operates the website located at www.brightcoin.us
BrightCoin is a technology platform that connects entrepreneurs
who are working on innovative new businesses (“Startups”),
with people who may be able to provide financing, advice and other
related supports to the Startups (“Investors”).
BrightCoin offers different services, such as creation of a coin,
building and distributing coins, raising funds and setting up smart
contracts (collectively “Services”)
to its User/Users.
PLEASE NOTE THAT
THESE TERMS OF SERVICES (“TOS”) CONTAIN BINDING AND MANDATORY
ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISIONS THAT
REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE
DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS
REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
ACCEPTANCE OF THE TERMS OF SERVICE
accessing the Website and/or by using the Services, you agree to be
bound by all of the provisions of the Terms of Service ("TOS").
YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THE TOS, OR
IF YOU ARE NOT ELIGIBLE, YOU ARE NOT AUTHORIZED TO ACCESS THE WEBSITE
OR USE THE SERVICES. IF YOU ACCESS AND USE OUR WEBSITE AND/OR
SERVICES YOU ARE BOUND BY THESE TOS.
accessing the Website or using the Services, the applications and
software provided through or in connection with the Website either as
a Startup, a Founder or an Investor, you become a user (“User”).
As used in the TOS, the terms "you"
mean each individual or entity that accesses, browses or uses the
Website and/or the Services in any manner. If you are accessing the
Website and/or using the Services on behalf of an entity, you
represent and warrant to BrightCoin that you have the authority to
bind the entity you represent to these TOS and any Additional Terms.
Your acceptance of these TOS will be treated as the
acceptance of the entity you represent.
a User, you acknowledge and understand that Brightcoin, Inc. is not a
broker-dealer, funding portal or investment advisor.
of the Website and the Services is subject to the BrightCoin Privacy
access to and/or use of certain portions of the Website and certain
of the Services will require you to accept additional terms and
conditions applicable to such Services. These additional terms
are applicable in addition to these TOS. For Investors, Additional
Terms includes the Investor Agreement. For Founders, the Additional
Terms are contained under Section 26 of this TOS. The TOS, the
To the extent there is any conflict between these TOS and any
Additional Terms, the Additional Terms will prevail.
may only use the Website and the Services if you are at least 18
years of age. You may not use the Website if you are under
18 years of age. BrightCoin reserves the right to require you to
provide BrightCoin with proof of your age. BrightCoin may terminate
your access to and use of the Website and the Services without
warning if it determines that you do not meet the foregoing
eligibility requirements. In addition to the eligibility requirements
in the TOS, your use of certain Services may be subject to additional
eligibility requirements set forth in the Additional Terms.
TERRITORIAL DETAILS & APPLICABLE RESTRICTIONS
Website and Services are available for use in the United States of
BrightCoin hereby agrees to ensure compliance with all applicable
United States laws.
OF THE UNITED STATES CAN
IN SECURITIES TOKENS UNDER REGULATION D 506C AND REGULATION A+ TIER
Services i.e., with respect to creation and distribution of utility &
security tokens are available from Malta as well.
intend to fully comply with the letter and spirit of the European
Union General Data Protection Regulation (“GDPR”). We will not
transport your Personal Data for processing outside of Europe without
your permission. You can ask us to stop transporting your Personal
Data for processing outside of Europe at any time and we will do so.
But, if you do so, you will not be able to use our Services. You can
ask us at any time for a list of the Personal Data that we maintain
on you and we will give you such list. You can ask us to delete the
Personal Data that we maintain on you and we will do so. But, if you
do so, you will not be able to use our Services. You can opt out of
our Services at any time by emailing your request to
email@example.com. If you have any concerns or
questions, please email them to firstname.lastname@example.org.
Notwithstanding anything to the contrary in this Section 5(b), this
Section 5(b) does not apply to you if you are not a European resident
or have employees who reside in Europe.
on Sanction Countries
Services are not available in the below mentioned Sanction Countries:
DO NOT REGISTER ON OUR WEBSITE OR USE OUR SERVICES IF YOU ARE A
CITIZEN OF ANY OF THE ABOVE-MENTIONED COUNTRIES.
order to access our Website and use our Services you are required to
become a registered User. You become a registered User when you
create an account (“Account”)
on the Website.
BY REGISTERING, YOU REPRESENT AND WARRANT TO BRIGHTCOIN THAT ALL
REGISTRATION AND OTHER INFORMATION YOU SUBMIT TO OR THROUGH THE
WEBSITE IS TRUTHFUL, ACCURATE, CURRENT AND COMPLETE, AND YOU AGREE TO
IMMEDIATELY PROVIDE CORRECTED INFORMATION IF ANY OF THE SUBMITTED
INFORMATION SHALL NO LONGER BE TRUTHFUL, ACCURATE, CURRENT AND
Submitted by Users
further represent and warrant that your use of the Website and the
Services does not violate any applicable laws, rules or regulations.
Without limiting any of BrightCoin’s other available legal
remedies, if you provide any registration or other information that
is untrue, inaccurate, or incomplete, or BrightCoin has reasonable
grounds to suspect that such is the case, BrightCoin may immediately,
and without notice to you, suspend or terminate your Account and
refuse any and all use by you of the Website and the Services.
REGISTRATION ON THE WEBSITE AND YOUR USE OF THE WEBSITE AND THE
SERVICES ARE VOID WHERE PROHIBITED.
INFORMATION YOU PROVIDE ON THE WEBSITE MUST BE CORRECT, TRUE AND NOT
MISLEADING. SUBMITTING TRUE AND ACCURATE INFORMATION ON THE WEBSITE
IS ABSOLUTELY ESSENTIAL.
your Password Account Keys
are solely responsible for safeguarding the confidentiality of your
Account information and password and for any and all use of your
Account information and password, whether or not authorized by you.
Although BrightCoin will not be liable for any of your losses that
are caused by any unauthorized use of your Account, you may be liable
for the losses of BrightCoin or others due to such unauthorized use.
If you suspect any unauthorized use of your Account or unauthorized
access to your password, please contact BrightCoin immediately
are also responsible for safeguarding your Secret Account Keys
(“Secret Account Key”). Please note that once lost, the Secret
Account Keys cannot be retrieved by BrightCoin. Therefore, please
ensure you take utmost care in protecting and safeguarding your
Secret Account Keys. BrightCoin does not store any information
pertaining to you Secret Account keys.
the event that BrightCoin/Users suffers losses as a result of your
loss of the Secret Account Key, you agree to defend, indemnify, and
hold BrightCoin harmless from all such injury and losses.
Correct Wallet addresses
is the User's responsibility to ensure that all wallet addresses and
other relevant details provided on the Website are accurate.
BrightCoin shall not be responsible for any losses incurred by a User
as a result of User’s failure to enter accurate wallet addresses
and other relevant details.
NOTE THAT ONCE A TOKEN/COIN HAS BEEN DISTRIBUTED TO A WALLET, THE
TRANSACTION CANNOT BE UNDONE.
AGREES TO DEFEND AND INDEMNIFY BRIGHTCOIN IF BRIGHTCOIN/USERS SUFFERS
ANY LOSSES AND INJURY AS RESULT OF A USER ENTERING A WRONG WALLET
ADDRESS ON THE WEBSITE.
do not have the right to transfer your Account to any individual or
entity and BrightCoin reserves the right to remove or reclaim your
Account if BrightCoin determines, in its sole discretion, that such
action is appropriate under the circumstances. You agree that you
will not create an Account for any individual other than yourself
(or, if applicable, the entity you represent).
USE OF THE WEBSITE & THE SERVICES
provides a funding platform for startups. When a founder posts an ICO
on BrightCOIN, you’re inviting investors to form a contract with
you. An Investor who funds a project is accepting the founders offer,
and forming that contract. BrightCOIN is not a part of this contract:
the contract is a direct legal agreement between founders and your
investors. The startup is solely responsible for fulfilling the
promises made in their project. If the startup is unable to satisfy
the terms of their agreement, they may be subject to legal action by
agree that you will use the Website and the Services solely in a
manner consistent with the User Agreements. We don’t become
involved in disputes between users, or between users and any third
party relating to the use of the Services.
ASSUME ALL RISK WHEN USING THE WEBSITE AND THE SERVICES, AND YOU
ACKNOWLEDGE THAT BRIGHTCOIN CANNOT GUARANTEE AND DOES NOT PROMISE ANY
SPECIFIC RESULTS FROM YOUR USE OF THE WEBSITE AND THE SERVICES.
some of the Services relate to legal, tax, investment or accounting
matters, neither we nor any of the professionals providing such
content are providing such professional advice to you, and you
acknowledge that there is no professional relationship (including
without limitation any attorney-client relationship) between you and
any of the same, unless you and such party specifically agree
represent and warrant to BrightCoin that you own all rights in and to
the content posted by you on, through or in connection with the
Website or the Services ("User
or otherwise have all the rights, power and authority legally
required to grant BrightCoin the rights in your User Content pursuant
to the TOS and the Additional Terms; and the posting of your User
Content on or through the Website does not violate the TOS or violate
the privacy rights, publicity rights, intellectual property rights
(including, without limitation, copyrights and trademarks), contract
rights or any other rights of any person or entity, whether or not
such person or entity is depicted or appears/performs in your User
Content. You agree that you are solely responsible for the User
Content that you post on or through the Website and any material or
information that you transmit to other users of the Website or the
hereby grant BrightCoin a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, sub licensable (through multiple tiers)
right to exercise all copyright, publicity rights, and any other
rights you have in the User Content, in any media now known or not
currently known in order to perform and improve upon the Website and
& Text Messages
a User you understand and agree that you may receive information and
push notifications from BrightCoin via text messaging or email. You
hereby consent to receive communications via the text message or
emails on the mobile number or email ID registered on our Website. As
a User, you agree that BrightCoin may electronically provide you (via
email or postings or links on the Website) with invoices, documents,
notices and other communications regarding the Website, the Services
and/or your use thereof, as well as special offers, promotions,
commercial advertisements, marketing materials, etc. You agree that
BrightCoin may send the foregoing communications to you via your
Account or any email address which you provide to BrightCoin as part
of your Account registration or otherwise. You acknowledge that you
may incur additional charges or fees from your wireless provider for
these communications, including text message charges and data usage
fees, and you acknowledge and agree that you are solely responsible
for any such charges and fees and not BrightCoin.
can always unsubscribe from our commercial or promotional emails, but
we will still send you transactional and relational emails about your
Account, use of our Website and Services.
can opt out of receiving promotional and marketing emails from us by
sending an email to email@example.com.
can opt out of receiving push notifications through your device
settings. Please note that opting out of receiving push notifications
may impact your use of our Services.
DISCLAIMER REGARDING RISK OF DEALING
uses various techniques to verify the accuracy of the information
provided by Users. However, in view of the limitations in
verification on the Internet, BrightCoin cannot confirm the identity
of all its Users. We encourage you to use the various tools and
content available on the Website, as well as elsewhere, to evaluate
the users with whom you are dealing.
BrightCoin hereby reserves the right to conduct random checks on its
Users at any point after their registration on the Website. A User
may register with the Website, provided that he or she submits
certain information necessary to conduct a check at any time.
may require our Users to provide us with their Passports
(“Passports”) and any other relevant document necessary to
complete a User identity verification. User hereby agrees to provide
all relevant document including but not limited to User Passports as
may be requested by BrightCoin from time to time.
acknowledge that there are risks of dealing with other Users acting
under false pretenses, and you assume the risks of liability or harm
of any kind in connection with transactions of any kind relating to
goods and/or services that are the subject of transactions using the
Website. Such risks shall include, but are not limited to,
misrepresentation of information about a user or a Startup, breach of
warranty, breach of contract, and violation of third-party rights and
AGREE THAT BRIGHTCOIN SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY
DAMAGES, LIABILITIES, COSTS, HARMS, INCONVENIENCES, BUSINESS
DISRUPTIONS OR EXPENDITURES OF ANY KIND THAT MAY ARISE AS A RESULT OF
OR IN CONNECTION WITH ANY TRANSACTIONS WITH OTHERS USING THE WEBSITE.
a condition of your access to the Website and use of the Services,
you are prohibited from (i) posting, uploading, exhibiting,
communicating or distributing content which violates any applicable
laws, rules or regulations or which BrightCoin, in its sole and
absolute discretion, deems to be inappropriate and (ii) engaging in
conduct which violates any applicable laws, rules or regulations or
which BrightCoin, in its sole and absolute discretion, deems to be
inappropriate. Examples of such prohibited content and prohibited
conduct include, without limitation, the following:
uploading or transmitting any content that violates any privacy
right, publicity right, patent, trademark, trade secret, copyright
or other proprietary right, or contract right or other right of any
uploading or transmitting any content or engaging in any conduct
that is offensive, harmful, threatening, abusive, harassing,
defamatory, libelous, or obscene or that is unlawful in any manner
or that degrades, intimidates, promotes or incites racism, bigotry,
hatred or physical harm of any kind against any group or individual,
including, without limitation, on the basis of religion, gender,
sexual orientation, race, ethnicity, age, or disability;
uploading or transmitting any content that is pornographic or that
exploits people (adults or children) in a sexual or violent manner;
or contains nudity, excessive violence, or offensive subject matter
or that contains a link to any of the foregoing types of content or
to an adult website or in any way using the Website or the Services
in connection with any adult entertainment or pornography business;
reproducing, modifying (including, without limitation, altering,
obscuring, deleting, etc. any copyright or other legally required
notices, credits, logos, trademarks, etc.), creating derivative
works from, or distributing in any manner or medium any content
posted on the Website or through the Services in any manner that is
in violation of the terms of the User Agreements or other applicable
any person or entity, or submitting any materials to the Website or
through the Services that are false, inaccurate, deceptive,
misleading, unlawful, or are otherwise in violation of the TOS or
the Additional Terms, including, without limitation, utilizing
misleading email addresses, or forged headers or otherwise
manipulated identifiers in order to disguise the origin of any
content transmitted to the Website or through the Services;
as explicitly permitted by the TOS and Additional Terms, or
otherwise pre-approved in writing by BrightCoin, engaging in any
commercial activity on the Website or including any links to
commercial services or websites or uploading, posting or otherwise
transmitting any content that contains advertising or any
solicitation regarding products, goods or services;
with any user's right to privacy; soliciting or collecting user
names, passwords, emails, personal identifying information or other
information from any user; engaging in conduct that poses or creates
a privacy or security risk to any person; or posting private
information about a third party;
in conduct that involves the posting, uploading or transmission of
unsolicited or unauthorized advertising or promotional materials,
"junk mail," "chain letters," unsolicited mass
mailing, "spimming," or "spamming"
in any action or inaction that could disable, overload, impair the
infrastructure of the Website or impair the proper functioning of
the Website or the Services, including, without limitation,
uploading, posting or otherwise transmitting any software or
materials which contain a virus or other harmful or disruptive
component; circumventing, altering or interfering with any computer
software, or security-related features of the Website or the
Services; or deciphering, decompiling, disassembling or reverse
engineering any of the software comprising or in any way utilized in
connection with the Website or the Services;
or attempting to access the Website or the Services using automated
means (such as harvesting bots, robots, spiders, or scrapers) or
gaining, or attempting to gain, unauthorized access to any servers,
computer systems or databases utilized in connection with the
Website or the Services;
the communication systems provided by the Website for any
solicitation or other commercial purposes, except as explicitly
permitted by the User Agreements or otherwise authorized by
BrightCoin, or BrightCoin and the specific user, as applicable;
posting or transmitting any content that advocates or provides
instruction on illegal activity or communicating on or through the
Website regarding illegal activities with the intent to commit them;
any untrue statement of a material fact or omitting to state a
material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not
misleading, in connection with the purchase or sale of any security;
in any conduct that in BrightCoin's sole discretion restricts or
inhibits any other user from enjoying the use of the Website or any
of the Services.
reserves the right to charge fees for use of the Website or specific
Services and may change the fees that it charges. Before you pay any
fees, you will have an opportunity to review the fees that you will
be charged. All fees are non-refundable. You agree that, in addition
to all other amounts payable under the TOS or the Additional Terms,
you are responsible for paying all sales, use, value added or other
taxes - federal, state or otherwise - however designated, that are
levied or imposed by reason of your use of the Website and the
FEE IMPOSED BY BRIGHTCOIN ON STARTUPS IS DETAILED UNDER SECTION
OF THIS AGREEMENT.
Website and the Services are and contain proprietary property/content
of BrightCoin (such as logos, copyrights, trademarks, technology,
processes, etc.) ("BrightCoin
which may be protected by copyright, trademark, patent, trade secret
and other laws. BrightCoin owns and retains all rights in and to the
BrightCoin Proprietary Property. "BrightCoin" and the
BrightCoin logo are trademarks of BrightCoin, Inc. BrightCoin hereby
grants you a limited, revocable, non-sublicensable license to display
and/or utilize the BrightCoin Proprietary Property solely for your
use in connection with using the Website and the Services for the
purposes (if any) authorized by the User Agreement. Except as
explicitly permitted in the TOS or any Additional Terms, you do not
have the right to use the BrightCoin Proprietary Property for any
commercial use or to receive any monetary or other compensation in
connection with the BrightCoin Proprietary Property. Except as
expressly provided by the TOS or the Additional Terms, your use of
the BrightCoin Proprietary Property is strictly prohibited.
Services may contain proprietary property/content provided by third
party BrightCoin licensors (such as logos, copyrights, trademarks,
Party Proprietary Property").
Unless otherwise expressly provided by the TOS or the Additional
Terms, your use of the Third Party Proprietary Property is strictly
of Proprietary Property
expressly provided by the TOS or the Additional Terms, you may not
copy, modify, edit, translate, publish, broadcast, transmit,
distribute, perform, display, sell or otherwise use any BrightCoin
Proprietary Property, any Third Party Proprietary Property or any
other content appearing on or through the Website. You acknowledge
that BrightCoin is not responsible for, does not control and makes no
representation or warranty regarding the reliability, accuracy,
usefulness, safety, legitimacy or quality of any content. BrightCoin
does not endorse any content on the Website or any statement,
opinion, suggestion or advice contained therein, and BrightCoin
expressly disclaims any and all liability in connection therewith.
You agree that you will bear any and all risk of reliance on the
accuracy, validity or legitimacy of any content on the Website.
BrightCoin Website enables a Startup to create a crypto coin (Coin)
and distribute and collect funds using these Coins. Any Coins created
using the Website for a Startup is the property of that Startup. The
Startup shall own the proprietary intellectual property over such
Coins. Startups will have the right to Trademark these coins and
obtain other intellectual property protections as they may deem
necessary. The Startup shall not obtain any right over any BrightCoin
Proprietary Property or any Third Party Proprietary Property that may
be embedded in such a Coin.
reserve the right, at our sole discretion, to change or modify these
TOS or any part of the User Agreements at any time. In the event, we
modify these TOS or any part of the User Agreements, such
modifications shall be binding on you only upon your acceptance of
the modified terms. We will inform you about the modifications via
email or comparable means within 15 days of
such modification. We will also post the modified version on this
page. Your continued use of the Website and the Services shall
constitute your consent to such changes. BrightCoin may change,
modify, suspend, or discontinue any aspect of the Website and the
Services at any time without notice or liability.
COPYRIGHT INFRINGEMENT/DMCA NOTICE
you believe that any content on our Website violates your copyright,
and you wish to have the allegedly infringing material removed, the
following information in the form of a written notification (pursuant
to 17 U.S.C. § 512(c) (“DMCA
must be provided to our designated Copyright Agent. It is our policy
to terminate the accounts of repeat infringers.
physical or electronic signature;
of the copyrighted work(s) that you claim to have been infringed;
of the material on our services that you claim is infringing and
that you request us to remove;
information to permit us to locate such material;
address, telephone number, and e-mail address;
statement that you have a good faith belief that use of the
objectionable material is not authorized by the copyright owner, its
agent, or under the law; and
statement that the information in the notification is accurate, and
under penalty of perjury, that you are either the owner of the
copyright that has allegedly been infringed or that you are
authorized to act on behalf of the copyright owner.
BrightCoin Copyright Agent to receive the DMCA Takedown Notices is
Amitej Singh Mundy, Brightcoin, Inc., Attn: DMCA Notice, 440 North
Wolfe Road, Sunnyvale, CA 94085.
You acknowledge that for us to be authorized to take down any
content, your DMCA takedown notice must comply with all the
requirements of this Section
Please note that, pursuant to 17 U.S.C. § 512(f), any
misrepresentation of material fact (falsities) in a written
notification automatically subjects the complaining party to
liability for any damages, costs and attorney's fees incurred by us
in connection with the written notification and allegation of
TO THIRD PARTY WEBSITES
Website and the Services may contain links to independent third-party
websites and/or services (collectively, "Third-Party
The Third-Party Linked Sites are not under BrightCoin’s control,
and BrightCoin does not endorse, is not responsible for and shall
have no liability to you with respect to the business practices,
privacy policies or content, materials, information, merchandise,
products or services displayed, featured, mentioned, advertised,
distributed or sold on or through such Third-Party Linked Sites. By
accessing a Third-Party Linked Site, you may be disclosing your
private information and be exposing yourself to content that you find
disturbing. It is your responsibility to read and understand the
privacy, membership, payment and other policies of the Third-Party
Linked Sites and to determine on your own whether or not you will
have any interaction with any of the Third-Party Linked Sites.
BrightCoin encourages you not to provide any personally identifiable
information to any Linked Site unless you know and are comfortable
with the party with whom you are interacting. You agree that
BrightCoin is not responsible for and shall have no liability to you,
with respect to merchandise, products, and/or services advertised,
featured, mentioned, sold, distributed, displayed or linked on or
through the Site or the Services.
the event that any information is disclosed to you through your
access to the Website and/or the Services related in any way to
BrightCoin and BrightCoin’s business and its customers which we
deem to be confidential and proprietary, you agree to promptly notify
BrightCoin about such disclosure and hold such information in the
strictest of confidence. You acknowledge and agree that any
questions, comments, suggestions, ideas, feedback or other
information about the Website and/or the Services (“Submissions”),
provided by you to us are non-confidential and we will be entitled to
the unrestricted use and dissemination of these Submissions for any
purpose, commercial or otherwise, without acknowledgment or
compensation to you.
DISCLAIMER, EXCLUSION OF WARRANTIES
PROVIDES ITS USERS WITH A SELECTION OF SERVICES, TOOLS AND RESOURCES
WITH THE GOAL OF CONNECTING ENTREPRENEURS WITH INVESTORS WHO MAY BE
ABLE TO PROVIDE FINANCING, ADVICE AND OTHER SUPPORT TO THEIR
IS NOT A "BROKER," "DEALER" OR "FUNDING
PORTAL" (AS DEFINED IN SECTION
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
BRIGHTCOIN DOES NOT ENDORSE ANY THIRD PARTIES, OR THIRD-PARTY
CONTENT, INCLUDING, WITHOUT LIMITATION, ANY STARTUP SEEKING TO RAISE
CAPITAL THROUGH THE WEBSITE OR USING THE SERVICES. BRIGHTCOIN MERELY
SERVES AS A PLATFORM FOR INTERACTIONS BETWEEN STARTUP ENTREPRENEURS
BRIGHTCOIN IS NOT A PART OF THE CONTRACT BETWEEN STARTUPS AND
WEBSITE AND THE SERVICES, AND ALL OF THE CONTENT, INFORMATION,
ADVICE, FEEDBACK AND MATERIALS POSTED ON OR PROVIDED BY OR THROUGH
THE WEBSITE OR THE SERVICES ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY OR
FITNESS FOR A PARTICULAR PURPOSE. BY USING THE WEBSITE AND/OR THE
SERVICES, YOU AGREE TO USE YOUR OWN JUDGMENT, CAUTION AND COMMON
SENSE IN MANAGING ALL CONTENT, INFORMATION, ADVICE, FEEDBACK AND
MATERIALS OFFERED AND YOU AGREE THAT ANY USE YOU MAKE OF SUCH
CONTENT, INFORMATION ADVICE, FEEDBACK OR MATERIALS IS AT YOUR OWN
RISK. YOU ACKNOWLEDGE THAT BRIGHTCOIN DOES NOT EVALUATE OR GUARANTEE
AND SHALL NOT BE RESPONSIBLE FOR THE, INFORMATION, ADVICE AND/OR
FEEDBACK SERVICES GIVEN THROUGH THE WEBSITE OR THE SERVICES.
BRIGHTCOIN IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING
FROM YOUR RELIANCE ON ANY OF THE FOREGOING CONTENT, INFORMATION,
ADVICE, FEEDBACK OR MATERIALS.
IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
AS TO ANY USER OR THIRD-PARTY CONTENT POSTED ON, THROUGH OR IN
CONNECTION WITH THE WEBSITE OR THE SERVICES, INCLUDING, WITHOUT
LIMITATION, ANY CONTENT THAT IS UNAUTHORIZED OR VIOLATES THE TOS OR
THE ADDITIONAL TERMS, AND SUCH CONTENT DOES NOT NECESSARILY REFLECT
THE OPINIONS OR POLICIES OF BRIGHTCOIN. UNDER NO CIRCUMSTANCES SHALL
BRIGHTCOIN BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT
LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE
WEBSITE OR THE SERVICES, FROM ANY CONTENT POSTED ON THE WEBSITE OR
THROUGH THE SERVICES (WHETHER SUCH CONTENT VIOLATES THE TOS OR
ADDITIONAL TERMS OR NOT), FROM ANY SERVICES OFFERED THROUGH THE
WEBSITE OR FROM THE CONDUCT OF ANY USER OF THE WEBSITE OR THE
SERVICES OR ANY USER OF ANY LINKED WEBSITE (REGARDLESS OF WHETHER
SUCH CONDUCT VIOLATES THE TOS OR ADDITIONAL TERMS, OR WHETHER SUCH
CONDUCT IS ONLINE OR OFFLINE).
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, ANY OF YOUR COMMUNICATIONS ON OR THROUGH THE WEBSITE.
BRIGHTCOIN IS NOT RESPONSIBLE FOR ANY MALFUNCTION OR OTHER PROBLEM
WITH ANY TELEPHONE NETWORK, TELEPHONE LINES, COMPUTER ONLINE SYSTEMS,
SERVERS, INTERNET SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR
FAILURE OF ANY EMAIL OR PLAYERS, INCLUDING, WITHOUT LIMITATION, ANY
PERSONAL INJURY OR PROPERTY DAMAGE. BRIGHTCOIN DOES NOT GUARANTEE ANY
RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE WEBSITE OR THE
SERVICES AND BRIGHTCOIN MAKES NO REPRESENTATION OR WARRANTY THAT THE
WEBSITE, THE SERVICES OR THE INFORMATION OR SERVICES PROVIDED THEREBY
WILL MEET YOUR REQUIREMENTS. IF YOU ARE IN ANY WAY DISSATISFIED WITH
THE WEBSITE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR
USE OF THE WEBSITE AND/OR THE SERVICES. BRIGHTCOIN DISCLAIMS ANY AND
ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF
ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE
WEBSITE, YOU AGREE THAT BRIGHTCOIN SHALL NOT BE LIABLE FOR ANY
UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE
PLEASE NOTE THAT ONCE COIN/TOKENS HAVE BEEN DISTRIBUTED USING THE
WEBSITE AND THE SERVICES, THE TRANSACTION CANNOT BE UNDONE.
BRIGHTCOIN DOES NOT HAVE THE POWER TO UNDO ANY TRANSACTION ONCE THE
COINS/TOKEN HAVE BEEN DISTRIBUTED AMONG THE INVESTORS. BRIGHTCOIN
WILL NOT BE RESPONSIBLE FOR ANY LOSSES INCURRED BY A USER AS RESULT
OF COIN/TOKEN DISTRIBUTION.
ARE RESPONSIBLE FOR SAFEGUARDING YOUR SECRET ACCOUNT KEYS (“SECRET
ACCOUNT KEY”). PLEASE NOTE THAT ONCE LOST, THE SECRET ACCOUNT KEYS
CANNOT BE RETRIEVED BY BRIGHTCOIN. BRIGHTCOIN DOES NOT STORE ANY
INFORMATION PERTAINING TO YOU SECRET ACCOUNT KEYS. IN THE EVENT THAT
BRIGHTCOIN/USERS SUFFERS LOSSES AS A RESULT OF YOUR LOSS OF THE
SECRET ACCOUNT KEY, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD
BRIGHTCOIN HARMLESS FROM ALL SUCH INJURY AND LOSSES.
IN ANY EVENT BRIGHTCOIN SUSPECTS A FRAUD ON BEHALF OF ANY USER,
BRIGHTCOIN RESERVES THE RIGHT TO IMMEDIATELY SUSPEND ALL TRANSACTIONS
ASSOCIATED WITH SUCH USER AND WITHHOLD ALL FUNDS ASSOCIATED WITH SUCH
USER UNTIL THE FRAUDULENT CLAIM IS SATISFIED.
TAKES ALL REASONABLE STEPS NECESSARY TO ENSURE THAT BRIGHTCOIN
SERVICES AND THE WEBSITE ARE HOSTED ON A SECURE SERVER AND BRIGHTCOIN
WEBSITE IS NOT HACKED. HOWEVER, IT IS NOT FULL PROOF THAT BRIGHTCOIN
WILL NOT BE HACKED AT ANY TIME. IN THE EVENT THAT BRIGHTCOIN IS
HACKED YOU WILL BE FULLY RESPONSIBLE FOR ANY AND LOSSES ARISING AS A
RESULT OF SUCH HACKING. YOU AGREE THAT BRIGHTCOIN WILL HOLD NO
RESPONSIBILITY IN THIS REGARD.
LIMITATION OF LIABILITY
NO EVENT SHALL BRIGHTCOIN, ITS AFFILIATES, LICENSORS, SPONSORS,
OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS,
DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) RESULTING FROM (I)
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON THE WEBSITE
OR THROUGH THE WEBSITE OR THE SERVICES, (II) PERSONAL INJURY OR
PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS
TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE WEBSITE OR
THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO
YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY
CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE
WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY
DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD
PARTIES (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF BRIGHTCOIN SERVERS
AND/OR ANY AND ALL PERSONAL AND/OR OTHER INFORMATION STORED THEREIN,
(V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE
WEBSITE OR THROUGH THE WEBSITE OR ANY OF THE SERVICES, (VI) ANY BUGS,
VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR
THROUGH THE WEBSITE OR THE SERVICES BY ANY THIRD PARTY, (VII)
UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR
CONTENT, (VIII) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE
TO YOU THROUGH THE WEBSITE OR THE SERVICES AND/OR (IX) ANY ERRORS OR
OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND
INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED,
EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR
THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BRIGHTCOIN
IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY
SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
ANY LIMITATION OF LIABILITY IN THIS TOS OR ANY OTHER USER AGREEMENT
SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION, BUT NO LIMITATION OF LIABILITY IN ANY USER AGREEMENT IS
INTENDED TO LIMIT THE RIGHTS OF ANY PERSON UNDER FEDERAL AND STATE
agree to defend, indemnify and hold BrightCoin, its subsidiaries,
affiliates, licensors and assignees and their respective officers,
directors, managers, stockholders, members, agents, partners and
employees (the "BrightCoin
harmless, from and against any and all claims, actions, suits,
demands or other proceedings brought by or on behalf of any third
party, and to indemnify and hold the BrightCoin Indemnitees harmless
against any losses, liabilities and other damages (including, but not
limited to, reasonable attorneys' fees), in any case arising out of
or related to (i) your access to and/or use of the Website and the
Services, including, without limitation, your use of the Website and
the Services in connection with any transaction in securities; (ii) a
violation or breach by you, or any user of your account, of any
provision of the TOS or of any Additional Terms, including, without
limitation, a breach of any of the representations, warranties or
agreements set forth in the TOS and the Additional Terms; and/or
(iii) any content that you post on or through the Website or the
Services. This defense and indemnification obligation will survive
following the termination of your use of the Website and the
may terminate your account at any time by contacting BrightCoin at
you terminate your account, you remain obligated to pay all
outstanding fees, if any, incurred prior to termination relating to
your use of the Services. If you violate any provision of this TOS,
your permission from BrightCoin to use the Services will terminate
automatically. In addition, BrightCoin may in its sole discretion
terminate your user account for the Website or Services or suspend or
terminate your access to the Website or Services at any time for any
reason or no reason, with or without notice. BrightCoin also reserves
the right to modify or discontinue the Service at any time (including
by limiting or discontinuing certain features of the Service),
temporarily or permanently, without notice to you. We will have no
liability whatsoever on account of any change to the Service or any
suspension or termination of your access to or use of the Service.
MONEY LAUNDERING & KNOW YOUR CUSTOMER (AML & KYC)
is committed to complying with relevant global Anti Money Laundering
rules, regulations and guidelines. As a part of its AML obligations
BrightCoin will carry out at its discretion a Know Your Customer
process with all Users i.e., Startups and/or Investors.
addition to ensuring compliance with AML rules, regulations and
guidelines, BrightCoin collects and verifies information about you as
per our AML
& KYC Policy
in order to: (a) protect BrightCoin and the community from fraudulent
users, and (b) to keep appropriate records of BrightCoin's customers.
details regarding AML & KYC compliance are detailed under
of this TOS and also under Section
of the Investor Agreement.
Also, please see our KYC
and AML Policy
for a detailed understanding of our KYC & AML policies and
ANTI-BRIBERY AND EXPORT COMPLIANCE
agree not to promote, approach or use, distribute, transfer, provide,
sub-license, share with, or otherwise offer the Website or the
Services in violation of any Laws or this Agreement, including,
without limitation, the US Foreign Corrupt Practices Act, the UK
Bribery Act and similar anti-corruption statutes in all
jurisdictions. Without limiting the foregoing, you will not knowingly
directly or indirectly export, re-export, transfer, make available or
release (collectively, “Export”) the Website and the Services to
any destination, person, entity or end use prohibited or restricted
under US law without prior US government authorization to the extent
required by regulation, including without limitation, any parties
listed on any of the denied parties lists or specially designated
nationals lists maintained under the EAR or the Security, and the
Foreign Asset Control Regulations (31 CFR 500 et seq.) administered
by the US Department of Treasury, Office of Foreign Assets Control
without appropriate US government authorization to the extent
required by regulation.
Agreement will be governed by the law of the State of Delaware,
without respect to its conflicts of laws principles. Each of the
parties to this Agreement consents to the exclusive jurisdiction and
venue of the state and federal courts located in California, for any
actions not subject to Dispute Resolution and Arbitration provisions
as set forth in Section
DISPUTE RESOLUTION & ARBITRATION
READ THE FOLLOWING SECTION
CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND
CLAIMS WITH BRIGHTCOIN
LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
for any disputes, claims, suits, actions, causes of action, demands
or proceedings (collectively, “Disputes”)
in which either party seeks to bring an individual action in small
claims court or seeks injunctive or other equitable relief for the
alleged unlawful use of intellectual property, including, without
limitation, copyrights, trademarks, trade names, logos, trade secrets
or patents, you and BrightCoin agree (a) to waive your and
BrightCoin’s respective rights to have any and all Disputes arising
from or related to this User Agreement, use of our Services and the
App, resolved in a court, and (b) to waive your and BrightCoin’s
respective rights to a jury trial. INSTEAD, YOU AND BRIGHTCOIN AGREE
TO ARBITRATE DISPUTES THROUGH BINDING ARBITRATION (which is the
referral of a Dispute to one or more persons charged with reviewing
the Dispute and making a final and binding determination to resolve
it instead of having the Dispute decided by a judge or jury in
Class Arbitrations, Class Actions or Representative Actions
and BrightCoin agree that any Dispute arising out of or related to
these TOS or the Websites, content or products is personal to you and
BrightCoin and that such Dispute will be resolved solely through
individual arbitration and will not be brought as a class
arbitration, class action or any other type of representative
proceeding. You and BrightCoin agree that there will be no class
arbitration or arbitration in which an individual attempt to resolve
a Dispute as a representative of another individual or group of
individuals. Further, you and BrightCoin agree that a Dispute cannot
be brought as a class or other type of representative action, whether
within or outside of arbitration, or on behalf of any other
individual or group of individuals.
and BrightCoin agree that these TOS affect interstate commerce and
that the enforceability of this Section
will be both substantively and procedurally governed by and construed
and enforced in accordance with the Federal Arbitration Act, 9 U.S.C.
§ 1 et seq. (the “FAA”),
to the maximum extent permitted by applicable law.
Informal Dispute Resolution
and BrightCoin agree that each party will notify the other party in
writing of any arbitrable or small claims Dispute within 30 days of
the date it arises, so that the parties can attempt in good faith to
resolve the Dispute informally. Notice to BrightCoin will be sent by
certified mail or courier to Brightcoin, LLC., Attn: Legal, 440
North Wolfe Road, Sunnyvale, CA 94085.
notice must include (a) your name, postal address, telephone number,
the email address you use or used for your BrightCoin
account and, if different, an email address at which you can be
contacted, (b) a description in reasonable detail of the nature or
basis of the Dispute, and (c) the specific relief that you are
seeking. Our notice to you will be sent electronically in accordance
with this User Agreement and will include (x) our name, postal
address, telephone number and an email address at which we can be
contacted with respect to the Dispute, (y) a description in
reasonable detail of the nature or basis of the Dispute, and (z) the
specific relief that we are seeking. If you and BrightCoin cannot
agree how to resolve the Dispute within 30 days after the date notice
is received by the applicable party, then either you or BrightCoin
may, as appropriate and in accordance with this Section
commence an arbitration proceeding.
FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL
ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE
RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY,
INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES,
LOGOS, TRADE SECRETS OR PATENTS, YOU AND BRIGHTCOIN AGREE THAT ANY
DISPUTE MUST BE COMMENCED OR FILED BY YOU OR BRIGHTCOIN WITHIN 1 YEAR
OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS
PERMANENTLY BARRED (WHICH MEANS THAT YOU AND BRIGHTCOIN WILL NO
LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE).
and BrightCoin agree that (a) any arbitration will occur in San
Francisco, California, (b) arbitration will be conducted
confidentially by a single arbitrator in accordance with the
Commercial Arbitration Rules and the Supplementary Procedures for
Consumer Related Disputes (the “AAA
then in effect, except as modified by this “Dispute Resolution”
and (c) that the state or federal courts of the State of Illinois,
have exclusive jurisdiction over any appeals and the enforcement of
an arbitration award. You may also litigate a Dispute in the small
claims court located in the county of your billing address if the
Dispute meets the requirements to be heard in small claims court.
limited by the FAA, these TOS and the applicable AAA rules, the
arbitrator will have (a) the exclusive authority and jurisdiction to
make all procedural and substantive decisions regarding a Dispute,
including the determination of whether a Dispute is arbitral, and (b)
the authority to grant any remedy that would otherwise be available
in court; provided, however, that the arbitrator does not have the
authority to conduct a class arbitration or a representative action,
which is prohibited by these TOS. The arbitrator may only conduct an
individual arbitration and may not consolidate more than one
individual’s claims, preside over any type of class or
representative proceeding or preside over any proceeding involving
more than one individual. Notwithstanding anything to the contrary
herein or the applicable AAA rules. discovery in the arbitration will
be limited to one set of interrogatories, one set of requests for
admissions, and one set of requests for production of documents.
arbitrator’s award of damages must be consistent with the terms of
the “Limitation of Liability” section above as to the types and
amounts of damages for which a party may be held liable. The
arbitrator may award declaratory or injunctive relief only in favor
of the claimant and only to the extent necessary to provide relief
warranted by the claimant’s individual claim. If you prevail in
arbitration you will be entitled to an award of attorney's’ fees
and expenses, to the extent provided under applicable law. We will
not seek, and hereby waives all rights it may have under applicable
law to recover, attorneys’ fees and expenses if it prevails in
AAA Rules are available at www.adr.org or
by calling the AAA at 1-800-778-7879. By agreeing to be bound by
these TOS, you either (a) acknowledge and agree that you have read
and understand the rules of AAA, or (b) waive your opportunity to
read the rules of AAA and any claim that the rules of AAA are unfair
or should not apply for any reason.
any term, clause or provision of this Section
is held invalid or unenforceable, it will be so held to the minimum
extent required by law, and all other terms, clauses and provisions
of this Section
will remain valid and enforceable. Further, the waivers set forth
herein are severable from the other provisions of these TOS and will
remain valid and enforceable, except as prohibited by applicable law.
HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN 30 DAYS OF
THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION
BY WRITING TO: BRIGHTCOIN, LLC., RE: OPT-OUT,
North Wolfe Road, Sunnyvale, CA 94085.
ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME
AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION.
BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE
DISPUTES IN ACCORDANCE WITH SECTION
may not transfer or assign any rights or obligations that you have
under the User Agreement without BrightCoin’s prior written
consent. BrightCoin reserves the right to transfer or assign this
User Agreement or any right or obligation under this User Agreement
at any time.
ADDITIONAL TERMS FOR STARTUPS/FOUNDERS
Representations & Warranties
hereby represent and warrant to BrightCoin that the information
submitted about your Startup on our Website is correct and complete.
You understand and agree that if any event occurs or circumstance
arises that causes the information in Startup's profile to be untrue
or misleading in any material respect, then you must promptly update
such information to make it true and correct in all material respects
prior to using the Website and/or any of our Services.
understand that in order to raise capital using our Website and our
Services, you will be required to submit accurate and true
information about yourself and your Startup on our Website. Please
ensure strict compliance with this requirement. You agree to defend,
indemnify and hold us and the BrightCoin Indemnitees, harmless from
any and all damages, fees, costs (including legal fees), claims,
actions, losses, liabilities, lawsuits, settlements, and other
comparable charges (collectively “Damages”)
resulting from inaccurate, false, untrue, incomplete and/or
misleading information submitted by you to us.
AND ONLY YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGES
RESULTING FROM SUBMITTING FALSE AND MISLEADING INFORMATION ON OUR
agree to be fully responsible for any and all consequences and claims
related to any investment that is made in your Startup through the
Website in reliance upon such information.
UNDERSTAND THAT THE OFFER AND SALE OF SECURITIES, INCLUDING, WITHOUT
LIMITATION, STOCK, OPTIONS, CONVERTIBLE DEBT, WARRANTS AND OTHER
SIMILAR INSTRUMENTS (COLLECTIVELY “SECURITIES”),
IS REGULATED BY FEDERAL AND STATE LAW ("SECURITIES
AND THAT, IF YOU USE THE SERVICES AVAILABLE THROUGH THE WEBSITE TO
CONDUCT ANY TRANSACTION INVOLVING SECURITIES, YOU MUST DO SO IN
COMPLIANCE WITH APPLICABLE SECURITIES LAWS. PLEASE CONSULT YOUR LEGAL
ADVISOR TO ENSURE COMPLETE COMPLIANCE WITH THE US SECURITIES LAWS.
AGREE TO DEFEND, INDEMNIFY, AND HOLD US AND THE BRIGHTCOIN
INDEMNITEES, AS DEFINED BELOW, HARMLESS FROM ANY AND ALL DAMAGES
RESULTING FROM YOUR VIOLATION OF ANY SECURITIES LAWS.
UNDERSTAND THAT BRIGHTCOIN MAKES NO REPRESENTATION OR WARRANTY THAT
TRANSACTIONS CONDUCTED THROUGH THE WEBSITE WILL BE IN COMPLIANCE WITH
APPLICABLE (IF ANY) SECURITIES AND UTILITY LAWS, IN THE UNITED STATES
AND MALTA. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AVAILABLE
THROUGH THE WEBSITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES
OR UTILITIES DOES NOT ENSURE COMPLIANCE WITH APPLICABLE SECURITIES
LAWS AND UTILITY LAWS. YOU MUST DETERMINE INDEPENDENTLY WHETHER YOUR
TRANSACTION OVER OUR PLATFORM CONFORMS TO SUCH SECURITIES LAWS AND
& AML for
a technology platform that enables initial coin offerings (“ICO’s”)
in the US AND Malta, BrightCoin and all its Users are required to
ensure compliance with Anti-Money Laundering (“AML”)
Laws. KYC laws require BrightCOIN to conduct regular audits and know
who their customer or business partners are ensure that they have
verifiable identifiers. These Laws are essential to prevent fraud in
the financial transactions. AML Laws on the other hand have been
implemented to help detect and report suspicious activity including
the predicate offenses to money laundering and terrorist financing,
such as securities fraud and market manipulation.
in order to ensure compliance with the above-mentioned Laws,
BrightCoin collects and verifies information about you in order to:
(a) protect BrightCoin and the community from fraudulent users, and
(b) to keep appropriate records of BrightCoin's customers.
engage a third-party to conduct the KYC and AML checks on our Users
as may be required by the law from time to time. We also retain the
right to audit our Users in order to ensure compliance with KYC and
AML. In order to obtain details regarding our third-party auditor,
please send us an email at firstname.lastname@example.org.
please note that any Founder or entity that holds over 10% equity in
a Startup will be required to provide information as requested by
BrightCoin in order to ensure compliance with KYC and AML Laws.
reserves the right to charge a fee for running a KYC and AML
compliance check on the Startups. Please review Section 26 (f) (below
mentioned) for details in this regard.
additional details regarding our verification policies, please refer
to out KYC
& AML Policy.
addition to, and not in limitation of, the indemnity set forth in
Section 18 of the TOS, you agree to defend, indemnify and hold
BrightCoin and their subsidiaries, affiliates, licensors and
assignees and their respective officers, directors, managers,
stockholders, members, agents, partners and employees (the
harmless from and against any and all claims, actions, suits, demands
or other proceedings brought by or on behalf of any third party, and
to indemnify and hold the BrightCoin Indemnitees harmless against any
losses, liabilities and other damages (including, but not limited to,
reasonable attorneys' fees), in any case arising out of or related to
my use of the Website and the Services in connection with any
transaction in securities. You understand that this defense and
indemnification obligation will survive following the termination of
your use of the Website and the Services.
agree that BrightCoin shall have the right, but not the obligation,
to list and name your Startup on the Website as a customer who uses
the Services and in other materials promoting our Services.
further agree that if you use the Website to raise capital for your
Startup, BrightCoin has the right, during and after the term of the
User Agreement (as defined under the TOS), to list your Startup and
certain details of your transactions on the Website and in other
materials promoting our Services.
Levied on Startups
will levy a fee (“Fee”) on Startups in a manner detailed below.
No advance payments
$15,000 USD advance payment
$25,000 USD advance payment
Pay $30 per Registered Investor.
Note: all registration fees in the standard package are payable regardless if the individual deposits funds.
On the standard package you can raise a maximum of $1 million ($1,000,000). You can start with this package and as your fund raising approaches $1 Million you can upgrade to our Silver or Gold package at anytime. Please note: any fees paid with the Standard package will not be applied to the upgrade fees. EG: If you have 100 investor on the standard package you will pay 100*$50= $5000.00. When you upgrade to Silver or Gold you’ll pay an additional $15,000 or $25,000 respectively.
On the Silver package you can raise a maximum of $25 Million ($25,000,000) To raise more than $25 Million you should upgrade to the Gold package.
BrightCOIN reserves the right to terminate/turn off a token offering If there is no funding activity within 90 days of the offer going live on BrightCOIN.
There is a $3500 token distribution fee for the standard package. This fee is due before any tokens get distributed.
Accreditation is billed as soon as an investor inputs documents for verification. Billing is incurred regardless of the investor being approved or declined.
with respect to KYC & AML
charge its Users for general AML/ KYC and third party video identity
verification. BrightCoin will levy a charge of $3 per screen on the
Startup. These fees are billed as soon as contributor enters their details. Fees are levied regardless of the contributor being approved or declined.
the case of ICOs in the United States using Reg D 506c, an in-depth
third party accredited investor verification is required. BrightCoin
will charge a $50 per investor verification charge when conducting
verification with respect to ICOs in the United States.
BrightCOIN does not offer refunds for any fees including but not limited to upfront fees/KYC/AML/ID/registration fees and accreditation.
accredited investor verifications require no upfront payments,
instead are billed to your credit card on file.
customer service related items are your responsibility. For each
customer service related query sent to us, BrightCOIN charges $25 per
the event of a special case (refund, audit etc) BrightCOIN can charge
additional fees as required by the workload. These fees will be
informed to you prior to starting the job.
you require 3rd party adjudication services for AML/KYC the fee for
is $25 per adjudication.
All ETH transaction fees are the responsibility of the Startup.
User Agreements taken together constitute the entire agreement
between you and us with respect to the subject matter herein. Our
failure to exercise or enforce any right or provision of the User
Agreement will not constitute a waiver of such right or provision. If
any provision of this User Agreement is found by a court of competent
jurisdiction to be invalid, we both nevertheless agree that the court
should endeavor to give effect to our intentions as reflected in the
provision, and the other provisions of this User Agreement remain in
full force and effect. You agree that regardless of any statute or
law to the contrary, any claim or cause of action arising out of or
related to use of the Website and/or the Services or this User
Agreement must be filed within 1 year after such claim or cause of
action arose or be forever barred. A party’s failure to act with
respect to a breach by the other party does not constitute a waiver
of the party’s right to act with respect to subsequent or similar
breaches. All the sections intended to survive the termination of
this User Agreement will survive. The section titles in this User
Agreement are for convenience only and have no legal or contractual
may a contact BrightCoin at email@example.com. Please
report any misuse of the Website or the Services or any violations to
the User Agreements by either sending an email to BrightCoin at
or by writing to Brightcoin, LLC., at 440 North Wolfe Road,
Sunnyvale, CA 94085.
Except as explicitly stated otherwise, any notices to BrightCoin will
be given by certified mail, postage prepaid and return receipt
requested to Brightcoin, LLC., at 440 North Wolfe Road, Sunnyvale, CA
Any notices to you will be provided to you through our Website or
given to you via the email address or physical address you provide to
BrightCoin during the registration process.
BRIGHTCOIN BRANDING AND LOGO
BrightCoin logo is unique. You should not combine the BrightCoin logo
or name, or any portion of any of them, with any other logo, company
name, mark, or generic terms. Please do not edit, modify, distort,
rotate, or recolor the BrightCoin logo.
BrightCoin name and logos are trademarks of BrightCoin and may only
be used as described in in this
TOS. PLEASE DO NOTE USER OUR TRADEMARKS WITHOUT OUR EXPLICIT WRITTEN