TERMS & CONDITIONS
Last Updated: April 1, 2019
This website is operated by BlockQuake Holdings LLC (hereinafter “BlockQuake”). These terms and conditions (“Terms”) govern your access to the BlockQuake website www.blockquake.com.
The term “you” or “your” shall refer to any entity or person that accesses, views or uses our Website or starts an account with us. The terms “we,” “our” or “us” shall refer to BlockQuake.
These Terms are important and affect your legal rights, so please read them carefully. Note that these Terms contain a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.
The Website is offered to you conditioned on your acceptance without modification of Terms contained herein. Certain features, services or tools of the Website may be subject to additional guidelines, terms, or rules, which will be posted with those features and are a part of these Terms. Your use of the Website constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING THE WEBSITE, USING, OR CREATING AN ACCOUNT ON THE WEBSITE, OR CONSUMMATING A FINANCIAL TRANSACTION VIA THE WEBSITE, YOU ARE AFFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEBSITE.
USE OF OUR WEBSITE Subject to your compliance with its obligations under these Terms, we will provide you with access to the Website. Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide without notice. We will not be liable if for any reason our Website are unavailable at any time or for any period. You must be eighteen (18) years or over in order to access the Website. We do not knowingly collect, either online or offline, personal information from persons under the age of thirteen (13).
REGISTRATION, ACCOUNT AND COMMUNICATION PREFERENCES In order to access and use certain areas or features of the Website, you may need to have an account with us. By creating an account, you agree to (i) provide accurate, current and complete account information about yourself as necessary, (ii) maintain and promptly update from time to time as necessary your account information, (iii) maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to your account. In creating an account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving Website under the laws of the United States or other applicable jurisdiction. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading. (a) Communication Preferences
By creating an account, you also consent to receive electronic communications from us (e.g., via email or by posting notices to the Website). These communications may include notices about your account (e.g., password changes, updates and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. (b) Account Information
You agree to promptly update your Account and other information, including your email address and credit card numbers and expiration dates, if applicable, so that we can complete your transactions and contact you as needed. We reserve the right to suspend the provision of the Website or any part thereof, if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading. You are responsible for all charges incurred under your account, whether made by you or another person using your account. (c) Account Access and Security
You are responsible for maintaining the confidentiality of your account and password for restricting access to your computer or mobile device, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that we are not responsible for third party access to your account that results from theft or misappropriation of your account. We reserve the right to refuse or cancel service, terminate accounts, or remove or edit content from the Website if in our opinion, you have failed to comply with any of the provisions of these Terms.
ACCESS TO WEBSITE We shall use commercially reasonable efforts to ensure the availability of the Website, except that we shall not be liable for: (a) scheduled downtime; or (b) any unavailability caused directly or indirectly by circumstances beyond our reasonable control, including without limitation,(i) a force majeure event; (ii) Internet service provider, web hosting, cloud computing platform, or public telecommunications network failures or delays, or denial of service attacks; (iii) a fault or failure of your computer systems or networks; or (iv) any breach of these Terms by you.
PROHIBITED USES Use of the Website is limited to the permitted uses expressly authorized by us. The Website 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 BlockQuake’s 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.
INTELLECTUAL PROPERTY All of the information and other content displayed on, transmitted through, or used in connection with the Website, including but not limited to, text, graphics, logos, trademarks images, advertising, directories, guides, articles, opinions, reviews, photographs, illustrations, audio clips, video, html, source and object code, software, data, the selection and arrangement of the aforementioned and the “look and feel” of the Website (collectively, the “Content”) is the property of BlockQuake and protected by Copyright law 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, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, found on the Website. Your use of the Website does not entitle you to make any unauthorized use of any protected Content, and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You will use protected Content solely for your personal use, and will make no other use of the Content without our express written permission and the copyright owner. You agree that you do not acquire any ownership rights in any protected 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.
You are granted a non-exclusive, non-transferable, revocable license to access and use the Website strictly in accordance with these Terms. As a condition of your use of the Website, you warrant that you will not use the Website for any purpose that is unlawful or prohibited by these Terms. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.
All other trademarks, registered trademarks, product names and BlockQuake names or logos mentioned on the Website are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, Website, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by BlockQuake.
FEEDBACK You can submit questions, comments, suggestions, ideas, original or creative materials or other information about BlockQuake, the Website or the Website (collectively, “Feedback”). Feedback is non-confidential and shall become the sole property of BlockQuake. We shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
NO INVESTMENT OR FINANCIAL ADVICE The information provided through the Website is for informational purposes only. None of the Content is intended to be, and does not, constitute financial advice or any other advice. All of the Content is general in nature and not specific to you. You should not rely on any of our Content to make an investment decision. You should consult with a financial professional to determine what may be best for your individual needs. We do not make any guarantee or other promise as to any results that may be obtained from using the Website. No one should make any investment decision without first consulting his or her own financial advisor and conducting his or her own research and due diligence.
To the maximum extent permitted by law, we disclaim any and all liability in the event any information, commentary, analysis, opinions, advice and/or recommendations prove to be inaccurate, incomplete or unreliable, or result in any investment or other losses.
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. BLOCKQUAKE IS NOT A PERSONAL FINANCIAL ADVISOR. BLOCKQUAKE, WHETHER THROUGH THE WEBSITE 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 WEBSITE, UNLESS EXPRESSLY STATED OTHERWISE, WE DO NOT PROVIDE ENDORSEMENT TO OR FOR ANY ADVISOR/COMPANY SEEKING CAPITAL OR INVESTMENT OPPORTUNITY.
ERRORS, INACCURACIES AND OMISSIONS Occasionally there may be information on the Website that may contain 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 Website is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information on our Website, except as required by law.
WE DO NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THE WEBSITE OR ANY CONTENT, INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE WEBSITE ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, OR THAT THE RESULTS OF USING THE WEBSITE WILL MEET YOUR REQUIREMENTS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE WEBSITE.
INDEMNIFICATION WITH THE EXCEPTION OF GROSS NEGLIGENCE AND WILLFUL MISCONDUCT ON OUR PART, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BLOCKQUAKE, ITS OWNERS, 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 WEBSITE, 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.
NO WARRANTIES EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY BLOCKQUAKE, THE WEBSITE AND THE INFORMATION CONTAINED ON THE WEBSITE 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 WEBSITE 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.
Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us. Some jurisdictions do 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.
LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLOCKQUAKE OR ANY OF ITS OWNERS, EMPLOYEES, OFFICERS, AGENTS, AFFILIATES, AND SUBSIDIARIES 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, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE WEBSITE OR 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 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).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF BLOCKQUAKE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE WEBSITE EXCEED $100.
RELIANCE ON INFORMATION POSTED Commentary and other materials posted on the Website 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 Website, or by anyone who may be informed of any of its contents.
TERMINATION OR MODIFICATION OF SERVICE We reserve the right to refuse registration, to suspend, block, prevent access to, cancel, or otherwise terminate your right to use the Website 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, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
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 PROVISION. 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 Website 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 provision 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 courts in the State of New York for purposes of any legal action arising out of or related to the use of the Website 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 Website 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 Website 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 Website 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 Website 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.
MISCELLANEOUS The Website is controlled and operated from within the United States. Without limiting anything else, we make no representation that the Website, information or other materials available on, in, or through the Website 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 Website 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.”
CONTACT US We welcome your questions or comments regarding these Terms:
By Email: firstname.lastname@example.org
BlockQuake Holdings, LLC
110 Wall Street
New York, NY 10005