TERMS AND CONDITIONS

Alphaprime.cash User Agreement Last Updated: November 6, 2018

This is an agreement between Alphaprime.cash., its affiliates and subsidiaries (collectively referred to herein as “Alphaprime”, “we”, “us”, or “our”) and you (together with Alphaprime, the “Parties” and each a “Party”). By using any Alphaprime service, whether through Alphaprime.cash, any associated website, API, (collectively, “Services”), you agree that you have read, understood, and accept all of the terms and conditions contained herein (the “User Agreement”), as well as our Privacy Policy located at https://alphaprime.cash/, and Cookie Policy, located at https://alphaprime.cash/cookies

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT IF WE CANNOT RESOLVE A DISPUTE THROUGH OUR USER OPERATIONS TEAM, ALL DISPUTES ARISING UNDER THIS USER AGREEMENT SHALL BE SETTLED IN BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY AND PARTICIPATION IN A CLASS ACTION LAWSUIT.

1. GENERAL USE

1.1 Eligibility. By entering into this User Agreement, you affirm that you are an individual, at least 18 years of age or older, have the capacity to enter into this User Agreement and agree to be legally bound by the terms and conditions of this User Agreement, including the Cookie Policy and the Privacy Policy as incorporated herein, as amended from time to time. In order to use Services provided by Alphaprime, you may be required to provide certain identifying information pursuant to our know-your-customer and anti-money laundering compliance program (“Compliance Program”).

1.2 Modification

1.2.1 We may change the terms of this User Agreement at any time. Any such changes will take effect when posted on the Alphaprime website, or when you use the Services. If you have supplied us with an email address, we will also attempt to notify you by email of changes to this User Agreement.

1.2.2 It is your responsibility to update your contact information, including but not limited to the email address provided to us (if any); failure to do so may result in you not receiving notice of any such changes to the User Agreement.

1.2.3 Read the User Agreement carefully on each occasion you use the Services. Your continued use of the Services shall signify your acceptance to be bound by the current User Agreement. Our failure or delay in enforcing or partially enforcing any provision of this User Agreement shall not be construed as a waiver of any

 

2. DEFINITIONS

2.1 “API” means application programming interface, and is not a Service, as defined below.

2.2 “Fork” means a change to the underlying protocol of a Virtual Currency network that results in more than one version of a Virtual Currency, the result of which may be one or more versions that are not supported by Alphaprime.

2.3 “Service” means one or more features provided or operated by Alphaprime via website  (mobile, desktop, or otherwise), including but not limited to: (a) a Investment service consisting of software that permits you to self-custody virtual currency, organize network investment, view investment history and transact in virtual currencies (the “Wallet”), (b) a noncustodial conversion service that allows you to invest one virtual currency for another (“Investment Service”); (c) third party investment services that allow you to invest one virtual currency for another (“Third Party Conversion Service”); and (d) the AI Advance Program.

2.4 “Investment/Trading Account” means an account for Services associated with both (i) an investment and (ii) a verified identity approved in accordance with Alphaprime’s Compliance Program. A Wallet is not, by itself, a User Account.

2.5 “Virtual Currency” means a cryptocurrency, digital currency, digital asset, cryptoasset or other such similar term describing, for example, Bitcoin or Ether but does not include a derivative of a virtual currency or a security.

3. APPLICABLE LAW

Your relationship with Alphaprime and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (“Applicable Law”). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law.

4.GENERAL RISK FACTORS

4.1 You agree and understand that there are risks associated with utilizing Services involving Virtual Currencies including, but not limited to, the risk of failure 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 our server, including, but not limited to your public and private information provided. You agree and understand that Alphaprime will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.

4.2 You accept and acknowledge that there are risks associated with utilizing any virtual currency network, including, but not limited to, the risk of unknown vulnerabilities in or unanticipated changes to the network protocol. You acknowledge and accept that Alphaprime has no control over any cryptocurrency network and will not be responsible for any harm occurring as a result of such risks, including, but not limited to, the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions.

4.3 The risk of loss in using Services involving Virtual Currencies may be substantial and losses may occur over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable.

4.4 Virtual Currencies are not legal tender and are not backed by any sovereign government. In addition, the legislative and regulatory landscape around Virtual Currencies is constantly changing and may affect your ability to use, transfer, or exchange Virtual Currencies.

5. GENERAL PROVISIONS

5.1 Intellectual Property.

5.1.1 Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with our Services, are the property of Alphaprime or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Services.

5.1.2 You accept and acknowledge that the material and content contained through our Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Services.

5.1.3 You further acknowledge that any other use of content from the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via our Services on any copy you make of the material but failing to do so shall not prejudice Alphaprime’s intellectual property rights therein.

5.1.4 You may not sell or modify materials derived or created from our Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of the materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from our Services without our express, written permission.

5.1.5 Any rights not expressly granted herein to use the materials contained on or through our Services are reserved by Alphaprime in full.

5.2 Accuracy of Information.

5.2.1 We will use reasonable efforts to verify the accuracy of any information displayed, supplied, passing through or originating from the Services, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility.

5.2.2 You agree and understand that we make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Services, information and functions made accessible through the Services, any hyperlinks to third party websites, or the security associated with the transmission of information through the Services, or any website linked to the Services.

5.3 Third Party Services and Content.

5.3.1 In using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). We do not control, endorse or adopt any Third Party Content and have no responsibility for Third Party Content including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party.

5.3.2 You agree and understand that we are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.

5.4 Cooperation with Law Enforcement. Alphaprime may, from time-to-time, respond to requests from law enforcement, regulators and policymakers by producing certain information about or relating to your use of the Services.

5.5 Recordkeeping. You agree and understand that, depending on the Services used by you, Alphaprime reserves the right, in our sole discretion, to create and maintain certain records of your activity and communications relating to your User Account.

6. FEEDBACK, COMPLAINTS, AND DISPUTE RESOLUTION

6.1 Feedback.

6.1.1 Alphaprime strives to improve its Services to address feedback. If you have ideas or suggestions regarding improvements or additions to the Services, we would like to hear them; however, any submission will be subject to this User Agreement.

6.1.2 Under no circumstances will disclosure of any idea or feedback, or any related material to Alphaprime be subject to any obligation of confidentiality or expectation of compensation.

6.1.3 By submitting an idea or feedback or any related material that would be subject to intellectual property rights (the “Work”) to Alphaprime, you grant to Alphapime, with respect to the Work submitted, a non-exclusive, perpetual, global, royalty-free license to use all of the content of such ideas and feedback, for any purpose whatsoever.

6.1.4 Furthermore, by submitting any such idea or feedback, you are waiving any moral rights to the fullest extent permitted under law that you may have in the Work and are representing and warranting to Alphaprime that the Work originated with you, no one else has any rights in the Work, and that Alphaprime is free of any royalty to implement the Work and to use the related material if so desired, as provided or modified by Alphaprime, without obtaining permission or license from any third party.

6.1.5 You further accept that Alphaprime may sub-license in any way all Work and material you have submitted to Alphaprime.

6.2 Technical Support and Dispute Resolution

6.2.1 Technical Support. We will use commercially-reasonable efforts to supply email-based technical support services, but cannot guarantee immediate responses, especially during times of high volume.

6.2.2 Disputes. You agree and understand that any dispute arising under this User Agreement shall be settled in binding arbitration, in accordance with the American Arbitration Association’s rules.

6.2.2.1 Arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitration decision may be enforced in any court. You agree that the arbitrator shall have the authority to order relief, and you agree to abide by all decisions and awards rendered in such a proceeding, which shall be final and conclusive. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to reasonable costs and attorneys’ fees.

6.2.2.2 If the arbitrator(s) or administrator imposes filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. If a court decides that any provision of this section concerning Arbitration is invalid or unenforceable, that provision shall be severed and resolved in accordance with EU law exclusively and the other parts of this section concerning Arbitration shall still apply. In no case shall the remainder of this User Agreement be affected. If the invalidity or unenforceability of a provision causes a dispute to proceed in a court instead of arbitration, the Parties agree that such court must be located in EU, applying EU law.

6.2.3 No Trial by Jury. You agree and understand that by entering into this User Agreement, you expressly waive your right to a trial by jury and right to participate in a class action lawsuit.

7. REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY

7.1 Acceptable Use of Alphaprime Services. When accessing or using the Services, you agree that you are solely responsible for your conduct while accessing and using our Services. Without limiting the generality of the foregoing, you agree that you will not:

  • (a) 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 our Services in any manner;
  • (b) Use the Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money laundering, or terrorist activities;
  • (c) Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
  • (d) Use or attempt to use another investor’s details or credentials without authorization;
  • (e) Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
  • (f) Introduce to the Services any virus, Trojan, worms,logic bombs or other harmful material;
  • (g) Develop any third-party applications that interact with our Services without our prior written consent;
  • (h) Provide false, inaccurate, or misleading information; or
  • (i) Encourage or induce any other person to engage in any of the activities prohibited under this Section.

7.2 Disclaimer of Warranties.

7.2.1 THE ALPHAPRIME SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

7.2.2 We make no warranty that Services are free of viruses or errors, that its content is accurate, that it will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on material, or information, contained on or through our Services.

7.3 Limitation of Liability.

7.3.1 IN NO EVENT SHALL ALPHAPRIME, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR: (A) ANY AMOUNT GREATER THAN THE VALUE OF THE VIRTUAL CURRENCY ACTUALLY DELIVERED TO US BY YOU OR BY YOU TO US IN CONNECTION WITH A SUPPORTED INVESTMENT/TRADING  SERVICE TRANSACTION COMPLETED ON ITS DISPLAYED TERMS OVER THE LAST SIX MONTHS, VALUED AT THE TIME OF THE TRANSACTION; OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ALPHAPRIME HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7.3.2 UNDER NO CIRCUMSTANCES WILL WE BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, SPECIFIC PERFORMANCE OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION WILL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

7.3.3 We will not be responsible or liable to you for any loss and take no responsibility for damages or claims arising in whole or in part, directly or indirectly from: (a) user error such as , incorrectly constructed transactions, or mistyped Virtual Currency addresses; (b) server failure or data loss; (c) corrupted or otherwise non-performing investments; (d) unauthorized access to applications; (e) any unauthorized activities, including without limitation the use of hacking, viruses, phishing, brute forcing or other means of attack against the Services.

7.4 Indemnification.

7.4.1 You agree to indemnify and hold harmless Alphaprime, its affiliates, subsidiaries, directors, managers, members, officers, and employees from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to your or any other person’s use of your credentials or User Account in connection with: (a) use of the Services; (b) breach of this User Agreement or any other policy; (c) feedback or submissions you provide; or (d) violation of any rights of any other person or entity; provided however, that you shall not indemnify Alphaprime for claims or losses arising out of Alphaprime’s gross negligence or willful misconduct. This indemnity shall apply to your successors and assigns and will survive any termination or cancellation of this User Agreement.

7.4.2 Any and all of our indemnities, warranties, and limitations of liability (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth herein. We will not be liable, in contract, or tort (including, without limitation, negligence), other than where we have been fraudulent or made knowing misrepresentations. Nothing in this User Agreement excludes or limits liability which may not be limited or excluded under law.

8. MISCELLANEOUS

8.1 Force Majeure. If by reason in whole or in part of any Force Majeure Event, either you or Alphaprime is delayed or prevented from complying with this User Agreement, then such delay or non-compliance shall not be deemed to be a breach of this User Agreement and no loss or damage shall be claimed by you or Alphaprime by reason thereof. “Force Majeure Event” means any event beyond Alphaprime’s reasonable control, including, but not limited to, 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 including network splits or “forks” or unexpected changes in a computer network upon which the Services rely.

8.2 Taxes. It is your responsibility to determine what, if any, taxes apply due to your use of Alphaprime Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Alphaprime is not responsible for determining whether taxes apply to your Virtual Currency transactions or for collecting, reporting, withholding or remitting any taxes arising from any virtual currency transactions.

8.3 Governing Law. This User Agreement shall be governed by and construed in accordance with Luxembourg Law, without regard to principles of conflict of laws. Nothing in this User Agreement shall be deemed to affect your statutory rights under Luxembourg law.

8.4 Severability. If any part of this User Agreement is held to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of this User Agreement shall not be affected. Any headings contained in this User Agreement are for informational purposes only and are not enforceable provisions of this User Agreement.

8.5 Assignment. This User Agreement shall be binding on your successors, heirs, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations under this User Agreement without prior written consent of Alphaprime, which may be withheld in Alphaprime’s sole discretion. We may assign rights or delegate duties under this User Agreement to an affiliate or subsidiary in our sole discretion.

8.6 Relationship of the Parties. Nothing in this User Agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and Alphaprime are independent contractors for purposes of this User Agreement.

8.7 Entire Agreement. This User Agreement constitutes the entire agreement among the Parties with respect to the subject matter described herein and shall supersede all prior agreements and understandings, written or oral, among the Parties. Subsequent discussions or negotiations between you and Alphaprime will only become part of this User Agreement by way of a written amendment specifically referencing the date and name of this User Agreement.

8.8 Contact Information. For any purpose other than technical support requests, you may contact us by . Email legal@alphaprime.cash.