Terms of Service
Brightcoin, Inc. (“BrightCoin,” “we,” “us,” or “our”) operates the website located at www.brightcoin.us (“Website”). BrightCoin is a technology platform that connects entrepreneurs (“Founders”), 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
By 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").
IF 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.
By 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" and "your" 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.
As a User, you acknowledge and understand that Brightcoin, Inc. is not a broker-dealer, funding portal or investment advisor.
- ADDITIONAL TERMS
You 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
- United States
BrightCoin’s Website and Services are available for use in the United States of America (“United States”). BrightCoin hereby agrees to ensure compliance with all applicable United States laws.
CITIZENS OF THE UNITED STATES CAN ONLY PARTICIPATE IN SECURITIES TOKENS UNDER REGULATION D 506C AND REGULATION A+ TIER 2.
BrightCoin’s Services i.e., with respect to creation and distribution of utility & security tokens are available from Malta as well.
We 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.
c. Restriction on Sanction Countries
BrightCoin’s Services are not available in the below mentioned Sanction Countries:
- North Korea;
- Cuba; and
PLEASE DO NOT REGISTER ON OUR WEBSITE OR USE OUR SERVICES IF YOU ARE A CITIZEN OF ANY OF THE ABOVE-MENTIONED COUNTRIES.
a. Account Creation
In 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 COMPLETE.
b. Information Submitted by Users
You 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. YOUR REGISTRATION ON THE WEBSITE AND YOUR USE OF THE WEBSITE AND THE SERVICES ARE VOID WHERE PROHIBITED.
ALL INFORMATION YOU PROVIDE ON THE WEBSITE MUST BE CORRECT, TRUE AND NOT MISLEADING. SUBMITTING TRUE AND ACCURATE INFORMATION ON THE WEBSITE IS ABSOLUTELY ESSENTIAL.
c. Safeguarding your Password Account Keys
You 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 at email@example.com.
You 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.
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.
d. Inputting Correct Wallet addresses
It 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.
PLEASE NOTE THAT ONCE A TOKEN/COIN HAS BEEN DISTRIBUTED TO A WALLET, THE TRANSACTION CANNOT BE UNDONE.
USER 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.
e. No Account Transfer
You 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
- How BrightCOIN functions
BrightCOIN 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 their investors.
b. General Disclaimers
You 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. YOU 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.
While 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 otherwise.
c. User Content
You 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 Content"), 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 Services.
You 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 the Services.
8. BRIGHTCOIN COMMUNICATIONS
a. Email & Text Messages
As 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.
b. Unsubscribe Options
You 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.
You can opt out of receiving promotional and marketing emails from us by sending an email to firstname.lastname@example.org.
You 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.
9. DISCLAIMER REGARDING RISK OF DEALING
BrightCoin 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.
However, 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.
We 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.
You 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 consequent claims.
YOU 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.
10. PROHIBITED CONDUCT
As 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:
- Posting, 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 party;
- Posting, 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;
- Posting, 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;
- Copying, 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 agreements;
- Impersonating 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;
- Except 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;
- Interfering 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;
- Engaging 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";
- Engaging 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;
- Accessing 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;
- Using 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;
- Uploading, 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;
- Making 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; and
- Engaging 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.
11. PAYMENT TERMS
BrightCoin 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 Services.
THE FEE IMPOSED BY BRIGHTCOIN ON STARTUPS IS DETAILED UNDER SECTION 26 OF THIS AGREEMENT.
12. PROPRIETARY RIGHTS
BrightCoin Proprietary Property
The Website and the Services are and contain proprietary property/content of BrightCoin (such as logos, copyrights, trademarks, technology, processes, etc.) ("BrightCoin Proprietary Property") 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.
Third-Party Proprietary Property
The Services may contain proprietary property/content provided by third party BrightCoin licensors (such as logos, copyrights, trademarks, etc.) ("Third Party Proprietary Property"). Unless otherwise expressly provided by the TOS or the Additional Terms, your use of the Third Party Proprietary Property is strictly prohibited.
Use of Proprietary Property
Unless 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.
Startup Proprietary Property
The 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.
We 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.
14. COPYRIGHT INFRINGEMENT/DMCA NOTICE
If 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 Takedown Notice”) must be provided to our designated Copyright Agent. It is our policy to terminate the accounts of repeat infringers.
- Your physical or electronic signature;
- Identification of the copyrighted work(s) that you claim to have been infringed;
- Identification of the material on our services that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number, and e-mail address;
- A 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
- A 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.
The 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 13. 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 copyright infringement.
15. LINK TO THIRD PARTY WEBSITES
The Website and the Services may contain links to independent third-party websites and/or services (collectively, "Third-Party Linked Sites"). 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.
In 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.
17. DISCLAIMER, EXCLUSION OF WARRANTIES
BRIGHTCOIN 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 STARTUPS. BRIGHTCOIN IS NOT A "BROKER," "DEALER" OR "FUNDING PORTAL" (AS DEFINED IN SECTION 3(A) 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 AND INVESTORS. BRIGHTCOIN IS NOT A PART OF THE CONTRACT BETWEEN STARTUPS AND INVESTORS.
THE 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.
BRIGHTCOIN 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).
BRIGHTCOIN 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 INFORMATION.
USERS 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.
USERS 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.
IF 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.
BRIGHTCOIN 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.
18. LIMITATION OF LIABILITY
IN 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 SECURITIES LAW.
You 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 Indemnitees") 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 Services.
You may terminate your account at any time by contacting BrightCoin at email@example.com. If 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.
21. ANTI MONEY LAUNDERING & KNOW YOUR CUSTOMER (AML & KYC)
BrightCoin is committed to complying with relevant global Anti Money Laundering (“AML”) rules, regulations and guidelines. As a part of its AML obligations BrightCoin will carry out at its discretion a Know Your Customer (“KYC”) process with all Users i.e., Startups and/or Investors.
In 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.
Further details regarding AML & KYC compliance are detailed under Section 26 of this TOS and also under Section 15 of the Investor Agreement. Also, please see our KYC and AML Policy for a detailed understanding of our KYC & AML policies and practices.
22. ANTI-BRIBERY AND EXPORT COMPLIANCE
You 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.
23. GOVERNING LAW
This 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 25.
24. DISPUTE RESOLUTION & ARBITRATION
PLEASE READ THE FOLLOWING SECTION 25 CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BRIGHTCOIN AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
- Binding Arbitration
Except 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 court).
b. No Class Arbitrations, Class Actions or Representative Actions
You 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.
c. Federal Arbitration Act
You and BrightCoin agree that these TOS affect interstate commerce and that the enforceability of this Section 24 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.
d. Notice; Informal Dispute Resolution
You 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. Your 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 24, commence an arbitration proceeding.
EXCEPT 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). You 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 Rules”) then in effect, except as modified by this “Dispute Resolution” section, 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.
f. Authority of Arbitrator
As 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.
The 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 arbitration.
g. Rules of AAA
The 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.
If any term, clause or provision of this Section 24 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 24 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.
i. Opt-Out Right
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION 24 BY WRITING TO: BRIGHTCOIN, LLC., RE: OPT-OUT, 440 North Wolfe Road, Sunnyvale, CA 94085. IN 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 24.
25. NO ASSIGNMENT
You 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.
26. ADDITIONAL TERMS FOR STARTUPS/FOUNDERS
a. Startup Representations & Warranties
You 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.
You 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.
YOU AND ONLY YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGES RESULTING FROM SUBMITTING FALSE AND MISLEADING INFORMATION ON OUR WEBSITE. You 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.
YOU 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 LAWS"), 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. YOU 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.
YOU 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 UTILITY LAWS.
b. KYC & AML for Startups
As 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.
Therefore, 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.
We 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.
Users 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.
BrightCoin 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.
For additional details regarding our verification policies, please refer to out KYC & AML Policy.
c. Additional Indemnity
In 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 "BrightCoin Indemnitees") 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.
You 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.
You 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.
d. Fee Levied on Startups
BrightCoin will levy a fee (“Fee”) on Startups in a manner detailed below.
No advance payments
$5,000 USD advance payment
$11,700 USD advance payment
e. Fee with respect to KYC & AML
BrightCoin 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.
In 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. ID and accredited investor verifications require no upfront payments, instead are billed on a weekly bases to your credit card on file.
f. Additional Fees
All customer service related items are your responsibility. For each customer service related query sent to us, BrightCOIN charges $1 per support item.
In 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.
If you require 3rd party adjudication services for AML/KYC the fee for is $3 per adjudication.
The 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 effect.
28. CONTACTING BRIGHTCOIN
You 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 firstname.lastname@example.org 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 94085. 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.
29. BRIGHTCOIN BRANDING AND LOGO
The 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.
The 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 CONSENT.