Terms of Service
Last Updated: 8/24/2023
Welcome to EquityBrix. These Terms of Service (“Terms”) are between you (also referred to herein as “User,” “Investor,” “Issuer,” “Sponsor,” or “Customer”) and EquityBrix, Inc., a Delaware corporation (together with its subsidiaries and affiliated companies, “we,” “us,” “our,” or “EquityBrix”). These Terms govern your access to and use of the EquityBrix.com website (the “Website”) and our related websites, applications, and services (collectively, the “Services”).
EquityBrix provides Users, such as investors, Offering Sponsors, and other parties (such as issuers or agents or service providers) involved in a Digital Asset Investment Offering with digital services, based on a Distributed Ledger Network, which are made available to the parties.
These Terms are in addition to any agreements between you and EquityBrix unless otherwise specified. By accessing the Services, signing up to use an EquityBrix account or service, or by clicking “I Accept,” you agree that you have read, understand, and accept all of the terms and conditions contained in these Terms, including our Privacy Policy, Investment Risk Disclosure, and E-Sign Disclosure and Consent. You may have to agree to additional terms and conditions to use certain other services.
We may amend or modify these Terms at any time by posting the revised Terms on our website and/or providing a copy to you (the “Updated Terms”). The Updated Terms shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of an Updated Terms constitutes your acceptance of such Updated Terms. If you do not agree with any such amendments or modification, your sole and exclusive remedy is to terminate your use of the Services and close your account.
DEFINITIONS
Digital Assets: means a digital representation of value which is digitally issued, traded and/or transferred via a Distributed Ledger Network.
Digital Asset Offering: means the issuance of digital assets (or tokens) by an issuer, where investors and/or contributors can subscribe to, contribute to, or acquire digital assets (or tokens) issued by an issuer.
Distributed Ledger Network: means a blockchain-based distributed computing platform and operating system featuring smart contract functionality.
GDPR: means the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Personal Data: has the meaning ascribed to such term under Article 4(1) of GDPR.
Smart Contract: refers to the programmable code based on Blockchain technology.
Users: means any individual, company or organization directly or indirectly using or intending to use EquityBrix’s services.
EquityBrix Website Terms of Use
When using and accessing the EquityBrix website (“Website”), you agree to the following terms of use as they may be changed, supplemented or updated from time to time (collectively “terms”), as well as any and all applicable laws and regulations. Read the following terms and conditions carefully. If you do not agree to all of these terms, do not use this Website or any information, links or content contained on this Website. Your access to and use of this Website constitutes your acceptance of and agreement to abide by each of the terms set forth below including our Privacy Policy which is hereby incorporated in these terms by reference. If you are using our Website on behalf of your organization, that organization accepts these terms.
These terms may be changed, supplemented or updated by EquityBrix (“we”, “us” or “our”) in its sole discretion at any time without advance notice. We recommend visiting the Terms of Use from time to time. Your continued use of this Website will confirm your acceptance of these terms as modified, changed, supplemented or updated by us. If you do not agree to such revised terms you must stop using this Website and all information, links or content contained on this Website.
Third Party Content
We may display third-party content, advertisements, links, promotions, logos and other materials on our Website (collectively, the “Third-Party Content”) for your convenience only. We make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, the accuracy, validity, legality, copyright compliance, or decency of such content. Your use of or interactions with any Third-Party Content, and any third party that provides Third-Party Content, are solely between you and such third parties and we are not responsible or liable in any manner for such use or interactions. We are not responsible for any of the content on third party sites linked to our Website nor can it be assumed that we have reviewed or approved of such sites or their content, nor do we warrant that the links to these sites work or are up to date
User Content
If you post, upload, input, provide or submit your personal data to us, including without limitation, your name, email address, IP address, cryptocurrency address, text, code or other information and materials or create an account on our Website (collectively, your “User Content”), you must ensure that the User Content provided by you at that or at any other time is true, accurate, up to date and complete.
You are responsible for maintaining the confidentiality of your User Content and any of your non-public information. Furthermore, you are entirely responsible for any and all activities that occur under your account (if any). You agree to notify us immediately of any unauthorized use of your User Content, account or any other breach of security. We will not be liable for any loss or damages that you may incur as a result of someone else using your User Content or account, either with or without your knowledge. However, you could be held liable for losses incurred by the EquityBrix Parties (as defined below) or another party due to someone else using your User Content or account. You may not use anyone else’s User Content or account at any time without the permission of such person or entity.
Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content. Furthermore, if we have reason to believe that there is likely to be a breach of security, breach, or misuse of our Website or if you breach any of your obligations under these terms or our Privacy Policy, we may suspend your use of this Website at any time and for any reason.
Software
When we host or link to any software and enable you to access and use such software through our websites including this Website, then these terms of use will apply to such access and use, as well as any license agreements that we may enter into with you. Any software that is hosted or used on our websites is the exclusive property of EquityBrix or its affiliates.
Intellectual Property
EquityBrix retains all right, title and interest in and to this Website and its products and services, including all copyrights, patents, trade secrets, trademarks, other intellectual property rights, trade names, logos, slogans, custom graphics, button icons, scripts, videos, text, images, software, code, and other material available on our Website and nothing on this Website may be copied, imitated or used, in whole or in part, without our or the applicable licensor’s prior written permission. EquityBrix reserves all rights not expressly granted.
Any unauthorized reproduction is prohibited.
You must not otherwise reproduce, adapt, store, transmit, distribute, print, display, commercialize, publish or create derivative works from any part of the content, format or design of this Website.
EquityBrix does have the right to use information and material posted to the site and affiliated sites by you, the user. EquityBrix will cite the source of information when necessary and use best practices in protecting any user’s intellectual property rights.
User Data
The User’s Data is stored by default on EquityBrix server or its hosting subcontractor’s server, enabling the remote processing and safeguarding of Data. The journals, logs, and records of EquityBrix, or its hosting subcontractor may be used as evidence in disputed cases, which the User acknowledges.
The User will remain the owner of his/her/its Data. When creating a Token for an investor/investment, EquityBrix will set up two similar management keys for the relevant identity: one key which is associated to the wallet of the User and the other key which is held by EquityBrix in order to perform administration services on behalf of the User. The User may revoke the management key of EquityBrix, however, the User accepts and understands that in such case EquityBrix will no longer be able to perform administration services for the User.
Security
EquityBrix implements security measures that comply with high standards in force, under an obligation of means, against unauthorized access or damage to Data. EquityBrix will use reasonable commercial efforts in security practices to ensure the safety of its data and code. While EquityBrix will make its reasonable efforts to use the best security practices, there may be instances where third parties (e.g. hackers) can commit data breaches and other security breaches. Said security breaches will not be the responsibility of EquityBrix, and EquityBrix shall not be liable for any security breach. However, EquityBrix will use its reasonable efforts to secure and fix any such breach as soon as possible.
Acceptable Use Policy
You must only use the content or services provided through this Website for their stated purpose. You must not use this Website to:
(a) publish, post, send, upload, submit, display or disseminate any information or material and/or otherwise make available or engage in any conduct that is unlawful, discriminatory, harassing, libelous, defamatory, abusive, threatening, harmful, offensive, obscene, tortious or otherwise objectionable;
(b) display, upload or transmit material that encourages conduct that may constitute a criminal offence, result in civil liability or otherwise violate or breach any applicable laws, regulations or code of practice;
(c) interfere or violate the legal rights (such as rights of privacy and publicity) of others or violate others use or enjoyment of this Website;
(d) violate any applicable laws or regulations;
(e) use this Website or links on this Website in any manner that could interfere with, disrupt, negatively affect or inhibit other users from using this Website or links on this Website or that could damage, disable, overburden or impair the functioning of this Website or our servers or any networks connected to any of our servers in any manner;
(f) create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent yourself to be another person or a representative of another entity including, but not limited to, an authorized user of this Website or a EquityBrix representative, or fraudulently or otherwise misrepresent that you have an affiliation with a person, entity or group;
(g) mislead or deceive us, our representatives and any third parties who may rely on the information provided by you, by providing inaccurate or false information, which includes omissions of information;
(h) disguise the origin of any material transmitted through the services provided by this Website;
(i) violate, infringe or misappropriate any intellectual or industrial property right of any person (such as copyright, trademarks, patents, or trade secrets, or other proprietary rights of any party) or commit a tort;
(j) upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property;
(k) send, upload, display or disseminate or otherwise make available material containing or associated with spam, junk mail, advertising for pyramid schemes, chain letters, virus warnings (without first confirming the authenticity of the warning), or any other form of unauthorized advertising or promotional material;
(l) access any content, area or functionality of this Website that you are prohibited or restricted from accessing or attempt to bypass or circumvent measures employed to prevent or limit your access to any content, area or functionality of this Website;
(m) obtain unauthorized access to or interfere with the performance of the servers which host this Website or provide the services on this Website or any servers on any associated networks or otherwise fail to comply with any policies or procedures relating to the use of those servers;
(n) attempt to gain unauthorized access to any services or products, other accounts, computer systems, or networks connected to any of our servers through hacking, password mining, or any other means;
(o) obtain or attempt to obtain any materials or information through any means not intentionally made available through this Website or its services;
(p) harvest or otherwise collect, whether aggregated or otherwise, data about others including e-mail addresses and/or distribute or sell such data in any manner;
(q) use any part of this Website other than for its intended purpose; or
(r) use this Website to engage in or promote any activity that violates these terms.
It is prohibited and forbidden for the User to provide any Data to EquityBrix or any third-party which may be contrary to any laws, regulations or public policy, including any racist, xenophobic, bigoted, proselyte, defamatory, libelous, obscene, pornographic or violent content, or that may damage the protection of privacy, the image of people or the rights of third parties (including by storing files obtained in violation of the rights of the authors). As such, the User agrees to indemnify EquityBrix against any claims, lawsuits, judicial or administrative recourse against EquityBrix because of Data, including any damages, compensation, litigation and/or consulting costs.
The User is solely responsible for any Data loaded, processed or treated, and for any instructions that activate procedures and results. It undertakes not to use any services contrary to any regulations applicable to its business or assist in such use.
When storing Data which contravenes with the provisions set out herein or with the services provided by EquityBrix, EquityBrix reserves the right to (i) remove the disputed Data in an emergency or threat, (ii) suspend access to the immediately and without notice, and (iii) immediately terminate the Agreement. Such removal, suspension or termination shall not give rise to any compensation whatsoever, without prejudice to any damages EquityBrix may claim from the User as a result of its actions.
Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless us and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the “EquityBrix Parties”) from and against all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your access to or use of our Website, products or services; (ii) your User Content; (iii) any Feedback you provide; or (iv) your violation of these Terms.
We reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification pursuant to these terms. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and EquityBrix.
Disclaimer
THIS WEBSITE AND ALL INFORMATION, PRODUCTS AND SERVICES PROVIDED THROUGH THIS WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES WHATSOEVER OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES REGARDING THE ACCURACY, CURRENCY, COMPLETENESS, ADEQUACY, AVAILABILITY, SUITABILITY OR OPERATION OF THIS WEBSITE, ANY PRODUCTS OR SERVICES WE MAY PROVIDE THROUGH IT OR THE INFORMATION OR MATERIAL IT CONTAINS.
EACH OF THE EQUITYBRIX PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE FOREGOING, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTY WITH RESPECT TO THE CONTENT, INFORMATION, DATA, SERVICES, AVAILABILITY, UNINTERRUPTED ACCESS, OR SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THIS WEBSITE; (B) ANY WARRANTIES THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIR– USES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS; (C) ANY WARRANTIES THAT THIS WEBSITE, ITS CONTENT AND ANY SERVICES OR PRODUCTS PROVIDED THROUGH IT ARE ERROR-FREE OR THAT DEFECTS IN THIS WEBSITE, ITS CONTENT OR SUCH SERVICES OR PRODUCTS WILL BE CORRECTED; (D) ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (E) ANY WARRANTIES THAT THIS WEBSITE WILL BE COMPATIBLE WITH YOUR COMPUTER OR OTHER ELECTRONIC EQUIPMENT; AND
(F) ANY WARRANTIES OF NON-INFRINGEMENT. THE MATERIALS AND RELATED GRAPHICS PUBLISHED ON THIS WEBSITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION CONTAINED ON THIS WEBSITE. THE EQUITYBRIX PARTIES MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE WEBSITE, ITS PRODUCTS, SERVICES AND/OR THE MATERIALS DESCRIBED ON THIS WEBSITE AT ANY TIME.
In addition, to the maximum extent permitted by law, none of the EquityBrix Parties shall be responsible or liable for:
(a) any loss, liability, cost, expense or damage suffered or incurred arising out of or in connection with any access to or use of this Website or any of its content;
(b) any reliance on, or decision made on the basis of, information or material shown on or omitted from this Website;
(c) any representation or otherwise in respect of the existence or availability of any job, vacancy, assignment or other engagement or appointment advertised on this Website (if any) and any representation or otherwise that we have or will ask for a candidate’s information, will or have asked to interview or hire a candidate, or that any candidates will meet our needs;
(d) any matter affecting this Website or any of its content caused by circumstances beyond our reasonable control;
(e) the performance of this Website and any fault, delays, interruptions or lack of availability of this Website and any of the services or products provided through this Website, which may occur due to increased usage of this Website, intermittent failures of this Website or the need for repairs, maintenance or the introduction of new facilities, products or services; and
(f) any information or material on any website operated by a third party which may be accessed from this Website.
IN NO EVENT WILL THE EQUITYBRIX PARTIES BE RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, LIABILITIES, LOSSES, COSTS OR EXPENSES OF ANY KIND, WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, COMPENSATORY, INCIDENTAL, ACTUAL, EXEMPLARY, PUNITIVE OR SPECIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS, DATA, — USE, GOODWILL OR OTHER INTANGIBLE LOSSES) REGARDLESS OF WHETHER THE EQUITYBRIX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LIABILITIES, LOSSES, COSTS OR EXPENSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE — USE OR PERFORMANCE OF THIS WEBSITE; (B) ANY PROVISION OF OR FAILURE TO PROVIDE THIS WEBSITE OR ITS SERVICES (INCLUDING WITHOUT LIMITATION ANY LINKS ON OUR WEBSITE); (C) ANY INFORMATION AVAILABLE FROM THIS WEBSITE;
(D) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (E) UNAUTHORIZED ACCESS, — USE OR ALTERATION OF THE TRANSMISSION OF DATA OR CONTENT TO OR FROM US; OR (F) THE FAILURE TO RECEIVE IN ANY WAY THE TRANSMISSION OF ANY DATA, CONTENT, FUNDS OR PROPERTY FROM YOU. IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE EQUITYBRIX PARTIES ARISING UNDER THESE TERMS EXCEED $100.00 USD.
EquityBrix does not offer investment advice or analysis, nor do we endorse or recommend investments in any company or the suitability of an investment for any particular investor. Before making any investment or analysis you should consult a professional investment advisor, your personal accountant and/or your personal attorney. EquityBrix is not registered as a broker-dealer or financial or investment advisor and does not provide any services requiring such registration. The information on our website regarding any company is based on publicly available information or directly from the subject company. EquityBrix can make no representation or warrant as to the adequacy, accuracy or completeness of such information. Our articles, videos, social media posts and blog posts have been prepared solely for informative purposes and are not a solicitation of an offer to buy or an offer to sell any security.
EquityBrix does receive fees from companies (Sponsors) posting investment offerings on the EquityBrix website and the EquityBrix Marketplace. We serve as a technology service provider and as a listing agent for companies (Sponsors) providing investment offerings on the EquityBrix Marketplace.
EquityBrix may connect our clients with marketing companies and receive remuneration for connecting the client and marketing company, however EquityBrix is not responsible for the marketing or advertising material.
In some instances, EquityBrix may choose to compensate outside sources to help market our business and to receive introductions to possible clients.
Our articles, videos, social media posts, blog posts or the posting of information on our website regarding any company, should not be construed as an endorsement or recommendation of that company for any purpose whatsoever. Each investor should consider whether any investment opportunity is appropriate given their investment objectives and current financial circumstances. Any person considering any investment whatsoever is encouraged to consult with their own investment or financial advisor, accountant and/or attorney beforehand.
All investments entail risk. Some of the companies (Sponsors) on our site may be small or early-stage companies or projects and are subject to risks inherent in investing in any small or early stage company or real estate project, and other risks specific to their business and operations. Although tokenization of assets is designed to increase investor liquidity, it’s still possible that tokens of these companies, real estate properties, projects, or real estate investment funds may be illiquid, requiring that they be held for an undetermined period of time or have a limited market for resale. Therefore, no one should invest in any of these companies, real estate properties, projects, or real estate investment funds, unless they have no need for liquidity of their investment and can sustain a total loss of their investment. You should only invest an amount of money that you can afford to lose, and any investment decisions should be made with the advice of your financial advisor, accountant and/or attorney.
You should thoroughly review the complete offering materials for any investment opportunity, particularly all risk factors, prior to investing in any offering and become familiar with the investor requirements, investment limits and your ability to resell the investment.
By accessing our website, you agree to be bound by the Terms of Use and Privacy Policy.
Terms of Service Associated with Digital Asset Offerings
IMPORTANT NOTICES
By your acceptance of these Terms, you acknowledge receipt of these notices and disclosures:
1.Acknowledgement of Risk. As with any asset, the value of the Securities and Tokens can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in the Offerings. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether investing or holding any Offering is suitable for you. For the avoidance of doubt, EquityBrix does not provide investment, tax, or legal advice, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. EquityBrix may provide educational information about the Offerings, as well as Securities and Tokens not supported by EquityBrix, in order to assist users in learning more about such Securities and Tokens. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on our Website or any such third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such. EquityBrix does not recommend that any Offering should be bought, earned, sold, or held by you. EquityBrix will not be held responsible for the decisions you make to buy, sell, or hold any Offering based on the information provided by EquityBrix.
You acknowledge that the Securities and Tokens need to be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions under the Securities Act.
Securities sold through private placements are restricted and not publicly traded and are therefore illiquid. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission or other regulatory authority has approved, passed upon, or endorsed the merits of any Offering of EquityBrix.
The Securities and Tokens being offered are speculative in nature, involve a degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that any Offering’s business objectives will be achieved or that a secondary market will ever develop for the Interests, whether via EquityBrix, via third party registered broker-dealers or otherwise. Investing in private placement offerings requires high risk tolerance, low liquidity concerns, and long-term commitments. The Securities and Tokens are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation, may lose value, and there is no bank or other guarantee.
2. EquityBrix is not registered with the SEC or the Financial Industry Regulatory Authority, Inc. (“FINRA”) and does not offer securities services in the United States or to U.S. persons. Any investments made through the Services and any securities acquired and/or held by you as a result of such investment will be reflected on the books and records maintained by EquityBrix (“EquityBrix Records”) on behalf of the Issuer (“EquityBrix Issuer Records”). Any funds deposited or transmitted in connection with an investment transaction arising from use of the Services shall be transmitted through a registered broker-dealer or directly between the counterparties in such transaction and/or their respective agents and representatives.
Each transaction using the Services involving the purchase and sale of Securities or Tokens or other securities issued by an issuer is a securities transaction and must be conducted in compliance with U.S. securities laws and the rules and regulations promulgated thereunder. It is your obligation to understand the nature of the Services and use them appropriately.
ACCOUNT SETUP
1. Eligibility. To be eligible to use the Services, you must:
- Be at least 18 years old (or the age of legal majority where you live).
- If required by a specific Sponsor or EquityBrix offering, be an accredited investor or subject to an exemption under the Securities Act.
- Not have been suspended or removed from the Services.
- Verify your identity and pass certain anti-money laundering checks and other due diligence requirements.
- Register for an EquityBrix account.
2. Registration of EquityBrix Account. You must register for an EquityBrix account to become a registered user (a “Registered User”) and use the Services (an “EquityBrix Account” or “your account”). You will need to complete certain verification procedures before you are permitted to use the Services. By registering or using an EquityBrix Account you agree and represent that (a) you have created your EquityBrix Account and you will use your EquityBrix Account only for yourself, and not on behalf of any third party, unless you have obtained prior written approval from EquityBrix; (b) you have provided accurate, current, and complete information about yourself, and obtained all necessary consents from third parties prior to providing any personal information about such third parties, or otherwise established a valid legal basis for the provision of such personal information to us under applicable federal, state, and foreign law; (c) you will maintain and promptly update, from time to time as necessary, your account information; (d) you have maintained the security of your password and accepted all risks of unauthorized access to your account and the information you provided to us; (e) you will immediately notify us if you discover or otherwise suspect any security breaches related to the Services or your account; and (f) you accept that there are certain features which may or may not be available to you depending on your location and other criteria. Each customer may register only one EquityBrix account. You are fully responsible for all activity that occurs under your EquityBrix Account. We may, in our sole discretion, refuse to open an EquityBrix Account, suspend or terminate any EquityBrix Account, suspend or terminate the sending of Securities or Tokens from your account, or suspend or terminate the trading of Securities or Tokens in your account.
3. Consent to Access, Processing, and Storage of Your Personal Data & Identity Verification. Once you become a Registered User, but before you can use the Services, EquityBrix or its third-party vendors (“EquityBrix Vendors”) will run identity verification and compliance checks, including without limitation, any checks we deem reasonably necessary to assess legal compliance (including the risk of your involvement in money laundering, terrorist financing, fraud, or any other financial crime) pursuant to applicable laws and Issuer requirements for accreditation based on the information you provided during the user registration process (“Verification Checks”). You agree to provide us with the information we request for the purposes of Verification Checks and providing Services to you. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, social security number, taxpayer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with laws or regulations. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. The results of Verification Checks may be used by EquityBrix and its placement agents or other Issuers and their placement agents to determine your eligibility to use our Services and participate in an Offering. EquityBrix may, but is under no obligation to, re-confirm Verification Checks or independently review the results of any Verification Checks performed by third parties, and EquityBrix is not liable for any errors therein. You hereby consent and authorize EquityBrix to delegate the authorizations you provide to EquityBrix to Issuers and their placement agents, as well as EquityBrix Vendors, in each case, as EquityBrix deems necessary or desirable to provide the Services to you. You agree that the terms and conditions of the Agreement, including any of the other terms, conditions, warranty disclaimers, and liability disclaimers incorporated into this Agreement, inure to the benefit of such EquityBrix Vendors and they are third party beneficiaries of this Agreement. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. Further, you authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to EquityBrix or its service provider for as long as you have an EquityBrix Account, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for more information on how we process your personal data and the rights you have in respect of this.
3. Access. The Services can be accessed directly using the Website. Access to the Services may become degraded or unavailable during times of significant volatility or volume. This could result in significant support response time delays. Although we strive to provide you with excellent service, we do not represent that the Website or other Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. EquityBrix shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from EquityBrix investor relations or customer support. For example, if you are locked out of your account, it is possible that the value or price of the Securities or Tokens in your account might go down before your access is restored. EquityBrix shall not be liable for any alleged losses that you suffer from a drop in value or price of any Offering.
4. You must provide all equipment and software necessary to access the EquityBrix Account and Services. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the EquityBrix Account or Services.
WALLET AND CUSTODIAL SERVICES
1. Wallet. In general, a Wallet displays the Digital Assets that are held by the User. It is intended that the Tokens associated with the Service and in an EquityBrix Account can be held by the User, or EquityBrix, or a third-party custodian, depending upon the offering and/or service selected by the User. During your use of the Services, you may elect to set up a cryptocurrency wallet (“Wallet”) account with a cryptocurrency wallet provider (“Wallet Provider”). You may use the Wallet for the purpose of transacting in Tokens through the Service. Your use of the Wallet will be subject to the terms of use agreement between you and such Wallet Provider.
2. Safekeeping Services. When EquityBrix offers access to a safekeeping service, the private keys associated to the Wallet are kept by authorized third parties.
3. Safekeeping Service Fees. The provision of a safekeeping wallet, the safekeeping of certain Digital Assets and/or the carrying out of Digital Assets transactions pursuant to which such assets may be transferred to and from the relevant User’s Wallet may entail fees which will be charged accordingly to the User by EquityBrix. In such case, EquityBrix will issue an invoice to the User. A failure by the User to settle the invoice according to its terms might result in the Wallet of the User being blocked by EquityBrix until full payment of any outstanding amounts under such invoice. Upon blocking of the Wallet, the User will have a 15 calendar days period to settle the invoice, after which EquityBrix shall have the right to terminate the Agreement with immediate effect. Upon termination, the User will be required to provide to EquityBrix information as to where the Digital Assets should be transferred. In case the User fails to provide this information to EquityBrix, the Digital Assets will be kept in an internal wallet of EquityBrix or sold by EquityBrix to recover any outstanding debt owed by the User.
4. Supported Tokens. Your EquityBrix Account and Wallet are intended solely for proper use of supported Tokens as designated on our Website, Application and Service. Under no circumstances should you attempt to use your EquityBrix Account or Wallet to store, send, request, or receive any assets other than the approved Tokens. EquityBrix assumes no responsibility in connection with any attempt to use your EquityBrix Account and Wallet with Tokens that we do not support. You acknowledge and agree that EquityBrix is not liable for any unsupported Token that is sent to a Wallet associated with your EquityBrix Account. EquityBrix may in its sole discretion terminate support for any particular Token. If you do not sell or send such Token off platform before EquityBrix terminates its support for such Token, then EquityBrix may, in its sole discretion, remove such Token Offering from your EquityBrix Account or Wallet and credit your EquityBrix Account or Wallet the equivalent market value of a Token or fiat currency minus transaction costs.
5. Operation of Token Protocols. EquityBrix does not own or control the underlying software protocols which govern the operation of Tokens. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and do not guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Tokens in your Wallet or other wallet. EquityBrix does not control the timing and features of these operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by EquityBrix in determining whether to continue to use an EquityBrix Account for the affected Token. In the event of any such operational change, EquityBrix reserves the right to take such steps as may be necessary to protect the security and safety of assets held on the Website, including without limitation, temporarily suspending operations for the involved Token(s). EquityBrix will endeavor to provide you notice of its response to any material operating change; however, such changes are outside of EquityBrix’s control and may occur without notice to EquityBrix. EquityBrix’s response to any operating change is subject to its sole discretion and may include deciding not to support any new Token, fork, or other actions. You acknowledge and accept the risks of operating changes to Token protocols and agree that EquityBrix is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that EquityBrix has sole discretion to determine its response to any operating changes and that we have no responsibility to assist you with unsupported currencies or protocols. You further acknowledge and accept that EquityBrix has no responsibility to support new Token forks or operating changes for Tokens.
OWNERSHIP
1. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the EquityBrix logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “EquityBrix Content”) are the proprietary property of EquityBrix or our affiliates, licensors or users, as applicable.
2. Notwithstanding anything to the contrary in this Agreement, the Services and EquityBrix Content thereon may include software components provided by EquityBrix or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
3. The EquityBrix logo and any EquityBrix product or service names, logos or slogans (“EquityBrix Marks”) that may appear on the Website are trademarks of EquityBrix or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “EquityBrix” or any other name, trademark or product or service name of EquityBrix or our affiliates without our prior written permission. In addition, the look and feel of the Website, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of EquityBrix and may not be copied, imitated or used, in whole or in part, without our prior written permission. All trademarks or logos other than EquityBrix Marks mentioned on the Website are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by EquityBrix.
PROHIBITED CONDUCT
You acknowledge and agree that you are solely responsible for your own conduct while using the Services and for any consequences thereof, and that you will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. By way of example, and not as a limitation, you agree that you will not:
- Use or attempt to use another user’s account without authorization from that user and EquityBrix.
- Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.
- Sell, resell, or commercially use our Services.
- Use the Website, Services, EquityBrix Content, EquityBrix Marks, or other materials owned by EquityBrix or Issuers to identify potential investment opportunities from Issuers and attempt to circumvent EquityBrix and invest directly with such Issuers on your behalf or on behalf of anyone else.
- Use the Services to advertise or solicit other users for any purposes, commercial or otherwise.
- Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors.
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services.
- Use our Services other than for their intended purposes and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner.
- Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services.
- Develop or use any applications that interact with our Services without our prior written consent.
- Sell or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any content or materials contained in the Services.
- Interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law.
- Interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any offer or advertisement to another user; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services.
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
LIMITATIONS OF USE
It is prohibited and forbidden for the User to provide any Data to EquityBrix or any third-party which may be contrary to any laws, regulations or public policy, including any racist, xenophobic, bigoted, proselyte, defamatory, libelous, obscene, pornographic or violent content, or that may damage the protection of privacy, the image of people or the rights of third parties (including by storing files obtained in violation of the rights of the authors). As such, the User agrees to indemnify EquityBrix against any claims, lawsuits, judicial or administrative recourse against EquityBrix because of Data, including any damages, compensation, litigation and/or consulting costs.
The User is solely responsible for any Data loaded, processed, or treated, and for any instructions that activate procedures and results. It undertakes not to use any services contrary to any regulations applicable to its business or assist in such use.
When storing Data which contravenes with the provisions set out herein or with the services provided by EquityBrix, EquityBrix reserves the right to (i) remove the disputed Data in an emergency or threat, (ii) suspend access to the immediately and without notice, and (iii) immediately terminate the Agreement. Such removal, suspension or termination shall not give rise to any compensation whatsoever, without prejudice to any damages EquityBrix may claim from the User as a result of its actions.
FINANCIAL TERMS AND CONDITIONS
EquityBrix charges fees to the Sponsor and to the User for the provision of the EquityBrix and related services.
In the context of a Digital Asset Offering, the Issuer/Sponsor of the Digital Asset Offering or such white-labeled provider of our platform agrees to bear the costs of in connection with the Digital Asset Offering. EquityBrix will provide the details of such costs to the issuer in its Sponsor Agreement.
However, Users fees related user fees related to the Digital Asset Offering may be charged by EquityBrix directly to the User. In such cases, EquityBrix will provide the details of such costs to the User, and the User may decide to terminate this Agreement if it does not agree with the fee to be charged by EquityBrix. Termination will be effective immediately and will result in the termination of any EquityBrix and related services.
The User may decide to terminate this Agreement if it does not agree with the fee charged by EquityBrix (or the issuer on its behalf). Termination will be effective immediately and will result in the termination of all EquityBrix related services.
CONFIDENTIALITY
The elements of EquityBrix constitute confidential information. The User undertakes (i) to keep confidential all information it receives from EquityBrix, and (ii) not to disclose confidential information from EquityBrix to any third party (other than its own Data), without EquityBrix prior written consent. The User shall also be entitled to communicate to EquityBrix that any particular information shared by the User with EquityBrix is to be considered as confidential, and EquityBrix shall, to the extent acceptable, treat the information as such.
PERSONAL DATA
The User and EquityBrix undertake to comply with applicable data protection law, including but not limited to GDPR, and conduct as well as with all necessary formalities when personal Data of data subjects is stored or processed by using the EquityBrix. EquityBrix is committed to acting on the express instructions of the User in case of request for access, correction, or erasure.
LIABILITY
EquityBrix assumes no responsibility regarding the suitability of EquityBrix Platform to the needs of the User.
The User is responsible for the hardware, software, network connections and technical safeguards needed for its use of the EquityBrix Platform. EquityBrix shall not accept any responsibility or liability in case of malfunction or non-compliance of these elements. EquityBrix shall not be held liable in case of incompatibility or malfunctioning of any third-party software. It is for the User to ensure that the treatment of EquityBrix Platform and related services comply with any applicable regulations.
The User will be liable in case of gross negligence, fraud or willful misconduct. In any event, EquityBrix shall not be held liable for any damages that would be suffered by the User or third parties (including loss, leakage, inaccuracy or corruption of Data, business interruption, goodwill, commercial or financial loss, etc.) arising from the use of the EquityBrix Platform and related services, or their unavailability.
Similarly, EquityBrix shall not be liable in case an administrative or judicial authority requests a temporary or permanent interruption of EquityBrix related services. Finally, the User waives all claims against EquityBrix raised after a period of one (1) year after the occurrence of a damaging event.
The User is responsible and shall be held liable for any damage whatsoever that is suffered by EquityBrix and/or its subcontractor host and/or third parties in respect of Data loaded. The User warrants and shall indemnify EquityBrix against any action arising from any third party.
TERMINATION
Each Party may terminate the Agreement at any time.
Since the EquityBrix Platform may depend on the infrastructure which EquityBrix uses, the User acknowledges that EquityBrix may terminate the Agreement without compensation if the cloud host terminates its hosting service for whatever reason, or if any other party terminates its services for whatever reason.
In addition, in the event of a breach by either party to any of the obligations under the terms of the Agreement, that has not been remedied within thirty (30) calendar days after notice has been given to the breaching party, the other party shall be entitled to terminate the Agreement, without prejudice to any damages which it may claim. Any claim brought by the User for compensation related to any breach of the Agreement cannot exceed the total value of the fees collected by EquityBrix from such User.
Exceptionally, EquityBrix reserves the right to automatically terminate the Agreement without notice or compensation in the event that the User or any third parties prejudice in any way the integrity of the EquityBrix Platform, its intellectual property rights, the reputation or image of EquityBrix’s brand products.
Upon termination of the Agreement for breach by the User, all sums paid shall be retained by EquityBrix, which will charge all fees remaining due until the end of the Agreement, and such fees shall become immediately due and payable on the effective date of termination. Upon any termination of the Agreement for breach by EquityBrix, EquityBrix issues a credit note for any unpaid invoice issued for the remainder of the period until the date of actual termination and keeps the fees collected and/or past due for the period up until the effective termination.
REVERSIBILITY
In case of termination of the Agreement for any reason whatsoever, EquityBrix agrees to send to the User a copy of any Data requested by the User in EquityBrix’s standard format, at the User’s request
MISCELLANEOUS
These Terms and Conditions constitute the entire agreement between the User and EquityBrix.
In the event that one or more stipulations of these would be considered invalid, inapplicable or unenforceable by any court of competent jurisdiction, the remaining provisions hereof shall remain valid unless otherwise specified by that court. The User and EquityBrix agree that, in such case, they will negotiate in good faith the terms of replacement will be valid, enforceable, and binding.
In cases of force majeure, the obligations of the parties shall be suspended for the duration thereof. If the force majeure event continues for more than three (3) months, this Agreement may be terminated by written notice sent by either party to the other party, unless otherwise agreed between the parties.
The failure of either party not to claim a commitment by the other party to any of the obligations contemplated herein cannot be interpreted as a waiver thereof.
In case of dispute, evidence provided by EquityBrix of the actions of the User or any third party, using the connection logs and transmissions identified by EquityBrix, shall be considered as the only true and authentic evidence, particularly with regard to the date, nature and content of any Data and reports.
As a result of the particular technologies that it uses as part of the EquityBrix Platform and related services, EquityBrix reserves the right to modify at any time without notice at its sole discretion the content of these Terms and Conditions, which take effect from the date of notification to the User. In case of substantial changes to the EquityBrix Platform and related services, the User will be able to request the termination of the Agreement with one (1) month’s prior written notice. EquityBrix shall not have to pay any compensation to the User as a result of the modification of the Terms and Conditions or termination of the Agreement as a consequence thereof.
Disputes, Arbitration and Governance
The Agreement is governed by laws of King County, in Washington State, of the United States.
ANY DISPUTE IN CONNECTION WITH THE SERVICES, NOT AMICABLY RESOLVED BETWEEN EQUITYBRIX AND THE USER, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF KING, COUNTY, IN WASHINGTON STATE, UNITED STATES. EQUITYBRIX ALSO RESERVES THE RIGHT TO ENTER INTO ARBITRATION AT ITS DISCRETION WITH A WASHINGTON STATE ARBITRATOR OF EQUITYBRIX CHOICE.
If you have any questions regarding these EquityBrix Services Terms of Use, please contact us at info@EquityBrix.com.
