Last Updated: 11/29/18
Shuttle Finance, Inc. (“Acre,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our services (“Services”), which are made available to you through a variety of platforms, including, but not limited to, www.getacre.io (the “Site”) and our mobile application, which is accessible through a variety of connected devices (the “App”). The Site and the App are collectively referred to as the “Platform.”
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Acre is registered as a Money Services Business with the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). Our Services are currently available to residents of The United States with the exception of NY, WA, OR and CT.
1. DESCRIPTION AND USE OF THE SERVICES
Acre provides a way to buy, store, and sell cryptocurrencies that Acre has designated as supported by the Services ("Supported Cryptocurrencies"). The manner in which Acre selects the Supported Cryptocurrencies is outlined in Acre’s Digital Asset Framework available at https://www.getacre.io/digitalassetframework. You can buy and sell Supported Cryptocurrencies for cash via the App, in partnership with our network of exchange and coin entity relationships, which are transferred into and out of the Acre wallet at the time of purchase or sale. When you purchase Supported Cryptocurrencies through the App, they are held in their native form by Acre, and designated as yours by our internal ledgering system. Buy and sell limits may apply to certain Supported Cryptocurrencies at Acre's sole discretion. Your Acre balance and portfolio will reflect the Supported Cryptocurrencies in which you chose to invest using the App. You can buy or sell Supported Cryptocurrencies using either a bank-linked ACH transaction or any other payment method supported by the App. At the time of sale, cryptocurrency will be transferred back to fiat currency and deposited in your linked payment method of choice. Our Services are provided on a subscription basis (“Subscription”).
Acre is not acting as a broker-dealer or an advisor, including as to any financial, legal, investment, insurance and/or tax matter, and has no fiduciary relationship or obligation to you in connection with any Transactions. Any information provided by Acre is for general information only. You are solely responsible for determining whether any contemplated Transaction is appropriate for you. You are solely responsible for any and all Transaction that you execute through the App. We make no, and hereby disclaim all, representations, warranties, claims, and assurances as to any Transaction. Acre reserves the right to modify the terms of Supported Cryptocurrency purchases and sales at any time and for any reason, including by not limited to, discontinuing such Supported Cryptocurrencies. If a Supported Cryptocurrency is discontinued, Acre will provide functionality to prompt you for a mandatory conversion from the discontinued cryptocurrency to USD.
Acre cannot and does not guarantee the fiat currency value of any Supported Cryptocurrency. By investing in Supported Cryptocurrency using the Services, you acknowledge and agree that the value of a cryptocurrency is highly volatile and that buying, selling, and holding any cryptocurrency involves a high degree of risk of the invested capital. Cryptocurrency networks are operated by decentralized networks of independent third parties. Once a Transaction request has been submitted to a network via the Services, the network will automatically complete or reject the request and you will not be able to cancel or otherwise modify your Transaction request. The relevant cryptocurrency blockchain is solely responsible for verifying and confirming the proposed Transactions that you submit via the Services, and Acre cannot and does not confirm, cancel, or reverse Transactions, other than confirmation of the relevant network's completion of a Transaction. You acknowledge and agree that Acre is not responsible for any Transactions that you make with any cryptocurrency.
We provide Visitors, and Registered Users with access to the Site, the App, and the Services as described below.
Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Site. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Site; and (ii) e-mail us.
Registered Users. Login is required for all Registered Users. Registered Users can do all things that Visitors can do, and may also be able to buy, store and sell the Supported Cryptocurrencies.
2. LICENSE TO USE THE APP
3. COMMUNITY GUIDELINES
Acre’s community, like any community, functions best when its people follow a few simple rules. By visiting the Site, and/or accessing and/or using the App and/or the Services, you hereby agree to comply with these community rules and that:
You will comply with all applicable laws in your use of the Site, the App and/or the Services and will not use the Site, the App and/or the Services for any unlawful purpose;
You will not access or use the Site, the App and/or the Services to collect any market research for a competing business;
You will not upload, post, e-mail, transmit, or otherwise make available any content that:
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
You will not “stalk” or otherwise harass another;
You will not use any robot, spider, scraper, or other automated means to access the Site, the App and/or the Services for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Site, the App and/or the Services for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not interfere with or attempt to interrupt the proper operation of the Site, the App and/or the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site, the App and/or the Services through hacking, password or data mining, or any other means;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
If you are blocked by Acre from accessing the Services, including by blocking your IP address, you agree not to implement any measures to circumvent such blocking (e.g. by masking your IP address or using a proxy IP address).
Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to temporarily or permanently suspend your account or deny you access to the Site, the App and/or the Services, or any portion thereof, without notice, and to remove any content that does not adhere to these guidelines.
The Services are available only for individuals aged 18 years or older, who are located in the United States. If you are under the age of 18, please do not use the Services. By registering as a Registered User, you represent and warrant that you are at least 18 years of age.
5. USE OF PERSONAL INFORMATION
6. SIGN-IN NAME; PASSWORD
If you would like to use the App, you will need to download the App through Apple or any other third party app store where the App is available. During the registration process for Registered Users, we will ask you to create an account, which includes a unique sign-in name (“Sign-In Name”), and password (“Password”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are responsible for the confidentiality and use of your Sign-In Name, and Password. You will promptly inform us of any need to deactivate a Password or Sign-In Name. We reserve the right to delete or change your Password, or Sign-In Name at any time and for any reason.
7. ACCESSING AND DOWNLOADING THE APP FROM ITUNES
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App.
In the event of any failure of the Apple App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App. As between Acre and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Acre.
You acknowledge that, as between Acre and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Apple App or your possession and use of the Apple App, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
8. FEES; RECURRING TRANSACTIONS; TAXES
Fees. You agree to pay all applicable Subscription fees made known to you when you sign up to become a Registered User (“Subscription Fees”). You hereby authorize us to automatically charge the applicable Subscription Fees through ACH debit from your linked account(s). If you buy and/or sell Supported Cryptocurrencies through the App, either via bank transfer or via any other payment method supported by the App, there may be a fee associated with the Transaction (“Transaction Fee”). The Transaction fee shall be made known to you before you execute the Transaction via the App and you agree to pay all applicable Transaction Fees.
IT IS IMPORTANT TO NOTE THAT WHEN YOU SIGN UP FOR A SUBSCRIPTION, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL IT. YOU MAY CANCEL AT ANY TIME BY FOLLOWING THE INSTRUCTIONS ON THE SITE AND THE APP, AND THE CANCELLATION WILL TAKE EFFECT AT THE EXPIRATION OF THE THEN-CURRENT TERM. AT THE END OF SUCH TERM, WE WILL SEND YOU A REMINDER E-MAIL ABOUT THE SUBSCRIPTION’S AUTOMATIC RENEWAL. AGAIN, IF YOU DO NOT CANCEL, THEN YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNDER THE SAME SUBSCRIPTION.
We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.
Recurring Transactions. If you initiate recurring Transactions via the App, you authorize Acre to initiate recurring electronic payments in accordance with your ongoing use of the Services and your selected automatic withdrawals and roundups through either ACH debit or credit entries from your linked account(s). Your recurring Transactions will occur based on your period and amount selection until you or Acre cancels the Transaction. You may change or terminate your automatically occurring Transactions at any time via the App.
Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any Transactions you conduct through the App, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your Transaction history is available in the App.
9. REFUNDS; REVERSALS; UNCLAIMED PROPERTY
Once a Transaction has been initiated, it cannot be reversed. Purchases using a bank account, debit card, or credit card may be reversed or may be subject to a chargeback or related claim. All payment transactions processed through the Services are non-refundable. You may have additional refund or charge-back rights under your agreement with the recipient of such funds, your bank, or applicable law. You should periodically review statements from your bank, which should reflect all applicable payment transactions made using that payment method. You can always access the record of your Transactions by logging into the App.
Under applicable law, after a specified period of inactivity by you with respect to your Acre account, Acre may be required to report and/or remit any cryptocurrency it is holding in custody for you in accordance with unclaimed property laws.
We may, from time to time, offer promotions with various businesses, websites, mobile applications or third parties, which may include opportunities for you to earn deposits within your Acre account. Each such promotion will be subject to and governed by this Agreement, and any additional applicable rules or terms and conditions we may post online, post in our mobile application, include within e-mail or other communications, or otherwise make available to you. To the extent you elect to participate in any such promotion or otherwise make any purchase subject to a promotion, we may share your personal information such as name, e-mail address, purchase dates, and other related information with the applicable third party promotional partner for the limited purpose of allowing such partner the make the promotion available and track participation within such promotion.
11. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
We and our licensors retain all right, title, and interest (including copyright, trademark, patent, trade secrets, and all other intellectual property rights) in our Site, App and Services and all content on our Site, App and Services, including our trademarks, service marks, designs, logos, URLs, and trade names that are displayed on our Site, App, and Service (collectively, the “Acre Materials”). The Acre Materials are protected under both United States and foreign laws. Unauthorized use of the Acre Materials may violate copyright, trademark, and other laws. We hereby grant you a limited, nonexclusive, a non-sublicensable license to access and use the Acre Materials for your personal or internal business use. Such license is subject to this Agreement and does not permit any resale of Acre Materials; the distribution, public performance or public display of any Acre Materials; modifying or otherwise making any derivative uses of the Acre Materials, or any portion thereof; or any use of the Acre Materials other than for their intended purposes. You must retain all copyright and other proprietary notices contained in the original Acre Materials on any copy you make of the Acre Materials. The use or posting of the Acre Materials on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Acre Materials and the Services automatically terminates and you must immediately destroy any copies you have made of the Acre Materials.
The trademarks, service marks, and logos of Acre (“Acre Trademarks”) used and displayed on the Site, App and Services are registered and unregistered trademarks or service marks of Acre. Other company, product, and service names located on the Site, App and Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Acre Trademarks, the “Trademarks”). Nothing on the Site, App and Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Acre Trademarks inures to our benefit.
Elements of the Site and App are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Acre Materials may be retransmitted without our express, written consent for each and every instance.
12. REGISTERED USER CONTENT; LICENSES
Registered Users may post and/or create content through the Platform, including, without limitation, reviews, and comments (hereinafter, "Registered User Content"). You expressly acknowledge and agree that once you submit the Registered User Content for inclusion into the Platform, it will be accessible by others, and that there is no confidentiality or privacy with respect to such Registered User Content, including, without limitation, any personally identifying information that you may make available. We may remove Registered User Content that does not adhere to our Community Guidelines, or that is offensive or otherwise unacceptable to us in our sole discretion. YOU, AND NOT ACRE, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR REGISTERED USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.
You retain all copyrights and other intellectual property rights in and to your own Registered User Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Registered User Content as reasonably necessary to provide the Platform.
If you submit Registered User Content to us, each such submission constitutes a representation and warranty to Acre that such Registered User Content is your original creation (or that you otherwise have the right to provide the Registered User Content), that you have the rights necessary to grant the license to the Registered User Content under the prior paragraph, and that it and its use by Acre and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.
13. COMMUNICATIONS TO US
Although we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
Acre reserves the right to investigate suspected violations of this Agreement. Acre may seek to gather information from the user who is suspected of violating this Agreement, and from any other user. Acre may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If Acre believes, in its sole discretion, that a violation of this Agreement has occurred, it may edit or modify any submission, posting or email, remove the material permanently, cancel positions, warn users, suspend users and passwords, terminate accounts or take other corrective action it deems appropriate. Acre will fully cooperate with any law enforcement authorities or court order requesting or directing Acre to disclose the identity or identifying information relating to anyone posting any such messages. Acre will fully cooperate with any law enforcement authorities or court order requesting or directing Acre to disclose the identity and other available information relating to anyone posting any emails, or publishing or otherwise making available any materials that are believed to violate this Agreement.
15. EXPORT CONTROLS
The Services may be subject to export control regulations under applicable law, including in the United States. By using the Services you represent that you are not an individual or entity that is, or an entity owned or controlled by persons or entities that are, (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Swiss government, or any other governmental authority with jurisdiction over Acre or Acre Services; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce's Bureau of Industry and Security; or (iii) located, organized, or resident in a country or territory that is, or whose government is, the subject of US economic sanctions, including, without limitation to North Korea, South Sudan, Sudan, or Syria.
We may not be liable for delays, failure in performance or interruption of service which may result directly or indirectly from any cause of condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or Software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
17. SYNAPSEFI TERMS
Bank services are provided through our banking software provider, SynapseFI. To report a complaint relating to the bank services, email email@example.com.
By using our services, you authorize Acre to hold your deposits for your benefit at Evolve Bank & Trust, Member FDIC, in an account (“FBO Account”). For purposes of applicable FDIC deposit insurance limitations, please note that deposits in Evolve Bank & Trust FBO Account may not be separately insured from any other deposit accounts you may have with Evolve Bank & Trust.
17.1 LIABILITY OF CONSUMER FOR UNAUTHORIZED TRANSFERS
18. NO WARRANTIES; LIMITATION OF LIABILITY
THE PLATFORM, SERVICES, ACRE MATERIALS, AND ALL CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM AND SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
NONE OF ACRE, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “ACRE PARTIES”) ENDORSE OR RECOMMEND ANY SUPPORTED CRYPTOCURRENCIES OR ANY TRANSACTIONS. NONE OF THE ACRE PARTIES HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTIONS OR FOR ANY RESULTS CAUSED BY USING THE PLATFORM AND SERVICES, INCLUDING WITHOUT LIMITATION, ANY FINANCIAL LOSS.
THE CONTENT ON THE PLATFORM IS FOR INFORMATIONAL PURPOSES ONLY. NO MATERIAL AVAILABLE THROUGH THE PLATFORM SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SUPPORTED CRYPTOCURRENCY OR PRODUCTS OR SERVICES OF ANY ENTITY. INVESTMENT OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. THE PLATFORM AND THE SERVICES PROVIDE NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THEM IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS. IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE INVESTMENT AND THE TERMS OF THE OFFERING. WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY INVESTMENT. TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE THROUGH THE PLATFORM OR THE SERVICES, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND NO REPRESENTATION IS BEING MADE THAT ANY INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.
YOU UNDERSTAND AND AGREE THAT ACRE DOES NOT WARRANT THAT ANY TRANSACTION WILL BE EXECUTED, OR THAT TRANSACTIONS WILL BE EXECUTED WITHOUT DELAY. IN ADDITION, ACRE DOES NOT WARRANT THAT PRICE QUOTES ARE ACCURATE OR WILL BE FREE OF DELAY OR ERROR. YOU UNDERSTAND AND AGREE THAT THE EXECUTION OF TRANSACTIONS MAY BE AT A PRICE SIGNIFICANTLY DIFFERENT FROM THE PRICES QUOTED BY ACRE AT THE TIME OF YOUR SEARCH OR AT THE TIME YOU PROVIDE INSTRUCTIONS TO EXECUTE A TRANSACTION. ACRE IS NOT RESPONSIBLE IF THE TRANSACTIONS FAIL TO EXECUTE.
PLEASE NOTE THE FOLLOWING DISCLOSURES ASSOCIATED WITH VIRTUAL CURRENCIES:
VIRTUAL CURRENCIES ARE NOT LEGAL TENDER, ARE NOT BACKED BY THE GOVERNMENT, AND ACCOUNTS AND VALUE BALANCES ARE NOT SUBJECT TO FEDERAL DEPOSIT INSURANCE CORPORATION PROTECTIONS.
LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS AT THE STATE, FEDERAL, OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, EXCHANGE, AND VALUE OF VIRTUAL CURRENCIES.
TRADES IN VIRTUAL CURRENCIES MAY BE IRREVERSIBLE, AND, ACCORDINGLY, LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRADES MAY NOT BE RECOVERABLE.
SOME VIRTUAL CURRENCY TRADES SHALL BE DEEMED TO BE MADE WHEN RECORDED ON A PUBLIC LEDGER, WHICH IS NOT NECESSARILY THE DATE OR TIME THAT THE CUSTOMER INITIATES THE TRADE.
THE VALUE OF A VIRTUAL CURRENCY MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE GOVERNMENT-ISSUED CURRENCY FOR THAT VIRTUAL CURRENCY, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR VIRTUAL CURRENCY SHOULD THE MARKET FOR THAT VIRTUAL CURRENCY DISAPPEAR.
THERE IS NO ASSURANCE THAT A PERSON WHO ACCEPTS A VIRTUAL CURRENCY AS PAYMENT TODAY WILL CONTINUE TO DO SO IN THE FUTURE.
THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE OF VIRTUAL CURRENCIES RELATIVE TO GOVERNMENT-ISSUED CURRENCIES MAY RESULT IN SIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME.
THE NATURE OF VIRTUAL CURRENCIES MAY LEAD TO AN INCREASED RISK OF FRAUD OR CYBER ATTACK.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM TRANSACTION LOSSES, LOST DATA, OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, CONTENT, OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, CONTENT, OR ANY RELATED SERVICES SHALL BE LIMITED TO THE MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS, INCLUDING NEW JERSEY DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
THE PLATFORM AND SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED THEREIN. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AND SERVICES AT ANY TIME WITHOUT NOTICE. THE PLATFORM AND SERVICES MAY CONTAIN INFORMATION ON SUPPORTED CRYPTOCURRENCIES THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A SUPPORTED CRYPTOCURRENCY ON THE PLATFORM AND/OR SERVICES DOES NOT IMPLY THAT SUCH SUPPORTED CRYPTOCURRENCY IS OR WILL BE AVAILABLE WHEN YOU WOULD LIKE TO PURSUE IT.
You agree to defend, indemnify, and hold harmless Acre, our affiliates, and our and their respective past, current, and future shareholders, employees, officers, directors, attorneys, principals, trustees, representatives, agents, partners, predecessors, successors, and assigns from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement (including, without limitation, breach of any warranties or representations made by you herein) or any of your transactions. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
20. EXTERNAL SITES
The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
21. COMPLIANCE WITH APPLICABLE LAWS
The Platform and the Services is based in the United States. We make no claims concerning whether the Platform, Services or Acre Materials may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform, Services or Acre Materials from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
22. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform and/or Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform and/or Services at any time without prior notice or liability.
23. DIGITAL MILLENNIUM COPYRIGHT ACT
Acre respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content or user submissions deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Shuttle Finance, Inc.
1447 2nd Street
Santa Monica, CA 90401
If you believe that your work has been copied on the Site, the App and/or the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site, the App and/or the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
24. CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
25. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Acre Materials, the Platform, or the Services (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 25 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
26, CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
27. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California for purposes of any such action by us.
If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in a signed writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in a signed writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
29. CONTACT US
Shuttle Finance, Inc.
1447 2nd Street
Santa Monica, CA 90401
Copyright 2018 Shuttle Finance, Inc. All rights reserved.