Securrency, Inc. recognizes the importance of protecting your personal and financial information when you visit our website located at www.securrency.com (“Website”). The following information is designed to help you understand the information collection practices at this Website.
Information Collection & Use
Additionally, if you are accessing parts of this Website that are password protected, then (a) once you submit your password and enter, this Website will recognize who you are and collect all information you submit, including all electronic information (including all transaction information), and (b) any information collected about you from this Website may be associated with other identifying information we have about you.
Aggregate Information: We generally record certain usage information, such as the number and frequency of visitors to our Website. This information may include the websites you access immediately before and after your visit to our Website, the Internet browser you are using and your Internet Protocol (IP) address. If we use such data at all it will be on an aggregate basis, and we will not disclose to third parties any information that could be used to identify you personally.
Cookies: Cookies are small text files stored in your computer’s memory and hard drive when you visit certain web pages. They are used to enable websites to function or to provide information to the owners of a website.
Analytical purposes: Analytical cookies allow us to recognize, measure, and track visitors to the Website. This helps us to improve and develop the way the Website works, for example, by determining whether site visitors can find information easily, or by identifying the aspects of the site that are of the most interest to them.
Usage preferences: Some of the cookies on the Website are activated when visitors to our sites make a choice about their usage of the site. Our Website then ‘remembers’ the settings preferences of the user concerned. This allows us to tailor aspects of the site to the individual user.
Functional purposes: Functional purpose cookies store information needed by our applications to process and operate. For example, where transactions or requests within an application involve multiple workflow stages, cookies are used to store the information from each stage temporarily, to facilitate completion of the overall transaction or request.
To make full use of the Website, your computer or mobile device will need to accept cookies, as the site will not function properly without them. In addition, cookies are required to provide you with personalized features on the Website.
Local Flash Storage: We may include content on the Website designed for display using Adobe Flash Player, such as animations, videos and tools. Local flash storage (often referred to as “Flash cookies”) can be used to help improve your experience as a user. Flash storage is retained on your device in much the same way as standard cookies, but is managed directly by your Flash software.
If you wish to disable or delete information stored locally in Flash, please see the documentation for your Flash software, located at www.adobe.com. Please note if you disable Flash cookies, some site functionality may not work.
Amending cookie preferences: You can configure your browser to accept all cookies, reject all cookies, notify you when a cookie is set, or delete cookies that have already been set. Each browser is different, so check the “Help” menu of your browser to learn how to change your cookie preferences. You are always free to decline our cookies if your browser permits, although in that case you may not be able to use certain features on our Website. In addition, several companies offer utilities designed to help you visit websites anonymously.
We may use internal or external service providers to operate our Website and employ other persons to perform work on our behalf, such as sending postal mail and e-mail. These persons may have access to the personally identifiable information you submit through the Website, but only for the purpose of performing their duties. These personnel are not permitted to use your personally identifiable information for any other purpose.
Compliance With Laws
Securrency does not automatically collect personally identifiable information from visitors to our Website, except to the extent we are required to do so pursuant to the USA PATRIOT Act or some other statute or regulation applicable to us. We will not provide any personally identifiable information to any other persons, except (a) if we are required to make disclosures to the government or private parties in connection with a lawsuit, subpoena, investigation, similar proceedings, or regulatory examination, (b) to comply with applicable laws or regulations, (c) to enforce these Terms, or (d) to share information with our affiliates or service providers in connection with providing services to you. We can (and you authorize us to) disclose any such information in those circumstances.
E-Mail & Marketing
Securrency does not sell its customers’ e-mail addresses, nor will we provide your personal information to third parties for their marketing purposes. Securrency will not send you e-mail messages without first receiving your permission, unless it relates to servicing your account or unless you have consented to receiving electronic delivery of documents as part of our E-Delivery service. It is our policy to include instructions for unsubscribing from these permission-based programs. We recommend that you do not send us any individual personal information via non-secure methods of correspondence, including via public electronic communication channels, such as Internet e-mail, which are generally not secure.
Although this Website is not targeted toward children, we are concerned about the safety and privacy of children who use the Internet. Consistent with the Children’s Online Privacy Protection Act of 1998, we will never knowingly request personally identifiable information from anyone under the age of 13 without prior verifiable parental consent. If we become aware a child under 13 has provided us with personally identifiable information without verifiable parental consent, we will use our best efforts to remove such information from our files. If a parent or guardian becomes aware his or her child has provided us with personally identifiable information without verifiable parental consent, he or she should contact us.
Third Party Websites
No data transmission over the internet can be 100% secure, so Securrency cannot ensure or warrant the security of any information you submit to us on this Website. However, Securrency seeks to protect your personal information when you transact business on our Website by requiring the use of a browser software program that supports industry standard SSL encryption with 128-bit key lengths. The “128-bit” designation refers to the length of the key used to encrypt the data being transmitted, with a longer key representing a higher level of security.
Securrency is a trademark of Securrency, Inc. Securrency is an equal opportunity employer committed to diversity in the workplace.
TERMS APPLICABLE TO ALL USERS: ELIGIBILITY, LICENSE AND REPRESENTATIONS
Propriety Rights In Site Content; Limited License
You may review personal information posted by or relating to other Users on the Site, but you are not authorized to disclose such information for any purpose. You may not reproduce any personal information. Further, you represent and warrant that: (i) you do not have the ability to match any personal information posted by or relating to other Users to the identity of any individual; (ii) you will not make any attempt to obtain data permitting you to match any personalinformation posted by or relating to other Users to the identity of any individual; (iii) you will not accept any information from any third party that permits such a match; and (iv) you will make no such match.
Restrictions On Data Collection / Termination
Without our prior consent, you may not:
use any automated means to access this Site or collect any information from the Site (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
frame the Site, utilize framing techniques to enclose any Content or other proprietary information, place pop- up windows over this Site’s pages, or otherwise affect the display of this Site’s pages; engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information; or
use this Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this Site or interfere with any other party’s use and enjoyment of this Site.
You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Service or the Site or for any other purpose. You further agree that you may not use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site. In addition, you agree not to use the Service or the Site to:
upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
except where authorized by the Company, register for more than one User account, register for a User account on behalf of an individual other than yourself, operate a User account on behalf of or for the benefit of any person who is not eligible to register for or operate a User account in their own name, or register for a User account on behalf of any group or entity (other than approved investment accounts opened on behalf of legal entities or accounts opened for purposes of participating in our Small Business lending program);
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity;
upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes from any User;
upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; intimidate or harass another Userli upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
use or attempt to use another’s account, service or system without authorization from that person and the Company, or create a false identity on the Service or the Site; or
upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose the Company or its Users to any harm or liability of any type.
User Content Posted On The Site
By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part)and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.
You may review personal or business information posted by other Users on the Site, but you are not authorized to disclose such information for any purpose.
All Users: Consent To Electronic Transactions And Disclosures
$5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.
Electronic Communications. Any Disclosures will be provided to you electronically through Securrency.com either on our Site or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to
Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Securrency, Inc. or between you and Our Affiliates. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
Consenting to Do Business Electronically. Before you decide to do business electronically with Securrency, Inc. or Our Affiliates, you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.
TCPA Consent: I expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Additional Mobile Technology Requirements. If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
Withdrawing Consent. You may not withdraw such consent as long as you have outstanding any investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.
How to Contact Us regarding Electronic Disclosures. You can contact us via email at support@Securrency.com. You may also reach us in writing to us at the following address: Securrency, Inc, 1519 Connecticut Ave., Suite 200, Washington, DC
20036, Attention: Member Services.
If you are an individual User, you will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to support@Securrency.com. You also agree to update your registered residence address and telephone number on the Site if they change. If you are a business or entity User or are acting on behalf of a business or entity, you will keep us informed of any change to your email address, telephone number and primary business address, as discussed under “Terms Applicable to Business and Other Entity Users” below.
You will print a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Site.
The securities offered on the Site have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and/or Regulation A. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site.
Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the Site has been prepared by Securrency, Inc. without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
You may not become a beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person”) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify Securrency, Inc. in writing should any Disqualifying Events be applicable to you. Securrency, Inc. is not liable or responsible for making 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.
Terms Applicable To Individual Users
Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site or otherwise requested by the Company (“Individual Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; (d) promptly notify the Company regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Site or Service or the terms on which you use the Site or Service; and (e) be fully responsible for all use of your account and for any actions that take place using your account.
Terms Applicable To Business and Other Entity Users
Eligibility: Business and Other Entity Users
Business Registration Data; Account Security
In consideration of your use of the Site and the Service on behalf of a business or other entity member, you, individually and on behalf of such business or entity, agree to (a) provide accurate, current and complete information about the business or entity, yourself and any other principals and/or authorized representatives of the business or entity member as may be prompted by any registration forms on the Site or otherwise requested by the Company (“Business Registration Data”), including the business or entity’s full legal name; (b) provide such materials as the Company may request to establish and/or verify your or any other person’s identity or authority to enter into binding agreements on behalf of the business or entity, or to establish and/or verify the business or entity’s legal existence, good standing in any jurisdiction and eligibility to use the Site or Service; (c) maintain the security of any password and identification issued for use by or on behalf of the business or entity; (d) maintain and promptly update the Business Registration Data, and any other information provided to the Company by you or anyone else acting on behalf of the business or entity, to keep it accurate, current and complete; (e) promptly notify the Company regarding any material changes to information or circumstances impacting the business or entity’s legal existence, good standing in any jurisdiction in which the business or entity is authorized to conduct business, or eligibility for continued use of the Site or any Service; and (f) be fully responsible for all use of any accounts opened on behalf of the business or entity and for any actions that take place using such account.
Additional Representations: Business & Other Entity Users
In addition to the User Representations set forth above under “User Representations,” which you hereby confirm on behalf of the business or entity member, you further agree, both individually and on behalf of the business or entity, not to use the Service or the Site to:
register for multiple User accounts on behalf of the same business or entity; operate or otherwise utilize an account opened in the name of a business or entity for the benefit of any persons other than that business or entity;
operate or otherwise utilize an account opened in the name of a business or entity for any purpose prohibited by law or regulation, any activity which that business or entity is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the business or entity and the Company or Our Affiliates;
operate a User account on behalf of any business or entity with regard to which you are not an authorized person with the power to enter into binding agreements on behalf of the business or entity;
communicate with any other User regarding the business or entity, or its business operations, other than anonymously and publicly via the Site, or upload, post, transmit, share or otherwise make available any information or informational material identifying the business or entity or its business operations (other than Business Registration Data provided to the Company or other information requested by the Company or otherwise necessary for your use of the Site or Service); and
upload, post, transmit, share, store or otherwise make publicly available on the Site any private information regarding the business or entity, including, without limitation, addresses, phone numbers, email addresses, tax identification numbers and credit, or any personal information regarding persons associated with the business or entity (other than Business Registration Data provided to the Company).
Furthermore, you represent and warrant and agree, both individually and on behalf of the business or entity, that:
all email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes; and
you will not represent or portray the business or entity as being affiliated with the Company in any capacity other than being a User of the Site or Service without the Company’s prior written consent.
Scope Of License To Use
For Users that are businesses or other entities, or persons acting on behalf of businesses or other entities, the limited license to access and use the Site granted above shall be deemed granted to the business or entity member and to those authorized representatives of the business or entity for whom
All Users: Intellectual Property Matters
Securrency, Inc. and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of the Company in the U.S. and/or other countries. The Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement: Attention: General Counsel
Full Address of Designated Agent to Which Notification should be Sent: 1519 Connecticut Avenue, Suite 200, Washington, DC 20036
Telephone Number of Designated Agent: (202) 584-0550
Facsimile Number of Designated Agent: (888) 972-8711
E-Mail Address of Designated Agent: support@Securrency.com
To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company’s sole discretion, the memberships of members who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to the Company are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
All Users: Miscellaneous Terms
Links to Other Web Sites and Content
The Site contains (or you may be sent through the Site or the Services) links to other web sites (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
The Company does not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. The Company is not responsible for the conduct, whether online or offline, of any User of the Site or Service. The Company cannot guarantee and does not promise any specific results from use of the Site and/or the Service.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third Party Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
The Company reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
Limitation On Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, IN NO EVENT WILL THE COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
$1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, TO THE EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE, EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, WILL THE COMPANY’S LIABILITY TO YOU EXCEED
IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY Tp YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Governing Law; Venue and Jurisdiction; Arbitration
Contact us at email@example.com
Terms and Conditions for Service Contracts
These Terms and Conditions for Service Contracts (these “Terms”) govern the provision of certain services (“Services”) by a service provider (“Service Provider”), to Securrency, Inc, a Delaware corporation, located at 1101 Wilson Blvd., 9th Floor, Arlington, VA 22209 (“Securrency” and together with Service Provider, the “Parties”, and each a “Party”), as requested and agreed to by Securrency.
1.1 Service Provider shall provide the Services (a) in accordance with the terms and subject to the conditions set forth herein and in any other requirements specified by Securrency (b) using personnel of required skill, experience, and qualifications; (c) in a timely, workmanlike, and professional manner; and (d) to the reasonable satisfaction of Securrency.
1.2 For the sake of clarity, nothing in these Terms shall be construed to prevent Securrency from itself performing or from acquiring services from other providers that are similar to or identical to the Services.
2. Service Provider Obligations. Service Provider shall:
2.1 Assign only qualified, legally authorized employees or approved contractors to provide the Services.
2.2 Comply with all applicable laws and regulations in providing the Services.
2.3 Comply with all Securrency rules, regulations, and policies of which it has been made aware in its provision of the Services.
2.4 Maintain complete and accurate records relating to the provision of the Services under these Terms. During the Term and for a period of one year thereafter, upon Securrency’s written request, Service Provider shall allow Securrency or Securrency’s representatives to inspect and make copies of such records; provided that Securrency provides Service Provider with advance written notice of the planned inspection and any such inspection shall take place during regular business hours.
3. Securrency Obligations. Securrency shall:
3.1 Respond promptly to any reasonable requests from Service Provider for instructions, information or approvals reasonably required by Service Provider to provide the Services.
4.1 Service Provider warrants that it:
(a) Shall perform the Services in accordance with the terms and subject to the conditions set forth herein and in any other requirements specified by Securrency.
(b) Shall perform the Services in a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services.
(c) Has the right to provide the Work Product to Securrency and that such Work Product shall not infringe the Intellectual Property Rights of any third party.
5. Intellectual Property.
5.1 Securrency is and will be the sole and exclusive owner of all right, title and interest throughout the world in and to all technology, inventions, techniques, processes, devices, discoveries, methods, ideas, concepts, research, improvements, documents, proposals, presentations or materials, and all other work product of any nature whatsoever, that are (a) created, prepared, produced, authored, edited, modified, conceived, reduced to practice by or on behalf of Service Provider in anticipation or in the course of performing the Services or (b) delivered to Securrency under these Terms (collectively, the “Work Product”), including all Intellectual Property Rights therein. For purposes of these Terms, “Intellectual Property Rights” shall mean all intellectual property rights, including copyrights, works of authorship, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights. Service Provider shall, upon request of Securrency, promptly execute a specific assignment of title to Securrency, and do anything else reasonably necessary to enable Securrency to secure for itself, patent, trade secret, or any other proprietary rights in the Work Product in the United States or other countries.
5.2 All writings or works of authorship, including, without limitation, program codes or documentation, produced or authored by Service Provider in the course of performing services for Securrency, together with any associated copyrights, are works made for hire and the exclusive property of Securrency. To the extent that any writings or works of authorship may not, by operation of law, be works made for hire, these Terms shall constitute an irrevocable assignment by Service Provider to Securrency of the ownership of and all rights of copyright in, such items, and Securrency shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections which may be available in the works. Service Provider shall give Securrency or its designees all assistance reasonably required to perfect such rights.
5.3 As between Service Provider and Securrency and subject to the licenses granted in this Section 5.3, Service Provider is and shall remain the sole and exclusive owner of all right, title and interest in and to all documents, data, know-how, methodologies, software, and other materials developed or acquired by Service Provider prior to and independent of the performance of any Services hereunder (“Pre-Existing Materials”), including all Intellectual Property Rights therein. To the extent that any Pre-Existing Materials are incorporated or combined with any Work Product or otherwise necessary for the use or exploitation thereof, Service Provider hereby irrevocably grants to Securrency a royalty-free, fully paid-up, perpetual, transferable, sublicensable, worldwide, non-exclusive license to use, perform, display, reproduce, distribute, modify, make derivative works of, make, have made, sell, offer to sell, import, and otherwise exploit such Pre-Existing Materials as part of or in connection with the Work Product, and to practice any method related thereto. To the extent Service Provider makes any improvements or modifications to or derivative works of the Pre-Existing Materials in connection with performance of the Services (“Improvements”), Service Provider hereby irrevocably grants to Securrency a royalty-free, fully paid-up, perpetual, transferable, sublicensable, worldwide, exclusive license to use, perform, display, reproduce, distribute, modify, make derivative works of, make, have made, sell, offer to sell, import, and otherwise exploit such Improvements as part of or in connection with the Work Product, and to practice any method related thereto.
6. Confidentiality. From time to time during the Term, either Party (as “Discloser”) may disclose or make available to the other Party (as “Recipient”), non-public, proprietary and confidential information of Discloser (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s breach of this Section 6; (b) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party was not prohibited from disclosing such Confidential Information; (c) was in Recipient's possession prior to Discloser's disclosure hereunder; or (d) was or is independently developed by Recipient without access to or use of the Confidential Information. Recipient shall: (x) protect and safeguard the confidentiality of Discloser's Confidential Information with at least the same degree of care as Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Discloser's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (z) not disclose any such Confidential Information to any person or entity. In the event any of the Confidential Information must be disclosed pursuant to judicial order or requirement of law, Recipient shall use commercially reasonable efforts to notify Discloser of such order or requirement.
7. Non-Competition. During the Term and for a period of one year thereafter, Service Provider shall not provide services to any persons known by Service Provider to be a direct competitor of Securrency, which includes any company purporting to enable the tokenization of securities, creation of compliance aware tokens, or the secondary exchange of crypto assets and tokenized securities.
8. Indemnification. Service Provider shall indemnify, defend, and hold harmless Securrency and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (“Representatives”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses and fees of whatever kind (including reasonable attorneys' fees) and the costs of enforcing any right to indemnification under these Terms, and the cost of pursuing any insurance providers (collectively, “Losses”), relating to any claim of a third party arising out of or occurring in connection with Service Provider’s alleged infringement of third party intellectual property rights, or alleging negligence, willful misconduct, or breach of these Terms by or on behalf of Service Provider.
9. Limitation of Liability.
9.1 EXCEPT FOR ANY PAYMENT OBLIGATIONS UNDER THESE TERMS, IN NO EVENT SHALL SECURRENCY OR ANY OF ITS REPRESENTATIVES BE LIABLE TO SERVICE PROVIDER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SECURRENCY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
9.2 EXCEPT FOR ANY PAYMENT OBLIGIATIONS UNDER THESE TERMS, IN NO EVENT SHALL SECURRENCY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIFTY THOUSAND U.S. DOLLARS (
9.3 Service Provider acknowledges and agrees that the Parties entered into these Terms in reliance upon the limitations of liability set forth in this Section 9, that the same reflect an allocation of risk between the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the Parties.
10. Survival. The rights and obligations of the Parties set forth in these Terms which, by their nature, should survive termination of these Terms, shall survive any such termination of these Terms.
11. Injunctive Relief. If the Service Provider violates any provision of these Terms, Securrency shall, in addition to any damages to which it is entitled, be entitled to (a) suspend payment, and (b) seek immediate injunctive relief against the Service Provider prohibiting further actions inconsistent with the Service Provider's obligations under these Terms.
$3,000,000 and $1,000,000 per occurrence. Upon Securrency’s request, Service Provider shall provide Securrency with a certificate of insurance evidencing such insurance coverage and naming Securrency as an additional insured.
12. Insurance. Throughout the Term, Service Provider shall, at its own expense, maintain and carry insurance in full force and effect with a financially sound and reputable insurer that includes commercial general liability with an aggregate limit no less than
13. Notices. All notices, requests, consents, claims, demands, waivers and other communications under these Terms (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth above (or to such other address that the receiving Party may designate from time to time in accordance with this Section 13). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 13.
14. Severability. If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
15. Amendments. No amendment to or modification of these Terms is effective unless it is in writing and signed by both Parties.
16. Waiver. No waiver by any Party of any of the provisions of these Terms shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
17. Assignment. Service Provider shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under these Terms without the prior written consent of Securrency. Any purported assignment or delegation in violation of this Section 17 shall be null and void. No assignment or delegation shall relieve Service Provider of any of its obligations under these Terms.
18. Successors and Assigns. These Terms are binding on and inure to the benefit of the Parties to these Terms and their respective permitted successors and permitted assigns.
19. Independent Contractor.
19.1 It is understood and acknowledged that the Services which Service Provider will provide to Securrency hereunder shall be in the capacity of an independent contractor and not as an employee or agent of Securrency. Service Provider shall control the conditions, time, details, and means by which Service Provider performs the Services. Securrency shall have the right to inspect the work of Service Provider as it progresses solely for the purpose of determining whether the work is completed according to these Terms and any other requirements specified by Securrency.
19.2 Service Provider has no authority to commit, act for or on behalf of Securrency, or to bind Securrency to any obligation or liability.
19.3 Service Provider shall not be eligible for and shall not receive any employee benefits from Securrency and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Service Provider hereunder.
20. No Third-Party Beneficiaries. These Terms benefit solely the Parties to these Terms and their respective successors and assigns and nothing in these Terms, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
21. Choice of Law. These Terms and all related documents, including all exhibits attached hereto, and all matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without giving effect to the conflict of laws provisions thereof.
22. Entire Agreement. These Terms and any contractual requirements specified in writing by Securrency constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.