellation.
Fees: Applicable fees as described in the fee schedule maintained by the Company the “(Fee Schedule”) shall apply to use of Services. The Fee Schedule may be updated by Company from time-to-time upon written notice.
ASSUMPTION OF RISK, LIMITS OF LIABILITY, AND INDEMNITY
Assumption of Risk: You acknowledge that there are risks associated with using the Services and the Site, including risk of failure of hardware, software, and internet connections, the risk of malicious software introduction, risk of data loss due to closure of accounts by Payment Provider(s), and the risk that third parties may obtain unauthorized access to information stored within your Account. As such, Company will not be responsible or liable to you for any such related losses and takes no responsibility for use of the Services that involves user error such as forgotten passwords, incorrectly construed instructions, or mistyped wallet addresses; server failure or data loss; corrupt files; unauthorized access; or any unauthorized third-party activities including, without limitation, the use or introduction of computer viruses or other malware, phishing, spoofing, or other means of attack against you, the Site, or the Services. You further acknowledge and agree that Company will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Site or the Services regardless of the cause.
Company Site Accuracy and Availability: We make no representation or warranty that the Site or the server that makes it available is free of viruses or errors, that its content is accurate, that its availability will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind from action taken or taken in reliance on content, material, or information contained on the Site. Links to third-party materials may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Site.
Limitation of Liability; No Warranty: IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INTANGIBLE, OR CONSEQUENTIAL DAMAGES WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SITE OR THE SERVICES OR THE TOS. THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY WHETHER EXPRESS, IMPLIED, OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. COMPANY MAKES NO REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY DATA INCLUDING HISTORICAL PRICE DATA AVAILABLE ON THE SITE. COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO FACILITATE TRANSACTIONS IN A TIMELY MANNER BUT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE ANY TRANSACTION.
Indemnification and Hold Harmless: You agree to indemnify and hold harmless Company, its affiliates, and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives from any loss, damage, cost, action, claim, or demand (including attorneys' fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to your breach of the TOS; your use of or conduct in connection with the Services or the Site; or your violation of any law, rule, or regulation, or the rights of any third party.
Arbitration and Waiver of Class Action: If you have a dispute with Company, we will attempt to resolve any such dispute through our support team. If we cannot resolve the dispute through our support team, you and Company agree that any dispute arising under the TOS or in connection with the Site or Services shall be finally settled in binding arbitration on an individual basis and you and Company hereby expressly waive trial by jury and the right to participate in any action involving collective, consolidated, or representative proceedings, including a class action lawsuit or class-wide arbitration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules. The arbitration will be conducted by a single neutral arbitrator and shall take place in California, in the county of Los Angeles, or another mutually agreeable location in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award including attorneys' fees when authorized by law and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding arising under the TOS or in connection with the Site or Services shall be entitled to costs and attorneys' fees. Notwithstanding the above, you and Company each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any claim arising out of or related to the TOS, Site, or Services must be filed within one year after such claim arose.
Release: To the fullest extent permitted by applicable law, you release Company and its affiliates, and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives from responsibility, liability, claims, demands, or damages (actual and consequential) of every kind and nature, known and unknown (including but not limited to claims of negligence) arising out of or related to disputes between users and the acts or omissions of third parties. If you are a California entity, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that if known by him or her would have materially affected his or her settlement with the debtor or released party.”
GENERAL PROVISIONS
Contact Us: Please contact us at support [email protected] with any feedback, questions, or complaints.
Amendments: Except as otherwise set forth in the TOS, we may amend or modify the TOS in our absolute and sole discretion by posting the revised TOS on the Site or emailing the revised TOS to you and the revised TOS shall be effective at such time. If you do not agree with any revised TOS, your sole and exclusive remedy is to terminate your use of the Site and Services and close your Account. You agree that we shall not be liable to you or any third party for any modification or termination of the Site or Services or suspension or termination of your access to the Site or Services.
Entire Agreement: The TOS and the Privacy Policy incorporated by reference herein comprise the entire understanding and agreement between you and Company as to the subject matter hereof and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of the TOS) and every nature between you and Company. Section headings in the TOS are for convenience only and shall not govern the meaning or interpretation of any provision of the TOS.
Assignment: You may not assign any rights and/or licenses granted under the TOS. We reserve the right to assign our rights without restriction, including without limitation to any Company affiliates or subsidiaries or to any successor-in-interest of any business associated with the Site or Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, the TOS will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Severability: If any provision of the TOS is determined to be invalid or unenforceable under or by any regulation, law, court of competent jurisdiction, or government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and the validity or enforceability of any other provision of the TOS shall not be affected.
Change of Control: Should Company be acquired by or merged with a third-party entity, we reserve the right in any of these circumstances to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Survival: All provisions of the TOS which by their nature extend beyond the expiration or termination of the TOS, including without limitation those sections pertaining to suspension or termination, Account cancellation, general use of the Site, disputes with Company, and general provisions, shall survive the termination or expiration of the TOS.
Governing Law: You agree that the laws of the State of California, U.S.A., without regard to principles of conflict of laws, will govern the TOS and any claim or dispute that has arisen or may arise between you and Company under the TOS or in connection with the Site or Services. However, the choice of law provision is not intended to create any other substantive right to non-Californians to assert claims under California law, whether that be by statute, common law, or otherwise. The choice of law provision and Section 5.5 of the TOS are only intended to specify the use of California law to interpret the TOS and the forum for disputes asserting a breach of the TOS, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 5.5 or to any disputes which may be subject to arbitration as defined therein.
Force Majeure: We shall not be liable for delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, pandemic, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.
No Waiver: The TOS shall not be construed to waive rights that cannot be waived under applicable state laws.
Terms of Service
These terms of service (the “TOS”) set forth the rules for the use of the Nukey Inc., a Delaware company doing business as Volta (the “Company”) website and related services.
Acceptance of Terms
Company provides its Services (as defined below) to you through its website located at https://www.voltacircuit.com (the “Site”) subject to the TOS. By accepting the TOS or by accessing or using the Services or Site, you acknowledge that you have read and understood and agree to be bound by the TOS. If you do not agree with the TOS, you must not accept the TOS and must stop accessing or using the Services or the Site.
"Client", "You", and "Your" refer to you. "We", "Our", and "Us" refer to Company.
Services
Through your Company account (“Account”) and the Site, you perform certain digital asset transactions via respective blockchains pursuant to your own instructions and self-management. The Company may provide certain other services and information from time to time including, among other things, account management tools, general news and information, financial market alerts, market data including prices and analytics, and educational information (collectively the “Services”). Company provides software services with a multi-signature wallet that puts you in complete control and custody of your own digital assets. You hold and manage your keys and digital assets. Company is not a money transmitter, money services business, bank, savings and loan association, or any other type of regulated financial institution.
Registration
You may be required to register with the Company in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current, and complete information about your organization as prompted by Company. By registering with Company, you represent and warrant that you are not using the Services for personal, family, or household purposes.
Fraud Prevention and Identity Verification: In order to use certain features of the Services, you will be required to provide Company with certain Client information including, but not limited to, name, address, telephone number, e-mail address, and taxpayer identification number. In submitting this or any other information as may be required, you verify that the information is accurate and authentic and you agree to update Company if any information changes. You hereby authorize Company to directly or through third parties make any inquiries we consider necessary to verify your identity or the identity of your owners or control individuals and/or protect against fraud, including to query identity information contained in public and credit reports (e.g. email address, phone number, name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g. name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. If applicable, you further authorize your wireless operator to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI), and other subscriber details if available to us and our service providers for the duration of the business relationship for identity verification and fraud avoidance. By requesting to use the Services, you are providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your business credit report from a credit bureau. You are also authorizing us to obtain your business credit report at any time we reasonably believe there may be an increased level of risk associated with your Account. An increased level of risk includes, but is not limited to, a high number of chargebacks or reversals or suspicious activity associated with your Account.
Privacy Policy: Registration data and other information that you provide in connection with the Services are governed by our privacy policy available at https://www.voltacircuit.com/privacy-policy (our “Privacy Policy”). By accessing or using the Services, the Site, or otherwise providing information to us, you expressly agree to the terms of our Privacy Policy and consent to the sharing, processing, and transfer of information in and to the U.S. and other countries. Please see our Privacy Policy for more information.
Eligibility: You represent and warrant that you are duly organized and validly existing under applicable laws and the person signing or agreeing to the TOS is duly authorized by the Client to act on its behalf and bind the Client to agreeing to the TOS. You also warrant that your employees, officers, representatives, and other agents that may access the Services are duly authorized to access the Services and make all transactions conducted under your username and password. Furthermore, you represent and warrant that you meet the following requirements: (i) you have not previously been suspended or removed from using the Services; (ii) you have full power and authority to enter into the TOS and in doing so will not violate any other agreement to which you are a party; (iii) you are not located in, under the control of, or a national of any restricted location or any country to which the United States has embargoed goods or services; (iv) no one employed, engaged, or authorized by you or who is an investor or principal has been placed on the U.S. Commerce Department’s Denied Persons List or identified as a “Specially Designated National” by OFAC; and (v) you will not use our Services if any applicable laws in the country of your incorporation or operation prohibits you from doing so in accordance with the TOS. Company will not make all the Services available in all markets and jurisdictions and will prohibit use of the Services from certain countries, states, territories, or jurisdictions. Any software or code available in connection with the Services and the transmission of applicable data, if any, are subject to United States export controls. No software or code may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software or code is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Services, including as it concerns online conduct and acceptable content.
Permitted Use: You agree and acknowledge that you will not use the Services in connection with any unlawful or otherwise undesirable activity (as determined by Company in its sole discretion) including but not limited to dealing in regulated products or services, pseudo-pharmaceuticals, adult content and services, unfair/predatory practices, counterfeit goods, gambling, suspected money laundering or drug activity. In addition, you represent that your Account is not being used primarily for personal, family, or household purposes.
Limited License: We grant you a limited, nonexclusive, nontransferable license, subject to the terms of the TOS, to access and use the Site and related websites, content, materials, and information (collectively the “Content”) solely for approved purposes as permitted by Company from time to time. Any other use of the Site and Content is expressly prohibited and all other right, title, and interest in the Site and Content are exclusively the property of Company and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Site or Content in whole or in part. “Company” and “Companyhq.com” and all logos related to the Services or displayed on the Site are either trademarks or registered marks of Company or its licensors. You may not copy, imitate, or use them without our prior written consent.
E-Sign and Electronic Communications Consent: In our sole discretion, any agreements, applications, or records that you sign or agree to at our request may be in electronic form. Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively “Communications”) that we provide in connection with your Account and your use of the Services. We will provide these Communications to you by either posting them on the Site, emailing them to you at the primary email address listed in your Account profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification. Company is likely unable to send Communications in a language other than English and if you are not fluent in English, you should consider obtaining the services of an interpreter. You understand and agree that if Company or its agent sends you an electronic Communication but you do not receive it because either your phone number or primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Company will be deemed to have provided the Communication to you.
Information Security: You acknowledge that the username or identification numbers used to access your Account are unique and that you alone have assigned a unique password to such username or identification number. The password you have created to access your Account is strictly confidential and should only be known to you. You must not share or disclose the password to anyone and assure the confidentiality of your password at all times. You are responsible for protecting your Account and maintaining adequate security and control of all IDs, passwords, hints, personal identification numbers (PINs), API keys, or any other codes that are used to access the Services and shall not share your Account credentials with third parties. Any loss or compromise of the foregoing information or any personal information may result in unauthorized access to your Account and any associated external accounts by third parties and the loss or theft of assets. You are responsible for providing accurate and complete Account information and for keeping email addresses and telephone numbers up to date in your Account profile to receive any notices or alerts that Company may send Client. Company assumes no responsibility for any loss that Client may sustain due to the compromise of your Account credentials due to no fault of Company or any failure to follow or act on any notices or alerts that Company may send to you. In the event you believe your Account information has been compromised, contact Company customer support immediately at [email protected]
Authorized Agent and Third-Party Applications: If you authorize an additional user, agent, representative, service provider, or any other third party to access or connect to your Account, either through the third party’s product or service or through the Services, you are fully responsible for all acts or omissions of any such third party with respect to your Account, including all transactions, deposits, withdrawals, or other activities. You acknowledge and agree that you will not hold Company responsible for and will indemnify Company from any liability arising out of or related to any act or omission of any such third party with access to your Account. You may change or remove any third-party Account permissions by contacting customer support at [email protected]
Ownership: The Content and Services and all technology, content, and other materials used, displayed, or provided in connection therewith, together with all intellectual property rights in any of the foregoing, are as between you and Company owned by Company.
User Content: You hereby grant Company a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish, and distribute in any form, medium, or manner any text, information, data, materials, images, or other content you provide to Company using the Services or submit or post to the Site and that is not feedback owned by Company or your personal data (the “Client Content”). You represent and warrant that (i) you own the Client Content or have the right to grant the rights and licenses in the TOS and (ii) the Client Content and use by Company of the Client Content as licensed herein do not and will not violate, misappropriate, or infringe on the rights of any third party. Company may remove any Client Content from the Site for any reason at Company’s discretion.
Third-Party Content: In using the Site, Content, or Services, you may view content provided by third parties (“Third-Party Content”). Company does not control, endorse, or adopt any Third-Party Content and is not responsible for Third-Party Content including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, Client’s business dealings or correspondence with such third parties are solely between you and the third parties. Company is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings and you understand that the use of Third-Party Content and your interactions with third parties are at your own risk.
Operations
Taxes: It is your sole responsibility to determine whether and to what extent any taxes apply to any transactions you conduct through the Services and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Company does not deduct any amount for taxes when you conduct a transaction and you are solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to any such transaction. All amounts set out or expressed to be payable hereunder by you to Company shall be deemed to be exclusive of any VAT. If VAT is chargeable, you shall pay to Company an amount equal to such VAT.
Modification or Discontinuance of Services: Company may, in our absolute and sole discretion, with or without prior notice and at any time modify or discontinue temporarily or permanently any portion of the Services.
Suspension, Restriction, and Cancellation of Services: Company may restrict, suspend, or terminate your Account and access to the Services in our absolute and sole discretion immediately and without prior notice and delete or deactivate related information and files including, for example, in the event that you breach any terms of the TOS or you take any action that Company deems abusive or as circumventing Company controls. Suspension, restriction, or termination of your Account shall not affect the payment of fees or other amounts you owe to Company. In the event that your Account is suspended or terminated, we will immediately cancel all open transactions associated with your Account, block all withdrawals, and bar the placing of further transactions until resolution or Account cancellation.
Fees: Applicable fees as described in the fee schedule maintained by the Company the “(Fee Schedule”) shall apply to use of Services. The Fee Schedule may be updated by Company from time-to-time upon written notice.
ASSUMPTION OF RISK, LIMITS OF LIABILITY, AND INDEMNITY
Assumption of Risk: You acknowledge that there are risks associated with using the Services and the Site, including risk of failure of hardware, software, and internet connections, the risk of malicious software introduction, risk of data loss due to closure of accounts by Payment Provider(s), and the risk that third parties may obtain unauthorized access to information stored within your Account. As such, Company will not be responsible or liable to you for any such related losses and takes no responsibility for use of the Services that involves user error such as forgotten passwords, incorrectly construed instructions, or mistyped wallet addresses; server failure or data loss; corrupt files; unauthorized access; or any unauthorized third-party activities including, without limitation, the use or introduction of computer viruses or other malware, phishing, spoofing, or other means of attack against you, the Site, or the Services. You further acknowledge and agree that Company will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Site or the Services regardless of the cause.
Company Site Accuracy and Availability: We make no representation or warranty that the Site or the server that makes it available is free of viruses or errors, that its content is accurate, that its availability will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind from action taken or taken in reliance on content, material, or information contained on the Site. Links to third-party materials may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Site.
Limitation of Liability; No Warranty: IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INTANGIBLE, OR CONSEQUENTIAL DAMAGES WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SITE OR THE SERVICES OR THE TOS. THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY WHETHER EXPRESS, IMPLIED, OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. COMPANY MAKES NO REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY DATA INCLUDING HISTORICAL PRICE DATA AVAILABLE ON THE SITE. COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO FACILITATE TRANSACTIONS IN A TIMELY MANNER BUT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE ANY TRANSACTION.
Indemnification and Hold Harmless: You agree to indemnify and hold harmless Company, its affiliates, and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives from any loss, damage, cost, action, claim, or demand (including attorneys' fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to your breach of the TOS; your use of or conduct in connection with the Services or the Site; or your violation of any law, rule, or regulation, or the rights of any third party.
Arbitration and Waiver of Class Action: If you have a dispute with Company, we will attempt to resolve any such dispute through our support team. If we cannot resolve the dispute through our support team, you and Company agree that any dispute arising under the TOS or in connection with the Site or Services shall be finally settled in binding arbitration on an individual basis and you and Company hereby expressly waive trial by jury and the right to participate in any action involving collective, consolidated, or representative proceedings, including a class action lawsuit or class-wide arbitration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules. The arbitration will be conducted by a single neutral arbitrator and shall take place in California, in the county of Los Angeles, or another mutually agreeable location in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award including attorneys' fees when authorized by law and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding arising under the TOS or in connection with the Site or Services shall be entitled to costs and attorneys' fees. Notwithstanding the above, you and Company each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any claim arising out of or related to the TOS, Site, or Services must be filed within one year after such claim arose.
Release: To the fullest extent permitted by applicable law, you release Company and its affiliates, and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives from responsibility, liability, claims, demands, or damages (actual and consequential) of every kind and nature, known and unknown (including but not limited to claims of negligence) arising out of or related to disputes between users and the acts or omissions of third parties. If you are a California entity, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that if known by him or her would have materially affected his or her settlement with the debtor or released party.”
GENERAL PROVISIONS
Contact Us: Please contact us at support [email protected] with any feedback, questions, or complaints.
Amendments: Except as otherwise set forth in the TOS, we may amend or modify the TOS in our absolute and sole discretion by posting the revised TOS on the Site or emailing the revised TOS to you and the revised TOS shall be effective at such time. If you do not agree with any revised TOS, your sole and exclusive remedy is to terminate your use of the Site and Services and close your Account. You agree that we shall not be liable to you or any third party for any modification or termination of the Site or Services or suspension or termination of your access to the Site or Services.
Entire Agreement: The TOS and the Privacy Policy incorporated by reference herein comprise the entire understanding and agreement between you and Company as to the subject matter hereof and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of the TOS) and every nature between you and Company. Section headings in the TOS are for convenience only and shall not govern the meaning or interpretation of any provision of the TOS.
Assignment: You may not assign any rights and/or licenses granted under the TOS. We reserve the right to assign our rights without restriction, including without limitation to any Company affiliates or subsidiaries or to any successor-in-interest of any business associated with the Site or Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, the TOS will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Severability: If any provision of the TOS is determined to be invalid or unenforceable under or by any regulation, law, court of competent jurisdiction, or government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and the validity or enforceability of any other provision of the TOS shall not be affected.
Change of Control: Should Company be acquired by or merged with a third-party entity, we reserve the right in any of these circumstances to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Survival: All provisions of the TOS which by their nature extend beyond the expiration or termination of the TOS, including without limitation those sections pertaining to suspension or termination, Account cancellation, general use of the Site, disputes with Company, and general provisions, shall survive the termination or expiration of the TOS.
Governing Law: You agree that the laws of the State of California, U.S.A., without regard to principles of conflict of laws, will govern the TOS and any claim or dispute that has arisen or may arise between you and Company under the TOS or in connection with the Site or Services. However, the choice of law provision is not intended to create any other substantive right to non-Californians to assert claims under California law, whether that be by statute, common law, or otherwise. The choice of law provision and Section 5.5 of the TOS are only intended to specify the use of California law to interpret the TOS and the forum for disputes asserting a breach of the TOS, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 5.5 or to any disputes which may be subject to arbitration as defined therein.
Force Majeure: We shall not be liable for delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, pandemic, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.
No Waiver: The TOS shall not be construed to waive rights that cannot be waived under applicable state laws.
