Terms of service

Please read these Cryptofacil Terms of Service carefully.  They govern and dictate all the terms and conditions, including your rights and obligations, for accessing and using any of our services.  

All the terms and conditions expressly incorporated herein (“Terms”) apply to any and all access to, or use of, any services made available by Cryptofacil Corp. (“Cryptofacil”) using the website www.cryptofacil.com, or any affiliated or partner websites (together, the “Site”) or our mobile applications, and to any other related service provided by Cryptofacil (collectively, the “Services”). By accessing or using any Services, you expressly agree to be fully and unequivocally bound by these Terms.

1. MODIFICATION OF TERMS

Cryptofacil may modify these Terms by providing reasonable notice of any such modifications or changes, such as by sending you an email, providing notice through the Services, or updating the “Last Updated” date at the top of these Terms. By clicking on the “I Agree” button or checkbox presented in the sign-up registration form, or by continuing to access or use of the Services, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. Cryptofacil encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services. If you have any question regarding the use of the Site or Services, please contact our Support Team at support@cryptofacil.com.

2. ELIGIBILITY

2.1. General Requirements

The Services are intended solely for users who are 18 or older and who satisfy the criteria described in these Terms. You represent and warrant that you: (a) are of legal age to form a binding contract (at least 18 years old); (b) have not previously been suspended or removed from using our Services; (c) are not identified as a “Specially Designated National” by the Office of Foreign Assets Control; (d) are not placed on any country governmental Agency or Department’s Denied Persons List; (e) are not restricted from using our Services by any government entity; and (f) have full power and authority to agree to these Terms.

2.2. Restricted Locations

You may not use the Services if you are a citizen, resident or are located in any country, territory or other jurisdiction on which sanctions are imposed by the United States Office of Foreign Assets Control (OFAC) or where your use of the Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where Cryptofacil has determined, at its discretion, to prohibit use of the Services. Cryptofacil may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to this Section 2.2. You will comply with this Section 2.2, even if Cryptofacil’s methods to prevent use of the Services are not effective or can be bypassed.

2.3. Enterprise User

Unless Cryptofacil has provided prior, written approval to use your account for trading on behalf of a corporation or other legal entity (an “Enterprise User”), you will use the Services and your Cryptofacil Account (as defined below) only for your own account and not on behalf of, or for the account of, any third party. If Cryptofacil has approved your account for trading on behalf of an Enterprise User, you will use the Services and your Cryptofacil Account solely for the account of the specified Enterprise User. If you use any Services on behalf of any Enterprise User, you agree to these Terms on behalf of yourself and any such Enterprise User, and you represent and warrant that you have the authority to bind the Enterprise User to these Terms and that both you and the Enterprise User will be jointly and severally liable under these Terms for any violation of these Terms or any other act or omission by the Enterprise User or by you.

3. ACCOUNT

3.1. Cryptofacil Account

In order to use any Services, you must create and maintain an account through the Services (“Cryptofacil Account”). To create or maintain your Cryptofacil Account, or enable functions on your Cryptofacil Account, you will be required to provide Cryptofacil with certain information and documentation, including, as applicable, the information and documentation associated with identity verification and other screening procedures described in Section 3.3, below. Among other things, you will: (a) create a unique personal and secure password; (b) provide complete and accurate information; (c) promptly update any information you have provided so that the information is complete and accurate at all times; (d) maintain the security of your Cryptofacil Account by protecting your password from unauthorized access or use; (e) promptly update any information you have provided so that the information remains constantly complete and accurate at all times; (f) promptly notify Cryptofacil if you discover or suspect any unauthorized access or use of your Cryptofacil Account or any security breaches related to your Cryptofacil Account; and (g) be responsible for all activities that occur under your Cryptofacil Account, and accept all risks of any authorized or unauthorized access to your Cryptofacil Account.

3.2. Enhanced Security

Cryptofacil may at its sole discretion offer optional enhanced security features for your Cryptofacil Account (including, for example, two-factor authentication or facial recognition sign-in). Cryptofacil encourages, but may or may not require, you to use any such enhanced security features. If enhanced security features are offered to you, or required for your account, and you do enable and/or use enhanced security features, it is your responsibility to ensure the security of, and your continuous control over, any device or account that may be associated with the enhanced security features.

3.3. Identity Verification

Depending on the functions that you seek to enable on your account and based on Cryptofacil’ s unilateral risk determination, Cryptofacil may, in its discretion, require identity verification and other screening procedures with respect to you and/or transactions associated with your Cryptofacil Account. These verification and screening procedures may include, without limitation, checking the information you provide against the Specially Designated Nationals and Blocked Persons list maintained by the U.S. Office of Foreign Assets Control, any country governmental Agency or Department’s Denied Persons List, and any other similar list issued by any country governmental authority prohibiting or limiting business activities or transactions with any persons or business entities. You may be required to provide Cryptofacil with certain personal information, including, but not limited to, your name, address(es), telephone number(s), email address(es), date of birth, taxpayer identification number, government identification number, photograph of your government-issued ID/Passport or other photographic proof of your identity, and information regarding your bank account. You hereby authorize Cryptofacil, directly or through a third party, to make any inquiries Cryptofacil considers necessary to verify your identity and/or protect against fraud, including but not limited to: (a) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth); (b) query account information associated with your linked bank account (e.g., name or account balance); and (c) take any and all action Cryptofacil reasonably deems necessary based on the results of such inquiries and reports. You further expressly authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests and will provide written authorizations immediately upon request, if and as required. Cryptofacil will have no liability or responsibility for any consequences of its verification or screening as described herein, including but not exclusive of any potential or actual permanent or temporary inability to access or use any Services, including your inability to withdraw any coins, Tokens and/or Fiat currency, or execute Trades, as a result of any identity verification or other screening procedures.

3.4. Responsibility for Account Activities

You will be bound by, and hereby authorize Cryptofacil to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your Cryptofacil Account regardless of whether the access is authorized or unauthorized. Upon receipt of written notice from you that the security of your account has been compromised, Cryptofacil may take reasonable steps to protect your account, including, for example, to cease to allow actions initiated using any compromised account passwords, but Cryptofacil is under no obligation to do so and has no liability in the event no steps are taken. The first sentence of this section will continue to apply to any other account password, and any substitute password issued to replace the compromised account password.

3.5. Number of Cryptofacil Accounts

Cryptofacil may, in its sole discretion, limit the number of Cryptofacil Accounts that you may hold, maintain, or acquire.  This includes any Cryptofacil Accounts that are determined to be associated to or related to you in any way.  In the case of an Enterprise User, this also applies to any and all persons or Entities that may have a Cryptofacil Account, or any Cryptofacil Accounts that are determined to be associated or related to you or any of the persons or Entities on whose behalf you are Trading.

4. RISK DISCLOSURES; ASSUMPTION OF RISKS; RELEASE OF CRYPTOFACIL

Trading virtual currency, coins, currency, cryptocurrency, cryptographic tokens and/or any other digital rights or assets (“Tokens”), and use of any other Services provided by Cryptofacil, may involve significant risks and a high potential for financial losses, including but not exclusive of the following:

  • The features, functions, characteristics, operation, use and other properties of any Token (“Token Properties”) and the software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in any Token may be complex, technical or difficult to understand or evaluate.
  • Any Token and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the Token or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.
  • Any Token, Token Properties or Underlying Technology may change or otherwise cease to operate as expected for any number of reasons, such as for example changes made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or to any other aspect of the Token, Token properties, or Underlying Technology resulting from an Attack or any attempt at hacking or an attack. These changes may include, without limitation, a “fork” or “rollback” of a Token or blockchain.
  • Any Token may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to Token Properties or failure of the Token to operate as intended.
  • Cryptofacil may suspend or cease to support the transfer, storage or trading of any Token at any time at Cryptofacil’s discretion.
  • Cryptofacil may choose not to support metacoins, colored coins or other Tokens, or their related side chains or other Underlying Technology that are based on a fork, enhancement, or derivative of a different Token or Underlying Technology (“Derivative Protocols”) even if the Derivative Protocol is based on a Token that is supported by Cryptofacil.
  • Cryptofacil may suspend or reject any transaction requests, suspend or cease support for Tokens, or suspend or terminate your access to the Services in order to comply with applicable laws or regulations or an order from law enforcement or other governmental authority, or for other reasons as specified in these Terms or otherwise at Cryptofacil’s sole discretion.
  • You may be unable to withdraw Tokens prior to Cryptofacil ceasing to support transfer of any such Tokens, resulting in the loss of any such Tokens remaining in your Cryptofacil Account.
  • Any Token may decrease in value or lose all of its value for no known reason, or for one or more reasons due to various factors such as discovery of wrongful conduct, market manipulation, changes to Token Properties or perceived value of Token Properties, Attacks, suspension or cessation of support for a Token by Cryptofacil or other exchanges or service providers, and other factors outside the control of Cryptofacil.
  • Any Token may decrease in value or lose all of its value due to legislative or regulatory activity, or other government or inter-government action. Government regulation of Tokens is uncertain and changing rapidly.
  • Any Token may be lost if sent to the wrong address (for example but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of Token).
  • You may be prevented from sending a transaction request or your transaction request or email may not be received by Cryptofacil or the Services, due to hardware, software or services issues (including, without limitation, Internet and other network connectivity issues).
  • Your transaction request or email to Cryptofacil or the Services may be lost, intercepted or altered during transmission.
  • Unauthorized third parties may access or use your Cryptofacil Account and effect transactions without your knowledge or authorization, whether by obtaining the password to your Cryptofacil Account, obtaining control over another device or account used by you in connection with any enhanced security measures enabled for your account, or by other methods.

The risks described herein may result in loss of Tokens, decrease in or loss of all value for Tokens, inability to access or transfer Tokens, inability to trade Tokens, inability to receive financial benefits available to other Token holders, and other financial losses to you. You hereby assume, and agree that Cryptofacil will have no responsibility or liability for, such risks. 

You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against Cryptofacil, its Affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.  You waive application of any statute or law of any jurisdiction which purports to limit general releases to only claims that are known or suspected to exist at the time of executing such a release. 

You represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Tokens that you decide to acquire or trade; and (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any Token or trade. You accept the risk of trading Tokens by using the Services, and are responsible for conducting your own independent analysis of the risks specific to the Tokens and the Services. You will not acquire or trade any Tokens unless you have sufficient financial resources and can afford to lose all value of the Tokens.

Cryptofacil’s decision to support transfer, storage or trading of any particular Token through the Services does not indicate Cryptofacil’s approval or disapproval of the Token or the integrity, security or operation of the Token or its Underlying Technology. The risks associated with Tokens and trading Tokens apply notwithstanding Cryptofacil’s decision to support a particular Token. Cryptofacil does not provide trading advice, does not have any fiduciary duty to you or any other user or person or Enterprise, and does not make any warranty or representations about any Token, including but not exclusive of the suitability or non-suitability for trading or ownership by you or any person or Enterprise.

5. PRIVACY POLICY

Please refer to our privacy policy for information about how Cryptofacil collects, uses, and shares your information.

6. ACCOUNT FUNDING; TRANSFERS

6.1. Initial Account Funding

In order to engage in a Trade (as defined below) you must first transfer Fiat currency or Tokens that are supported by the Services to your Cryptofacil Account. The Services associated with your Cryptofacil Account may include a wallet service provided by Cryptofacil (“Hosted Wallet”). The Hosted Wallet will permit you to generate one or more addresses to which Tokens may be transferred from an account, wallet or address not hosted or controlled by Cryptofacil (“External Account”). Cryptofacil may require that you verify your control over an External Account or satisfy other verification or screening requirements prior to enabling transfers between the applicable External Account and your Hosted Wallet (any such External Account, an “Approved External Account”).

6.2. Deposits

You may periodically at your discretion transfer from an Approved External Account to your Hosted Wallet any Tokens that are supported for transfer and storage using the Services. If you transfer to your Hosted Wallet any Tokens that are not supported by the Services, such Tokens may be permanently lost.  You may also periodically at your discretion transfer Fiat currency to Cryptofacil’s bank account in order to be credited in your Cryptofacil Account.

6.3. Withdrawals

You are required to retain in your Hosted Wallet a sufficient quantity of Tokens/Fiat currency necessary to satisfy any open orders and any and all applicable Cryptofacil fees. In addition, there may be limits on the amounts that you are able to withdraw on a daily or other periodic basis. Otherwise, you may periodically at your discretion withdraw Tokens by transferring Tokens from your Hosted Wallet to an address not controlled by Cryptofacil (“External Address”). Cryptofacil may require you to verify that any External Address to which you seek to transfer Tokens is associated with an Approved External Account. You hereby authorize Cryptofacil to use your Hosted Wallet to send to any External Address specified by you using the Services, the number of Tokens specified by you using the Services. Cryptofacil is not able to reverse any transfers and will not have any responsibility or liability if you have instructed Cryptofacil to send Tokens to an address that is incorrect, improperly formatted, erroneous or intended for a different type of Token.  You may also periodically at your discretion withdraw Fiat currency by transferring Fiat currency from your Cryptofacil Account to a valid bank account held under your full name (“External Bank”).

6.4. Other Terms Applicable to Transfers

You will be responsible for: (a) paying all fees charged by any third party service provider associated with any External Account or External Address as well as for paying any fees charged by Cryptofacil for any Tokens/Fiat currency transfers; (b) ensuring that any inbound and outbound transfers are handled in compliance with Cryptofacil requirements, third party service provider requirements, Bank instructions or Token requirements; (c) ensuring that the address to which any Tokens are to be transferred is properly formatted and suitable for the type of Token being transferred; and (d) ensuring that there are no errors in any of the transfer instructions you provide using the Services. In the event you fail to comply with any requirements of this Section, the transferred Tokens or Fiat currency may be permanently lost. The timing for completing any transfer will depend on third party actions that are outside the control of Cryptofacil and Cryptofacil makes no guarantee regarding the amount of time it may take to complete any transfer. Cryptofacil may impose limits on the amount of any inbound or outbound transfers, or suspend or terminate the ability to transfer Tokens into or out of your Hosted Wallet and/or the ability to transfer Fiat currency into or out of your Cryptofacil Account, in order to comply with applicable laws or regulations, an order from law enforcement or other governmental authority, or otherwise at Cryptofacil’s discretion.

7. EXCHANGE ORDERS AND TRADES

7.1. Orders; Fees

A “Trade” is an exchange of Tokens/Fiat currency for which trading is supported on the Services between you and another user of the Services, whereby you dispose of certain Tokens/Fiat currency and acquire different Tokens/Fiat currency as part of a single transaction of exchange, or series of exchanges. An “Order” is created when you enter an instruction to execute a Trade using the Services. When you enter an Order you authorize Cryptofacil to execute a Trade on a spot basis for all or a portion of the number of Tokens or Fiat currency specified in your Order in accordance with such Order. You agree to pay Cryptofacil any applicable fees for Trades and authorize Cryptofacil to deduct any such fees from your Hosted Wallet or Fiat currency balance.

7.2. No Broker or Fiduciary Relationship

Cryptofacil is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any Trades or other decisions or activities executed by you using the Services. No communication or information provided to you by Cryptofacil is intended as, or shall be considered or construed as, advice.

7.3. Order Confirmation

Before an Order is placed, the Services will generate and display a confirmation dialogue box summarizing the details of the proposed transaction, including type and amount of Tokens/Fiat currency you are seeking to dispose of, the type and amount of Tokens/Fiat currency that you are willing to accept in exchange for the Tokens/Fiat currency you are seeking to dispose of, Cryptofacil’s estimated fees if the entire Order were to be executed, and the total number and type of Tokens/Fiat currency that will be transferred out of your Hosted Wallet or account balance if the entire Order were to be executed. Your Order will be placed upon confirmation of the Order summary via the Services. Notwithstanding the foregoing, you agree that the failure of the Services to provide such Order summary or confirmation shall not prejudice or invalidate any Order submitted by you or any Trade completed based on such Order.

7.4. Order Matching and Trade Execution

Upon placement of an Order, your Cryptofacil Account will be updated to reflect the open Order and your Order will be included in Cryptofacil’s order book for matching with Orders from other users. If all or a portion of your Order is matched with another user, the Services will execute a Trade. Upon execution of a Trade, your Cryptofacil Account will be updated to reflect that the Order has either been completed due to having been fully executed, or updated to reflect any partial fulfillment of the Order. Orders will remain open until fully executed or cancelled. For purposes of effectuating a Trade, you authorize Cryptofacil to take temporary control of the Tokens/Fiat currency that you are disposing of in the Trade.

You hereby acknowledge that Cryptofacil is not an Exchange, but rather uses the trading services of its Exchange Partner(s) so they can execute the trade orders placed by you while using the Cryptofacil Services.  Any coins, Tokens and/or Fiat currency that are hold in your Cryptofacil Account balance are stored in such Exchange Partner(s).  Cryptofacil is not responsible or liable for any loss or damage of any sort incurred as the result of the storage of your coins, Tokens and/or Fiat currency in such Exchange Partner(s).  Cryptofacil reserves the right to use the trading and other related service of any Exchange partner it chooses to work with.

7.5. Cancellations

You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another user. Once your Order has been matched with an Order from another user, you may not change, withdraw, or cancel your authorization for Cryptofacil to complete such Order. If any order has been partially matched, you may cancel the unmatched open portion of the Order unless and until the unmatched open portion has been matched. Cryptofacil reserves the right to refuse any cancellation request associated with a market Order after you have submitted such Order.

7.6. Insufficient Tokens/Fiat currency

If you have an insufficient amount of Tokens/Fiat currency in your Hosted Wallet or Account balance to fulfill an Order, Cryptofacil may cancel the entire Order or may fulfill a partial Order that can be covered by the Tokens/Fiat currency in your Hosted Wallet or Account balance (after deducting any fees payable to Cryptofacil in connection with the Trade), in Cryptofacil’s sole discretion and without notice to you.

8. GENERAL SERVICE TERMS

8.1. Conditions and Restrictions

Cryptofacil may, at any time and in its sole discretion, refuse any transfer request, Order or other transaction request submitted via the Services, impose limits on the amounts of transfers or Trades that can be completed on a daily or other periodic basis or impose any other conditions or restrictions upon your use of the Services, without prior notice. As an example and for illustration purposes only, Cryptofacil may: (a) limit the number of open Orders that you can establish via the Services; (b) restrict transaction requests from certain locations; or (c) restrict withdrawals or trading if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or if Cryptofacil receives reasonable notice that your ownership of some or all of the Tokens/Fiat currency in your Cryptofacil Account is in dispute.

8.2. Accuracy of Information

You must provide any information required by any screen displayed within the Services. You represent and warrant that all information you provide via the Services is accurate and complete.

8.3. Support for Tokens

Cryptofacil retains the right, in its sole discretion, to determine whether to support transfer, storage or trading of any Token using the Services, and may discontinue or terminate any support for any Token at any time for any or no reason. Unless otherwise required by law or law enforcement, Cryptofacil will make reasonable efforts to notify you of its decision to cease to support of a Token. If Cryptofacil ceases to support transfer or storage of a particular Token using the Services, Cryptofacil will use commercially reasonable efforts to notify you in advance so as to afford you with an opportunity to transfer the affected Token from your Hosted Wallet to an External Address. If you do not transfer the affected Token out of your Hosted Wallet prior to cessation of support for the Token by Cryptofacil, the Token may be lost due to your inability to access, transfer or otherwise control the Token. Cryptofacil will not be liable to you for any losses, liability or expenses related to its decision to cease any support for any Token.

8.4. Derivative Protocols

Unless Cryptofacil notifies you or makes a public statement to the contrary, Cryptofacil does not support Derivative Protocols and you should not use your Cryptofacil Account to attempt to transfer, store, trade or engage in any other type of transaction involving a Derivative Protocol. Cryptofacil will have no responsibility or liability whatsoever in respect to any Derivative Protocol.

8.5. Compliance with Law; Taxes

You are responsible for complying with all applicable laws related to your trading activities and other use of the Services, including without limitation any reporting obligations and payment of all applicable taxes. You will determine what, if any, taxes apply to the Trades and any other transactions you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. Cryptofacil is not responsible for determining whether taxes apply to your Trades or for collecting, reporting, withholding, or remitting any taxes arising from any Trades.

8.6. AML/KYC Compliance

As a business that may be deemed to be a Currency Services Business, Cryptofacil maintains an internal anti-currency laundering and ‘know your customer’ compliance program (“AML/KYC Program”). The AML/KYC Program is a risk-based program founded on the requirements of applicable regulations and international anti-currency laundering laws and regulations. This AML/KYC Program may be updated from time-to-time, including the procedures that Cryptofacil uses to verify its customers’ identities.

8.7. Error Correction Attempts

Cryptofacil may, at its unilateral option and sole discretion, attempt to correct, reverse or cancel any Order, Trade or transfer with respect to which Cryptofacil has discovered that there was an error, whether such error was by you, Cryptofacil or a third party. You hereby authorize Cryptofacil to attempt any such correction, reversal or cancellation described in the preceding sentence. Cryptofacil provides no guarantee or warranty that any such attempt will be made, or will be successful if made, and will have no responsibility or liability for the error or any correction attempt.

8.8. Unclaimed Property

If your Cryptofacil Account has been inactive and you have not responded to reasonable attempts by Cryptofacil to contact you for a reasonable period of time (as defined by the relevant jurisdiction or country), Cryptofacil may have an obligation to report any Tokens/Fiat currency in your Hosted Wallet or Account balance to the applicable governmental entity as unclaimed property. If this happens, Cryptofacil will attempt to contact you using the contact information provided by you. If you do not respond, Cryptofacil may be obligated to turn over any Tokens/Fiat currency in your Hosted Wallet or Account balance to the applicable governmental entity after deducting any fees payable to Cryptofacil.

8.9. Property Disputes

If Cryptofacil receives notice that any Tokens/Fiat currency held in your Hosted Wallet or Account balance are alleged to have been stolen or otherwise are not lawfully possessed by you, Cryptofacil may, but has no obligation to, place an administrative hold on the affected Tokens/Fiat currency or your Hosted Wallet/Account balance. If Cryptofacil does place an administrative hold on some or all of your Tokens/Fiat currency, Cryptofacil may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Cryptofacil has been provided to Cryptofacil in a form acceptable to Cryptofacil. Cryptofacil will not involve itself in any such dispute or the resolution of the dispute. You agree that Cryptofacil will have no liability or responsibility for any such hold, or for your inability to withdraw Tokens/Fiat currency or execute Trades during the period of any such hold.

8.10. Token Promotions

You are responsible for doing all things and taking all actions necessary to enable or receive financial or other benefits made available to Token holders.  For example, and without limitation, if new or additional Tokens are provided (whether by “airdrop” or other means) to holders of a Token, it would be your responsibility to claim the Tokens and to designate the wallet address for such Tokens to be delivered. Cryptofacil has no responsibility to enable, facilitate or help with claiming or receiving any such Tokens or other benefits. If you want to claim tokens or promotions not being supported by Cryptofacil, you have to designate your own, personal wallet as the withdrawal, airdrop, or deposit destination. 

8.11. Unacceptable Use or Conduct

You will not:

  • violate any law, regulation, contract, intellectual property or other third-party right, or commit a tort while using the Services;
  • use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
  • use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, currency-laundering, or terrorist activities, or other illegal activities;
  • use any robot, spider, crawler, scraper, or other automated means or interface not provided by Cryptofacil to access the Services or to extract data;
  • use or attempt to use another user’s account without authorization;
  • attempt to circumvent any content filtering techniques Cryptofacil employs, or attempt to access any service or area of the Services that you are not authorized to access;
  • introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material;
  • develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed;
  • provide false, inaccurate, or misleading information;
  • post content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
  • post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or user content designed to deceive or trick the user of the Service;
  • post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or
  • encourage or induce any third party to engage in any of the activities prohibited under this Section.

9. FEES

You agree to pay Cryptofacil the fees described in the fee schedule (“Fee Schedule”), as periodically updated by Cryptofacil at Cryptofacil’s discretion. The updated Fee Schedule will apply prospectively to any Trades or other transactions that take place following the effective date of the Fee Schedule. You authorize Cryptofacil to remove Tokens/Fiat currency from your Hosted Wallet o Account balance for any applicable fees owed by you under these Terms.

10. CHANGES; SUSPENSION; TERMINATION

10.1. Changes to Services

Cryptofacil may, at its discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any Services.

10.2. Suspension or Termination of Services

Cryptofacil may, at its discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services.

10.3. No Liability

Cryptofacil will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services (whether pursuant to this Section 10 or for any other reason). If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.

10.4. Effect of Termination

In the event of discontinuation of all Services or other termination of your right to access all Services: (a) all amounts payable by you to Cryptofacil will immediately become due; (b) Cryptofacil may delete or deactivate your Cryptofacil Account and all related information and files in such account without liability to you; and (c) Cryptofacil may cancel any open Orders or other transaction requests that are pending at the time of discontinuation or termination. In the event of discontinuation or termination of all Services or discontinuation or termination of transfer or storage Services for all or some Tokens, Cryptofacil will use commercially reasonable efforts, unless prohibited in order to comply with applicable laws or regulations or by order of law enforcement or other governmental authority, to provide you with a period of 90 days to remove the affected Tokens from your Hosted Wallet.

10.5. Survival

The terms of Sections 2.3, 3.3, 4, 5, 6 and 8 through 20 will survive any termination of your access to the Services for ten (10) years, unless otherwise required by applicable law.

11. ELECTRONIC NOTICES

11.1. Consent to Electronic Delivery

You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that Cryptofacil provides in connection with this Agreement, your Cryptofacil Account or any Services. You agree that Cryptofacil may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, sending them using an app or other messaging service to your account on the app or messaging service, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data, and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact Cryptofacil’s Support Team to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below) by sending a support request to support@cryptofacil.com

11.2. Hardware and Software Requirements

In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with Cryptofacil and have sufficient storage space to save past Communications or an installed printer to print them.

11.3. Withdrawal of Consent

You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to our Support Team by sending a support request to support@cryptofacil.com. If you decline or withdraw consent to receive electronic Communications, Cryptofacil may suspend or terminate your use of the Services.

11.4. Requesting Paper Copies

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication that Cryptofacil previously sent you, you may request a copy within 30 days after the date Cryptofacil provided the Communication to you by contacting Cryptofacil at support@cryptofacil.com. In order for Cryptofacil to send paper copies to you, you must have a current street address on file with Cryptofacil. Please note that our Services operate exclusively online and it is very burdensome for Cryptofacil to produce paper copies of Communications. Therefore, if you request paper copies, you agree that Cryptofacil may charge you a processing fee, in the amount described in the Fee Schedule for each page of Communication requested.

11.5. Updating Contact Information

It is your responsibility to keep your email address with Cryptofacil up to date so that Cryptofacil can communicate with you electronically. If Cryptofacil sends you an electronic Communication but you do not receive it because your email address is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Cryptofacil will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Cryptofacil to your email address book so that you will be able to receive the Communications Cryptofacil sends to you. You can update your email address or any other personal information at any time by sending a support request at support@cryptofacil.com. If your email address becomes invalid such that electronic Communications sent to you by Cryptofacil are returned, Cryptofacil may deem your account to be inactive, and you may not be able to complete any transaction via our Services until Cryptofacil receives a valid, working email address from you.

12. PROPRIETARY RIGHTS

12.1. Ownership of Services

The Services, Site and all technology, content and other materials used, displayed or provided in connection with the Services or Site (“Cryptofacil Materials”) together with all intellectual property rights in any of the foregoing are, as between you and Cryptofacil, owned by Cryptofacil.

12.2. Limitations

You may use the Cryptofacil Materials solely as authorized by Cryptofacil in connection with your use of the Services for as long as Cryptofacil permits you to continue to access the Services. Without limiting the foregoing: you will not (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Site, Services or Cryptofacil Materials or use the Site, Services or Cryptofacil Materials in any service bureau environment; (b) modify or create derivative works of the Site, Services or Cryptofacil Materials, or any portion thereof; (c) frame, display or incorporate the Site, Services or Cryptofacil Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services or Cryptofacil Materials; (e) use the Site, Services or Cryptofacil Materials to design, develop or create any competing product or service; or (f) otherwise use the Site, Services or Cryptofacil Materials for any commercial or noncommercial purpose other than their intended purposes determined at Cryptofacil’s discretion. "Cryptofacil”, any product or service names, logos, and other marks used on the Site or Cryptofacil Materials, or otherwise in connection with the Services, are trademarks owned by Cryptofacil or its licensors. You may not copy, imitate or use them without Cryptofacil's prior written consent.

12.3. Feedback

Cryptofacil will own any feedback, suggestions, ideas, or other information or materials regarding Cryptofacil or the Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to Cryptofacil all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

12.4. User Content

You hereby grant to Cryptofacil a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to Cryptofacil using the Services or submit or post to the Site or its Social Networks, and that is not Feedback owned by Cryptofacil (the “User Content”). You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licenses in these Terms, and (b) the User Content and use by Cryptofacil of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. Cryptofacil may remove any User Content from the Site or its Social Networks for any reason at Cryptofacil’s discretion.

13. THIRD-PARTY CONTENT AND SERVICES

In using the Services, you may view content provided by third parties (“Third-Party Content”), including without limitation links to web pages of such parties, which may be represented on the Website.  At the same time you may get access to any platform or network in which crypto assets belong to you, where you are the beneficial owner of crypto assets or where you purchase crypto assets (“Third-party service”); and this platform is maintained by a third party outside of the Services; including, but not limited to third-party accounts.

While using our Website, you may view Third-Party Content. Cryptofacil does not control, endorse, or adopt (unless otherwise expressly stated by Cryptofacil) any Third-Party Content and shall have no responsibility for ThirdParty Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. Cryptofacil is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

Cryptofacil has no control over third-party services. You may be charged fees by the third-party service provider. Cryptofacil is not responsible for any third-party services' fees. You are solely responsible for your use of the third-party service, and you agree to comply with all terms and conditions applicable to any third-party service.

The exchange rates discrepancy is at any time possible due to the Third-Party algorithms. YOU INDEMNIFY AND HOLD CRYPTOFACIL HARMLESS AGAINST ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AFORESAID EXCHANGE RATES DISCREPANCY.

14. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE, THE SERVICES, THE CRYPTOFACIL MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CRYPTOFACIL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND CRYPTOFACIL EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, CRYPTOFACIL DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR CRYPTOFACIL MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT YOUR USER DATA MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, VIRUSES OR OTHER HARMFUL MATERIALS, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.

15. INDEMNIFICATION

You will defend, indemnify, and hold harmless Cryptofacil, its Affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, the Services; (b) any Feedback or User Content you provide; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Cryptofacil (or, at Cryptofacil’s discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Cryptofacil wishes to settle, and if so, on what terms.

16. DISCLAIMER OF DAMAGES

IN NO EVENT WILL CRYPTOFACIL, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, THE CRYPTOFACIL MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CRYPTOFACIL, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF CRYPTOFACIL), EVEN IF CRYPTOFACIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. LIMITATION OF LIABILITY

IN NO EVENT WILL THE LIABILITY OF CRYPTOFACIL, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH SITE, THE SERVICES, THE CRYPTOFACIL MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CRYPTOFACIL, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF CRYPTOFACIL) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO CRYPTOFACIL UNDER THIS AGREEMENT IN THE TRANSACTION IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR IN THE ONE MONTH PERIOD PRECEDING SUCH EVENT, WHICHEVER IS LESS.

18. DISPUTE RESOLUTION; ARBITRATION; WAIVER OF CLASS ACTION

All disputes, controversies or claims arising out of or relating to these Terms or the Services, will be resolved through confidential binding arbitration held in Montevideo, Uruguay by three arbitrators appointed in accordance with the applicable Arbitration Rules and Procedures ("Rules").

 

You agree that any dispute arising out of or related to these Terms or the Services is personal to you and Cryptofacil and that any 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.  To the extent allowed under Uruguayan law, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and 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 Terms. 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. You agree that for any arbitration, the party filing the claim will pay the filing fee and the remaining fees and costs will be ruled by the arbitrator procedures. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. Otherwise, you and Cryptofacil agree that the courts in Montevideo, Uruguay have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

WITH RESPECT TO DISPUTES SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION 18, BOTH YOU AND CRYPTOFACIL ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) THOSE DISPUTES IN COURT BEFORE A JUDGE OR JURY.

19. GOVERNING LAW

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of Uruguay, without regard to conflict of law rules or principles (whether of Uruguay or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that Cryptofacil may initiate a proceeding related to the enforcement or validity of Cryptofacil’s intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in Montevideo, Uruguay will have exclusive jurisdiction. You waive any objection to venue in any such courts.

20. OTHER TERMS

20.1. Copyright Violations

Cryptofacil has a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Cryptofacil by email to info@cryptofacil.com. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Cryptofacil for certain costs and damages.

20.2. Remedies

If you violate any of these Terms, Cryptofacil may, as it determines reasonably necessary to remedy or mitigate your violation, delete all or part of such information transmitted by you, suspend or cancel your account, or confiscate Tokens/Fiat currency owned by you without any prior notice to you. Cryptofacil shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by Cryptofacil pursuant to this paragraph. Any right or remedy of Cryptofacil set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under statute, at law or in equity.

20.3. Cryptofacil Affiliates and Contractors

An “Affiliate” is, with respect to a legal entity, another legal entity that controls, is under common control with, or is controlled by the first legal entity. The Site and any Services may be operated or provided by Cryptofacil, its Affiliates or their respective contractors. To the extent that an Affiliate of Cryptofacil, or contractor of Cryptofacil, is operating or providing any Services, the Affiliate or contractor’s provision of such Services will be under terms identical to these Terms substituting the Affiliate or contractor’s name wherever Cryptofacil’s name occurs in these Terms.

20.4. No waiver

Cryptofacil’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

20.5. Severability

The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms.  In the case that any Term or portion of a Term is found to be invalid or unenforceable, the remainder of the Terms shall operate as thought that portion was not a part of the Terms for the limited purposes of the action for which the validity or enforcement of the said Term is found to be invalid or unenforceable.

20.6. Force Majeure

Cryptofacil will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of Cryptofacil, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

20.7. Assignment

You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. Cryptofacil may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

20.8. Headings

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

20.9. Entire Agreement; Order of Precedence

These Terms contain the entire agreement between you and Cryptofacil, and replace and/or supersede any and all prior and contemporaneous agreements or understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with Cryptofacil, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.