Terms of Service

BRIGHTCOIN, INC.


TERMS OF SERVICE

Last Updated: Oct 22nd 2018



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.


1. 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.


2. PRIVACY POLICY

Use of the Website and the Services is subject to the BrightCoin Privacy Policy (“Privacy Policy”). The terms of the Privacy Policy is incorporated in the TOS by reference.



3. ADDITIONAL TERMS

Your 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 (“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 Privacy Policy and the Additional Terms are collectively known as “User Agreements.” To the extent there is any conflict between these TOS and any Additional Terms, the Additional Terms will prevail.


4. ELIGIBILITY

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.


5. TERRITORIAL DETAILS & APPLICABLE RESTRICTIONS

  1. 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.


  1. Malta

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 support@brightcoin.us. If you have any concerns or questions, please email them to support@brightcoin.us. 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.

  1. Restriction on Sanction Countries

BrightCoin’s Services are not available in the below mentioned Sanction Countries:

  1. Iran;

  2. North Korea;

  3. Sudan;

  4. Syria;

  5. Cuba; and

  6. Venezuela.

PLEASE DO NOT REGISTER ON OUR WEBSITE OR USE OUR SERVICES IF YOU ARE A CITIZEN OF ANY OF THE ABOVE-MENTIONED COUNTRIES.


6. REGISTRATION

  1. 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.


  1. 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.


  1. 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 support@brightcoin.us


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).


7. USE OF THE WEBSITE & THE SERVICES

  1. How BrightCOIN functions


BrightCOIN provides a technology platform for startups doing an ICO or STO. When a founder posts an ICO or STO 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.

  1. 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.


  1. 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

  1. 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.


  1. 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 support@brightcoin.us.


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.


13. MODIFICATION

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.


16. CONFIDENTIALITY

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.


19. INDEMNIFICATION

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.


20. TERMINATION

You may terminate your account at any time by contacting BrightCoin at support@brightcoin.us. 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.


  1. 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).


  1. 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.


  1. 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.


  1. 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.


  1. Process

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.


  1. 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.


  1. Rules of AAA

The AAA Rules are available at www.adr.org/arb_med  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.


  1. Severability

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.


  1. 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

  1. 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.

  1. 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 support@brightcoin.us.


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.


  1. 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.


  1. Fee Levied on Startups

BrightCoin will levy a fee (“Fee”) on Startups in a manner detailed described on our Pricing section.


  1. 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. If you require 3rd party adjudication services for AML/KYC the fee for is $20 per adjudication.


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 daily basis to your credit card on file.


  1. Additional Fees

All customer service related items are your responsibility. For each customer service related query sent to us, BrightCOIN charges $25 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.


In addition to the above fees Ethereum charges transactional gas fees. All Ethereum fees are the responsibility of the Startup.



27. MISCELLANEOUS

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 support@brightcoin.us. 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 support@brightcoin.us 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.




Privacy Policy

BRIGHTCOIN, INC.


PRIVACY POLICY

Last Updated: September 10, 2018


We at Brightcoin, Inc. (“BrightCoin,” “we,” “our,” or “us”), are committed to protecting the privacy of all our Users (“User,” “you,” or “your”)


This privacy policy (“Privacy Policy”), among other things, lets you know how we collect, process, use, disclose, and secure information from our Users who access and use our website i.e., www.brightcoin.us (“Website”), our Services.


Your privacy matter to us and therefore for any queries and clarifications please contact us at support@brightcoin.us.


PLEASE READ THIS PRIVACY POLICY CAREFULLY TO UNDERSTAND OUR POLICIES AND PRACTICES REGARDING YOUR INFORMATION AND HOW WE WILL TREAT IT.


Initially capitalized words, not defined herein, shall have the meaning ascribed to them in our Terms of Service and/or the Investor Agreement.


BY ACCESSING OUR WEBSITE AND BY USING OUR SERVICE, YOU ARE AGREEING TO AND ACCEPTING THE PRACTICES DESCRIBED IN THIS PRIVACY POLICY.IF YOU DO NOT AGREE WITH THE TERMS SET FORTH HEREIN, DO NOT REGISTER OR USE OUR WEBSITE AND SERVICES THEREUNDER. IF YOU USE THE SERVICES OFFERED HEREWITH, YOU ARE BOUND BY THIS PRIVACY POLICY AND ANY RELATED TERMS.


INTRODUCTION

This document (“Privacy Policy”), make up our commitment to protecting personal information we hold about our customers, prospective customers, newsletter subscribers, competition entrants, website users or any other data subject whose personal information we hold. Personal information as outlined in this policy is being processed by Brightcoin, Inc. In the event of any part of Brightcoin either being sold or going into receivership, we reserve the right to continue to share your data to third parties in accordance with the latest preferences you have provided. You will be informed should any change of ownership occur, and the new owner will manage your personal information preferences.


  1. INFORMATION THAT WE COLLECT

BrightCoin may collects both personally identifiable inform and non-personally identifiable information from its Users. We may collect the following information from you when you use our Website and our Services. The information so collected may be stored on our servers.


  1. Information we automatically collect.

When a User visits our Website, we automatically collect certain information including: (i) information about your interaction with our Website, including the the actions you take, the pages or other content you view or otherwise interact with, and the dates and times of your visits; and (ii) device information, such as your IP address, operating system information, and web browser and/or device type and language.


  1. Information you provide us.

We also receive information about you if you choose to provide it to us, such as when you register for and create an Account on our Website. This information may include your name, address, phone number, email address, photo, Social Security number, date of birth, net worth, income, status as an accredited investor, your biography, your picture, your ID/Passport and your website as well as information collected about your use of our services (such as when you enter our sites and how long you stay on them). If you choose to invest in a business through our Website, we will collect payment information from you, such as financial account information or payment card information, and we may collect information to verify your income, such as a bank statement or W-2 form. Please note that we do not store your payment card information, but we do store other financial information. If you choose to add an investment entity to your profile, we will also collect information about the entity.

If you would like to raise funding for your business with our Website, we collect information about you and your business, your fundraising terms, and payment information.

We also collect information when you post questions or comments on our Website, send or receive direct messages from other users, or when you contact us, including via email, phone, or social media.

  1. Information we collect from third-party sources.

In order to provide the services on our Website, including verifying your identity and other information you provide us, we collect information about our users from third parties and combine it with other information we receive from or about our users.


  1. Cookies.

When you visit our Website, we and our service providers collect certain information through the use of "cookies" and other technologies to better understand how our users navigate through our Website, learn what content is being viewed, and administer and improve our Website. Cookies are small text files that web servers place on an internet user’s computer that are designed to store basic information and to recognize your browser. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Website.


Below is an exhaustive list of the cookies we use:


Strictly Necessary Cookies – These cookies are necessary for the website to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the site will not then work. These cookies do not store any personally identifiable information

Performance Cookies – These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our site. They help us to know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous.

Functional Cookies – These cookies enable the website to provide enhanced functionality and personalisation. They may be set by us or by third party providers whose services we have added to our pages.



  1. HOW WE USE YOUR INFORMATION


Our primary purpose in collecting personal information is to provide you with a secure, smooth, efficient, and customized experience. In general, we use personal information to create, develop, operate, deliver, and improve our Services, content and advertising, and for loss prevention and anti-fraud purposes. Examples of how we may use this information include:


  • To comply with our legal obligations.

  • To prevent and investigate potentially prohibited or illegal activities, and/or violations of our posted user terms.

  • To process transactions and send notices about your transactions.

  • To verify your identity by comparing your personal information against third-party databases.

  • To send administrative or account-related information to you.

  • To enforce our agreements with third parties.

  • To resolve disputes, collect fees, and troubleshoot problems.

  • For quality control and staff training.

  • To enhance security, monitor and verify identity or service access, combat spam or other malware or security risks.

  • To provide you with services and customer support that you request.

  • To better understand our customers and end-users and the way they use and interact with our services.

  • To provide a personalized experience, and implement the preferences you request.

  • To communicate with you about our events or our partner events.

  • To customize, measure, and improve our services and the content and layout of our website and applications.


We will not use your personal information for purposes other than those purposes we have disclosed to you, without your permission. From time to time we may request your permission to allow us to share your personal information with third parties. You may opt out of having your personal information shared with third parties, or from allowing us to use your personal information for any purpose that is incompatible with the purposes for which we originally collected it or subsequently obtained your authorization. If you choose to so limit the use of your personal information, certain features or services then the products provided by Brightcoin may not be available to you.


  1. HOW WE SHARE YOUR INFORMATION

We may share your information with businesses that you invest in. The information about you that we share with the businesses you invest in may include your public profile information and your address, email address, and Social Security number.


We use service providers to provide certain services to us, such as analytics services, fraud detection, payment processing, and advertising and marketing services. We only provide our service providers with the information necessary for them to perform these services. Our analytics providers may collect information about your online activities over time and across different online services when you use our Website.

In the event that BrightCoin is merged or sold, or in the event of a transfer or sale of some or all of our assets, we may disclose or transfer information we collect in connection with the negotiation and/or conclusion of such a transaction.

We may disclose information about you to third parties if (a) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process, or governmental request, (b) to enforce our agreements, policies, or terms of service, (c) to protect the security or integrity of our Website, (d) to protect the property, rights, and safety of us, our users, or the public, (e) to respond in an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person, or (f) to investigate and defend ourselves against any third-party claims or allegations.


  1. Who We Share Your Information With

Brightcoin has formed partnerships with a variety of carefully selected companies that we share data with in order to carry out the activities described in the section ‘How We Use Your Information. Below is a non-exhaustive list of our key partners:

  • Onfido

  • International Screening Solutions

  • AWuLaw.com

  1. USER CHOICES

You can update the information you provided us by accessing your account settings. Through your account settings, you can also hide some portions of your profile from other users or the general public on the Internet as well as hide your profile from search engines that collect information from our websites.


Brightcoin strives to abide by not only U.S and California regulations but also regulation set forth by GDPR. Under the GDPR including any implementing data protection legislation in the UK you have the rights shown below:-

  • Your right to be informed

  • Your right of access

  • Your right to rectification

  • Your right to erasure

  • Your right to restrict processing

  • Your right to data portability

  • Your right to object

  • Your rights in relation to automated decision making and profiling.

Right of Access


You may, at any time, request access to the personal data that we hold which relates to you (you may have heard of this right being described as a “subject access request”).

Please note that this right entitles you to receive a copy of the personal data that we hold about you in order to enable you to check that it is correct and to ensure that we are processing that personal data lawfully. It is not a right that allows you to request personal data about other people, or a right to request specific documents from us that do not relate to your personal data.

You can exercise this right at any time by writing to us using the and telling us that you are making a subject access request. You do not have to fill in a specific form to make this kind of request.


Your Right to Rectification and Erasure


You may, at any time, request that we correct personal data that we hold about you which you believe is incorrect or inaccurate. You may also ask us to erase personal data if you do not believe that we need to continue retaining it (you may have heard of this right described as the “right to be forgotten”).

Please note that we may ask you to verify any new data that you provide to us and may take our own steps to check that the new data you have supplied us with is right. Further, we are not always obliged to erase personal data when asked to do so; if for any reason we believe that we have a good legal reason to continue processing personal data that you ask us to erase we will tell you what that reason is at the time we respond to your request. You can exercise this right at any time by writing to us using the and telling us that you are making a request to have your personal data rectified or erased and on what basis you are making that request. If you want us to replace inaccurate data with new data, you should tell us what that new data is. You do not have to fill in a specific form to make this kind of request.


Your Right to Restrict Processing


Where we process your personal data on the basis of a legitimate interest you are entitled to ask us to stop processing it in that way if you feel that our continuing to do so impacts on your fundamental rights and freedoms or if you feel that those legitimate interests are not valid. You may also ask us to stop processing your personal data (a) if you dispute the accuracy of that personal data and want us to verify that data’s accuracy; (b) where it has been established that our use of the data is unlawful but you do not want us to erase it; (c) where we no longer need to process your personal data (and would otherwise dispose of it) but you wish for us to continue storing it in order to enable you to establish, exercise or defend legal claims. Please note that if for any reason we believe that we have a good legal reason to continue processing personal data that you ask us to stop processing, we will tell you what that reason is, either at the time we first respond to your request or after we have had the opportunity to consider and investigate it. You can exercise this right at any time by writing to us and telling us that you are making a request to have us stop processing the relevant aspect of your personal data and describing which of the above conditions you believe is relevant to that request. You do not have to fill in a specific form to make this kind of request.


Your Right to Portability


Where you wish to transfer certain personal data that we hold about you, which is processed by automated means, to a third party you may write to us and ask us to provide it to you in a commonly used machine-readable format, if you wish to transfer your data from us to a third party we are happy to consider such requests.


Your Right to stop receiving communications


You can also opt out of promotional email communications at any time by clicking on the unsubscribe link in an email your received from us. You can also update your communication preferences through your account settings on our Website. You can also write to us directly to stop receiving communications.


Your Right to object to automated decision making and profiling


You have the right to be informed about the existence of any automated decision making and profiling of your personal data, and where appropriate, be provided with meaningful information about the logic involved, as well as the significance and the envisaged consequences of such processing that affects you.You might contact us directly for any information regarding our automated decisioning making and profiling decisions.


Exercising your rights


If you wish to exercise any of these rights or simply wish to find out what information, if any, we hold that relates to you, you must make your request in writing by sending an email to support@brightcoin.us


You can help us to process your request quickly by providing us with information that will help us identify records we hold that relate to you. For example your name, address, email address, telephone number, subscriber id or in the case of information captured via cookies, the IP address of the device you have used.


  1. THIRD-PARTY WEBSITE AND SERVICES

Our Website contains links to websites maintained by third parties. Please be aware that these third-party websites are governed by their own privacy policies and are not covered by our Privacy Policy. We are not responsible for the content or policies maintained by these websites. Please familiarize yourself with the privacy policy of any third-party websites you visit.


  1. CHILDREN’S PRIVACY

Our Website and our Services is not intended for persons under 18 years of age. We request that people under the age of 18 do not use our Website and/or Services and also do not share any personal information with us.


Our Website and our Services is not intended for children under the age of 13, and we do not knowingly collect personal information from children under the age of 13. If we learn that we have collected the personal information from a child under the age of 13, we will take steps to delete the information. If you are aware that a child under 13 has provided us with personal information, please contact us at support@brightcoin.us.


  1. YOUR CALIFORNIA PRIVACY RIGHTS

BrightCoin does not sell, trade, or otherwise transfer to outside third parties your personal information. California Civil Code Section § 1798.83 permits users of our Website and our Services that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an e-mail to support@brightcoin.us or write us at 440 North Wolfe road, Sunnyvale, CA.


  1. DATA SECURITY

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. All information you provide to us is stored on our secure servers behind firewalls.


The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password or Account Key for access to certain parts of our Website and/or Services, you are responsible for keeping this password and Account Key confidential. We ask you not to share your password or Account Key with anyone.


Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.


We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so within 72 hours of when a breach has been discovered



  1. NOTICE FOR USERS OUTSIDE THE UNITED STATES

As a global entity, Brightcoin may store, transfer, and otherwise process your personal information in countries outside of the country of your residence, including the United States and possibly other countries.


Brightcoin is responsible for the processing of personal information it receives and subsequently transfers to a third party acting as an agent on its behalf. Brightcoin will use personal information only in ways that are compatible with the purposes for which it was collected or subsequently authorized by the individual. We will take all reasonable steps to ensure that personal information we process is limited to only what is relevant to the purposes for which it was collected and that it is accurate, complete, and up-to-date.


Brightcoin, Inc. commits to resolve European data subjects' complaints about their privacy and our collection, use or disclosure of their personal information in compliance with the EU. European data subjects with inquiries or complaints regarding this Privacy Policy should first contact Brightcoin at support@brightcoin.us.


  1. CHANGES TO OUR PRIVACY POLICY

It is our policy to post any changes we make to our Privacy Policy, on this page. If we make material changes to how we treat our User’s information, we will notify you by e-mail to the e-mail address specified in your Account and/or through a notice on the Website home page. The date the Privacy Policy was last revised/updated is identified at the top of the page. You are responsible for ensuring that we have an up-to-date active and deliverable e-mail address for you, and for periodically visiting our Website and this Privacy Policy to check for any changes.


We encourage you to review this Privacy Policy periodically.


If you do not understand any of the terms or conditions of this, you may inquire regarding the same via email at support@brightcoin.us.


  1. CONTACT INFORMATION

To ask questions or comment about this privacy policy and our privacy practices, contact us at:



PLEASE NOTE: IF YOU USE OUR WEBSITE AND/OR OUR SERVICES, YOU HAVE AGREED TO AND ACCEPTED THE PRACTICES DESCRIBED IN THIS PRIVACY POLICY AND THE TERMS AND CONDITIONS SET FORTH IN OUR TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THE TERMS OF THIS PRIVACY POLICY OR THE TERMS OF SERVICE, PLEASE DO NOT USE OUR WEBSITE OR OUR SERVICES, OR ESTABLISH AN ACCOUNT.



Investor Agreement

BRIGHTCOIN, INC.


INVESTOR AGREEMENT
Last Updated: Oct 22nd 2018


The terms contained in this Investor Agreement (“Investor Agreement”) applies to all Investors who register and use the BrightCoin Website i.e., www.brightcoin.us.


BRIGHTCOIN IS A TECHNOLOGY PLATFORM THAT CONNECTS STARTUPS WITH INVESTORS.


Capitalized terms not defined herein have the same meaning ascribed to them either under the Terms of Service or the Privacy Policy.


YOU HEREBY AGREE AND ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OLD. PLEASE DO NOT USE THIS WEBSITE IF YOU ARE UNDER 18 YEARS.


IF YOU ARE USING THIS WEBSITE ON BEHALF OF YOUR COMPANY, YOU HEREBY AGREE AND ACKNOWLEDGE THAT YOU HAVE ALL THE REQUIRED AUTHORIZATIONS TO REPRESENT AND WORK ON BEHALF OF YOUR COMPANY.


Any reference to “you” or “your” shall mean the Investor.


THESE TERMS ARE ADDITIONAL TO THE WEBSITE TERMS OF SERVICE AND THE PRIVACY AGREEMENT. THESE TERMS APPLY TO ALL INVESTORS. IN ADDITION TO THIS INVESTOR AGREEMENT, ALL INVESTORS SHOULD ENSURE COMPLIANCE WITH THE TERMS OF SERVICE, THE PRIVACY POLICY AND THE AML/KYC POLICY.


BrightCOIN provides a technology platform for startups doing an ICO or STO. When a Startup posts an ICO or STO on BrightCOIN, the Startup is inviting Investors to form a contract with them. An Investor who funds a project is accepting the Startups offer, and forming that contract. BrightCOIN is not a part of this contract: the contract is a direct legal agreement between Startup and Investor. 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.



  1. SERVICE OFFERINGS IN THE UNITED STATES


BRIGHTCOIN OFFERS AND PROVIDES ONLY A TECHNOLOGY PLATFORM.


The Startups use the Website and our Services to make security offerings (“offerings”). These Offerings are facilitated through our Website made pursuant to:


  • Regulation A+ of the Securities Act of 1933 (Regulation A+ Offering); and/or


  • Regulation D of the Securities Act of 1933 (“Reg D Offerings”);

  • Regulation S of the Securities Act of 1933 (“Reg S Offerings”);


  1. Regulation A+

Under Regulation A+, companies can raise up to $50 Million from accredited and unaccredited investors in the US, subject to certain investment limitations as set forth under the rules contained under Regulation A+. Regulation A+ is regulated and defined under the Securities Act of 1933.


  1. Regulation D

Under Regulation D These, Offerings are only available to US investors who are Accredited Investors as defined by Rule 501 of Regulation D under the Securities Act and are made under Rule 506(c) of Regulation D.


c. Regulation S

Regulation S is a "safe harbor" that defines when an offering of securities is deemed to be executed in another country and therefore not be subject to the registration requirement under section 5 of the 1933 Act.



  1. SERVICE OFFERINGS OUTSIDE OF THE UNITED STATES

BrightCoin’s Website and Services provide utility and/or security tokens outside of the United States under the DLT classification.


RESIDENTS/CITIZENS OF THE UNITED STATES OR USERS FROM THE UNITED STATES ARE NOT PERMITTED TO PARTICIPATE IN ANY OFFERINGS WHETHER WITH RESPECT TO UTILITY OR SECURITY TOKENS CARRIED OUTSIDE THE UNITED STATES.



USERS BASED OUTSIDE OF THE UNITED STATES SHOULD NOTE THAT UTILITY AND SECURITY OFFERINGS REQUIRE DLT CLASSIFICATION CERTIFICATION. PLEASE ENSURE COMPLIANCE.


  1. GENERAL RISKS ASSOCIATED WITH OFFERINGS


Before investing in an Offering or a Coin, Investor should consult their own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests through an Offering. An Investor should also carefully consider the following risks prior to investing through an Offering:


  1. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money and fail at a particularly high rate. Investor may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value; and


  1. Since most Startups are fairly recent organizations they have limited or no operation record. Investors are therefore advised to conduct their own research and due diligence before investing in an Offering.

  2. You are responsible for complying with the laws of the country in which you are domiciled. Seek legal advice from an experienced securities attorney before proceeding any further.



  1. INVESTOR OBLIGATIONS

Before you can invest in any of the Offerings on the Website, you must register with our Website and (for Regulation A or Regulation D Offerings or Regulation S or DLT Classification) qualify either as an Accredited Investor or represent that you will meet the investment thresholds under Tier 2 of Reg A+ for Qualified Purchasers. Prior to investing in the Reg D, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in offerings posted on this Website. You acknowledge and agree that all information you provide for the registration is complete and accurate. Under the terms of Regulation S of the Securities Act of 1933 or a DLT Classification offering, you must provide proof that you are not a resident of the United States nor a user from United States.


By registering with the Website for purposes of subscribing to Offerings as an Accredited Investor, you represent and warrant that you come within at least one of the following categories:

  1. a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;

  • Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).

  1. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;

  2. a bank, insurance company, registered investment company, business development company, or small business investment company;

  3. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

  4. a charitable organization, corporation, or partnership with assets exceeding $5 million;

  5. a business in which all the equity owners are Accredited Investors; or

  6. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.


YOU AGREE THAT, SHOULD ANY MATERIAL CHANGES OCCUR THAT MIGHT AFFECT YOUR STATUS AS AN ACCREDITED INVESTOR, YOU SHALL IMMEDIATELY PROVIDE BRIGHTCOIN WITH NOTICE IN WRITING.


  1. QUALIFIED PURCHASER

By registering with the Website for purposes of subscribing to Regulation A securities offerings as a non-accredited investor, you represent and warrant that your investment in any Reg A+ offering posted on this site will not exceed the greater of 10% of your annual income or 10% of your net worth (excluding the value of your primary residence).  YOU MUST MEET ONE OF THE CRITERIA DETAILED UNDER SECTION 1 OR 2. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS.


  1. SEC REQUIREMENTS

FEDERAL SECURITIES LAW REQUIRES SECURITIES OFFERED OR SOLD IN THE UNITED STATES TO BE REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”), UNLESS THE OFFER OR SALE QUALIFIES FOR AN EXEMPTION INCLUDING FOR EXAMPLE REG A, REG D, REG S.



  1. USE OF INVESTOR NAME & OTHER DETAILS

When you register on our Website as an Investor, you consent to the disclosure by BrightCoin of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Website. Any information that you choose to provide on the public portions of our Website may be accessible to the public. You hereby consent to such disclosure and agree and accept that BrightCoin is not responsible for any loss arising out of such disclosure.


  1. NO REPRESENTATION OR WARRANTIES

To the extent permissible under law, BrightCoin assumes no liability or responsibility for any errors or omissions in the content of the Website. BrightCoin does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Website and has not performed any investigation into such information. BrightCoin shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Website is at your sole risk. BrightCoin is entitled to rely upon the information provided by its Users. You acknowledge and agree that BrightCoin does not provide any representation, warranty or assurance that the offerings on the Website are made in accordance with state and/or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Startup and/or the Founder and not the Website, is responsible for ensuring that any securities offering is done in accordance with state, Federal law and regulations promulgated by the SEC and FINRA. We make no representation or warranties regarding the legality or compliance of any offering. BrightCoin has not reviewed all of the links provided on the Website and is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is solely done at your own risk.  


  1. DIRECT INVESTMENTS IN STARTUPS

It is possible that you may be invited by a Startup or one of its Founders to invest directly in the securities of a Startup rather than through BrightCoin. In all such circumstances any of your direct investments should be handled independently and outside of our Website. In all such instances, BrightCoin shall hold no responsibility.


  1. BRIGHTCOIN DISCLAIMERS

YOU HEREBY ACKNOWLEDGE AND AGREE THAT BRIGHTCOIN WILL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF INVESTORS RELIANCE ON ANY PROMOTIONAL OR MARKETING MESSAGES POSTED ON THE WEBSITE BY STARTUPS.


BRIGHTCOIN IS ONLY A TECHNOLOGY PLATFORM AND IN THE EVENT OF ANY DISPUTE WITH A STARTUP, PLEASE REACH THE STARTUP DIRECTLY.


BRIGHTCOIN IS NOT A BROKER-DEALER, NOT A FINANCIAL SERVICES PLATFORM NOR A INVESTMENT ADVISOR.


BRIGHTCOIN MAY FROM TIME TO TIME REQUEST FOR DIFFERENT PROOFS AND DOCUMENTATIONS FROM INVESTORS CONFIRMING THEIR INCOME AND ELIGIBILITY. YOU HEREBY AGREE TO PROMPTLY PROVIDE BRIGHTCOIN WITH SUCH INFORMATION/DOCUMENTATION.


ANY REPRESENTATION MADE BY A STARTUP EITHER USING THE BRIGHTCOIN WEBSITE AND/OR THE SERVICES SHALL REMAIN UNDER THE SOLE RESPONSIBILITY OF THE STARTUP. BRIGHTCOIN IS NOT RESPONSIBLE FOR ANY REPRESENTATIONS AND STATEMENTS MADE BY STARTUPS. IF AN INVESTORS LOSSES MONEY AS A RESULT OF FRAUD OR MISREPRESENTATION ON BEHALF OF A STARTUP, BRIGHTCOIN SHOULD NOTE BE HELD RESPONSIBLE. INVESTORS ARE REQUIRED TO CONDUCT AN INDEPENDENT DUE DILIGENCE PRIOR TO INVESTING IN ANY STARTUP.


  1. TAX CONSIDERATIONS

Investors shall be responsible for any and all tax responsibilities imposed on them under applicable law and regulations. BrightCoin shall not be responsible for an Investors tax obligation. AS AN INVESTOR YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING INTERESTS IN A OFFERING.


  1. MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify any of the terms contained in this Investor Agreement. In the event, we modify these Investor Terms, 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.


  1. PRECAUTIONS TO BE TAKEN BY INVESTORS

Investor should not share their login details and Account details with anyone. Investor should make all efforts to protect their Account Passwords. Investor also take full responsibility for protection of Account Keys.


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.


Before making any investments using the BrightCoin Website, you should ensure that you are on the correct BrightCoin Website i.e., www.brightcoin.us. Also, please ensure that you review all the terms and conditions associated with the BrightCoin Website before proceeding with registering on the Website. For any questions, please feel free to contact us at support@brightcoin.us. If you deposit your funds on another Website i.e., not the BrightCoin Website, then we shall not be responsible for any losses associated with such deposit.


INVESTORS ARE REQUIRED TO DO THEIR OWN DUE DILIGENCE BEFORE INVESTING IN A STARTUP. IT IS NOT BRIGHTCOIN’S RESPONSIBILITY TO DO ANY DUE DILIGENCE ON ANY STARTUP THAT IS REGISTERED ON THE BRIGHTCOIN WEBSITE.


  1. KYC & AML

BrightCoin is committed to complying with relevant global Anti Money Laundering (“AML”) rules, regulations and guideline. 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 Investors.

In addition to ensure compliance with AML rules and regulations, BrightCoin collects and verifies information about you as per our AML & KYC Policy (the “Policy”) in order to: (a) protect BrightCoin and the community from fraudulent users, and (b) to keep appropriate records of BrightCoin's customers.


All Investors are required to ensure compliance with applicable AML & KYC laws, rules, regulations and guidelines. Investors should provide all support required by BrightCoin to ensure compliance with applicable AML & KYC laws.


As an Investor you understand and agree that these laws are essential to prevent fraud in the financial transactions. AML laws 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.


We may engage a third-party to conduct the AML & KYC checks on the Investors as may be required by the law from time to time. We also retain the right to audit our Investors in order to ensure compliance with KYC and AML. Please review our AML & KYC Policy for further details regarding our policies and practices.


AS A USER OF THE WEBSITE AND ACTING AS AN INVESTOR YOU ARE REQUIRED TO ENSURE THAT ALL INFORMATION YOU PROVIDE ON THE WEBSITE AND DURING THE PROVISION OF THE SERVICES IS ACCURATE AND NOT FALSE AND MISLEADING.



  1. WALLET ADDRESSES

It is the Investors 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 an Investor as a result of Investor’s failure to enter accurate wallet addresses and other relevant details.



INVESTOR AGREES TO DEFEND AND INDEMNIFY BRIGHTCOIN IF BRIGHTCOIN SUFFERS ANY LOSSES AND INJURY AS RESULT OF A THE INVESTOR ENTERING A WRONG WALLET ADDRESS ON THE WEBSITE.

INVESTORS PLEASE USE AN ETHER WALLET FOR TOKEN DISTRIBUTIONS. IF YOU DO NOT ALL COINS/TOKENS DISTRIBUTED TO YOU WILL BE LOST FOREVER. BRIGHTCOIN WILL NOT RESPONSIBLE FOR ANY LOSSES INCURRED BY AN INVESTOR AS A RESULT OF USING A WRONG WALLET. PLEASE NOTE THAT ONCE A TOKEN/COIN HAS BEEN DISTRIBUTED TO A WALLET, THE TRANSACTION CANNOT BE UNDONE.


  1. 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.


  1. GOVERNING LAW & DISPUTE RESOLUTION

ANY DISPUTE ARISING AS A RESULTS OF THE TERMS CONTAINED UNDER THIS INVESTOR AGREEMENT SHALL BE GOVERNED BY SECTION 23 (GOVERNING LAW) AND SECTION 24 (DISPUTE RESOLUTION & ARBITRATION) OF THE TERMS OF SERVICE. PLEASE REVIEW THE RELEVANT SECTIONS FOR A DETAILED UNDERSTANDING REGARDING YOUR RIGHTS AND REMEDIES.


THIS INVESTOR AGREEMENT APPLIES TO ALL INVESTORS. PLEASE REVIEW THESE TERMS CAREFULLY BEFORE USING OUR WEBSITE AND/OR SERVICES AS AN INVESTOR.


THESE TERMS ALONGWITH THE WEBSITE TOS AND THE PRIVACY POLICY APPLY TO ALL INVESTORS. IN THE EVENT OF ANY CONFLICT, THIS INVESTOR AGREEMENT WILL TAKE PRECEDENCE.



KYC AML Policy

BRIGHTCOIN INC


AML & KYC Policy

Last Updated: October, 10th, 2018


Brightcoin, Inc. (“BrightCoin,” “we,” “us,” or “our”) operates the website located at www.brightcoin.us (“Website”).


  1. Policy Statement

BrightCoin is committed to complying with relevant global Anti Money Laundering (“AML”) rules, regulations and guideline. 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 Investors.

In addition to ensure compliance with AML rules and regulations, BrightCoin collects and verifies information about you as per our AML & KYC Policy (the “Policy”) in order to: (a) protect BrightCoin and the community from fraudulent users, and (b) to keep appropriate records of BrightCoin's customers.


  1. Scope

This Policy applies to all Users of the BrightCoin Website and Services. This AML & KYC Policy applies uniformly to any User desirous of availing the Services or otherwise using or benefitting from the use the Website. It is imperative that you read this AML & KYC Policy before using the Website. By using the Website, you are expressly consenting to be bound by the Terms of Use and consequently this AML & KYC Policy. You must stop using our Services and/or the Website if your use results in committing/attempting to commit any criminal offences.


  1. Policy is part of our terms

This AML & KYC Policy is a part of and incorporated within, and is to be read along with, our Terms of Use (the “Terms”) and our Privacy Policy. You may view the current version of these policies, in effect from time to time, at www.BrightCOIN.us

Unless otherwise specified, or required by reasonable or necessary implication, terms in this AML & KYC Policy have the same meaning as terms defined and used elsewhere in our Terms of Use. To avoid doubt, all provisions within our Terms of Use, including but not limited to, the General Terms, apply equally and uniformly to this AML & KYC Policy.



  1. Information Required

Users will be required to provide the below mentioned information to BrightCoin. BrightCoin will make use of this information to conduct verifications on Users.

First name

Last name

Address

Phone

Date of birth

Social media profile links

Government issued I.D number

Government issued I.D pictures (front and back)


  1. Third Party Involvement

We engage a third-party (“Accredited Third-Party”) to conduct the AML & KYC checks on our Users as may be required by applicable law from time to time. We also retain the right to audit our Users in order to ensure compliance with AML & KYC rules, regulations and guidelines.


The Accredited Third-Party provided by BrightCoin, provides Users with signals that allow the Users to make decisions regarding accepting or rejecting an Investor (as may be applicable).

  • -An approved signal means good to proceed;

  • -A failed signal means the user is prohibited and cannot proceed; and

  • -A adjudication signal means the User has to decide whether or not to proceed with the Investor i.e., onus is on the User to decide whether or not to go ahead with the Investor.

Users are strictly prohibited from pursuing Investors that have received a failed. When an Investor receives a yellow signal, the Startup has to conduct further due diligence and decide whether to proceed or not.


6. Public Databases, Credit Bureaus & ID Verification Partners


We may, at our sole discretion, at the time of initiation of your User registration process, request one or more appropriate third-party service provider to assist us in authentication and verification of the Valid Documents and other incidental details provided by you. In addition to the above, we reserve the right to verify customer identity through non-documentary means or both

The Third-party (“Accredited Third-Party”) obtain information about you from public databases and ID verification partners for purposes of verifying your identity. ID verification partners use a combination of government records and publicly available information about you to verify your identity. Such information includes your name, address, job role, public employment profile, credit history, status on any sanctions lists maintained by public authorities, and other relevant data. We obtain such information to comply with our legal obligations, such as anti-money laundering laws. In some cases, we may process additional data about you based on public interest grounds to ensure our Services are not used fraudulently or for other illicit activities.


7. Maintenance of Records


  • Records of all transactions executed by you on our Website, for a period of at least 5 (Five) years from the date of each.

  • Identification records of Users (including but not limited to the Valid Documents submitted pursuant to the clause titled ‘Customer Due Diligence’ above), during the subsistence of and for a period of at least 5 (Five) years from the date of termination of such User’s.


8. Disclosure and Notices


In order to improve the integrity and transparency of transactions on the Online Platforms, you are encouraged to report, to BrightCOIN, any information which you are privy to or become privy to, regarding any suspicious transactions, or transactions you find or have reason to believe are dubious in nature.

In order to ensure compliance with this AML & KYC Policy and/or the applicable laws, the Company may be required to send you notices from time to time. All such notices will be sent to such address as provided by you. Where you are required to share any information according to the procedures contained in this AML & KYC Policy, such communication may be made by you electronically by sending an email to our Chief Compliance Officer.