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By clicking the box and becoming a member you agree to THIS SUBSCRIBER AGREEMENT (the “Agreement”) by and between CryptoFundList, (“Company”) and you the (“Subscriber”).
- Description of Platform. Company owns and operates the Crypto Fund List internet portal and database (the “Platform”). The Platform aggregates, organizes and displays information about investment funds (“Funds”, and each a “Fund”) which invest primarily in cryptocurrencies, cryptographic tokens, decentralized application tokens, protocol tokens, blockchain-based assets, and other cryptofinance and digital assets.
- Use of Platform. Company shall provide Subscriber with a limited use license to access and use the Platform and the information included therein for informational purposes only in accordance with the terms of this Agreement. All copyrights and all other rights to the Platform and any modifications, enhancements and upgrades thereto shall remain the property of Company or its suppliers.
- Terms of Access. (A) As long as Subscriber is current in with all payments due to Company hereunder (or in any other agreement with Company) and otherwise in compliance hereunder, Subscriber may: (i) access the Platform from an unlimited number of workstations; (ii) permit any of its employees to access the Platform; and (iii) transfer its rights hereunder to a third party; provided, that (a) the prior written consent of Company is obtained; (b) obligations herein are met and that any fee owed to Company is paid in full. (B) Subscriber may not (i) use, download or make copies of the material or information on the Platform, except that Subscriber may download and/or print one copy for Subscriber’s personal, non-commercial use, or as otherwise specifically permitted in this Agreement; (ii) translate, reproduce, recompile, publish, display, perform, modify, upload to, transmit, create derivative works from the Platform, reverse engineer, decompile, disassemble, or make any attempt to discover the source code of the Platform, distribute over any medium including but not limited to over the air television or radio broadcast, a computer network or hyperlink framing on the internet, construct a database of any kind or store (in its entirety or in any part) information and material from the Platform in databases for access by Subscriber or any third party, or distribute any database services containing, or exploit in any way, the information or material on the Platform, except to the extent that any of the foregoing restrictions are expressly prohibited by applicable law; (iii) rent, sublicense, lease, assign, or transfer access to the Platform to any third party with the prior written consent of Company; or (iv) invest in any Fund listed on the Platform (other than Funds in which Subscriber or its affiliates are already invested, have already been solicited for or are already considering an investment in) for thirty (30) days following Subscriber first being made aware of the Fund through the Platform. Subscriber will indemnify, defend (with counsel reasonably acceptable to Company) and hold Company harmless from and against any liabilities, damages, losses, suits, claims and expenses in any way arising from or in connection with Subscriber’s breach of this Section 2(B).
- Technical Requirements. In order to gain access to the Platform Subscriber must maintain an Internet connection. Company shall not be responsible for any damage, loss data, or otherwise resulting or arising from a faulty Internet connection or for any other related fault or event.
- Accredited Investors. Only individuals and entities who are, at a minimum, “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933) are permitted to subscribe and access the Platform. By executing this Agreement Subscriber (i) represents and warrants that it is an “accredited investor”, and that the information relating to Subscriber set forth in Exhibit A attached hereto and forming a part of this Agreement is complete and accurate as of the date hereof; (ii) agrees to notify Company of any change in any such information occurring at any time prior to the termination of this Agreement; and (iii) has, or agrees to provide any information or documentation requested by Company to establish Subscriber’s status as an “accredited investor” including, but not limited to copies of Subscriber’s driver’s license, passport, bank statements, brokerage statements and/or tax returns.
- Suspension of Access. Upon Subscriber’s failure to comply with the terms of this Agreement, Company reserves the right to deny Subscriber access to the Platform; provided, however that Company shall where, applicable and commercially reasonable, notify Subscriber within five (5) days of suspending Subscriber’s access to the Platform and/or terminating this Agreement.
- Term. The term of this Agreement shall be one (1) year, commencing on Effective Date (the “Initial Term”). Upon the expiration date of the Initial Term, and on each annual anniversary date thereafter, this Agreement shall automatically renew for additional one (1) year terms (each, together with the Initial Term, a “Term”). If Subscriber elects not to renew this Agreement upon the expiration of a Term, it must notify Company in writing at least thirty (30) days prior to the termination date of such Term.
- Subscription Fee. The “Subscription Fee” for the Term is $250 or $350 or $1250.00 depending on service chosen.
- Termination. Only Company may terminate this Agreement. If Company terminates this Agreement with cause, where cause is being defined as a material breach of this Agreement by an occurrence of an event as set forth in Section 12, Subscriber shall not be entitled to a refund of any amount of the Subscription Fee and shall remain liable for any outstanding amount of the Subscription Fee owed for the remainder of the current Term. Subscriber agrees upon termination, to cease all access of the Platform. The limitations of warranties and liability below shall continue in force even after any termination. Company shall have the right but not the obligation to terminate this Agreement at any time for any reason, provided that if the termination is without cause, Company will refund Subscriber the proportional amount of the Subscription Fee for the balance of the current Term. The Limitation of Liability below shall continue in force even after any termination.
- DISCLAIMER. The contents of the Platform are for informationAL purposes only. The contents have not been audited for veracity, factual accuracy or completeness by the Company or any of its directors, employees, agents or affiliates. The Platform does not constitute investment advice or counsel or solicitation for investment in any Fund, SECURITY or product. The Platform does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever. arising directly or indirectly from: (i) the use of the Platform, (ii) reliance on any information contained ON THE PLATFORM, (iii) any error, omission or inaccuracy in any such information; or (iv) any action resulting therefrom.
The use of the Platform may be restricted by local law or regulation in certain jurisdictions. This information is not intended to be published or made available to any person in any jurisdiction where doing so would contravene any applicable laws or regulations. Accessing the information contained ON THE PLATFORM in certain jurisdictions may be restricted by law. By accessing THE PLATFORM SUBSCRIBER confirmS that IT IS aware of the laws in ITS own jurisdiction relating to the provision and sale of securities, financial services and products and SUBSCRIBER warrantS and representS that IT will not pass on or utilize information CONTAINED IN THE PLATFORM in a manner that could constitute a breach of such laws by COMPANY or any other person.
Company and/or its directors, employees, agents and/or affiliates may from time to time have interests in, or ongoing business dealings with, Funds listed on the Platform.
COMPANY DOES NOT WARRANT THAT OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR THAT THE APPLICATION WILL BE ERROR FREE. THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
- LIMITATION OF LIABILITY. NEITHER COMPANY NOR COMPANY’S DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO SUBSCRIBER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, arising directly or indirectly from: (i) the use of the Platform, (ii) reliance on any information contained herein, (iii) any error, omission or inaccuracy in any such information; or (iv) any action resulting therefrom. THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY WHETHER OR NOT COMPANY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
- Breach. Subscriber shall be in breach of this Agreement if (i) it fails to pay a sum of money owed hereunder by the date due; (ii) if it fails to perform any material obligation hereunder and such failure continues for more than five (5) days after notice from the Company. Company shall have the right to terminate this Agreement upon five (5) days notice if Subscriber is in breach of any duty or obligation under this Agreement and has failed to cure any such breach within such five (5) days of the mailing or transmission of such notice. Company shall have the right to terminate this Agreement immediately with no ability for Subscriber to cure such default upon the occurrence of any of the following events with respect to Subscriber:
If Subscriber is a legal entity:
- Voluntary liquidation or dissolution;
- A final order by the applicable governmental entity revoking or denying renewal of authority to operate;
- Filing, or having filed against it, a petition for bankruptcy or insolvency or for reorganization, or for the appointment of a receiver or trustee for all or a portion of such party’s property, that is not discharged within sixty (60) days after such filing;
- Making an assignment for the benefit of creditors or petitioning for, or voluntarily entering into, an arrangement of similar nature, or admitting in writing that the party cannot pay its debts as they come due; and
- Sale to a competitor of Company.
If Subscriber is either a legal entity or an individual:
- The assignment of this Agreement to a third party without the express written consent of Company.
- Confidential Information: Whether written or in machine readable form, or disclosed orally or visually to the recipient, “Confidential Information” shall mean information of Company or any Fund (and that of all subsidiaries and affiliates) including without limitation, performance data, investment strategies, investor or customer lists and other investor or customer data, business volumes or usage, financial information, pricing information, software, software documentation, software source code, manuals, formulas, security procedures, information concerning business plans or business strategy, presentations, proposals, technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, formulae, and all information related to the party’s current, future, and proposed products and services, and the subject matter of this Agreement.
13.1 Confidentiality Obligations. The parties hereto acknowledge that during the course of performing this Agreement, and as a result of accessing the Platform, Subscriber, or its officers, affiliates, employees and agents (collectively, the “Receiving Party”), may receive or have access to Confidential Information of Company or Funds (the “Disclosing Party”). Except as expressly authorized by prior written consent of the Disclosing Party, the Receiving Party shall:
If Subscriber is a legal entity:
- Limit access to any Confidential Information of
the Disclosing Party to the Receiving Party’s employees and consultants who have a need-to-know in connection with the legitimate use of Confidential Information as contemplated by this Agreement;
- Advise its employees and consultants having access to the Confidential Information of the obligations set forth in this Section 13; and
- Take appropriate action by instruction or agreement with its employees and consultants having access to the Confidential Information of the Disclosing Party to fulfill the Receiving Party’s obligations under this Agreement.
If Subscriber is either a legal entity or an individual:
- Not disclose any Confidential Information of the Disclosing Party received by the Receiving Party to third parties;
- Not make any copies of the Confidential Information without obtaining the Disclosing Party’s prior consent and not remove any copy or sample of Confidential Information on the Platform; and
- Safeguard all Confidential Information of the Disclosing Party using a reasonable degree of care, but not less than that degree of care used by the Receiving Party in safeguarding its own similar information or material.
13.2 Exceptions To Confidentiality. The obligations of confidentiality and restriction on use herein above shall not apply to any Confidential Information that:
- Was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the Receiving Party; or
- Was lawfully received by the Receiving Party from a third party free of any obligation of confidence to the Disclosing Party; or
- Is required to be disclosed in a judicial proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving the Disclosing Party as much advance notice of the possibility of such disclosure as is practical so that the Disclosing Party may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
- Non-Competition. During the Term of this Agreement or for six (6) months thereafter, Subscriber will not engage in an offering either by itself or a third party that is similar to the Platform and/or competes with the Platform.
- Taxes. In addition to the Subscriber Fee herein, Subscriber is liable for any obligation to pay any federal, state, county, local or governmental taxes, duties, excise taxes, now or hereafter applied on the production, storage, sale, transportation, import, export, licensing or use of the Platforms including sales tax, value added tax or similar tax. Any taxes imposed by federal, state or any municipal government or any amount in lieu thereof, including interest and penalties thereon, paid or payable at any time by Company in connection with the Platform, exclusive of taxes based on net income, shall be borne by Subscriber. Not limiting the generality of the foregoing, Company shall have the right to seek reimbursement for any tax related to the Platform imposed after this Agreement was executed or upon new application hereunder. This Section 15 shall survive termination of this Agreement.
- Miscellaneous. (a) This Agreement is not assignable by Subscriber without the prior written consent of Company. Any transfer or assignment of this Agreement without the express written consent of Company shall be void and a breach of this Agreement. (b) This Agreement shall be deemed to have been made in the State of Delaware, and any and all performance hereunder, or breach thereof, shall be interpreted and construed pursuant to the laws of the State of Delaware without regard to conflict of laws rules applied in the State of California. The prevailing party in any action or proceeding brought with respect to this Agreement shall be entitled to an award of its reasonable legal fees and costs. (c) This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all oral and written agreements, representations and arrangements between the parties with respect to its subject matter. No modification, waiver or amendment of any of the provisions of this Agreement shall be effective unless in writing and signed by both parties to this Agreement. (d) No waiver of any breach of any terms of this Agreement shall be effective unless made in writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall be construed as a waiver of any subsequent breach of that term or of any other term of the same or different nature. (e) If any provision or portion of this Agreement of the application thereof to any person or party or circumstances shall be invalid or unenforceable under applicable law, such event shall not affect, impair, or render invalid or unenforceable the remainder of this Agreement. (f) Section headings are for the guidance of the reader only and shall be of no effect in construing the contents of the respective Sections. (g) Each of the parties hereto shall cooperate and take such actions, and execute such documents as may be reasonably requested by the others in order to carry out the provisions and purposes of this Agreement. (h) This Agreement may be executed in counterpart copies, each of which shall be deemed an original. Electronic and Facsimile signatures shall have the same force and effect as originals. (i) Each of the parties (1) is sophisticated in negotiating business transactions, (2) is, or has had the opportunity to be and has elected not to be, represented by counsel, and (3) has reviewed each of the provisions in this Agreement carefully. (j) Subscriber acknowledges and Company understands and agrees that Company has permission to use Subscriber’s name and logo in press releases and promotional materials. (k) The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provisions and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted; provided, however, that if such invalidity shall be caused by any value, any price, the length of any period of time, the size of any area, or the scope of any activities set forth in any provision hereof, such value, price, period of time, area, or scope shall be considered to be adjusted to a value, price, period of time, area, or scope which would cure such invalidity. (l) Sections 10, 11, 13, 13.1, 13.2, 14, 15 shall survive the termination of this Agreement.
Accredited Investor Questionnaire
Only individuals and entities who are “accredited investors” (as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933) will be permitted to subscribe and access the Platform. Please indicate the basis of the “accredited investor” status of Subscriber by checking the applicable statement or statements.
? The Subscriber is a natural person, whose individual net worth (or joint net worth with the Subscriber’s
spouse) exceeds $1,000,000, excluding the positive value of the Subscriber’s primary residence (for purposes of determining the Subscriber’s net worth, the Subscriber must exclude the value of his or her primary residence and any indebtedness secured by the primary residence up to its fair market value, i.e., any indebtedness secured by the residence that is in excess of the value of the home should be considered a liability and deducted from the Subscriber’s net worth).
? The Subscriber a natural person, who had an individual income in excess of $200,000 in each of the two most recent years or joint annual income with the Subscriber’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
? The Subscriber is a personal (non-business) trust, other than an employee benefit trust, with total assets in excess of $5,000,000.
? The Subscriber is either a corporation, partnership, limited liability company, business trust, or tax-exempt organization (as described in Section 501(c)(3) of the U.S Internal Revenue Code) with total assets in excess of $5,000,000.
? The Subscriber is an entity licensed, or subject to supervision, by U.S. federal or state examining authorities as a “bank”, “savings and loan association”, “insurance company”, or “small business investment company” (as such terms are used and defined in 17 CFR §230.501(a)) or is an account for which a bank or savings and loan association is subscribing in a fiduciary capacity.
? The Subscriber is an entity registered with the SEC as a broker or dealer or an investment company, or has elected to be treated or qualifies as a “business development company” (within the meaning of Section 2(a)(48) of the Investment Company Act of 1940 or Section 202(a)(22) of the Investment Advisers Act of 1940).
? The Subscriber is an entity in which all of the equity owners are either (a) natural persons or grantor trusts having a net worth (individually or jointly with spouse) exceeding $1,000,000 or (b) non-natural persons described above.
If the Subscriber does not qualify in any accredited investor category above, please check the box provided below.
? The Subscriber does not qualify in any of the above accredited investor categories.