Lior Capital is a decentralized fintech offering digital finance, fundraising (tokenization) and crypto-asset exchange services using blockchain technology. Our mission is to accelerate the adoption of blockchain and crypto-assets in order to increase the rate of financial inclusion and access to financial services.
These Terms Set Forth a Legally Binding Agreement
Please read these Terms of Use (“Terms”, “Terms of Use”, or “Agreement”) very carefully. This Agreement is between you (the “User(s) and collectively with others using the Site - “Users”) and iCapital a company operating the iCapital platform and organized under the laws of Côte d’Ivoire (iCapital “the Company”, “we”, “our” or “us” and together with you, the “Parties”). These Terms govern your use of the website located at www.liorcapital.io (the “Site”), and all related tools, mobile applications, web applications, decentralized applications, smart contracts and APIs located at any of iCapital ’s websites, including without limitation, successor website(s) or application(s) thereto (the “Platform”).
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE OR PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.
Certain features of the Site are subject to other guidelines, terms, or rules, which are located on the Site in connection with such features. The [other guidelines, terms, or rules] and all such additional terms, guidelines, and rules are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User.
Privacy Policy
Our Privacy Policy describes the ways we collect, use, and store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.
Platform
Accessing the Platform through iCapital electronic wallet
To most easily access and use the Platform, you should first install the Google Chrome or Brave web browser. Once you have installed Chrome or Brave, you will need to open Liorcapital.io. iCapital electronic wallet allows you to purchase, store, and engage in transaction. You will also be able to engage in any transactions on the Platform through MetaMask (or other Ethereum-compatible browsers). The Platform will only recognize you as a User, and you will only be able to interact with the Platform, if your electronic wallet is connected and unlocked through your account.
Transactions Are Recorded on the Public Ethereum Blockchain
Transactions that take place on the Platform are managed and confirmed via the Ethereum blockchain. The User understands that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform. We neither own nor control MetaMask, Coinbase, Google Chrome, the Ethereum network, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
The Platform Is Property of iCapital
You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the Platform. The graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “iCapital’s Materials”) are owned by iCapital, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All iCapital’s Materials are the copyrighted property of iCapital’s or its licensors, and all trademarks, service marks, and trade names contained in the iCapital’s Materials are proprietary to iCapital’s or its licensors. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Platform. We reserve all rights in and to the iCapital’s Materials not expressly granted to you in the Terms.
iCapital’s May Use and Share All User Feedback
You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
iCapital’s is a Non-Custodial Service Provider
The Smart Contracts and the Site facilitate User collection of iCapital’s Items, but iCapital’s and its affiliates, the Platform, and the Smart Contracts are not the custodians of any User-owned OYA Items. The User understands and acknowledges that the Smart Contracts do not give iCapital’s custody, possession, or control of any iCapital’s Item or cryptocurrency at any time for facilitating iCapital’s Item transactions. You affirm that you are aware and acknowledge that iCapital’s is a non-custodial service provider and has designed this Platform to be directly accessible by the Users without any involvement or actions taken by iCapital’s or any third party.
External Sites
The Platform or Site may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
User Account and Security
User Agrees to Provide Accurate Registration Information
The User must provide accurate and complete registration information when you create an account for the Platform. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information.
User is Responsible for Account Security
You are solely responsible for the security of your account and your wallet. You agree to undertake to maintain at all times adequate security and control of all of your Account details, passwords, personal identification numbers or any other codes that you use to access the Platform or the Services. You must ensure that Account(s) registered under your name will not be used by any other person. You must notify us immediately of any breach of security, loss, theft or unauthorized use of your username, password or security information at ceo@eic-corporation.org
iCapital’s May Suspend Hacked Accounts
iCapital’s reserves the right to terminate, suspend or restrict your access to any Account(s) if there is reasonable suspicion by us that the person logged into your Account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall iCapital’s or indemnified persons in accordance with these Terms be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any Account(s).
User May Not Use the Platform for Illegal Activity
You agree to use the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. Without limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered by Belgium Law and in any relevant country, or which would involve proceeds of any unlawful activity; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iv) impersonate another person (via the use of an email address or otherwise); (v) upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party; (vi) operate to defraud iCapital’s, other users, or any other person or provide false, inaccurate or misleading information; (vii) use the Platform to violate the legal rights (such as rights of privacy and publicity) of others; (viii) engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering); (ix) interfere with another individual’s or entity’s access to or use of the Platform; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent; (x) exploit the Platform for any unauthorized commercial purpose; (xi) modify, adapt, translate, or reverse engineer any portion of the Platform; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; (xiii) reformat or frame any portion of the Platform; (xiv) display any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xv) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose; (xvi) create user accounts by automated means or under false or fraudulent pretences; or (xvii) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.
User Must Be of Age
You affirm that you are over the age of 18, as the Platform is not intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
Username Policies
iCapital’s account names are available on a first-come, first-served basis. Only one (1) username can be assigned to a public Ethereum wallet address. Usernames are not the User’s intellectual property or personal property. iCapital’s reserves the absolute right to delete, modify, or change a username associated with a User’s wallet address without notice for actual suspected violation of these policies.
Username Squatting
iCapital’s prohibits username squatting and the practice of reserving usernames for future use, especially where there is a likelihood that the username may confuse or mislead others. Users violating this name squatting policy may be removed or renamed without notice. Attempts to sell, buy, or solicit other forms of payment in exchange for usernames are prohibited and may result in permanent account suspension.
Inactive Users
iCapital’s prohibits reserving inactive accounts for future use. iCapital’s has the absolute authority to delete or modify inactive users. Users that have not conducted any transactions on the iCapital’s platform, collected any token item, or initiated any transaction on the Ethereum blockchain for six (6) months may be deleted without notice.
iCapital’s Items
“Digital assets tokenized” on the iCapital’s Platform are represented by a unique cryptographic token. Each iCapital’s Item (“Item(s)”, “Token(s)”, “Non-fungible token(s)”, or “NFT(s)”) is minted using the iCapital’s Smart Contracts. iCapital’s Items are forever tracked and stored on the Ethereum blockchain, with a permanent record of authenticity and ownership.
iCapital’s Platform and trade among users
iCapital’s Platform facilitates a peer-to-peer digital assets where users can purchase and trade digital assets. Users will have the opportunity to buy or sell any listed digital assets.
Making Offers on iCapital’s Items
Users can make offers on all listed iCapital’s Items through the Site. Offers on the iCapital’s platform are legally binding, revocable offers to purchase the Item capable of immediate acceptance by the Owner of the Item. By making an offer, the user agrees to temporarily send and lose control over an amount of offered WETH to a Smart Contract. The Smart Contract is configured to hold the offered until either the offer is accepted by the Owner of the Item, a higher offer is received, or the offer is revoked. The Owner of the Item has the unilateral authority to accept the bid.
Transactions are executed by Smart Contracts
To initiate a transaction on iCapital’s platform, a User must voluntarily invoke one or more Smart Contract operations from the Wallet. All transactions on the iCapital’s, including but not limited to transfers, offers, bids, listings, sales, or purchases of iCapital’s Items are initiated though one or more Smart Contracts at the sole discretion and at the complete risk of the Users. The Smart Contracts are configured to facilitate the execution of a voluntary User offer, an acceptance of an offer, or other confirmation to purchase, sell, bid on, list, or transfer an iCapital’s Item. The User acknowledges the risk of Smart Contracts and agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the User expects.
User Acknowledges the Risk of Smart Contracts and Blockchain Technology
iCapital’s transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Site utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the iCapital’s smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or iCapital’s Items, or lost opportunities to buy or sell iCapital’s Items. iCapital’s assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.
Users Assume the Risk of Interacting with on Smart Contracts
Users hereby acknowledge and assume the risk of initiating, interacting with, participating in transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, the iCapital’s Site, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the iCapital’s site, and in initiating Ethereum-based transactions.
No Attacking or Interfering with the Smart Contracts
Users are forbidden from engaging in any attack, hack, denial-of-service attack, interference, or exploit of any iCapital’s smart contract. Operations performed by a User that are technically permitted by an iCapital’s smart contract may nevertheless be a violation of our Terms of Service and the law.
iCapital’s Makes No Representations or Warranties
iCapital’s makes no representations or warranties, express or implied, written or oral, made by or on behalf of OYA in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any iCapital’s Item or work, smart contract code, or software.
iCapital’s is Not Liable for the Outcome of Any Transaction
iCapital’s shall not be liable to you for contract, tort, or any other types of damages, including indirect, special, incidental, consequential, punitive or exemplary damages arising out of or related to participation in or the outcome of transaction, whether or not iCapital’s has been advised or knew of the possibility of such damages. iCapital’s liability for damages under this Agreement shall in all cases be limited to, and under no circumstances shall exceed, the amount of proceeds actually received by iCapital’s arising out of the damage after deducting all costs, fees and liabilities incurred by or on behalf of iCapital’s.
iCapital’s May Modify these Terms and the Smart Contracts
iCapital’s reserves, the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms and the smart contracts accessible through the iCapital’s Site from time to time.
The Platform Smart Contracts Are Not Controlled By iCapital’s
One executes all transactions or more Smart Contracts processed on the Ethereum (polygon) Virtual Machine and not under any direct control by iCapital’s or any other third party. The User acknowledges and agrees that iCapital’s is not a party to any agreement or transaction between any Users involving the purchase, offer, sale, auction, or transfer of iCapital’s Items, whether or not a commission or fee is received by iCapital’s as a consequence of the transaction. iCapital’s reserves the right to execute Smart Contract transactions on iCapital’s platform.
iCapital’s Prices & Fees
Every transaction on iCapital’s is subject to Fees collected to support the non-profit foundation (EiC Corporation) and the Platform administration. iCapital’s collects a 2% transaction Fee in addition to the Sales Price for every Sale of an iCapital’s Item on the Marketplace.
The amount of Fees for the sale of any token also depends on whether the transaction involves the iCapital’s Item’s first sale (“Primary Sale”) or a subsequent sale in the secondary market (“Secondary Market Sale”). All Fees are collected and distributed at the time of the purchase of an iCapital’s token by operation of the Smart Contracts.
Users Agree to the Automated Collection and Disbursement of Fees by the Smart Contracts
The User agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum blockchain network. By transacting on the platform and by using the Smart Contracts, the User hereby acknowledges, consents to, and accepts all automated fees, commissions, and royalties for the sale of Items on iCapital’s Platform. The User hereby consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. Users hereby waive any entitlement to royalties, commissions, or fees paid to another by operation of the Smart Contracts.
iCapital’s Makes No Representations on Price or Value
Users acknowledge and consent to the risk that the price of an Item purchased on iCapital’s may have been influenced by User activity outside of the control of iCapital’s Platform or exchange Platform. iCapital’s does not represent, guarantee, or warrant the accuracy or fairness of the price of any iCapital’s Item sold or offered for sale on. The User agrees and acknowledges that iCapital’s is not a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of iCapital’s listed tokens.
Gas
All User transactions on the iCapital’s Platform, including without limitation Minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the iCapital’s Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of iCapital’s. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.
Taxes
Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “ associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).
Market Conduct
The iCapital’s platform is a transparent and open digital assets Marketplace that depends on the honest participation of all Users.
Users are prohibited from Manipulating Market Prices
Users are expressly forbidden from accepting, soliciting, offering, bidding, engaging with the Smart Contracts, or otherwise transacting on or off the iCapital’s Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price an iCapital’s token listed.
Users are prohibited from Bidding on, Making Offers on, or Purchasing Their Own Works
iCapital’s users are expressly forbidden from bidding, purchasing, or making offers on their own listed Items, especially for artificially influencing the price of the listed Item(s).
Users are prohibited from Anticompetitive Conduct
Users are generally forbidden from engaging any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for a work (i.e, "wash trading"), or any other anticompetitive bidding conduct such as but not limited to “puffing,” “chill bidding,” “shill bidding,” “sham bidding,” or “sock puppet bidding.”
Users are Prohibited from Using the iCapital’s to Conceal Economic Activity
Users are expressly forbidden from selling works, listing items for Auction, making bids during an auction, purchasing a work, or engaging in any other Market transaction for the purpose of concealing economic activity, laundering money, or financing terrorism. For example, and without limitation, Users are forbidden from using the Platform and any Smart Contract to conceal or transfer proceeds or assets relating to criminal activity or to pay for a Item for any other reason than to obtain the Item. All Users expressly represent and warrant by performing transaction involving the iCapital’s Site or Smart Contracts that their actions are legal under Côte d’ivoire law and the jurisdiction from which they initiate the transaction.
Users Agree to Report Suspicious Market Activity
Users agree to report suspicious market activity of other iCapital’s Users. If a User suspects that one or more iCapital’s Users are in violation of these Terms, the User should promptly inform the OYA team at ceo@eic-corporation.org
Violation of the Market Code of Conduct May Result in iCapital’s Intervention
The User hereby agrees and acknowledges that any forbidden Market conduct described herein and in the may be a violation of the Ivorian law and/or these Terms. iCapital’s hereby reserves the right to completely or partially restrict or revoke a User’s access to the Site for violating these Terms. iCapital’s reserves the right to amend, rectify, edit, or otherwise alter iCapital’s Market transaction data to mitigate market harm caused by a User’s violation of these terms.
User Releases iCapital’s from Claims Arising From Other Users’ Violations of these Terms
The User irrevocably releases, acquits, and forever discharges iCapital’s and its subsidiaries, affiliates, officers, and successors for and against all past or future causes of action, suits, or controversies arising out of another User’s violation of these Terms.
Ownership
All works Minted on the Platform are subject to the iCapital’s License, the terms of which are described below. All Users who receive an iCapital’s Item acknowledge and agree to accept or purchase the Item subject to the conditions of the License.
Ownership of an iCapital’s token
Owners of an iCapital’s Item own a cryptographic token representing a digital assets as a piece of property.
The Limited License Belongs Only to the Current Owner of tokens listed
The User agrees and acknowledges that the lawful ownership, possession, and title to an iCapital’s Item is a necessary and sufficient condition precedent to receive the limited license rights to the underlying Flashcard provided by these Terms. Any subsequent transfer, dispossession, burning, or other relinquishment of iCapital’s Item will immediately terminate the former Owner’s rights and interest in the license or iCapital’s Item as provided by these Terms.
Rights and Restrictions
Issuer’ owns all legal right, title, and interest in all intellectual property rights to listed tokens Minted on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, iCapital’s or Issuer’s depending the specification enjoys several exclusive rights to the listed tokens.
Grants iCapital’s a License to All Minted Works
The Issuers hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express and affirmative grant to iCapital’s , its affiliates and successors a non-exclusive, world-wide, assignable, sub licensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Work on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, the Site, the Market, or any other purpose related to the iCapital’s Platform or business, including without limitation, the express right to: (i) display or perform the Work on the Site, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on the Work, including without limitation, compilations, collective works, and anthologies; (iii) indexing the Work in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Work within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.
User Releases iCapital’s from Copyright Claims
The Issuers and all Users irrevocably release, acquit, and forever discharge iCapital’s and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for iCapital’s use of token in accordance with these Terms, including without limitation, iCapital’s solicitation, encouragement, or request for Users or third parties to host any token listed for the purpose of operating a distributed database and iCapital’s deployment or distribution of a reward, a token, or other digital asset to Users on a distributed database.
Disclaimers and Limitations on Our Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, PIXELHEART AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
iCapital’s Makes No Representations or Warranties
TO THE EXTENT PERMITTED BY APPLICABLE LAW, PIXELHEART AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR ABOUT PRODUCTS, THE VALUE OR TITLE OF E-DRA ITEMS, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SITE. PIXELHEART AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY PRODUCTS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES; OR (G) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS.
TO THE EXTENT PERMITTED BY LAW, OUR COMPANY AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
Limitation on Liability
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF OUR COMPANY AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO US IN FEES OVER THE PAST TWELVE (12) MONTHS.
Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.
Assumption of the Risk
User Acknowledges the Risk of Cryptocurrency and Smart Contracts
YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE ETHEREUM BLOCKCHAIN, NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, ETHEREUM NETWORK, THE METAMASK ELECTRONIC WALLET OR ETHEREUM-COMPATIBLE BROWSER OR WALLET.
iCapital’s is Not Responsible for Technical Errors on the Ethereum or Polygon Blockchain
iCapital’s IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET OR ANY ETHEREUM-COMPATIBLE BROWSER OR WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM OR POLYGON NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20 or ERC-721 standards, including the iCapital’s ecosystem.
The User Acknowledges the Risks of the Platform
You acknowledge that the Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. This warning and others provided in this Agreement by iCapital’s in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Platform. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack.
iCapital’s Does Not Guarantee the Value or Title of listed Token
The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your iCapital’s Items, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the iCapital’s ecosystem, and therefore the potential utility or value of iCapital’s Items listed. The Platform, and digital assets could be impacted by one or more regulatory inquiries regulatory actions, or legislative policies which could impede or limit the ability of iCapital’s to continue to develop the iCapital’s Platform, or which could impede or limit your ability to access or use the Platform or Ethereum and Polygon blockchain. iCapital’s Items may be encumbered by actual or possible copyright or trademark claims against the Item.
User Acknowledges Financial Risk of Digital Assets
Use of the Platform, including the creating, buying or selling trading digital assets, may carry financial risk. digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Platform are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Platform at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether such creating, buying or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.
Miscellaneous Terms
These Terms May Change
These Terms may be discretionarily modified or replaced at any time, unless stated otherwise herein. The most current version of this Agreement will be posted on the Site with the “Last Revised” date at the top of the Agreement changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Platform by you after any modification to the Agreement constitutes your acceptance of the Agreement as modified. If you do not agree to the Agreement in effect when you access or use the Platform, you Platform. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links)
The Smart Contracts May Change
The User acknowledges that iCapital’s may modify, change, amend, or replace one or more of the Smart Contracts from time to time. The User agrees that a modification to one or more of the Smart Contracts does not alter any right or obligation conferred by these Terms.
Confidentiality of Certain Communications
Users may voluntarily contact iCapital’s to report serious misuses of the iCapital’s Platform including, for example, suspicious market activity, hate speech, or other serious violations of these Terms. User agrees to keep confidential all private correspondence with any members of the iCapital’s Team pertaining to another member’s alleged violation of these Terms or other inquiries about iCapital’s policies.
Indemnification
You agree to indemnify and hold harmless our company and its affiliates from and against all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account. If we assume the defence of such a matter, you will reasonably cooperate with us in such defence.
Severability
If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.
Termination
You may terminate these Terms at any time by cancelling your account on the Platform and discontinuing your access to and use of the Platform. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
No Assignment of the Terms
Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that iCapital’s may assign this Agreement without your prior consent to any of iCapital’s affiliates, or to its successors in interest of any business associated with the services provided by iCapital’s. This Agreement shall be binding upon the permitted assigns or transferees of each party.
Governing Law and Jurisdiction
These Terms will be governed by and construed under the laws of Côte d’Ivoire, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms, the Site, or our Products will be filed only in the courts in Côte d’Ivoire. You consent and submit to the personal jurisdiction of such courts for any such action. The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
Please print a copy of these Terms for you records and PLEASE check the Site frequently for any changes to these Terms.