TERMS OF SERVICE
Welcome! Please read these Terms of Service (the “Agreement”) carefully, as they contain the legal terms and conditions that govern your use and access to Smartcontract.com (“the Site”) . This Agreement governs your use of the Site and constitutes a legally-binding agreement between you and Secure Asset Exchange, Inc. (“SAE”, “we,” “us,” or “our”). If you have any questions about this Agreement, please contact us at [email protected]
AGREEMENT WITH US
RISKS IN USING SMART CONTRACTS
Smart Contracts is a web application that allows you to create digital “smart” contracts using blockchain technology and cryptocurrencies (the “Site”). IF YOU ARE NOT FAMILIAR WITH THE USE OF CRYPTOCURRENCIES OR OTHER DIGITAL CURRENCIES DO NOT USE THIS SITE.
By using this Site or any information provided by us for the Site, you affirm that you will assume all financial risks and other hazards. YOU FURTHER AGREE THAT YOU WILL NOT HOLD US RESPONSIBLE FOR LOSSES INCURRED AS A RESULT OF YOUR USE OF THE SITE OR THE CREATION OF A SMART CONTRACT.
USE OF THE SITE DOES NOT CREATE A FIDUCIARY RELATIONSHIP
We are not a registered investment advisor nor a broker-dealer and do not serve as a consultant or personalized advisor. To the extent you enter into any agreement using the Site, we assume no fiduciary obligations to you, and you specifically disclaim and waive the formation of a fiduciary relationship with us. We encourage you to get personal advice from a professional investment advisor and/or lawyer and make independent investigations before deciding to create, or enter into, any smart contract.
YOUR REGISTRATION OBLIGATIONS
To access many features and functionality on the Site, you will have to create a user account. In order to create an account, you must be at least eighteen years of age. By creating a user account, you represent and warrant that: (i) the information that you provide to us is accurate and complete; (ii) you will keep your password secure; and (iii) you will notify us of any suspected breach of security or unauthorized use of your account.
You are solely responsible for all activities that occur under your account and are obligated to take full responsibility for your own, and third party, use of your account.
In order to create an account, you must provide a verifiable e-mail address and a password. Upon verifying your e-mail address you will be prompted to create a username and provide us with your name. WE DO NOT STORE YOUR E-MAIL, NAME, USERNAME OR PASSWORD AND THUS CANNOT RETRIEVE IT FOR YOU AT ANY TIME. WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO PRESERVE YOUR PASSWORD, AS SET FORTH FURTHER BELOW.
You are responsible for maintaining the confidentiality of your username, password and account and are fully responsible for all activities that occur under your account. You agree to: (i) immediately notify us of any unauthorized use of your account or any other breach of security; (ii) ensure that you exit from your account at the end of each session; and (iii) maintain a record of your password.
You also cannot transfer your account or any rights to your username.
CANCELLATION OF ACCOUNT
We may terminate your account or otherwise prevent you from using the Site at our discretion, with or without cause, at any time and without notice, and without any liability to you for doing so.
If we terminate your account, you must immediately stop using the Site and you agree not to attempt to regain access to the Site without our express permission. Such termination will result in the suspension or deletion of your account and restrict access to your account. We reserve the right to block access to the Site to anyone for any reason at any time. In the event of termination of your account, the provisions of this Agreement shall remain in effect.
The design and layout of the Site are our intellectual property and are protected by copyright, trademark, or other laws. You acknowledge and agree that nothing in this Agreement provides you any rights or ownership in our copyrights, trademarks or trade secrets (“IP Rights”). The IP Rights are our exclusive property, and this Agreement does not transfer any IP Rights to you or vest any IP Rights in you.
Subject to the terms and conditions of this Agreement, we grant you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Site during the period for which we provide you access. Without limiting the foregoing, you agree not to (and not to allow any third party to):
Sublicense, distribute, or use the Site outside of the scope of the license granted in this Agreement;
Copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Site or otherwise attempt to discover any source code or trade secrets related to the Site;
Rent, lease, sell, assign, or otherwise transfer rights in or to the Site;
Use, post, transmit, or introduce any device, software, or routine which interferes or attempts to interfere with the operation of the Site;
Use the trademarks, trade names, service marks, logos, domain names, and other distinctive brand features or exploit any copyright or other proprietary rights associated with the Site for any purpose without our express written consent;
Register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names, and other distinctive brand features, copyright or other proprietary rights associated with us or the Site; and
Remove, obscure, or alter any notice of copyright, trademark, or other proprietary rights appearing in or on any item included with the Site.
AS A CONDITION OF YOUR USE OF THE SITE, YOU FURTHER AGREE TO COMPLY WITH ALL UNITED STATES AND FOREIGN LAWS. WE MAKE NO REPRESENTATION THAT INFORMATION ON THIS WEBSITE OR THE SITE OFFERED IS APPROPRIATE OR AVAILABLE FOR USE IN YOUR RELEVANT JURISDICTION. USERS WHO CHOOSE TO ACCESS THIS WEBSITE OR USE THE SITE DO SO ON THEIR OWN INITIATIVE AND AT THEIR OWN RISK AND ARE FULLY RESPONSIBLE FOR COMPLIANCE WITH THE USER’S APPLICABLE LOCAL LAWS, INCLUDING, BUT NOT LIMITED TO, SECURITIES LAWS. YOU AGREE THAT WE WILL NOT BE HELD LIABLE FOR ANY UNLAWFUL ACTIVITY THAT YOU MAY PERFORM THROUGH THE SITE. YOU SHOULD CONSULT WITH A LAWYER PRIOR TO CREATING ANY SMART CONTRACT.
The Site is provided only for your own personal use. You are responsible for all of your activity in connection with the Site. Additionally, as a condition of your use of the Site, you agree:
Not to introduce any malicious software, viruses, worms, Trojan horses, or other harmful code onto the Site that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of SAE or any third party;
Not to impersonate any person or entity, including any employee or representative of SAE;
Not to circumvent any security-related features of the Site, including those designed to limit copying or reproduction;
Not to take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large burden or load on us or our third-party providers’ infrastructure;
Not to interfere or attempt to interfere with the proper working of the Site or any activities conducted using the Site;
Not to bypass any measures we may use to prevent or restrict access to the Site (or other accounts, computer systems, or networks connected to the Site);
Not to use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the website;
Not to directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Site; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; and
Not to violate any applicable local, state, national, and international laws or regulations, including, but not limited to, relevant securities laws.
By creating a Smart Contracts account, you further confirm that you will not use the Site to:
Operate an unlicensed money transmitter, money services, payment services provider, e-money, or any other financial services business, which requires licensure, including, but not limited to, exchanges of virtual currencies, sales of money orders or traveler's checks, and escrow services;
Sell counterfeit products or any product or service that infringes upon the copyright, trademark, or trade secrets of any third party;
Sell or exchange stolen goods, firearms, narcotics, controlled substances, prescription and pharmaceutical services, drug paraphernalia, or any substances designed to mimic illegal drugs;
Enter into gambling transactions, or perform sports forecasting or odds making;
Facilitate prostitution or illegal escort services;
Perpetrate violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same;
Fund any of the items referenced in this section;
Extort, blackmail, or induce unearned payments from others; and
Engage in any deceptive marketing practice.
THIRD PARTY SOFTWARE
You acknowledge that the Site relies on third party software licensed under various open source licenses (the “Third Party Software”). [These open source licenses are available at their respective sites.THIRD PARTY SOFTWARE IS INCLUDED FOR USE AT YOUR OPTION. YOUR USE OF ANY SUCH SOFTWARE SHALL BE GOVERNED BY THE SOFTWARE’S LICENSING AGREEMENT. Nothing in this Agreement limits your rights under, or grants you rights with respect to, the terms of the Third Party Software’s licensing agreement. We bear no responsibility for your use of the Third Party Software and we shall have no liability for your use of such software.
YOU UNDERSTAND AND AGREE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE OR ANY OTHER SOFTWARE REFERENCED IN THIS AGREEMENT, ALL OF WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, SECURITY, COMPATIBILITY, RELIABILITY, OR OTHERWISE, WITH RESPECT TO ALL SUCH SOFTWARE.
OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (THE “SAE PARTIES”) DO NOT WARRANT THAT THE SITE WILL BE ERROR-FREE OR THAT DEFECTS WITH THE SITE WILL BE CORRECTED. MOREOVER, YOU EXPRESSLY AGREE THAT USE OF THE SITE IS RISKY AND THAT ALL RISKS RELATED TO YOUR USE OF THE SITE AND ANY THIRD PARTY SOFTWARE ARE ASSUMED SOLELY BY YOU.
SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE SAE PARTIES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIABILITY OF THE SAE PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless the SAE Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Site; (ii) your violation of any term of this Agreement; (iii) your violation of any law, rule or regulation, or the rights of any third party.
TIME LIMITATION OF CLAIMS
You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice.
We may provide you with notices, including those regarding changes to the Agreement. Such notices may not be received if you violate this Agreement by accessing the Site in an unauthorized manner. You acknowledge that under this Agreement by using the Site you are deemed to have received any and all notices that would have been delivered had you accessed the Site in an authorized manner.
OUR RIGHT TO VARY THESE TERMS OF SERVICES
We reserve the right to revise and amend this Agreement from time to time in its sole discretion. Any changes to this Agreement will be posted on the Site. If you are a registered user of the Site, we will attempt to notify you of material modifications to this Agreement when you log onto the Site. However, you should periodically check the Site for changes to this Agreement. If you do not agree to any modifications to this Agreement, your sole remedy is not to use the Site.
This Agreement sets forth the entire understanding and agreement between you and SAE as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and SAE. Except as provided for above, any modification to this Agreement must be in writing and must be signed by both parties.
This Agreement shall be governed by the law of the State of Delaware, without giving any effect to any conflict of law principles. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens
in any such action.
We shall not be liable for any delays, failure in performance or interruption of the Site which results directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labor dispute, 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 and shall not affect the validity and enforceability of any remaining provisions.
ARBITRATION; WAIVER OF CLASS ACTION
ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE FINALLY SETTLED ON AN INDIVIDUAL BASIS IN ACCORDANCE WITH THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND SAE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. THE ARBITRATION SHALL TAKE PLACE IN DELAWARE, IN THE ENGLISH LANGUAGE AND WITH LIMITED DISCOVERY. THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. AT YOUR REQUEST, HEARINGS MAY BE CONDUCTED IN PERSON OR BY TELEPHONE AND THE ARBITRATOR MAY PROVIDE FOR SUBMITTING AND DETERMINING MOTIONS ON BRIEFS, WITHOUT ORAL HEARINGS. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT SHALL BE ENTITLED TO COSTS AND ATTORNEYS' FEES. ADDITIONALLY, YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Our failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
SEVERABILITY OF TERMS
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
If you have any questions, comments, or concerns regarding this Agreement, please email us at [email protected]