Terms and Conditions

Last Updated: March 3, 2019

This portal is operated by BlockQuake Funding Ltd. (“BlockQuake”). These terms of use (“Terms”) govern your access to the BlockQuake portal https://invest.BlockQuake.com/ (the “Portal”).

The term “you” or “User” shall refer to any person or entity who views, uses, accesses, browses, registers, or submits any content or material to the Portal. The terms “we,” “our” or “us” shall refer to BlockQuake. If you are accepting the Terms on behalf of an organization or entity, rather than in an individual capacity, you represent and warrant that you are authorized to accept the Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

The Terms govern your use of the Portal and BlockQuake reserves the right to update or replace the Terms any time without notice and you are advised to review the Terms for any changes when you visit the Portal even if you have not received a notification of changes as you are bound by them even if you have not reviewed them.

Your access to and use of the Portal is expressly conditioned on your compliance with these Terms. Certain features, services or tools of the Portal may be subject to additional guidelines, terms, or rules, which will be posted with those features and are a part of these Terms.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING, USING AND/OR CREATING AN ACCOUNT ON THE PORTAL, CONSUMMATING A FINANCIAL TRANSACTION VIA THE PORTAL OR COMMUNICATING WITH USERS THROUGH THE PORTAL, YOU ARE AFFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE PORTAL. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PORTAL, YOU SHOULD LOGOUT,  EXIT AND CEASE USING THE PORTAL IMMEDIATELY.

PRIVACY

Your use of the Portal is subject to the BlockQuake Privacy Policy. Please review our Privacy Policy, which also governs the Portal and informs Users of our data collection practices. 

USE OF OUR PORTAL

BlockQuake provides a marketplace that enables businesses seeking capital to find individuals and firms seeking investment opportunities.

BlockQuake is not a broker-dealer or placement agent. At no time does BlockQuake offer, broker, advise, purchase, sell or otherwise transact in securities regulated by the SEC or federal or state law. We do not accept, hold or transfer cash or securities. We do not guarantee that a Company seeking investment will achieve any level of success or that any proposed offering will qualify under applicable federal and state securities laws. BlockQuake is not a personal financial advisor. BlockQuake, whether through the Portal or otherwise, does not provide personal financial advice, loans or credit, banking, consumer credit ratings, credit decisions, financial products, brokerage accounts, insurance, tax advice, legal advice, or financial or legal services of any kind. Even if featured on the Portal, unless expressly stated otherwise, we not provide endorsement to or for any advisor/company seeking capital or investment opportunity.

BlockQuake does not guarantee any results to anyone. All Users are responsible for making their own decisions to use the Portal and for any activity taken on the Portal, including without limitation registering, posting information about their Company and any proposed financing, reserving an investment, making an investment or otherwise.

Access to our Portal is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide without notice. We will not, and neither will any of our partners, be liable if for any reason our Portal is unavailable at any time or for any period. We may make some parts of our Portal available only to Users who have registered an account with us. You may be required to register an account with us and submit certain personal data to access certain parts of our Portal.

USER REGISTRATION

You may browse the Portal without being a registered user, however, in order to access or use or receive certain features, you may need to register and create an account (“Account”) and become a registered user (“User”).

Only real persons at or above the age of 18 may register for an account and use the Portal. Registering for an account on the Portal creates no commitment or obligation on Users to make any investment or seek any investment. All information you provide to the Portal must be truthful, accurate and complete in all material respects.

Our registration process may use third-party validation technology, including those provided by third-party social media sites, to attempt to confirm your qualification to use the Portal. BlockQuake may reject any application to register an individual or an organization or entity for failure to achieve validation through available methods or otherwise meet BlockQuake’s registration requirements. Your registration and the use of any third-party site is subject to the terms and conditions and policies of such sites and BlockQuake is not responsible or liable for any harm resulting from the use or misuse of those sites, including when such harm could or does affect your account on this Portal or use of the Portal. If you wish to disconnect your Portal account from your validation account, please following instructions provided on the Portal or contact our customer service.

YOUR ACCOUNT

The named registered user of an Account is the only person that may use the Account and it may not be transferred to anyone else. If you are a control person on a Company page, you may transfer responsibility for the page to another individual by contacting customer service. If you represent a firm considering or managing an investment on the Portal or providing advisory services, your replacement representative must register for his/her own account and establish any links from that account that may be available on the site to the firm. You may not assign or otherwise transfer your account to any other person or entity.

You are responsible for maintaining the confidentiality of your user name and password and to periodically change your password to maintain security. You acknowledge that we are not responsible for third party access to your account that results from theft or misappropriation of your account. If you have concerns that your user name or password may have been compromised and suspect that unauthorized access to your account or the Portal has occurred, you must immediately contact BlockQuake’s customer service through a secure method (which may not be through your Portal account).

CONTENT USE LIMITATIONS

Your use of the Portal and its videos, webinars, images, infographics, alerts, text, articles, assessments, checklists, forms, ratings, design, data, source code, analytics, photos, software, trademarks, copyrights, and other information ("Content") may only be used for the lawful and intended purposes expressly authorized by BlockQuake. If you access this Portal from outside the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction, as well as any restrictions that you may be subject to by a department of the United States government.

Any misuse or unauthorized use of the Portal and its Content, or other violations of the Terms may violate Applicable Law (see below), including without limitation SEC regulations and applicable state securities laws, copyright laws (including the Digital Millennium Copyright Act), trademark laws, the laws of privacy, laws of publicity, identity theft and communications statutes and regulations, in which case BlockQuake is authorized to terminate your account and access to the Portal at any time and without notice and report you to the appropriate authorities and other interested parties, such as a claimed intellectual property owner. See our Privacy Policy for more information.

Even if such Content or activity does not violate Applicable Law, you are prohibited from posting or transmitting any material on or through the Portal that, in BlockQuake’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, constitutes anti-competitive collaboration or antitrust violations, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. BlockQuake will fully cooperate with any law enforcement authorities or court order requesting or directing BlockQuake to disclose the identity of anyone posting any such information or materials on the Portal.

By posting Content on the Portal, you represent and warrant that you have all necessary rights to make the Content available on the Portal and acknowledge that all postings on the Portal are not confidential and are available for public viewing.

PROSPECTIVE INVESTOR ACCOUNTS

Any person or entity that is considering making or makes a reservation of investment with a Company that posts its fundraising plans on the Portal, or, after the fundraising plan becomes a qualified offering, makes an investment, does so at his or her own risk. All investment carries risk that you may lose some or all of your investment. No Content on the Portal is a replacement for performing your own due diligence, exercising good judgment and seeking financial, investment, tax or legal advice from qualified and licensed professionals with knowledge of your personal circumstances. Any registered financial, legal or tax representatives or firm working for or with BlockQuake or communicating with you or users in general through the Portal are not your personal advisors and do not have knowledge about your personal circumstances and anything they post is for informational purposes only and may not be accurate to your situation and you agree that you shall not rely on Content on the Portal in making personal decisions about an investment or the potential legal, tax or financial consequences of such investment. You are encouraged to seek personal professional advice from qualified and licensed professionals.

You are solely responsible for your investment decisions. While you may be asked about your identity, individual financial circumstance and investment experience and sophistication during your engagement with the Portal, BlockQuake and its advisors and vendors are not responsible to verify the veracity of the information that you provide, even if you certify to its truth or undergo a suitability review. Whether you are an "Accredited Investor", as such is defined under securities law, or a non-accredited investor, or an institutional investor, BlockQuake and the Companies seeking investment are relying on your representations with respect to your investment experience, your financial status and your eligibility to invest. You may, further, be held personally liable for your fraud, negligence and other bad acts that may result from any false representations you make.

COMPANY OFFERINGS

By virtue of posting Content, Company provides BlockQuake and its affiliates a perpetual, irrevocable, non-exclusive license to the Content and must accept, read and understand all policies, procedures, directions and communications from BlockQuake. No such individual may be an individual who is prohibited from making securities offerings in the United States or country of residence. The registered individuals and the Company are solely responsible for the Content that they post on the Portal, including any changes to the Content made by its employees and advisors. Each registered individual must disclose their affiliation with and interests in the Company in any Content, post or rating they make on the Portal with respect to their Company and offering, including pages outside the Company page. All Content posted on the Portal must be truthful, accurate and complete in all material respects. BlockQuake is not obligated to pre-screen, police, edit or monitor Content posted to the site by Users. If any Content is found to be unlawful or fraudulent, the Content and the entire Company page may be removed by BlockQuake without notice. The Content may not be reposted until it is corrected. If it is believed to be uncorrectable by BlockQuake or its advisors, the registered individuals and the Company may be banned from the Portal.

All Companies seeking to post Content on this Portal about their business and offering, as well as their officers and directors, must apply for eligibility and are subject to certain verification requirements. BlockQuake may request additional information to post your Company on the Portal. Companies are advised to consult with appropriate and qualified legal counsel before making or registering any offering.

Each Company and registered individual associated with and posting for the Company is solely responsible for the Content such Company posts on the Portal and, by registering with the Portal and posting Content on the Portal represents and warrants that: (i) he/she/it has and will comply with all applicable laws, regulations, rules, ordinances, judgments, decrees, injunctions, arbitration awards or order of any governmental agency, authority and regulatory body or anybody duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority ("Applicable Law"); and (ii) such Content does not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Company, further, is responsible for and shall take reasonable steps to determine the suitability of any prospective investor.

PORTAL FEES AND PAYMENT TERMS

Use of the Portal may be subject to certain fees or charges (collectively the "Fees"). BlockQuake will invoice your business for fees due using the contact information you have provided to BlockQuake. Prompt payment of fees is required to maintain your Company's live listing on the Portal. All Fees are non-refundable. BlockQuake will use commercially reasonable efforts to provide you notice in the event the Fees change.

EXCLUSIVITY TERMS

By registering for the Portal and signing up for a Company account and preparing an offering on BlockQuake, or when a marketing agency that works on behalf of Company establishes a draft offering for Company on The Portal, Company agrees that for 12 months after Company offering first goes live to the public, Company will not use any other online funding Portal to raise, solicit, or otherwise obtain funding. By Company using BlockQuake for introductions to marketing agencies or broker dealers, and by Company utilizing any such service provider that BlockQuake introduced to Company, Company commits to the Fees, and that Company will conduct its offering with and through BlockQuake.

ADVISOR ACCOUNTS

Individuals registering as or acting as advisors, analysts or other persons of knowledge or who are such advisors and analysts by trade (collectively, “Advisors”) are required to disclose their licenses, ownership positions and relevant affiliations, including whether a Company is a client, in all interactions with the Portal and with other users of the Portal. Advisors and analysts are solely responsible for the Content they post and any advice or analysis they provide to their client companies or to users of the Portal. BlockQuake accepts no responsibility or liability for Content posted by third parties.

INVESTING IS AT YOUR OWN RISK

Content is provided for educational purposes only and shall not be construed as professional advice. BlockQuake is not responsible for pre-screening, policing, editing or monitoring Content posted to the site by users. Because the Content only provides general coverage of the subject area without considering your individual financial situation or complexities in the law that might apply to you, before acting on any Content you should consult with a competent professional who can advise you about your specific financial objectives. Any action you take on Content or because of using the Portal is at your own risk.

You are solely responsible for using your own judgment in using the Portal, including deciding which financial professional to hire and what products and services you may use and purchase. You are solely responsible for your selection of any advisor or investment, even if the advisor or Company seeking investment was featured as a sponsor of Content. Companies seeking investment, investors and advisors on the Portal are solely responsible for the information they provide on this website and to you, and for the services and products they provide. BlockQuake is not responsible for the conduct of any third party and shall not be liable to any damages or costs of any type arising out of or in any way connected with your use of such services and products. YOU MAY LOSE ALL THE MONEY YOU INVEST ON THE PORTAL. IF YOU CANNOT AFFORD TO LOSE ALL OF YOUR INVESTMENT, YOU SHOULD NOT INVEST.

INDICATE INTEREST

If available (using Reg. A+) you may be able to make an "Indicate Interest" indication on a project which involves no obligation or commitment of any kind. No money or other consideration is being solicited or accepted. Offers to buy securities or pay part of the purchase price cannot be received for any investment in a company until an offering document filed by the applicable company is qualified by the SEC for that investment and through a registered entity. You may withdraw your reservation of investment at any time until a qualified offer of the sale of securities is made and accepted after the SEC offering qualification date. While you keep a reservation, you will be notified if a filing with the SEC is made for a company that you reserved an investment possibility in, when it is amended and when it is qualified. If a test-the-waters or final offering statement is filed with the SEC, it will be made available to you and you are encouraged to read the offering in full as it will provide you with more detailed information about the company, the terms and conditions of any potential offering and the risk, uncertainties and timing associated with any potential offering.

USE OF THE PORTAL AND CONTENT

You are granted a non-exclusive, non-transferable, revocable license to access and use the Portal strictly in accordance with these Terms. As a condition of your use of the Portal, you warrant to us that you will not use the Portal for any purpose that is unlawful or prohibited by these Terms. You may not use the Portal in any manner which could damage, disable, overburden, or impair the Portal or interfere with any other party's use and enjoyment of the Portal. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Portal. 

  

All Content included as part of the Portal, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Portal, is the property of BlockQuake or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. 

  

You will not modify, copy, publish, transmit, reproduce, distribute, reverse engineer, display, post, participate in the transfer or sale, create derivative works, transmit in any form, or in any way exploit any of the Content, in whole or in part, found on the Portal, without the express advance written consent of an officer of BlockQuake or the applicable licensor.  You may not modify, participate in the sale or transfer of, or create any derivative works based on any part of all of the Content. Using Content, including by linking, framing, or mirroring for any purpose, is prohibited without the express advance written consent of an officer of BlockQuake.

Your use of the Portal does not entitle you to make any unauthorized use of any Content, and in particular you will not delete or alter any proprietary rights or attribution notices in the Content. You will use the Content solely for your personal use, and will make no other use of the Content without the express written permission of BlockQuake and the copyright owner. You agree that you do not acquire any ownership rights in the Content. We do not grant you any licenses, express or implied, to the intellectual property of BlockQuake or our licensors except as expressly authorized by these Terms. 

USER CONTENT

All licensors of Content warrant to BlockQuake that they have full rights to share the Content on the Portal and with BlockQuake and any other user of the Portal. Companies seeking investment are solely responsible for the Content that they post and the responses they provide. BlockQuake may, but is not required to, suspend or terminate any user and remove their Content if BlockQuake has reasonable grounds to believe that the registration and any Content is untrue, inaccurate, not current or incomplete. BlockQuake does not validate the information for accuracy or ownership rights or whether it is current. BlockQuake expressly disclaims any responsibility and all warranties of accuracy, truthfulness and completeness of the information posted.

PROHIBITED USES

Use of the Portal is limited to the permitted uses expressly authorized by us. The Portal shall not be used in any way that:

  1. Harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including but not limited to rights of publicity or other proprietary rights)
  2. is unlawful, fraudulent, or deceptive;
  3. uses technology or other means to access unauthorized content or non-public spaces;
  4. uses or launches any automated system or process, including without limitation, "bots," "spiders," or "crawlers," to access unauthorized content or non-public spaces;
  5. attempts to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  6. attempts to damage, disable, overburden, or impair our servers or networks;
  7. attempts to gain unauthorized access to a BlockQuake computer network;
  8. attempts to gain unauthorized access to BlockQuake's user accounts;
  9. uses false or inaccurate BlockQuake’s user accounts;
  10. encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
  11. violates these Terms in any manner; or
  12. fails to comply with applicable third-party terms and conditions or other third-party policies.

LINKS TO THIRD PARTY WEBSITES/THIRD-PARTY SERVICES

The Portal may contain links to other brands or services ("Linked Portals"). The Linked Portals are not under the control of BlockQuake and we are not responsible for the contents of any Linked Portals, including without limitation any link contained in a Linked Portal, products or merchandise sold through the Portal, or any changes or updates to a Linked Portal.

We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by BlockQuake of the services or any association with its operators.  Certain services made available through the Portal are delivered by third parties and organizations. Evaluate the security and trustworthiness of any other site connected to the Portal and any advisor you access through this Portal before disclosing any personal information to them.  

By using any product, service or functionality originating from the Portal, you hereby acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality on behalf of BlockQuake and customers. BlockQuake will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your interactions with third parties.

TERMINATION OF ACCOUNT

We reserve the right to refuse registration, to suspend, block, prevent access to, cancel, or otherwise terminate your right to use the Portal at any time, with or without cause, in our sole discretion and without prior notice to you. We may refuse to accept or may cancel any registration, whether or not the registration has been confirmed, for any or no reason, and without liability to you or anyone else. We also reserve the right to limit or prohibit all activity, including Accounts that, in our sole judgment, appear to be malicious or unlawful. All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, Content ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

 

AVAILABILITY OF PORTAL

BlockQuake does not warrant the Portal, its Content or any services provided or offered on the Portal or any content or services you obtain through your use of the Portal (such as hiring an advisor or making an investment decision) will be uninterrupted, timely, or virus or error free. BlockQuake and its advisors do not guarantee that any financial, legal, tax or other professional you may require will be available or meet your expectations or be able to address all issues you may raise or require. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Portal or the rights or use and enjoyment of the Portal by any other person or entity in any manner. By using the Portal you release BlockQuake, its employees, contractors, advisors, vendors, agents, and affiliates against any and all loss, damage, and claims, in whatever manner, howsoever caused arising from or related to your use of the Portal and any advisor you retain or rely on or any investment decision you may make.

NO WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY BLOCKQUAKE, THE PORTAL AND THE INFORMATION CONTAINED ON THE PORTAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BLOCKQUAKE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PORTAL AND INFORMATION CONTAINED THEREIN.  BLOCKQUAKE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  SOME JURISDICTIONS MAY NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

LIMITATIONS OF LIABILITY

By using the Portal, you agree that BlockQuake and each of their respective parents, affiliates, subsidiaries, franchisees, representatives, consultants, contractors, legal counsel, advertising, public relations, promotional, fulfillment and marketing agencies, website providers, webmasters, and their respective officers, directors, employees, representatives and agents (the "Released Parties") will not be responsible for any incorrect or inaccurate information, whether caused by you or by any of the equipment or programming associated with or utilized to access the Portal; technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in network hardware or software or technical or human error.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLOCKQUAKE OR ANY OF THE OTHER RELEASED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, DELAY, OR UNAVAILABILITY OF THE PORTAL AND ITS CONTENT, INCLUDING LOSS OF MONEY, INABILITY TO CONCLUDE AN INVESTMENT, SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND FOR ANY DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS, PROGRAMS, AND THE DATA THEREON OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE PORTAL, THE CONTENT OR THE USE OF ANY SERVICE OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM BLOCKQUAKE, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BLOCKQUAKE’S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

BLOCKQUAKE SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY PORTAL USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PORTAL IS TO STOP USING THE PORTAL. IF USING MATERIALS FROM THE PORTAL RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS; AND, IF ANY OR ALL THE FOREGOING PARAGRAPHS ARE FOUND TO BE INVALID, IN WHOLE OR IN PART, YOU AGREE THAT OUR TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO COMPENSATORY DAMAGES AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BLOCKQUAKE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THIRD PARTIES, FOR ANY LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS) RELATING TO OR ARISING OUT OF YOUR USE OF, OR INABILITY TO USE THE PORTAL, YOUR VIOLATION OF THESE TERMS OR YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY, OR YOUR VIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES. 

HARM FROM COMMERCIAL USE

You agree that the consequences of commercial use or re-publication of content or information from the Portal may be so serious and incalculable, that monetary compensation may not be a sufficient or appropriate remedy and that we will be entitled to temporary and permanent injunctive relief to prohibit such use.

RELIANCE ON INFORMATION POSTED

Commentary and other materials posted on the Portal are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor of the Portal, or by anyone who may be informed of any of its contents. Opinions expressed, or material appearing, on the Portal are not shared or endorsed by BlockQuake and BlockQuake should not be regarded as the publisher of such opinions or material.

ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Portal that contains typographical errors, inaccuracies or omissions that may relate to product or service descriptions, pricing, promotions, offers, charges and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in the Portal is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information on the Portal, except as required by law. No specified update or refresh date applied in the Portal, should be taken to indicate that all information in the Portal has been modified or updated. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE PORTAL.

ELECTRONIC COMMUNICATIONS 

Using the Portal or sending emails to us constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Portal, satisfy any legal requirement that such communications be in writing.

NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES

This Portal and the Content posted on it or made available through it shall not constitute an offer or solicitation to purchase securities and may not be treated as an offer or solicitation: (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. Any securities that may be offered on the Portal can only be marketed in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence.

ARBITRATION

BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST BLOCKQUAKE ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION SECTION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST BLOCKQUAKE, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST BLOCKQUAKE BY SOMEONE ELSE.

You and BlockQuake agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Portal at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and BlockQuake, and not in a court of law.

The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York.

The Arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms or any disputes arising as a result of these Terms, whether directly or indirectly, including Tort claims that are a result of these Terms. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. YOU UNDERSTAND AND AGREE THAT YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY. This Arbitration Agreement shall survive the termination of these Terms.

CLASS ACTION WAIVER

Any arbitration or action under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, the arbitrator or judge may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. 

JURISDICTION AND APPLICABLE LAW

If for any reason, a dispute proceeds in court, you irrevocably consent to the exclusive jurisdiction of the state and/or federal courts in the State of New York for purposes of any legal action arising out of or related to the use of the Portal or these Terms. To the maximum extent permitted by law, this agreement is governed by the laws of the State of New York, United States of America, without regard to New York conflict of laws rules. Use of the Portal is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. 

ENTIRE AGREEMENT

Unless otherwise specified herein, this agreement constitutes the entire agreement between you and us with respect to the Portal and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us.

CHANGES TO TERMS

We reserve the right, in our sole discretion, to change the Terms under which the Portal is offered. The most current version of the Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates. We may alter or amend our Terms by giving you reasonable notice. By continuing to use the Portal after expiry of the notice period, or accepting the amended Terms (as we may decide at our sole discretion), you will be deemed to have accepted any amendment to these Terms.

RELATIONSHIP BETWEEN THE PARTIES

The Parties are independent contractors and nothing in these Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other. Each Party has sole responsibility for its activities and its personnel, and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate the other Party in any manner.

SEVERABILITY

If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

FORCE MAJEURE

We shall be excused from performance under these Terms, to the extent we are prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of BlockQuake.

MISCELLANEOUS

These Terms constitute the entire agreement between you and us relating to your access to and use of the Portal. The Portal is controlled and operated from within the United States. Without limiting anything else, we make no representation that the Portal, information or other materials available on, in, or through the Portal are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access our Portal from other locations do so on their own volition and are responsible for compliance with applicable laws. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent. The waiver or failure of BlockQuake to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”