Welcome to MetaWealth™ (“MetaWealth™,” “we,” “us” or “our”) website/app (www.MetaWealth.co), which includes a software as a service platform for onboarding issuers and investors and providing online tools for the offering and sale of private investment opportunities (collectively, the “MetaWealth™ Platform”).
THIS TERMS OF SERVICE AND OTHER AGREEMENTS ON THE METAWEALTH™ PLATFORM GOVERN YOUR USE OF THE METAWEALTH™ PLATFORM, AND ALSO INCLUDE IMPORTANT DISCLOSURES AND REGULATORY INFORMATION THAT ARE ASSOCIATED WITH THE SERVICES AVAILABLE ON THE METAWEALTH™ PLATFORM, ALL OF WHICH ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ IT CAREFULLY.
WE WANT TO LET YOU KNOW THAT THE AGREEMENT INCLUDES AN ARBITRATION AGREEMENT WHICH WILL REQUIRE DISPUTES BETWEEN US AND YOU TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW GOVERNING THIS AGREEMENT, YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE READ SECTION 15 CAREFULLY.
1. Scope of Services
The MetaWealth™ Platform provides services (“Services”) and online tools to investors (“Investors”) and issuers (“Issuers”) in connection with the offering and sale of private investment opportunities (the “Offering”). The Services also assist Investors and Issuers in monitoring compliance for secondary trading through the use of Ethereum blockchain protocol and associated functionality.
As part of the Services and in addition to presenting information regarding transactions made available by unaffiliated Issuers, the MetaWealth™ Platform may present information regarding potential investments in assets of entities managed by MetaWealth™ (the “Interests”). These investments will be represented by cryptographic digital tokens (Tokens), which are Ethereum blockchain-based smart contract digital tokens meeting the [...] standard, as modified, or tokens using another standard so modified (“Tokens”).
By participating in an offering of Tokens through the MetaWealth™ Platform you agree and understand that each offering has its own terms, rules and risks and it is your responsibility to carefully review all terms, rules, risk factors and offering documents and decide on your own if you agree to them.
Even if you have access to investment opportunities on the MetaWealth™ Platform, you may not be able to participate in such an offering. Our decisions to permit your participation are subject to, among other things, demonstration to our satisfaction that you meet legal requirements for participation, consent of relevant third parties, execution of definitive documentation, and our discretion. If you are offered the opportunity to participate in a transaction, you will be required to sign additional documentation. The decisions of our management are final in all matters relating to the Services, investments and other activities.
The Tokens offered on the MetaWealth™ Platform have not been registered under any securities legislation. Tokens sold through private placements are restricted and not publicly traded and are therefore illiquid. No regulatory authority has approved, passed upon or endorsed the merits of any Tokens offering on the MetaWealth™ Platform.
The Tokens being offered are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that any Token’s business objectives will be achieved or that a secondary market will ever develop for the Interests, whether via the MetaWealth™ Platform, via third party registered broker-dealers or otherwise. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. The Interests being sold are not insured, may lose value, and there is no bank or other guarantee. Specific guarantees may be available for specific Interests being offered on the MetaWealth™ Platform, therefore please read carefully the specific documentation of each specific Interest before deciding to invest in it.
MetaWealth™ is not a broker-dealer or an investment adviser registered or required to be registered with any regulatory authority. Any investments made through the MetaWealth™ Platform are not protected or insured by any securities protection body or otherwise, unless specifically indicated in the documentation of such investment. Any investment in the Interests offered by any Issuer made through the MetaWealth™ Platform and any Interests acquired and/or held by you as a result of such investment will be reflected on the books and records maintained by that issuer (“Issuer Records”), and MetaWealth™ does not guarantee the accuracy of any such Issuer Records. Any funds deposited or transmitted in connection with a transaction arising from use of the MetaWealth™ Platform shall be transmitted through a registered broker-dealer or directly between the counterparties in such transaction and/or their respective agents and representatives.
3. Account Registration and Communication Preferences
To access and use the Services, you will need to first register for an account (“Account”) to become a registered user (“Registered User”) as per the process described below. The process to become a Registered User includes you providing identification. By creating an Account, you agree to (a) provide accurate, current and complete Account information about yourself, and obtain all necessary consents from third parties prior to providing any personal information about such third parties, or otherwise establish a valid legal basis for the provision of such personal information to us under applicable law, (b) maintain and promptly update from time to time as necessary your Account information, (c) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the MetaWealth™ Platform, or your Account.
You represent that your use of the Services will not involve use in connection with any unlawful or otherwise undesirable activity (as determined by MetaWealth™ in its absolute and sole discretion), including, but not limited to dealing in counterfeit goods, gambling, money laundering, or drug activity. MetaWealth™ will block multiple accounts of the same user. Also, you agree that you will not: (i) create another Account if we’ve disabled one you had unless you have our written permission first, (ii) buy, sell, rent or lease access to your Account or username unless you have our written permission first, (iii) share your Account password with anyone, or (iv) log in or try to log in to access the MetaWealth™ Platform through unauthorized third party applications or clients.
3.1 Once you become a Registered User but before you can participate in investments on the MetaWealth™ Platform. MetaWealth™ or its third party vendors (“MetaWealth™ Vendors”) will run identity verification and compliance checks (including without limitation, any checks we deem reasonably necessary to assess legal compliance (including the risk of your involvement in money laundering, terrorist financing, fraud, or any other financial crime)) pursuant to applicable laws and Issuer requirements for accreditation based on the information provided by you during the user registration process (“Verification Check(s)”). The results of Verification Checks may be used by MetaWealth™ or other Issuers to determine your eligibility to use our Services and participate in an Offering.MetaWealth™ may, but is under no obligation to, re-confirm Verification Checks or independently review the results of any Verification Checks performed by third parties, and MetaWealth™ is not liable for any errors therein. You hereby consent and authorize MetaWealth™ to delegate the authorizations you provide to MetaWealth™ to Issuers, as well as MetaWealth™ Vendors, in each case, as MetaWealth™ deems necessary or desirable to provide the Services to you. You agree that the terms and conditions of the Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such MetaWealth™ Vendors and they are third party beneficiaries of this Agreement.
3.4 You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following theunsubscribe instructions provided therein.
3.5 You must provide all equipment and software necessary to access the MetaWealth™ Platform and Services. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the MetaWealth™ Platform or Services.
3.6 Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account (other than the Interests associated with such Account), and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of MetaWealth™.
4.1 Unless otherwise indicated in writing by us, the MetaWealth™ Platform and all content and other materials contained therein, including, without limitation, the MetaWealth™ logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “MetaWealth™ Content”) are the proprietary property of MetaWealth™ or our affiliates, licensors or users, as applicable.
4.2 Notwithstanding anything to the contrary in this Agreement, the MetaWealth™ Platform and MetaWealth™ Content thereon may include software components provided by MetaWealth™ or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
4.3 The MetaWealth™ logo and any MetaWealth™ product or service names, logos or slogans (“MetaWealth™ Marks”) that may appear on the MetaWealth™ Platform are trademarks of MetaWealth™ or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “MetaWealth™” or any other name, trademark or product or service name of MetaWealth™ or our affiliates without our prior written permission. In addition, the look and feel of the MetaWealth™ Platform, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of MetaWealth™ and may not be copied, imitated or used, in whole or in part, without our prior written permission. All trademarks or logos other than MetaWealth™ Marks mentioned on the MetaWealth™ Platform are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.
Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by MetaWealth™.
5. Authorized Access and Use of the MetaWealth™ Platform and Content
5.1 You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the MetaWealth™ Platform and the MetaWealth™ Content thereon (collectively, “MetaWealth™ Properties”) for the sole purpose of using the Services for your personal or internal business purposes. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit MetaWealth™ Properties or any portion of MetaWealth™ Properties, except as authorized by us, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo or trade name, or other MetaWealth™ Properties (including images, text, page layout or form), (c) you shall not use any metatags or other “hidden text” using MetaWealth™’s name or trademarks, (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of MetaWealth™ Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law, (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the MetaWealth™ Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the MetaWealth™ Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials), (f) you shall not access MetaWealth™ Properties in order to build a similar or competitive website, application or service, (g) except as expressly stated herein, no part of MetaWealth™ Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in MetaWealth™ Properties. Any future release, update or other addition to MetaWealth™ Properties shall be subject to the Agreement. MetaWealth™, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of MetaWealth™ Properties terminates the licenses granted by MetaWealth™ pursuant to the Agreement.
Different jurisdictions have different laws and regulations with respect to investing in cryptographic assets. You are responsible and liable at all times for any compliance obligations that you may be subject to in accordance with applicable laws and regulations in your home country.
5.3 You may not use the MetaWealth™ Platform, any content showcased on the MetaWealth™ Platform, or any other information acquired from MetaWealth™, viewed on the MetaWealth™ Platform, or otherwise exposed to through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from MetaWealth™. For sake of clarity, any use of information exposed to on the MetaWealth™ Platform for purposes of direct investment into any investment opportunity by way of circumvention of MetaWealth™ and the Services, shall be considered a material breach of these Terms, for which you will be held liable in connection with any loss and/or damage incurred by MetaWealth™.
The MetaWealth™ Platform may contain links to third-party websites (“Non-MetaWealth™ Websites”) and applications (“Non-MetaWealth™ Applications”). The MetaWealth™ Platform may also provide services to you by integrating with the products and services of Non-MetaWealth™ Websites and Non-MetaWealth™ Applications. When you click on a link to a Non-MetaWealth™ Website or Non-MetaWealth™ Application, we will not warn you that you have left the MetaWealth™ Platform and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Non-MetaWealth™ Websites and Non-MetaWealth™ Applications and are not under the control of MetaWealth™. MetaWealth™ is not responsible for any Non-MetaWealth™ Websites or Non-MetaWealth™ Applications. MetaWealth™ provides these Non-MetaWealth™ Websites and Non-MetaWealth™ Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Non-MetaWealth™ Websites or Non-MetaWealth™ Applications, or their products or services. You use all links in Non-MetaWealth™ Websites, and Non-MetaWealth™ Applications at your own risk. When you leave the MetaWealth™ Platform, our Agreement and policies no longer govern. You should review applicable agreement and policies, including privacy and data gathering practices, of any Non-MetaWealth™ Websites or Non-MetaWealth™ Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7. User Conduct and Feedback
7.1 You agree that you will not violate any law, contract, intellectual property or other third party right, and that you are solely responsible for your conduct, while accessing or using the MetaWealth™ Platform or using the Service. You agree that you will abide by this Agreement and will not: take any action or make available any content on or through MetaWealth™ Properties that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity, (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane, (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, (d) involves commercial activities and/or sales without MetaWealth™’s prior written consent, (e) impersonates any person or entity, including any employee or representative of MetaWealth™ or MetaWealth™’s customers, (f) interferes with or attempt to interfere with the proper functioning of MetaWealth™ Properties or uses of the MetaWealth™ Properties in any way not expressly permitted by the Agreement, or (g) attempts to engage in or engage in, any potentially harmful acts that are directed against MetaWealth™ Properties, including but not limited to violating or attempting to violate any security features of MetaWealth™ Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in MetaWealth™ Properties, introducing viruses, worms, or similar harmful code into MetaWealth™ Properties, or interfering or attempting to interfere with use of MetaWealth™ Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” MetaWealth™ Properties.
7.2 You agree that submission of any ideas, suggestions, documents, and/or proposals to MetaWealth™ through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that MetaWealth™ has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback.
You hereby grant to MetaWealth™ a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the MetaWealth™ Platform.
During the process of participating in the Offering, you as a Registered User may receive Confidential Information of MetaWealth™ or an Issuer. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining MetaWealth™’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to MetaWealth™, MetaWealth™’s business (including trade secrets, technical information, business strategies, marketing plans, customer and supplier lists, investment information, financial data, and proprietary information of third parties provided to MetaWealth™ in confidence) that is labeled or identified as “confidential” or “proprietary”, Issuers or their Offerings, or that you otherwise know, or would reasonably be expected to know is confidential.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless MetaWealth™, and our respective past, present and future employees, officers, directors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “MetaWealth™ Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the MetaWealth™ Platform, including without limitation, the associated Services and MetaWealth™ Properties, (b) your violation of this Agreement and any other online agreements, investor documents, disclosure obligations, applicable laws and regulations, (c) your violation of the rights of a third party, including but not limited to Issuers, or (d) your negligence or willful misconduct arising out of relating to the Offering, including the Services, provided that you may not settle any Claim against MetaWealth™ unless such settlement completely and forever releases MetaWealth™ from all liability with respect to such Claim or unless MetaWealth™ consents to such settlement, and further provided that MetaWealth™ will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND METAWEALTH™.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY METAWEALTH™, THE METAWEALTH™ PLATFORM AND ASSOCIATED SERVICES, AS WELL AS THE METAWEALTH™ CONTENT CONTAINED THEREIN, AND SMART CONTRACTS CREATED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. METAWEALTH™ (AND METAWEALTH™ VENDORS) MAKE NO WARRANTY THAT THE METAWEALTH™ PLATFORM OR ANY ASSOCIATED SERVICES: (A) WILL MEET YOUR REQUIREMENTS, (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.METAWEALTH™ DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE METAWEALTH™ PLATFORM AND ANY METAWEALTH™ CONTENT CONTAINED THEREIN.METAWEALTH™ WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE METAWEALTH™ PLATFORM. WHILE METAWEALTH™ ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE METAWEALTH™ PLATFORM AND METAWEALTH™ CONTENT THEREON SAFE, METAWEALTH™ CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE METAWEALTH™ PLATFORM, ITS ASSOCIATED SERVICES, METAWEALTH™ CONTENT, ANY SMART CONTRACTS CREATED THROUGH THE SERVICES OR OUR INFORMATION TECHNOLOGY SYSTEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.METAWEALTH™ EXCLUDES ANY LIABILITY IN RESPECT OF ANY OFFERING, INTERESTS OR CONTENT OR INFORMATION PROVIDED BY ANY ISSUERS THROUGH THE METAWEALTH™ PLATFORM. YOU EXPRESSLY UNDERSTAND AND ACKNOWLEDGE THAT METAWEALTH™ IS NOT PROVIDING ANY WARRANTY OR REPRESENTATION, AND THAT METAWEALTH™ SHALL NOT BE LIABLE FOR ANY COMPLAINTS OR CLAIMS IN CONNECTION WITH ANY OFFERING, INTERESTS OR INFORMATION PROVIDED THROUGH THE METAWEALTH™ PLATFORM. METAWEALTH™ FURTHER DISCLAIMS ALL WARRANTIES ON THE UNDERLYING ASSETS OF ANY INTERESTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE.METAWEALTH™ WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON THE METAWEALTH™ CONTENT OR INFORMATION ON METAWEALTH™ PROPERTIES OR THROUGH USE OF CRYPTOCURRENCY OR SMART CONTRACTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, INCORRECT CRYPTOCURRENCY WALLET ADDRESSES, BANK WIRE INFORMATION OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS, (C) CORRUPTED WALLET FILES, (D) UNAUTHORIZED ACCESS TO APPLICATIONS, (E) ACTS, OMISSIONS OR ERRORS BY ANY ISSUER, ISSUER VENDORS OR METAWEALTH™ VENDORS, (F) ACTS, OMISSIONS OR ERRORS IN RESPECT OF METAWEALTH™’S HOLDING OF TOKENS ON BEHALF OF INVESTORS AND (G) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF CYBER ATTACK AGAINST THE METAWEALTH™ PLATFORM, ANY ASSOCIATED SERVICES, INCLUDING SMART CONTRACTS. SMART CONTRACTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE CORRESPONDING BLOCKCHAIN. ANY ACTUAL TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY SECURITIES OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN.
11. No Investment or Financial Advice
11.1 MetaWealth™ is neither a broker-dealer, nor securities exchange, alternative trading system, or other regulated securities market.
11.2 No aspect of the MetaWealth™ Platform is designed or intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional about your investment goals. The availability of the MetaWealth™ Platform does not constitute an offer or an invitation to purchase securities in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or invitation. Users must inform themselves about such restrictions and are solely responsible for complying with the same.
11.3 MetaWealth™ is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of cryptocurrency or smart contracts. MetaWealth™ is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting cryptocurrency including forks, technical node issues or any other issues that result in losses or damages.
11.4 Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means. You agree that your Account will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Account. Although the MetaWealth™ Platform may provide data, information or content relating to investment strategies and/or opportunities to buy and/or sell investments instruments, you should not construe any such content as tax, legal, financial, accounting or investment advice. You acknowledge that, with respect to Issuers who place Offerings on the MetaWealth™ Platform, MetaWealth™ is not liable to and will not verify or investigate the accuracy and completeness of the offering material and other information posted on the MetaWealth™ Platform. You are strongly encouraged to contact MetaWealth™ or the Issuer to discuss any questions regarding an Offering. You represent that any decision to invest is based solely on your consideration of the risks involving a particular Interest or those of a third-party (i.e. your personal financial advisor) and is made at your own risk. All investments involve a degree of risk, and you acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions that may include the risk of complete loss of your principal.
We do not provide any investment, tax, or legal advice, nor do we broker trades on your behalf. We are not your broker, intermediary, agent or advisor and have no special relationship with or fiduciary duty to you. You agree and acknowledge that you are solely responsible for conducting legal, accounting or due diligence review on any companies or Interests listed on the MetaWealth™ Platform. You are advised to consult with a licensed legal professional and investment advisor for any legal, tax, accounting, insurance, or investment advice. The MetaWealth™ Platform will merely provide you with the ability for you to make your own investment decision without any advice by the MetaWealth™ Platform. You agree that we have no liability for any of your activities or decisions made while using the MetaWealth™ Platform.
12. Assumption of Risk in Blockchain Services
You accept and acknowledge:
12.1 Should you choose to purchase investment instruments using cryptocurrency, you are solely responsible for determining what, if any, taxes apply to your cryptocurrency transactions. Neither MetaWealth™ nor any affiliate, employees, officers, directors, consultants or equity holders are responsible for determining the taxes that apply to cryptocurrency transactions.
12.2 There are risks associated with using an internet based blockchain protocol (including smart contracts we may create), including but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account. You accept and acknowledge that MetaWealth™ will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience caused by circumstances beyondour reasonable control.
12.3 The regulatory regime governing blockchain technologies, cryptocurrencies, and smart contracts is changing rapidly and uncertain; new regulations or policies, including any applicable international or domestic laws may materially adversely affect the Services.
12.4 If a Registered User fails a Verification Check conducted by MetaWealth™ Vendors or is rejected by an Issuer with respect to an Offering for any or no reason, MetaWealth™ takes no responsibility for any resultant losses to Registered Users. MetaWealth™ is not liable for any act or omissions of any Issuer or any Issuer Vendors and in the event that an Issuer decides to cancel an Offering or any associated sale of securities.
13. Limitation of Liability; Release
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL METAWEALTH™ BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE METAWEALTH™ PLATFORM OR ANY ASSOCIATED SERVICES, SMART CONTRACTS, METAWEALTH™ PRODUCTS, THIRD PARTY WEBSITES AND METAWEALTH™ CONTENT, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF METAWEALTH™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE METAWEALTH™ PLATFORM, PRODUCTS, SERVICES, CONTENT OR THIRD PARTY WEBSITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF METAWEALTH™ ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE METAWEALTH™ PLATFORM, CONTENT, SMART CONTRACTS OR ANY ASSOCIATED SERVICES OF THE METAWEALTH™ PLATFORM EXCEED [___]. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF METAWEALTH™ FOR DEATH OR PERSONAL INJURY CAUSED BY AN EMPLOYEE OR METAWEALTH™’S NEGLIGENCE OR INTENTIONAL MISCONDUCT.Some jurisdictions limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
14. Modifications to the MetaWealth™
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the MetaWealth™ Platform (or any features or parts thereof) or suspend or discontinue the Services at any time, with or without cause, and without liability therefor. If we make material changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the MetaWealth™ Platform or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the MetaWealth™ Platform, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review the Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the MetaWealth™ Platform. If you do not agree to the revised Agreement, you may not access or use the MetaWealth™ Platform.
15. Dispute Resolution; Arbitration (“Arbitration Agreement”)
Please read the following Dispute Resolution Section carefully. It requires Users to arbitrate disputes with MetaWealth™ and limits the manner in which such users can seek relief from us.15.1 Applicability of Arbitration Agreement. Users agree that any dispute or claim relating in any way to their access or use of the MetaWealth™ Platform, to any products sold or distributed through the MetaWealth™ Platform, or to any aspect of their relationship with MetaWealth™, will be resolved by binding arbitration, rather than in court, to the maximum extent permitted by the applicable law. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement. Any award of the arbitrator shall be final and binding on the parties.YOU AND METAWEALTH™ BOTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and METAWEALTH™ agree otherwise, the arbitration or statutory court (where applicable) may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.15.2 Arbitration Rules and Forum.The arbitration shall be organized by the Court of International Commercial Arbitration of the Chamber of Commerce and Industry of Romania, in accordance with its Arbitration Rules. The award shall be final, binding and enforceable. The arbitral tribunal shall consist of one arbitrator, appointed by agreement of the parties or, in case of disagreement, by the President of the Court of International Commercial Arbitration of the Chamber of Commerce and Industry of Romania. The seat of arbitration shall be Bucharest, Romania, and the language of arbitration shall be English.You may choose to have the arbitration conducted by teleconference, based on written submissions, or in person at the seat of arbitration.15.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and MetaWealth™. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.15.7 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with MetaWealth™.
16. Governing Law
This Agreement, including your access to and use of the Services made available on the MetaWealth™ Platform shall be governed by and construed and enforced in accordance with the laws of Romania (without regard to conflict of law rules or principles of Romanian law, or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
17.1 Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the MetaWealth™ Platform and the associated Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event, to the fullest extent permitted by applicable law. Prior to closing your Account, any Interests associated with your Account must be sold to a third party in accordance with the terms of the applicable Interests. If you have not transferred your Interests, once your Account is closed, we will transfer your Interests to a Wallet which we will set up for you and thereafter not be responsible or liable for any Interests in your Wallet. In the event that you terminate your Account, after participating in an Offering but prior to closing of a sale of securities, this will be deemed as your withdrawal from the Offering.
17.2 Death of Account Holder. For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Account and during this time, no transactions may be completed until: (i) your designated executor / trustee has opened a new Account or informed MetaWealth™ about another, existing, MetaWealth™ Account in their name, as further described below, and the entirety of your Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the executor / trustee you have designated in a valid Will or similar testamentary document will be required to open a new Account or inform MetaWealth™ of another, existing Account in their name, to which the entirety of the Interests in your Account shall be transferred. If you have not designated an executor / trustee, then we reserve the right to (i) treat as your executor / trustee any person entitled to inherit your Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a Will or similar document, or (ii) require an order designating an executor / trustee from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the executor / trustee designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Account. Pursuant to the above, unless your designated executor / trustee already holds an Account (in which case they may still be required to undergo additional identity verification procedures), the opening of a new Account by a designated executor / trustee is mandatory following the death of a Account owner, and you hereby agree that your executor / trustee will be required to open a new Account and provide the information required under this Agreement in order to gain access to the contents of your Account.
If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
The following sections will survive the expiration or termination of this Agreement and the termination of your Account: all defined terms and Sections 2, 3, 4, 5.2-3, 8, 9, 10, 11, 12.3, 12.4, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22.
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without MetaWealth™’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
This Agreement constitutes the entire agreement between you and MetaWealth™ relating to your access to and use of the MetaWealth™ Platform. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of MetaWealth™ prior, concurrent or subsequent circumstance, and MetaWealth™’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.