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Terms of Use - Apifini

Last updated: March 14, 2018
  1. Introduction

    The following terms and conditions (the "Terms of Service") are the Terms of Service for the Apifini platform (the "Platform") made available by Cardero-X Inc. ("Company", "we", "us" or "our") at https://apifini.com/.

    PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND BE SURE THAT YOU FULLY UNDERSTAND AND AGREE TO THE APPLICABLE TERMS AND CONDITIONS BEFORE USING THE PLATFORM. YOU SHOULD CONTACT THE COMPANY IF YOU HAVE ANY QUESTIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE, YOU SHOULD NOT ACCESS OR USE THE PLATFORM.

    The Platform is an online community-based cryptocurrency research platform that provides users with access to a suite of investment and research tools aimed at enhancing the transparency of the cryptocurrency market and reducing risks. The Platform provides users with access to certain materials, reports, tools and services relating to the cryptocurrency market (collectively, the "Research Materials"), including,

    • Profiles of companies raising money through initial coin offerings ("ICOs") and initial token offerings ("ITOs") (each a "Company Profile"); and
    • Reports, data, materials and analysis of the cryptocurrency market ("Research Reports"), including information on specific cryptocurrencies, tokens, coins and other digital assets ("Digital Assets"), ICOs and ITOs and market trends.

    The contents of the Platform include, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith (collectively the "Contents") and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term "Platform" includes all of the Contents.

    These Terms of Service constitute a legally binding agreement between you and the Company regarding your use of and access to the Platform, which includes, without limitation, registering for an account ("Account"), purchasing a Subscription (defined below), or visiting or browsing the Platform.

    These Terms of Service do not alter in any way the terms and conditions of any other agreement you may have with the Company, unless otherwise agreed to in writing by the Company. If you breach any of these Terms of Service, your authorization to use the Platform automatically terminates and you must immediately destroy any Contents and Research Materials in your possession and discontinue all use of the Platform.

  2. Provision of the Platform by Company

    You acknowledge and agree that the form and nature of the Platform may change from time to time without prior notice to you.

    You acknowledge and agree that the Company may stop (permanently or temporarily) providing the Platform (or any features within the Platform) to you or to users generally, at the Company’s sole discretion, without prior notice to you. You may stop using the Platform at any time. You do not need to inform the Company when you stop using the Platform or any of its features.

  3. Disclaimer

    TRADING AND INVESTING IN DIGITAL ASSETS, ICOs AND ITOs IS HIGHLY SPECULATIVE AND COMES WITH MANY RISKS. INFORMATION CONTAINED ON THE PLATFORM, INCLUDING RESEARCH MATERIALS, IS FOR INFORMATIONAL AND DISCUSSION PURPOSES ONLY AND SHOULD NOT BE RELIED UPON FOR MAKING ANY INVESTMENT DECISION.

    THE COMPANY DOES NOT PROVIDE INVESTMENT, LEGAL OR TAX ADVICE. THE COMPANY IS NOT A BROKER, INVESTMENT ADVISOR, PORTFOLIO MANAGER OR TAX ADVISER. YOU AKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR YOUR USE OF ANY INFORMATION THAT YOU OBTAIN ON THE PLATFORM.

    • The Company is not engaged in the business of providing investment advice, either directly or through publications or other media, with respect to investing in or buying or selling Digital Assets.
    • The Company does not directly or indirectly solicit any specific investments or trades in Digital Assets.
    • The Company does not receive any commissions and does not have any financial or other interest in or any financial arrangement with any person regarding any of the Digital Assets that may be discussed in Research Materials.
  4. Accounts

    In order to use certain features on the Platform, you must register for an Account. You must be over the age of majority in your jurisdiction of residence at which an individual can enter into a legal contract to register for an Account. Individuals under the age of 13 are prohibited from registering for an Account or otherwise participating in or using the Platform. You are solely responsible for ensuring that the use of the Platform in accordance with these Terms of Service in your jurisdiction of residence is permitted by law or regulation. If such use is not permitted by law, the Company prohibits all access to and use of the Platform.

    As part of the registration process, you will be required to provide the Company with certain information, such as your full name, email address and a password that is unique to the Account. You may also be required to provide us with payment and banking information to facilitate payments to and from your Account. You agree that you will provide accurate, current and complete information about yourself and promptly update all information in your Account to ensure that your Account is accurate, current and complete. You may update or change your Account settings at any time. You are not permitted to transfer or sell your Account to any other person.

    1. Account Confidentiality

      You are responsible for maintaining the confidentiality of your password. You must notify us if you become aware of a potential breach of security, such as the unauthorized disclosure of your password. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your Account.

    2. Account Termination and Cancellation

      The Company may terminate, suspend or otherwise restrict or prohibit your access to and use of your Account or the Platform at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party. In connection with the termination of your Account, we may remove your User Content (defined below).

      You have the right to close your Account at any time once all obligations associated with the Account have been completed. Please see Section 19, Termination and Cancellation, for more details.

      You acknowledge and agree that if the Company disables access to your Account, you may be prevented from accessing the Platform, your Account details or any files or User Content which are contained in your Account.

  5. Use of the Platform by You

    Your use of the Platform is subject to all applicable local, provincial, state and federal laws and regulations.

    You agree that you will not use the Platform to:

    • promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam;
    • promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;
    • upload, post or otherwise make available any material that contains viruses, malware or other malicious software
    • upload, post, or otherwise make available any material that you do not have a right to make available or that infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any person. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third-party;
    • use the Platform to provide or sell any investment advice;
    • make any false representation, including impersonation of any person or entity or misrepresentation of your affiliation with any person or entity;
    • engage in any activity that interferes with or disrupts the use of the Platform, including bypassing any measures we may use to prevent unauthorized access to the Platform;
    • engage in any activity that attempts to extract any proprietary software used to maintain the Platform; or
    • track, trace or harvest any information on any Account or any other person who visits the Platform.

    You agree that you are solely responsible for (and that the Company has no responsibility to you or to any third party for) any breach of your obligations under these Terms of Service and for the consequences (including any loss or damage which the Company may suffer) of any such breach.

  6. Use of the Platform through Mobile Devices

    You may access and use the Platform through a mobile device, including through a mobile application. You are solely responsible for any software requirements and for any data charges and fees associated with accessing and using the Platform through a mobile device.

  7. Company Profiles and Research

    1. Submitting a Company Profile

      You may submit a Company Profile to the Platform. The profile information that you submit may be reviewed by us to ensure that the information meets our content and quality standards. We reserve the right to refuse to post a Company Profile on the Platform that we, in our sole discretion, deem violates the law (including securities law), these Terms of Service, our content or quality standards, or is otherwise unacceptable.

      By submitting a Company Profile to the Platform, you represent and warrant that you currently meet and will continue to meet the following conditions:

      • You have not made any false representations in the Company Profile, including impersonation of any person or entity or misrepresentation of your credentials or affiliation with any person or entity;
      • You have not made any false representations in the Company Profile regarding any authorizations, licenses, registrations or exemptions from any government agency or entity; and
      • You have not been the subject of a complaint or investigation relating to, or convicted of, a securities law violation or fraud in any jurisdiction.
    2. Submitting Research

      You may submit research ("Research") to the Platform. You acknowledge and agree that the Company may use and incorporate the Research that you submit to the Platform in the Company’s Research Reports and other Research Materials. The Company is not obligated to, but may, in its sole discretion, provide compensation to you for your Research. The Company shall determine the form, amount and terms of any compensation for Research.

      You understand and agree that by submitting Research to the Platform, you are not an employee or agent of the Company.

  8. User Content

    The Company may permit you to submit, post, upload, publish or otherwise provide comments, ratings, reviews, reports, analysis, images and other information and materials (collectively, "User Content") to the Platform. For greater certainty, User Content includes Company Profiles and Research submitted by users. You retain ownership rights in or to your User Content. By submitting User Content to the Platform, you grant the Company a perpetual, non-exclusive, royalty-free, transferrable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, print, publish and distribute the User Content. Further, to the extent permitted under applicable law, you waive and release any moral rights that you may have in any User Content.

    You agree and understand that any User Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential.

    You are solely responsible for the User Content that you make available through the Platform and you represent and warrant that (i) you own or have all necessary rights to use the User Content and grant to the Company the rights granted above; (ii) the provision of the User Content will not infringe or violate any patent, copyright, trade-mark, or other intellectual property right of any third party; (iii) and the User Content does not violate any applicable law or regulation.

    We reserve the right to delete User Content that we, in our sole discretion, deem violates the law (including trademark and copyright law), these Term of Service, or is abusive, defamatory, obscene or otherwise unacceptable. You shall remain solely responsible for the content of your User Content.

    We do not guarantee to pre-screen User Content. We do not guarantee that the Platform will be free from User Content that is inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable. Even in the event that we choose to monitor any User Content, we assume no responsibility for, or any obligation to monitor or remove such User Content. We reserve the right to edit, remove, or refuse to post any User Content.

  9. Research Materials

    The Company may make certain Research Materials available on the Platform. The Company or its licensors retain all right, title and interest, including intellectual property rights, in and to the Research Materials. The Company grants you a non-exclusive, non-transferable right to access and use Research Materials in accordance with the terms and conditions of these Terms of Service. You may only use Research Materials for your own personal use or internal business purposes.

    You shall not, and shall not permit anyone to: (i) copy or republish Research Materials; (ii) distribute, sell, resell or otherwise exploit for any commercial purpose, commercial advantage or monetary compensation Research Materials, unless you have been permitted to do so in writing by the Company; (iii) modify or create derivative works based on the Research Materials; (iv) remove, modify or obscure any copyright, trademark or other proprietary notices contained on the Research Materials; or (v) use Research Materials to build a similar Platform or competitive Platform.

    THE COMPANY DOES NOT GUARANTEE OR WARRANT THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY RESEARCH MATERIALS MADE AVAILABLE ON THE PLATFORM. YOU SHOULD NOT RELY ON THE INFORMATION WITHOUT FIRST SEEKING ADVICE FROM A QUALIFIED PROFESSIONAL. USE OF THE INFORMATION AVAILABLE ON THE SITE IS AT YOUR SOLE RISK.

  10. Subscription and Payment

    1. Subscriptions

      The Company offers subscriptions to access and use Research Reports (a "Subscription"). Subject to the timely payment of all applicable fees charged by the Company ("Subscription Fee") for a Subscription Plan, a subscriber ("Subscriber") will, during the period of time that the user is authorized by the Company to access and use the Research Reports ("Subscription Term"), receive a nonexclusive, non-transferable, worldwide right to access and use the Research Reports subject to the terms and conditions of these Terms of Service.

    2. Subscription Plans and Fees

      The Company offers various subscription plans for the use of Research Reports (each a "Subscription Plan"). A description of each Subscription Plan and the Subscription Fee for each Subscription Plan is set out on the Platform at registration page. The Company may also offer custom-made Subscription Plans.

    3. Billing and Payment

      When a Subscriber purchases a Subscription, the Subscriber authorizes the Company to charge the Subscriber the Subscription Fee for the corresponding Subscription Plan to the Subscriber’s designated payment method. The Subscription Fee will be charged in advance to the Subscriber on a monthly (or annual) recurring basis on the calendar day corresponding to the commencement of the Subscriber’s Subscription (the "Renewal Date").

    4. Taxes

      The Company shall bill the Subscriber for applicable taxes as a separate line item on each invoice. The Subscriber shall be responsible for payment of all sales and use taxes, value added taxes, or similar charges.

    5. Renewal

      Each Subscription will automatically renew at the end of the Subscription Term and continue month-to-month unless and until the Subscriber cancels the Subscription. The Subscriber must cancel the Subscription before the Renewal Date to avoid being billed for the renewal.

    6. Cancellation

      Upon cancellation of the Subscription, the Subscriber will continue to have access to the applicable Research Reports through the end of the monthly billing period.

    7. Refunds

      The Company will provide a pro-rated refund for partially used periods.

    8. Price and Plan Changes

      The Company reserves the right to adjust the Subscription Plans and the Subscription Fees in any manner and at any time in its sole discretion. Any price changes to existing Subscriptions will take effect following email notice to the Subscriber.

  11. Accepting the Terms of Service and Additional Terms

    By accessing and using the Platform in any manner, you acknowledge that you have read these Terms of Service and all of the terms and conditions contained herein. Before continuing to use the Platform, please read these Terms of Service and contact us if you have any questions.

    The Company reserves the right to amend, modify and supplement these Terms of Service from time to time as it sees fit with additional terms and conditions that govern certain information, content, products and services made available to you via the Platform ("Additional Terms"). By accessing and using the Platform, you accept and agree to comply with and be bound by such Additional Terms. Please review these Terms of Service from time to time to ensure that you are aware of and understand any Additional Terms.

    The Additional Terms and the Privacy Policy are hereby incorporated by reference into these Terms of Service and form part of the legally binding agreement between you and us. To the extent that there is a conflict between these Terms of Service and any Additional Terms, the Additional Terms shall govern. These Terms of Service will remain in full force and effect as long as you are a user of the Platform and, in the event of termination of any product, service or feature, you will still be bound by your obligations under these Terms of Service and any Additional Terms.

  12. Links to Third-Party Sites

    Use of certain links on the Platform will direct you away from the Platform to third party websites. Such third party websites are not under the control of the Company, and the Company is not responsible for the contents of any such website or any link contained in such website. The third party links included on the Platform are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by the Company of any such website or the products or services offered therein. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party websites.

  13. Privacy and Personal Information

    By accessing or using the Platform, you understand that we will collect and use certain information about you, including personal information. For more information about our collection, use, disclosure and protection of your personal information, please read our Privacy Policy. Questions or requests with respect to your personal information may be sent via email to [email protected].

  14. Ownership of Intellectual Property Rights

    The Platform together with all trade-marks and other intellectual property displayed, distributed, or otherwise made available via the Platform, is the exclusive property of the Company, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with the Company, nothing in these Terms of Service gives you a right to use any of the Contents, the Company’s trade-marks or other intellectual property of the Company. You may not assign or transfer any of the Contents and you may not grant a license to use or access the Platform to any party.

    No information or statement contained in these Terms of Service or the Platform shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trade-mark, or other intellectual property right of the Company or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Platform, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Platform.

    Any unauthorized or prohibited use of any Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.

    You may not create a link to the Platform without our prior permission. We may, however, if requested, grant a limited, nonexclusive right to create a link to the Platform provided that such link is to the entry page of the Platform and does not portray the Company or any of its activities or services in a false, misleading, derogatory, or otherwise negative manner.

    The limited rights granted to you under these Terms of Service may be revoked by the Company at any time for any reason whatsoever.

  15. Third-Party Information

    Any third-party content, data or publications made available through the Platform are furnished by the Company on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties, information providers, or any user of the Platform, are those of the respective author(s) or publisher(s) and not of the Company. THE COMPANY DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

  16. Warranty Disclaimer

    SOME PROVINCES AND TERRITORIES DO NOT ALLOW FOR THE EXCLUSION OF WARRANTIES (INCLUDING THE PROVINCE OF QUEBEC). IN THESE PROVINCES AND TERRITORIES, YOU HAVE ONLY THE WARRANTIES THAT ARE EXPRESSLY REQUIRED TO BE PROVIDED IN ACCORDANCE WITH APPLICABLE LAW.

    IN ALL OTHER PROVINCES AND TERRITORIES, EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR USE OF THE PLATFORM IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE". THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE PLATFORM, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE PLATFORM AT ANY TIME.

  17. Limitation of Liability

    SOME PROVINCES AND TERRITORIES DO NOT PROVIDE EXCLUSION OF LIMITATION OF LIABILITY FOR ALL TYPES OF DAMAGES (INCLUDING THE PROVINCE OF QUEBEC). IN THOSE PROVINCES, WE WILL ONLY BE LIABLE TO YOU FOR DAMAGES THAT WE ARE EXPRESSLY REQUIRED TO BE LIABLE TO YOU UNDER APPLICABLE LAW.

    IN ANY OTHER CASE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE PLATFORM, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS.

    THE LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

  18. Indemnity

    You agree to indemnify and hold the Company, its affiliated companies and their respective agents, employees, directors and officers, harmless from any claim or demand, cause of action, liabilities and costs including reasonable lawyer’s fees made by any third party due to or arising out of: (i) your use of the Platform and the Resource Materials; (ii) your violation of these Terms of Service; (iii) any misrepresentations made by you; or (iv) your violation of any rights of another.

    We reserve the exclusive right, at your expense, to conduct the defence and assume control of any matter, subject to indemnification by you, in which event you shall cooperate with the Company in asserting any and all available defences.

  19. Termination and Cancellation

    We may terminate your use of the Platform and/or access to the Contents, User Content, Research Material, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.

    If you want to terminate your Account, you may do so by closing your Account, where the Company has made this option available to you. Your Account will be closed provided that (i) any disputes in which you have been involved have been satisfactorily resolved; (ii) you have met all outstanding payment obligations associated with your Account and/or Subscription; and (iii) you have completed any other obligation(s) associated with your use of the Platform.

    When these Terms of Service come to an end, all of the legal rights, obligations and liabilities that you and the Company have benefited from, been subject to (or which have accrued over time while the Terms of Service have been in force) or which are expressed to continue indefinitely, shall be unaffected by such termination.

  20. General

    These Terms of Service, together with any Additional Terms, including the Privacy Policy, constitute the entire agreement between you and the Company relating to your use and our provision of the Platform.

    You agree that the Company may provide you with notices, including those regarding changes to these Terms of Service, by email, regular mail, or postings on the Platform.

    You agree that if the Company does not exercise or enforce any legal right or remedy which is contained in these Terms of Service (or which the Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

    If any provision of these Terms of Service is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Service and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

    The laws of the Province of Ontario and the federal laws applicable therein shall govern these Terms of Service in all respects, without giving effect to conflicts of laws principles.

    No e-mail address found on the Platform may be harvested or otherwise used for purposes of solicitation.

  21. Obtaining Consent

    To request the consent of the Company for any of the actions for which such consent is required under these Terms of Service, please send an e-mail to [email protected]. The Company reserves the right to refuse any such requests in its sole discretion.