Acceptance of the Terms and Conditions.
- Binding Agreement; Description. This Terms of Service (this “Agreement”) is a binding contract between you, an individual user (“User” or “you”), and Bitstocx Asset Management, Inc. (“Bitstocx,” “we,” “us,” or “our”) governing your use of www.bitstocx.com and any other websites and/or online services or properties owned and operated by Bitstocx (collectively, the “Service”). BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU MAY NOT USE THE SERVICE. If you are accessing the Service on behalf of a business or corporate entity (“Organization”), then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In that event, “User,” “you” and “your” in this Agreement will refer to the Organization.
Material Terms and Notices. As provided in greater detail in this Agreement (and without limiting the express language of this Agreement), you acknowledge the following:
- the Service is licensed to you, not sold to you, and you may use the Service only as set forth in this Agreement;
- the use of the Service may be subject to separate third party terms of service and fees, which are your sole responsibility;
- to the fullest extent permitted by law, the Service is provided “as is” without warranties of any kind and Bitstocx’s liability to you is limited; and
- we will resolve disputes arising under this Agreement through binding arbitration. By accepting this Agreement, as provided in greater detail in Section 8 of this Agreement, you and Bitstocx are each waiving the right to a trial by jury or to participate in a class action.
- Changes to this Agreement. You understand and agree that Bitstocx may change this Agreement at any time without prior notice; provided that Bitstocx will endeavor to provide you with prior notice of any material changes. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the Service. The revised Agreement will become effective at the time of posting. Any use of the Service after such date will constitute your acceptance of such revised Agreement. If any change to this Agreement is not acceptable to you, then your sole remedy is to stop accessing, browsing, and otherwise using the Service. The terms of this Agreement will govern any updates Bitstocx provides to you that replace and/or supplement any portion of the Service, unless the upgrade is accompanied by a separate license or revised Agreement, in which case the terms of that license or revised Agreement will govern. Notwithstanding the preceding sentences of this Section 1.c, no revisions to this Agreement will apply to any dispute between you and Bitstocx that arose prior to the effective date of such revision.
- Consideration. You understand and agree that this Agreement is entered into in consideration of your use of the Service and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
- Eligibility. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 18 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY BITSTOCX. IF YOU ARE UNDER 18 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By accessing or using the Service, you affirm that you are at least 18 years of age.
- Description. The Service is intended to provide information regarding products and services offered by Bitstocx to sophisticated potential investors, and allows Users to submit an indication of interest in the Fund.
- Disclosures. Bitstocx reserves the right to reject any application for membership and Investor Information Request at any time for any reason or for no reason at all and without notice to you. TO THE FULLEST EXTENT PERMITTED BY LAW, BITSTOCX DISCLAIMS LIABILITY FOR ANY USER’S RELIANCE ON THE SERVICE TO INFORM AN INVESTMENT DECISION WITH RESPECT TO THE FUND.
Intellectual Property Rights.
- License. The Service is licensed, not sold, to you for use only under the terms of this Agreement. Subject to your complete and ongoing compliance with this Agreement, Bitstocx hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service solely for your personal use as permitted by this Agreement, including the right to use the functionality of the Service to access the Investor Portal and execute required documents (including the Subscription Agreement).
- Content. The content that Users may access on or through the Service, including, without limitation, any text, graphics, photos, software, and interactive features, may be protected by copyright or other intellectual property rights and owned by Bitstocx or Bitstocx‘s third party licensors (“Bitstocx Content”). You may not copy, reproduce, upload, republish, transmit, create derivative works of, publicly perform, or distribute any materials from the Service in any way without prior express written permission of the copyright owner of such material or as otherwise specified in this Agreement or permitted by the Service’s intended functionalities. You may not modify or use any materials obtained from or available through the Service unless you have obtained the applicable copyright owner’s prior express written authorization. Bitstocx owns all design rights, databases, and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and related goodwill.
- Marks. The trademarks, design marks, service marks, and logos (“Bitstocx Trademarks”) used and displayed on the Service are Bitstocx’s registered and unregistered trademarks or service marks. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Bitstocx Trademarks, the “Trademarks”). Nothing on the Service or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without Bitstocx’s prior express written consent for each individual use. You may not use the Trademarks to disparage Bitstocx or the applicable third party (including Bitstocx’s or the third party’s products or services) or in any manner, using commercially reasonable judgment, that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without Bitstocx’s prior express written consent. All goodwill generated from the use of any BitstocxTrademark will insure solely to Bitstocx’s benefit.
- Restrictions. Bitstocx reserves all rights not expressly granted to you. You may not sell, transfer, assign, license, sublicense, or modify Bitstocx Content, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use Bitstocx Content in any way for any public or commercial purpose without Bitstocx’s prior written consent. The use or posting of any of Bitstocx Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, then your right to access and/or use Bitstocx Content and Service will automatically terminate and you must immediately destroy any copies you have made of Bitstocx Content.
Restrictions on Use of the Service.
In using the Service, you agree not to:
- take any action that imposes an unreasonable load on the Service’s infrastructure;
- use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted on the Service;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up the Service;
- delete or alter any material Bitstocx or any other person or entity Posts on the Service;
- frame or link to any of the materials or information available on the Service, or download Bitstocx Content;
- alter, deface, mutilate, circumvent, or otherwise bypass any approved software through which the Service is made available;
- use any Trademarks, photographs, or other content belonging to Bitstocx or obtained from the Service without our express written consent;
- access, tamper with, or use non-public areas of the Service, Bitstocx’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Bitstocx’s providers;
- provide any false personal information to Bitstocx;
- create a false identity or impersonate another person or entity in any way;
- create a new Account with Bitstocx, without Bitstocx’s express written consent, if Bitstocx has previously disabled an Account of yours;
- restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of that person, or collect information about Users of the Service;
- gain unauthorized access to the Service, to other Users’ Accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
- make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;
- interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies, or procedures of those networks or servers;
- violate any applicable federal, state, or local laws or regulations (including the laws of the jurisdiction in which you are located) or the terms of this Agreement;
- assist or permit any persons in engaging in any of the activities described above; or
- share the Subscription Agreement or any documentation provided to you regarding the Fund with any third party absent Bitstocx’s express prior written consent.
- In using the Service, you agree not to:
- The Service may contain links to or integration of third party websites or services (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on or the operators of such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Bitstocx is not responsible for the content of any linked External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk. You agree that Bitstocx will have no liability to you arising from your use, engagement, exposure to, or interaction with any External Sites.
While we are continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the User community. If you choose to contribute by sending Bitstocx or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Bitstocx, you agree that:
- Bitstocx has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
- Feedback is provided on a non-confidential basis, and Bitstocx is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
- You irrevocably grant Bitstocx perpetual and unlimited permission to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from External Sites, and otherwise exploit and use the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
- While we are continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the User community. If you choose to contribute by sending Bitstocx or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Bitstocx, you agree that:
- Generally. In the interest of resolving disputes between you and Bitstocx in the most expedient and cost effective manner, you and Bitstocx agree that any dispute arising out of or related to this Agreement or your use of the Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND BITSTOCX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
- Exceptions. Notwithstanding Section 8.a above, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
- No Class Actions. YOU AND BITSTOCX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Bitstocx agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision. Except as otherwise provided in this Agreement, if Bitstocx makes any future change to this arbitration provision, other than a change to Bitstocx’s address for Notice, then you may reject the change by sending us written notice within 30 days of the change to Bitstocx’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Bitstocx.
- Enforceability. If Section 8.f above is found to be unenforceable or if the entirety of this Section 8 is found to be unenforceable, then the entirety of this Section 8 will be null and void.
Limitation of Liability and Disclaimer of Warranties.
The provisions int this section 9 apply to the fullest extent permitted by law :
- BITSTOCX, THE FUND AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, “BITSTOCX PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY THEREOF. BITSTOCX PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO ANY USER, OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. TO THE FULLEST EXTENT PERMITTED BY LAW, AS A USER, YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT AT YOUR OWN RISK.
- BITSTOCX PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO BITSTOCX PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
- THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN “AS IS » AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, BITSTOCX PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.
- IN NO EVENT WILL ANY BITSTOCX PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH BITSTOCX PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BITSTOCX’S LIABILITY, AND THE LIABILITY OF ANY OTHER BITSTOCX PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.
- Third Party Disputes. BITSTOCX IS NOT AFFILIATED WITH ANY SERVICE PROVIDER, OR OTHER THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY SERVICE PROVIDER, THIRD PARTY SERVICE, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE BITSTOCX PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
- The provisions int this section 9 apply to the fullest extent permitted by law :
- To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Bitstocx Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of Bitstocx Content or the Service. Bitstocx will provide notice to you of any such claim, suit, or proceeding. Bitstocx reserves the right to, at your expense, assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Bitstocx’s defense of such matter. You shall at all times have the option to participate in any matter or litigation other than those governed by Section 8 of this Agreement, including, but not limited to, participation through counsel of your own selection, if desired, at your own expense.
Termination of this Agreement.
- Bitstocx reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Service at any time and for any reason without prior notice or liability. Bitstocx also reserves the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability.
- Sections 1, 3.b, 3.c, 4.b, 4.c, 4.d, 5 through 12 survive the termination of this Agreement indefinitely.
Consent to Electronic Communications.
- You agree that no joint venture, partnership, employment, or agency relationship exists between you and Bitstocx as a result of this Agreement or use of the Service. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of Bitstocx to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Bitstocx unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Bitstocx and you, this Agreement constitutes the entire agreement between you and Bitstocx with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. Bitstocx may assign this Agreement, including all its rights hereunder, without restriction. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without the prior express written consent of Bitstocx.
- If you would like to contact us in connection with your use of the Service, then please contact us by email at firstname.lastname@example.org.