The purpose of the Site is to provide enterprise-grade infrastructure that automates and optimizes a User’s accounting, audit, tax and other middle- and back-office processes, such as reporting, reconciliation, controls and compliance, for the blockchain and cryptocurrency industries (the “Platform”). The Platform does not issue any Digital Assets (as defined below) to its Users and it does not build blockchains. For the avoidance of doubt, Libra Crypto Office, Libra Reference Data, and Libra Tax and other products that may be offered by us from time to time are each included within the definition of the Platform.
Should you have any questions or comments regarding our Site, the Platform or our Services, please feel free to contact us at: [email protected]
1. Preliminary Provisions
1.2 Right to Counsel
1.3 Party Definitions and Introductory Terms
The services the Site provides, including the Platform and any ancillary services are hereinafter collectively referred to as the “Services”.
The Site may contain images and content, including, but not limited to, text, software, images, graphics, data, messages or any other information, and any other website content owned, operated, licensed, or controlled by the Company (collectively, “Materials”).
You become a “Customer” by entering into a written agreement with the Company relating to use of the Platform or Services, including, without limitation, a “service agreement” or “trial agreement” (each, a “Customer Agreement”), and the Company thereafter registering you with the Site using a Customer ID and password, as discussed below. Only Customers may access the Platform.
Hereinafter, the Company and you may collectively be referred to as the “Parties” and each, a “Party”.
1.4 Intent to Be Bound
1.6 Electronic Signatures / Assent Required
1.7 Illegal Activities
If you are seeking information regarding any illegal activities, or seeking to engage in any illegal or fraudulent financial activity, please leave this Site immediately and do not attempt to use the Site. You acknowledge and agree that you are aware of the legality of using our Site in your relevant local jurisdiction, and you agree that you will not use the Site, if such use is prohibited or otherwise violates the laws of your state, province, country or other jurisdiction.
2. Explanation of Customers
2.1 Access and Limited License
2.2 Digital Assets
We do not provide or issue our Customers any virtual currency whatsoever. All information with respect to any digital assets, including, but not limited to, Bitcoin, Etherum and Ripple (“Digital Assets”), entered or inputted into our Platform by Customers originates from the Customers themselves. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of your Digital Assets, and that the Company does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you shall access and use the Site, including the Platform, at your own risk. This brief statement does not disclose all of the risks associated with trading in Digital Assets. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources.
2.3 Digital Asset Values
Our Platform uses third party market value data to value your Digital Assets in connection with our Services to you. You understand and agree that, due to technical and other restrictions, any Digital Asset market values displayed or otherwise incorporated or used on the Site, including the Platform, may be delayed and therefore not reflect the current, live market value of such Digital Asset. Nonetheless, you agree that the values displayed on our Site control your use of the Site and Services, including the Platform. You also agree that we are not responsible for any failure or outage in the market value data provided by third parties and used or incorporated on the Site, including the Platform.
2.4 Your Account; Registration Data
2.5 Your Account Responsibility
You are entirely responsible for any and all activities conducted through your Account. You agree to notify us immediately of any unauthorized use of your password or Customer ID, as well as of any other breach of security. We are not responsible for any unauthorized use of your Account, and you agree that you are responsible for such unauthorized use and for protecting the confidentiality of your Customer ID and password. To the fullest extent permissible by applicable law, you acknowledge and agree that the Company will have no liability associated with or arising from your failure to maintain accurate Registration Data, including your failure to receive important information and updates about the Platform. If the Company or any of its authorized agents have reasonable grounds to suspect that any information you provided to us is untrue, inaccurate or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Site, including the Platform, (or any portion thereof) by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Site, including the Platform.
2.6 No Account Transfers
Control or use of your Account may not be transferred, leased, assigned or sold to a third party. We disclaim any and all liability arising from fraudulent entry and use of the Site and the Platform. If a User fraudulently obtains access to your Account, the Platform or any Services, we may terminate the User’s access immediately and take all necessary and appropriate actions under applicable federal, state and international laws.
2.7 Password Security
As part of our security measures and policies, please note that we will never ask you, for any reason, whether by email, regular mail or telephone, to disclose your account password. Password inquiries will only be conducted online and only after you have signed onto the company’s site. We will never send you embedded links in an email requesting that you sign onto the site by clicking such a link. If you receive an embedded link by email, claiming to be from us, you should not open it or click on the link. The email is not from us and is likely fraudulent. Never give your account password to anyone whom you do not intend to authorize to use your account.
2.8 Third Party Account Information
2.10 Cancellation and Termination of your Account
2.11 Service Interruption
From time to time due to technological factors, scheduled software uploads and other factors beyond or within our control, the Site or the Platform may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless from and against any such interruption of or inability to access the Site or Platform.
2.12 Agreement to Receive Notifications and Other Communications
We reserve the right to send electronic mail or other messages to Customers. The purpose of these communications may include, but is not limited to: (i) providing you with information concerning your Account; (ii) providing information to you regarding products or services offered by our affiliates or partners; (iii) informing you about any of our related products or services; or (iv) providing you with information about any item that we think, in our sole discretion, may be of interest to you.
In some countries or territories, we may offer Users the choice to enroll in our email subscription. If you enroll in the email subscription, you agree to receive, from time to time, promotional emails from the Company. Each promotional email will include a link allowing you to unsubscribe from the email subscription and/or a link to a webpage where you can adjust your email preferences. Enrolling in the email subscription will not affect the frequency of administrative emails that the Company may send to Customers in connection with their Accounts. No fee is charged in sending promotional emails to you, but third-party data rates may apply. Some promotions you receive may have additional, promotion-specific terms and conditions, privacy notices or other disclosures and/or requirements. Please be sure to review any such additional terms, disclosures and/or requirements before you choose to participate in such promotions.
3. Restrictions on Use of Our Site and Services
3.1 Restrictions on Use
4. Disclaimer of Warranty
4.1 Express Disclaimers
By using the Site, the Platform or Services, you expressly acknowledge and agree that: (i) such use of the Site, Platform, and Services is at your own and sole risk; (ii) any material and/or data downloaded or otherwise obtained through the use of the Site, the Platform and Services or any of the Materials contained therein is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data; (iii) the Site, Platform and Services, and all Materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement; (iv) the Company makes no representations or warranties that the Site, the Platform and Services, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free; nor does the Company make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy or completeness of the Site, Platform and Services or any of the Materials contained therein; (v) the Company cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties; and accordingly, the Company does not assume any responsibility or risk for your use of the Internet; (vi) the Company makes no warranty, express or implied, regarding any transaction entered into through the Site, Platform or Services; and (vii) the Company is not responsible for any use of confidential or private information by Users or third parties.
4.2 No Implied Warranties
5. Indemnification and Release
5.1 Improper Use of Site or Services
If we determine that you or any User has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Site, Platform and Services will be terminated immediately, without any reimbursement of any payment or fees you may have made to us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon legal request and/or advisement of an attorney. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law.
The Company shall notify you by electronic mail, mail or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or choose our own legal counsel, but are not obligated to do so.
To the maximum extent permitted by applicable law, you hereby discharge, acquit and otherwise release the Indemnified Parties, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to the use of, or activities relating to the use of, the Site, including the Platform, and the Services including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of the Site, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Site, including the Platform, unavailability of the Site, its functions and/or Services and any other technical failure that may result in inaccessibility to the Site, Platform or Services, or any claim based on vicarious liability for torts committed by Users encountered or transacted with through the Site and Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter or murder.
The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the Parties to be interpreted broadly in favor of the Company, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the Parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.
6. Limitation of Liability
6.1 Limitation of Liability
6.2 Force Majeure
6.3 Maximum Liability
In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site, the Platform or the Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
6.4 Right of Set Off
7. Links and Linking
7.1 Third Party Links
Some websites which are linked to or from the Site (including advertisements) are owned and operated by third parties. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein. We are not responsible or liable for any such content, advertising, services, products or other materials on or available from such websites or resources.
7.2 No Liability
You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any Losses caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.
You hereby agree to defend and hold harmless each of the Indemnified Parties from and against any and all Losses that may result from your use of links that may appear on the Site, the Platform or via the Services. We reserve the right to terminate any link or linking program at any time.
8. Proprietary Information
8.1 Proprietary Rights
The Materials accessible from the Site, the Platform, the Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such Materials. No rights, title or interest in any such Materials are transferred to you by access to the Site and Services.
All Materials included on the Site, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of the Company or its content suppliers and are protected by United States and international copyright laws. The compilation of all Materials on the Site is the exclusive property of the Company or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.
8.2 No Infringement
All of the marks, logos, domains and trademarks that you find on the Site and Services may not be used publicly except with express written permission from the Company, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits the Company.
8.3 No Alteration or Distribution
If you submit feedback or suggestions about the Site, the Platform, the Services or any Materials contained therein, we may use your feedback or suggestions without obligation to you.
9. Export Control
9.1 Export Controls
You understand and acknowledge that the software elements of the Materials on the Site and the Services may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. Diversion of such Materials contrary to United States’ or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.
9.2 No Agency Relationship
10.2 Communications Not Provided
We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use the Site or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into the Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages. User should not have an expectation of privacy regarding any communications sent through the Site or the Services.
11.1 Binding Arbitration
11.2 No Waiver of Right to Arbitration
There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving Party to the other Party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
11.3 Waiver of Statute of Limitations
11.4 Right to Injunctive Relief
12. Miscellaneous Provisions
12.3 No Waiver
12.5 Complete Agreement
12.6 Other Jurisdictions
We make no representation that the Site, the Platform, the Services or any of the Materials contained therein, are appropriate or available for use in locations outside the United States, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Site, the Platform and Services from such locations do on their own initiative and are solely responsible for determining compliance with all applicable local laws.