Terms of Service
Template for Certified Partners (Marketplace Operators)
Introduction
1.1. By using our Marketplace, registering a CP_COMPANY Account (“Account”) or using any of our Services, you ("you, your, or yourself") are agreeing to accept and comply with the terms and conditions of use stated below ("Terms of Use"). You should read the entire Terms of Use carefully before you use this Marketplace or any of the CP_COMPANY Services.
If you do not accept these Terms of Use, do not access this Marketplace and do not use our Services.
1.2. Our Marketplace is accessible through CP_COMPANY’s website (ADD WEBSITE) (the “Marketplace”). The Marketplace enables our users to access and use our Services and services provided by third parties.
1.3. Terms of Use is a legally binding agreement stipulated between you and CP_COMPANY. Once you agree with the Terms of Use you become a user. You should read this carefully because it will define your rights and responsibilities in dealing with us.
1.4. By using our Services and accessing our Marketplace you represent and warrant that you have full power and authority to enter into this agreement, and have not been previously suspended or removed from using our Services.
1.5. As used in this Terms of Use, “CP_COMPANY" refers to the company _____________________, including, without limitation, its owners, directors, investors, employees or other related parties. CP_COMPANY also refers to all the subsidiary entities. Depending upon the context, "CP_COMPANY" may also refer to the services, products, or other materials provided by CP_COMPANY.
1.6. Please read these Terms of Use carefully before using the Marketplace described herein and make sure you understand everything. Please also review the following documents, which form part of the Terms of Use:
Privacy Policy;
Crypto Token Policy;
Cookie Policy;
Risk disclosure;
Fees schedule.
1.7. In the event of any conflict between these Terms of Use and other legal documents issued by us, Terms of Use shall prevail over each of the other documents.
1.8. You also acknowledge our Privacy Policy for information about how we collect, use and share information collected from you.
1.9. We reserve the right to change, modify and replace these Terms of Use at any time based on our sole discretion without any prior notice to you. You will be notified of any substantial changes in advance through your Account. Any changes will be effective immediately upon posting on our Marketplace. It is your responsibility to review these Terms of Use regularly. If at any time you do not agree to these Terms of Use, please stop using our services and accessing our Marketplace. You will be deemed to have accepted changes to the Terms of Use, by continuing to use our services and accessing our Marketplace.
Services
2.1. Through our Marketplace, we enable tokenization of real estate assets (core service). In addition we might offer various ancillary services to core service (together “Services”).
2.2. Tokenization in respect of our Services is a process of converting real estate asset into a digital token in the form of a crypto asset (crypto token).
2.3. For the legal nature of the crypto asset, rights deriving from the crypto asset to the user, technical standards of the crypto asset and other relevant topics, please refer to our Crypto Token Policy.
Verifying who you are
3.1. CP_COMPANY will do everything we can to respect and protect the privacy of our users. However, prior to allowing you to open an Account, we are required to first verify who you are, and make sure you are not using the services for illegal transactions, such as money laundering or terrorism financing.
3.2. CP_COMPANY has full discretion regarding the opening of an Account for a specific user. If CP_COMPANY declines to open the Account for whatever reason, CP_COMPANY is not required to provide any explanation to the user.
3.3. To start using our Services, you will need to register on our Marketplace and perform a Know Your Customer (“KYC”) identification and verification procedure.
3.4. KYC is a user identification process to ensure that the identity of each user is appropriately verified. It is not only a legal requirement to assess and monitor risks, to prevent doing business with a money launderer, terrorist or other criminal, even more importantly, KYC is a fundamental practice to protect the Marketplace and its users from fraud and losses due to illegal funds and transactions.
3.5. We will strive to perform the KYC check within 24 hours, though sometimes the process may last longer.
3.6. You accept and agree that in cases where CP_COMPANY has valid reasons to believe that your Account is used for money laundering or for any other illegal activity, or that you have concealed or reported false identification information and other details, or if there is a valid reason to believe that the transactions effected via your Account were affected in breach of this Terms of Use, CP_COMPANY shall be entitled to require you to provide any additional information and documents to clarify the circumstances. Transactions may be frozen until the documents are reviewed by us and accepted as satisfying the requirements of the legislation for counteracting laundering of monies from criminal activities and financing of terrorism.
3.7. CP_COMPANY can request from you any additional identifying information and supporting documentation at any time at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering of monies obtained by criminal means, or for counteracting financing of terrorism.
Required information (individual and corporate account)
4.1. The information we request for the purpose of identification and verification of individuals and/or businesses is stipulated by the applicable law (anti-money laundering regulation).
Sanctions
5.1. CP_COMPANY is prohibited from transacting with individuals, companies and countries that are on prescribed sanctions lists. CP_COMPANY will therefore screen against United Nations, European Union, UK Treasury and US Office of Foreign Assets Control (OFAC) sanctions lists in all jurisdictions in which we operate.
5.2. It is your own responsibility to follow those rules and laws in your country of residence and/or country from which you access this Marketplace and the Services.
Your consent
6.1. As long as you agree to and comply with these Terms of Use, CP_COMPANY grants to you a personal, non-exclusive, non-transferable, non-sublicensable and limited right to enter and use the Marketplace and the Services.
Maintaining your account: Our rules
7.1. This Marketplace and your CP_COMPANY Account is for the use of the Account holder only – you may not create Accounts on behalf of other people or allow other people to use your Account. We are vigilant in maintaining the security of our Marketplace. By registering with us, you agree to provide CP_COMPANY with current, accurate, and complete information about yourself as prompted by the registration process, and to keep such information updated. You further agree that you will not use any Account other than your own, or access the Account of any other users at any time, or assist others in obtaining unauthorized access. The creation or use of Accounts without obtaining the prior express permission from CP_COMPANY will result in the immediate suspension of all said Accounts, as well as all pending transactions. Any attempt to do so or to assist others (users or otherwise), or the distribution of instructions, software or tools for that purpose, will result in the Accounts of such users being terminated. Termination is not the exclusive remedy for such a violation, and CP_COMPANY may elect to take further action against you.
7.2. You also are responsible for all activity including transactions that are posted to your Account.
7.3. You agree that you will not use the Marketplace or Services to perform criminal activity of any sort, including but not limited to, money laundering, illegal gambling operations, terrorist financing, or malicious hacking.
7.4. You are solely responsible and liable to declare, bear and pay all taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with using our Services.
7.5. We are not giving any advice regarding tax issues and are not responsible for determining any tax implications connected with our Marketplace or Services. We make no representation as to the tax implication of any jurisdiction. You shall be solely liable for all such penalties, claims, fines, punishments, liabilities or otherwise arising from his/her underpayment, undue payment or belated payment of any applicable tax. If certain taxes shall be applicable for our Services, they shall be added on top of the applicable amount. Upon our request, you will provide us any information we reasonably request to determine whether we are obligated to collect VAT (or any other applicable tax) from you, including your VAT identification number. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
7.6. By accessing the Marketplace, using the Services or registering as a user, you represent, warrant and undertake that:
you have accepted the Terms of Use;
you are the legal owner (or an appropriately authorised representative of the legal owner) of the funds you add to your Account and that the same funds derive from a legitimate source;
your use of the services does not constitute a breach of applicable law;
you are aware of the risks in using the services provided by CP_COMPANY and have the necessary experience and knowledge to understand the risks involved in relation to each service provided by CP_COMPANY. These risks include the high volatility risk of crypto assets itself, and that you may lose all of the funds in your Account if the market moves against you;
the information or documents you provide as part of any ID verification process are correct, genuine and up to date;
you will provide any additional information that CP_COMPANY might require from you for the purposes of identification and for any other purposes which are needed to ensure CP_COMPANY’s compliance with applicable regulatory requirements.
Your Account security
8.1. CP_COMPANY is not responsible for the consequences of another party accessing and using your Account data due to your fault or negligence. It is your sole responsibility to safeguard these secrets. CP_COMPANY will not be responsible for any funds lost in this manner.
8.2. Your CP_COMPANY Account is accessible using your login email, password and 2-Factor Authentication.
Our Fees
9.1. The fee schedule is subject to change at any time, and we will not necessarily notify you of any changes. You should check the fee schedule prior to making any transaction.
9.2. The fee will be displayed prior to each transaction. Fees are charged when the transaction is executed and are deducted from the Account balance. If the balance is insufficient to cover the fees, we may refuse to execute the transaction.
Limitation of liability
10.1. To the extent permitted by applicable law, (a) we make no promises as to the completeness, accuracy, availability, timeliness, propriety, security or reliability of the Services or the Marketplace; (b) your access and use of the Services and the Marketplace are at your own risk, and (c) the Services and Marketplace are provided “as is” and “as available”; and (d) we, and our group companies, and our and their officers, directors, employees ("CP_COMPANY Entities"), disclaim all warranties & conditions, express or implied, including, but not limited, to the implied warranties of satisfactory quality, fitness for particular purpose, or non-infringement.
10.2. To the maximum extent permitted by applicable law, in no event will the CP_COMPANY Entities be liable for any indirect, incidental, special, consequential or punitive damages, or any loss (e.g. of profit, revenue, data, or goodwill).
10.3. To the maximum extent permitted by applicable law, in no event will the aggregate liability of the CP_COMPANY Entities (whether in contract, tort (including negligence), breach of statutory duty or otherwise), arising out of or relating to the use of, or inability to use the Marketplace or the Services, or to these Terms of Use exceed the lesser of (a) the value of the currency in your Account at the time of the event giving rise to liability, or (b) $10,000.
10.4. Nothing in these Terms of Use shall operate to limit or exclude liability for (i) death or personal injury resulting from our negligence (ii) fraud or fraudulent misrepresentation, or (iii) any other liability which may not lawfully be limited or excluded.
10.5. This clause will survive the termination of these Terms of Use.
Indemnity
11.1. To the fullest extent permitted by applicable law, you hereby agree to indemnify and hold harmless CP_COMPANY and its partners against any and all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs or expenses, including reasonable attorneys’ fees, in any way arising out of, in relation to or in connection with, directly or indirectly, your or your authorised representatives’:
use of, or conduct in connection with, the Services;
breach of these Terms of Use or any other policy of CP_COMPANY; or
violation of any applicable law or the rights of any other person or entity.
11.2. This clause will survive the termination of this agreement.
Disclaimer
12.1. Many jurisdictions have laws protecting consumers and other contract parties, limiting their ability to waive certain rights and responsibilities. We respect such laws; nothing herein is intended to waive rights or responsibilities that cannot be waived.
12.2 This clause will survive the termination of this agreement.
Financial Advice
13.1. For the avoidance of doubt, we do not and will not provide any investment advice in connection with the Services contemplated by these Terms of Use. Any decision related to crypto assets is solely your own and we will not be liable for any loss suffered from such transactions.
Financial Regulation
14.1. Cryptoassets are not regulated in _______________ by the ________________. When you buy crypto assets through CP_COMPANY, it will not be protected by the ______________________.
14.2. CP_COMPANY is not a financial institution in terms of the banking regulations or any other regulation applicable to financial institutions, such as electronic money institutions.
14.3. CP_COMPANY does not provide any licensed or regulated financial services, such as investment services, fund management or investment advice.
14.4. CP_COMPANY is not acting as the user's broker, intermediary, agent or advisory in any fiduciary capacity.
Availability of Services
15.1 We will strive to provide you with the service as soon as possible but there are no guarantees that access will not be interrupted, or that there will be no delays, failures, errors, omissions or loss of transmitted information.
15.2 We will use reasonable endeavors to ensure that the Marketplace can normally be accessed by you in accordance with these Terms of Use. We may suspend use of the Marketplace for maintenance and will make reasonable efforts to give you notice. You acknowledge that this may not be possible in all circumstances.
Suspension of Services, Termination of Services
16.1. We may, in our discretion and without liability to you, with or without prior notice, temporarily suspend or permanently terminate your access to the Marketplace, your Account or all or some Services(i) in the Event of Force Majeure (ii) if you breach these Terms of Use, or (iii) if we are required to do so in order to comply with our own regulatory obligations.
16.2. For the purpose of this section, "Event of Force Majeure" means any circumstances which we cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes, breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing).
16.3. In particular, we may take such action set out in section 22.1 in the following circumstances: (1) you attempt to gain unauthorized access to the Marketplace or another user's Account or provide assistance to others attempting to do so, (2) you interfere, or try to interfere, with software security features limiting use of or protecting any content, (3) you use the Service to perform illegal activities such as money laundering, illegal gambling operations, financing terrorism, or other criminal activities, (4) you violate these Terms of Use, (5) you fail to pay, or make fraudulent payment, for transactions, (6) you infringe the intellectual property rights of third parties, or (7) we are requested by law enforcement or other government agencies to do so, if deemed to be legitimate and compelling by CP_COMPANY, acting in its sole discretion.
16.4. Temporary suspension. If we suspect activity from your side, which might qualify as a breach of these Terms of Use, we may temporarily suspend access to your Account or access to specific services within the Account. Such temporary suspension may last a maximum of 48 hours. Within this timeframe we will conduct an internal investigation. If our suspicion will be confirmed, we will trigger permanent termination of your Account.
16.5. Permanent termination. In case of permanent termination of your access to our services, we will deactivate and delete your Account, without liability to you. In the event of termination CP_COMPANY will return assets stored on the Account, unless CP_COMPANY believes the user committed fraud. You shall bear all the costs associated with such transfer.
16.6. We expressly reserve the right to cancel and/or terminate Accounts that have not been re-verified by the user despite our good faith efforts to contact you seeking such verification ("Unverified Accounts"). All Unverified Accounts which have been inactive for a period of 6 months or more are further subject to transfer to a third-party cryptographic "escrow" account, and will no longer be maintained or be the legal responsibility of CP_COMPANY.
16.7. You may terminate these Terms and Conditions with CP_COMPANY, and close your Account at any time, following settlement of any pending transactions, by following the instructions published on our support page or with a 14 days' notice by contacting our users support at ___________.
16.8. You agree that the Service is made available to you immediately when you issue a request for a transaction. You (i) acknowledge that you lose your right to cancel the transaction for any reason; and (ii) agree that you request us to immediately begin providing the Services.
16.9. Upon Account closure, any amount less than $50 in value will not be returned. The suspension of an Account shall not affect the payment of the fees due to CP_COMPANY for past transactions.
16.10. Any provision of these Terms of Use that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect. This includes (but is not limited to): this clause, "Sanctions", "Our Fees", "Indemnity", "Disclaimer", "Limited Right of Use", "Your Account.
Suspension or discontinuation of Services in general, modification of Services
17.1. We may, in our full discretion and without liability to you, with prior written notice, suspend or terminate some or all of our Services. In case of such suspension or termination, we will notify you at least 14 days prior to such discontinuation of services and you will have the right to close your Account.
17.2. We may modify and upgrade existing services at any time or we may introduce new services, without prior notice to you.
Limited Right of Use
18.1. Unless otherwise specified, all software, text, images, graphics, data, prices, trades, charts, graphs, video and audio and other material of any kind ("Materials") on this Marketplace are the property of CP_COMPANY and are protected by copyright, trade mark and other applicable intellectual property laws. You may view, print and/or download a copy of the Materials from this Marketplace on any single computer solely for your personal, informational, non-commercial use, provided you keep intact all copyright and other proprietary notices.
18.2. The trademarks, service marks and logos of CP_COMPANY and others used in this Marketplace ("Trade Marks") are the property of CP_COMPANY and their respective owners. The Trade Marks and Material should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated. The use of any such Trade Marks and Materials on any other Marketplace or networked computer environment for any other purpose is strictly prohibited.
18.3. This clause will survive the termination of this agreement.
Email
19.1. Email messages sent over the Internet are not secure and CP_COMPANY is not responsible for any damages incurred by the result of sending email messages over the Internet. We suggest sending email in encrypted formats; you are welcome to send "pretty good privacy", or PGP encrypted emails to us. The instructions and keys to do so are available upon request.
Third Party Services and Products
20.1. We may offer services or products from external providers which are not affiliated with us (“Third Party Services”).
20.2. Use of Third Party Services is not governed by these Terms of Use. Each Third Party Service is governed with by the relevant terms of the respective third party. Third Party Services are not under the control of CP_COMPANY and CP_COMPANY’s responsibility for Third Party Service is, to the extent permitted by law, completely excluded.
20.3. CP_COMPANY shall not be responsible or liable, either directly or indirectly, for any damage or loss caused or alleged to be caused in connection with your use of Third Party Services. The inclusion of Third Party Services on our Marketplace does not imply recommendation, approval or endorsement by CP_COMPANY of Third Party Services or providers of such services.
20.4. We may offer Third Party Services directly on the Marketplace or through the links made available through our Marketplace to reach websites from the external providers.
Miscellaneous
21.1. These Terms of Use constitute the entire agreement between us and you, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
21.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Use. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Use.
21.3. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms of Use.
21.3. CP_COMPANY reserves the right to make changes to these Terms of Use, at its discretion, and at any time.
21.4. You may make a complaint by contacting our support or by sending an email to_____________. We will endeavour to resolve a reported complaint quickly. In any case, we shall resolve a reported complaint not later than 14 days after the complaint was addressed to us. While we will strive to do our best to provide you with any information you require in an accurate manner, any information given shall be subject to these Terms and Use and/or any other terms, conditions or rules directly contained in email format. In case of any contradictions between the information given by our support and the Terms of Use, the provisions contained in these Terms shall prevail. Without prejudice to your legal rights, you hereby acknowledge that any complaint made by you more than 14 days after the date of finalization of the transaction which is the subject of the complaint in question will not be taken into consideration and shall have no value.
21.5. These terms shall be governed by __________ law, except that (if you are a consumer and not a business user) there may be certain mandatory applicable laws of your country which apply for your benefit and protection in addition to or instead of certain provisions of ___________ ("Applicable Law"). Subject to the Applicable Law, the courts of _________ have non-exclusive jurisdiction to settle any dispute arising from or connected with these Terms of Use (including a dispute relating to the existence, validity or termination of these Terms of Use or the consequences of their nullity or any non-contractual obligation arising out of or in connection with these Terms of Use).
21.6. If you have any questions relating to these Terms of Use, your rights and obligations arising from these Terms of Use and/or your use of the Marketplace and the service, your Account or any other matter, please contact us at __________.
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