Last Updated: 7/15/2020
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
1. DESCRIPTION OF PLATFORM
Our proprietary Platform verifies that authorized representatives of certain entities (which may include, but is not limited to, banks, broker-dealers, issuers, funds, or the like) (an “Entity”) and individual investors or authorized representative of institutional investors (in either case, an “Investor”) is associated with a particular digital wallet (“Wallet”). There are several steps to carry out this verification process. The Entity and Investor will register to use the Platform; during the registration process, they will (1) provide an authenticated email address and (2) register a Wallet.
Once an Entity or Investor has registered to use the Platform, Vertalo will require the Entity or Investor (as the case may be) to perform an action that will demonstrate ownership of the Wallet. Once the verification is complete, evidence of such verification between Vertalo and the Entity or Investor is written to the blockchain. Vertalo will then communicate to the relevant Entity that the Investor is associated with a Wallet, along with the Investor’s name and Wallet address (and vice versa).
Vertalo does not collect any funds, execute or allow the execution of any trades, or otherwise act as a broker-dealer or cryptocurrency exchange, money transmitter, money services business, and has no fiduciary relationship or obligation to you in connection with any trades or other interactions between Investors and Entities.
Vertalo does not store your Private Keys. It is imperative that you back up your Private Key information. If you forget or lose your Private Keys, it will not be possible for Vertalo to recover them for you, and you may permanently lose your access to the Platform with such Wallet. If you do not understand how to back up your Private Keys, please learn more before using the Platform.
2. COMMUNITY GUIDELINES
By accessing and/or using the Platform or Website, you hereby agree to comply with these community rules and that:
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not use the Platform or Website to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
- You will not access or use the Platform or Website to collect any market research for a competing business;
- You will not “stalk” or otherwise harass another;
- You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform or Website;
- You will not use any robot, spider, scraper, or other automated means to access the Platform or Website for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the Platform or Website for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform or the Website, or any portion of the Platform or the Website, without notice.
3. ACCOUNT INFORMATION
During the registration process, we will ask you to create an account, which includes, but is not limited to, the following data: unique username (“Username”), name, email address, and Wallet information (collectively, an “Account”). When creating your Account, you must provide true, accurate, current, and complete information. An Account can be used by only one registrant on the Platform. You are responsible for the confidentiality and use of your Account. You will promptly inform us of any need to deactivate your Account. We reserve the right to delete or change your Account at any time and for any reason.
4. INTELLECTUAL PROPERTY
The Platform and Website contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Vertalo (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
The trademarks, service marks, and logos of Vertalo (“Vertalo Trademarks”) used and displayed on the Platform and the Website are registered and unregistered trademarks or service marks of Vertalo. Other company, product, and service names located on the Platform and the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Vertalo Trademarks, the “Trademarks”). Nothing on the Platform and the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Vertalo Trademarks inures to our benefit.
Elements of the Platform and Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express written consent for each and every instance.
5. COMMUNICATIONS TO US
Although we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
6. NO WARRANTIES; LIMITATION OF LIABILITY
THE PLATFORM, WEBSITE, AND ALL CONTENT, FUNCTIONS AND MATERIALS (INCLUDING THIRD-PARTY MATERIALS) MADE AVAILABLE TO YOU THROUGH THE PLATFORM AND WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
NONE OF VERTALO, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “VERTALO PARTIES”) ENDORSE OR RECOMMEND ANY THIRD-PARTY EXCHANGES, ANY TOKENS, OR ANY TRADES. NONE OF THE VERTALO PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY RESULTS CAUSED BY USING THE PLATFORM, INCLUDING WITHOUT LIMITATION, ANY FINANCIAL LOSS. FOR AVOIDANCE OF DOUBT, THE FOREGOING SENTENCE DOES NOT APPLY TO CONSUMERS LOCATED IN THE STATE OF NEW JERSEY.
THE CONTENT ON THE PLATFORM IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY TOKENS OR SECURITIES OF VERTALO OR ANY OTHER ENTITY. INVESTMENT OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. THE PLATFORM AND PLATFORM PROVIDE NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THEM IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM ANY FINANCIAL LOSSES, LOST DATA, OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, WEBSITE, CONTENT, OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES NOT ATTRIBUTABLE TO PERSONAL INJURIES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, WEBSITE, CONTENT, OR ANY RELATED SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
THE PLATFORM AND WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH ERRORS OR OMISSIONS. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AND WEBSITE AT ANY TIME WITHOUT NOTICE.
8. THIRD PARTY MATERIALS
9. COMMUNICATIONS DECENCY ACT NOTICE
The Platform is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any information posted to the Platform or Website by third parties (“User Content”) is limited as described therein. We are not responsible for any User Content or any other information posted to the Platform or Website. We neither warrant the accuracy of such User Content or exercise any editorial control over such User Content, nor do we assume any legal obligation for editorial control of User Content posted by third parties or liability in connection with such User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content or any other information contained in such User Content.
10. COMPLIANCE WITH APPLICABLE LAWS
The Platform and Website are based in the United States. We make no claims concerning whether the Platform, Website, or Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform, Website, or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
11. TERMINATION OF THE AGREEMENT
12. CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
13. BINDING ARBITRATION
14. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
15. EQUITABLE RELIEF
If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”