Last updated: October 1, 2019
By using our services, you:
and warrant that:
- You are 18 years of age (or otherwise the legal age of majority),
- You have the capacity to enter into binding obligations, and
- All information supplied by you to us is true, accurate, current and complete;
Terms of Service
- Acceptance of the Terms of Service
The following Terms of Service (the “Terms”) govern your access to and use of:
- our software as a service (SaaS) digital asset management platform, Crows Nest Ex (the “Platform”), via the website crowsnestex.com (the “Site”);
- any digital asset (e.g. cryptocurrencies such as bitcoin), a custodial wallet and account held by Prime Trust, made available through the CrowsNestEx Platform for the storage of property represented in cryptographic tokens form on a blockchain (the “wallet”); and
- all other products or services provided by us to you in connection with the foregoing (collectively, the “CrowsNestEx Platform” or “Platform”).
- CrowsNestEx Services
CrowsNest is focusing on utilizing blockchain technology for use and applications in the crypto-asset marketplace. Blockchain is a relatively new technology that permits the decentralization of information. Blockchain is the technology behind cryptocurrencies such as bitcoin and ethereum.
CrowsNestEx will provide technology to users to trade digital assets. Currently, the three largest groups of assets are cryptocurrencies, security tokens, and utility tokens.
Due to potential regulatory issues, CrowsNestEx will only offer trading of assets which we believe are not securities. In the future, we may seek to obtain a broker-dealer license in order to permit trading of security tokens on the Platform. Until such time, however, users can utilize the CrowsNestEx Platform by opening an account with our affiliated partner, Prime Trust.
Prime Trust is a financial institution dedicated to the blockchain industry that provides custody of crypto-assets, cash (known in cryptocurrency circles as “fiat”) and other alternative and traditional assets, as well as funds processing, AML/KYC compliance, and transaction technology for the new digital economy. As a Nevada chartered trust company, its mission is to provide exchanges, portals, platforms, brokers, real estate syndicators and direct-issuers with best-in-class solutions to seamlessly meet the needs of their securities offerings, as well as secondary markets.
With regards to Prime Trust, the Platform is intended only to be used in conjunction with CrowsNestEx’s regulated financial institutions and money transmission business partners. As discussed in Section 3 of these Terms, CrowsNestEx is a technology service provider and not a financial institution.
- Licensing and Jurisdiction
CrowsNestEx is not a licensed bank, trust company, broker/dealer, nor money transmitter. The Company is a blockchain technology company that offers its software as a service Platform to users and partners/affiliates in a capacity including regulated financial institutions that are fully registered and licensed to operate as banks, trust companies, or money transmitters lawfully operating in their respective jurisdictions. As a result, all transactions submitted to the CrowsNestEx Platform will be forwarded to and processed by our Trustees, such as Prime Trust.
The Company does not own, nor does it have a legal claim to, any information, data, or login credentials associated between users of the CrowsNestEx Platform. Rather, said information and custodial rights are controlled by Prime Trust, LLC, from its offices in the State of Nevada. Prime Trust is a Nevada chartered and regulated financial institution.
Access to the Platform from jurisdictions where the contents or practices of the Platform are illegal, unauthorized or penalized is strictly prohibited. As such, Prime Trust retains full discretion to refuse to complete or offer any of its services in connection with the Platform in accordance with the law.
- Anti-Money Laundering, Counter Terrorist Financing, and Sanctions
CrowsNestEx and our regulated Trustees are committed to providing you with safe, compliant, and reputable services through the Platform. Accordingly, both CrowsNestEx and our regulated Trustees insist on a comprehensive and thorough customer due diligence process and implementation as well as ongoing analysis and reporting. This includes monitoring of and for suspicious transactions and mandatory reporting to international regulators.
Prime Trist, in their capacity as Our Trustee, and all other regulated financial institutions and money transmission partners of CrowsNestEx, reserve the right to refuse registration to, or to bar transactions from or to, anyone from or in jurisdictions that do not meet international AML–CTF standards as set out by the Financial Action Task Force (“FATF”) or other high-risk jurisdiction; to anyone that is a Politically Exposed Person within the meaning of the FATF’s 40+9 Recommendations; or that fails to meet any of our customer due diligence standards, requests, or requirements; or to anyone that is on the Specially Designated Nationals List of the U.S. Office of Foreign Assets Control (“OFAC”); any Canadian designated persons list, including the Consolidated Canadian Autonomous Sanctions List; any UN Sanctions List; or other applicable sanctions or watchlist. The Trustee may also refuse registration to, or bar transaction from or to, anyone from, resident in, or transacting from a country subject to UN, US, Canadian or other applicable economic sanctions. In lieu of refusing registration, we may perform enhanced customer due diligence procedures. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Platform and any related service.
Our Trustee and all other regulated financial institutions and money transmission partners of CrowsNestEx reserve the right to prohibit specific digital asset wallet addresses from accessing the Platform if properly directed to do so by law enforcement or a court of competent jurisdiction. The Company will cooperate with applicable law enforcement and regulatory authorities where it is required to do so and will share information if there are grounds to believe that user assets are being used for illegal purposes.
The Trustee and all other regulated financial institutions and money transmission partners of CrowsNestEx reserve the right to prohibit specific cryptocurrency exchanges from accessing the Platform if the exchange has not been pre-approved by the Company or the Company is properly directed to do so by law enforcement or a court of competent jurisdiction.
- Changes to these Terms of Service and CrowsNestEx Platform
Except where prohibited by applicable law, we reserve the right to change these Terms of Service at any time without notice. Your continued access to or use of the CrowsNestEx Platform after any changes to these Terms of Service indicates your acceptance of such changes. It is your responsibility to review these Terms of Service regularly. We reserve the right to change the CrowsNestEx Platform at any time, without notice.
- Accessing the CrowsNestEx Platform
- We reserve the right to amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. This includes, but is not limited to, replacing/amending the existing CrowsNestEx API, brokerage trading technology, liquidity, risk management, compliance, and marketing services which may be integrated into the Platform as required by the Company’s third-party Platform developer, Shift Markets Ltd.
- Should any Trustee-supported blockchain experience a “forking” event, we reserve the right to select the new fork based on factors that include, but are not limited to, community adoption and long-term viability.
- We will use commercially reasonable efforts to make available the CrowsNestEx Platform to you in accordance with these Terms of Service. Notwithstanding the foregoing, the Company and the Trustee reserve the right to deny access to the Platform to anyone or cancel an account for any reason, including but not limited to violations of our Terms of Service, applicable laws and/or regulations, or engaging in any Prohibited Uses, or for scheduled maintenance, or to address any emergency security concerns and at any time, at our sole discretion.
- Account Security
You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any account at any time in our sole discretion if, in our opinion, you have violated any provision of these Terms of Service.
Furthermore, to minimize loss and damages arising out of potential cyberattacks, account breaches and/or fraud, we reserve the right to place and adjust upper limits on transaction amounts. For example, if there is an immediate or potential risk of an account hack on our Platform or other Platforms of similarly situation companies are known to be under cyber or internal company security and account breaches, we may take immediate action by limiting all or select buy/sell order to $100 per transaction.
- Data You Upload to Us and Trustees
You grant to the Company and its affiliated Trustees, an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable license during the Term (defined below) to access, collect, store and use any data, information, records and files that: (a) you load, transmit to or enter into the CrowsNestEx Platform; or (b) that we collect from your usage of the CrowsNestEx Platform ((a) and (b), collectively, the “User Data”), to: (i) develop, enhance and make available the CrowsNestEx Platform; and (ii) to produce data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Statistical Information”). Our operational relationship requires us and permits use to improve the system of being free to create, use and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.
All rights, title and interest, including intellectual property rights, in the CrowsNestEx Platform, Aggregated Statistical Information and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third-party suppliers, if applicable). The CrowsNestEx Platform and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Service are reserved.
- No Unlawful or Prohibited Use
Without limiting the generality of the foregoing, you will not (and will not attempt to), as applicable:
- Send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the CrowsNestEx Platform any data, information, pictures, videos, music, or other materials or content which:
- Contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data.
- You do not have the lawful right to send, upload, collect, transmit, store, use, publish or otherwise communicate.
- Is false, intentionally misleading or impersonates any other person.
- Is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual.
- Is harmful to minors in any way or targeted at minors.
- Violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity).
- Encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability.
- Disables, overly burdens, impairs, or otherwise interferes with servers or networks connected to the CrowsNestEx Platform (e.g., a denial of service attack).
- Attempts to gain unauthorized access to the CrowsNestEx Platform.
- Uses any data mining, robots, or similar data gathering or extraction methods, or copies, modifies, reverse engineers, reverse assembles, disassembles, or decompiles the CrowsNestEx Platform or any part thereof or otherwise attempts to discover any source code.
- Uses the CrowsNestEx Platform for the purpose of building a similar or competitive product or service.
- Uses the CrowsNestEx Platform or the Tokens for any criminal activity or unlawful purposes.
The CrowsNestEx Platform may provide links to third-party websites or applications. These links are provided solely for your convenience and for the convenience of other users of the CrowsNestEx Platform. We do not endorse the information, products, or services described on those websites or applications; or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. The content in any linked website or application is not under our control, and if you choose to access any such website or application, you do so entirely at your own risk.
There are no separate fees for users to use the CrowsNestEx Platform other than as outlined in our fee schedule below. Our fee schedule is subject to future changes without notice but we will make every best effort to inform existing account holders of such decision in a reasonable amount of time before it happens.
The CrowsNestEx platform is transparent about its transaction fees, and the model is simple: all transaction utilizing the CrowsNestEx platform will incur a fee of 0.4% of the gross trading proceeds in either bitcoin (BTC) or ether (ETH).
Per these Terms, you understand and agree that in order to carry-out and account for the Services rendered to you as a User and account-holder, you may receive separate billing from CrowsNestEx and its regulated financial institution or money transmission business partners.
- Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the CrowsNestEx Platform. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the CrowsNestEx Platform.
- 15. Warranty
You represent and warrant to, and covenant with us that all User Data will only contain Personal Information in respect of which you have obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable us to provide the CrowsNestEx Platform and exercise our rights under these Terms of Service.
- 16. Disclaimers
The laws of certain jurisdictions do not allow the exclusion or limitation of legal warranties, conditions or representations. If these laws apply to you, some or all of the exclusions or limitations of legal warranties, conditions or representations. If these laws apply to you, some or all of the exclusions or limitations in these Terms of Service (including the following disclaimers) may not apply and you may have additional rights. Without limiting the foregoing, you acknowledge, understand, and agree that:
- General Disclaimer: The CrowsNestEx Platform is provided “as is” and “as available,” with all faults and without warranties or conditions of any kind. To the fullest extent permitted by applicable law, we disclaim all warranties, representations and conditions of any kind with respect to the CrowsNestEx Platform whether express, implied, statutory or collateral, including, without limitation, the warranties and conditions of merchantability, merchantable quality, compatibility, title, security, reliability, completeness, quiet enjoyment, accuracy, reliability, currency, timeliness, quality, integration, fitness for a particular purpose and non-infringement, or any warranties or conditions arising out of course of dealing or usage of trade, or that the CrowsNestEx Platform is or will be error free or will operate without interruption.
- Private Keys and Wallets: You acknowledge and agree that it is your responsibility to protect the private keys to your tokens and ensure their safety and security. If you lose your private keys, it will not be possible for us to recover it on your behalf. If we make available our digital wallet for the storage of tokens to you, we do so out of convenience only and assume no responsibility or liability in connection with your use of our wallet.
- Use of Correct Address for Token Transactions: You acknowledge that blockchain token transactions are technically irreversible and that it is your sole responsibility to ensure the correct address is used for any blockchain token transactions through the CrowsNestEx Platform. We cannot reverse any blockchain transactions and, accordingly, cannot not reimburse or refund you for any such transactions.
- Limitation of Liability
To the maximum extent permitted by applicable law, in no event will we, or that of our third-party service providers and contractors, be liable whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not we were advised of the possibility of such damages, resulting from or related to these Terms of Service. This limitation of liability also includes any loss or damages arising out of offline and cyber-security attacks on the company or platform. To the extent that the foregoing limitation is not permitted by applicable law, in no event will our total aggregate liability in connection with or under these Terms of Service, or your use of, or inability to make use of, the CrowsNestEx Platform exceed $100 USD. For greater certainty, the existence of one or more claims under these Terms of Service will not increase this maximum liability amount.
- 18. Prohibited Businesses
In addition to the prohibited uses described above, the following categories of businesses, business practices, and sale items are barred from the Platform (“Prohibited Businesses“). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Service involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at firstname.lastname@example.org. By using the Platform, you confirm that you will not use it in connection with any of following businesses, activities, practices, or items:
- Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumer;
- High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.
- Assumption of Risk; No Advice; Authorized Exchanges Only
Digital Assets and cryptocurrency markets are volatile in nature and have a propensity shift dramatically in terms of market price, liquidity, market depth, and trading dynamics. You are solely responsible and liable for your account on the Platform. We do not provide any investment advice or consultation on the advisability of purchasing digital assets, the timing of a transaction, or any other matters regarding digital asset management, such as trading techniques, models, algorithms, or any other schemes.
If you operate a cryptocurrency exchange and wishes to list USDS for trading, please contact email@example.com to learn more.
- No Class Proceedings
Any party hereto may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless the parties agree otherwise, any adjudicator of any claim—whether judicial or otherwise—may not consolidate or join more than one party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any adjudicator of any claim may award relief, including monetary, injunctive, and declaratory relief, only in favor of the party seeking relief, and only to the extent necessary to provide relief necessitated by that party’s claim(s). Any relief awarded cannot affect other users of the Platform or of any Services.
- 21. Indemnification
You will defend, indemnify and hold harmless us and all of our officers, directors, investors, employees and agents from and against any third party claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature including reasonable legal and accounting fees arising out of or in connection with:
- Your breach of your warranties described hereunder.
- Your violation of any applicable law or the rights of a third party (including intellectual property rights).
- Your use of the CrowsNestEx Platform contrary to these Terms of Service or other instructional manuals, guidelines or documentation made available by us to you.
22. Term and Termination; Survival
- These Terms of Service will commence on the day you first use the CrowsNestEx Platform and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Service as follows: (a) we may terminate these Terms of Service at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the CrowsNestEx Platform; (b) you may terminate these Terms of Service at any time and with immediate effect by requesting (by email or through any then-available interfaces on the CrowsNestEx Platform) that your account with us be deleted.
- The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service , will survive expiration or termination of these Terms of Service for any reason: 9 (Ownership), 11 (Privacy), 14 (Communications Not Confidential), 16 (Disclaimers), 17 (Limitation of Liability), 21 (Indemnification), 22 (Survival), and 23 (General Provisions).
23. General Provisions
- Choice of Law: Except as restricted by applicable law, these Terms of Service will be governed by the laws of the State of Wyoming and the federal laws of the United States applicable therein and such laws apply to your access to or use of the CrowsNestEx Platform, notwithstanding your domicile, residency or physical location. You will only use the CrowsNestEx Platform in jurisdictions where the CrowsNestEx Platform may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction of the State of Wyoming and venue of courts in the State of Wyoming in all disputes arising out of or relating to the use of the CrowsNestEx Platform.
- Entire Agreement: These Terms of Service constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the CrowsNestEx Platform. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Waiver: Our failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
- Severable: If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.
- Assignment: You will not assign these Terms of Service to any third party without our prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Service will be binding upon permitted assignees. These Terms of Service will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
- Force Majeure: We will not be liable for delays caused by any event or circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service failures or delays.
- Taxes: You are solely liable for all the taxes, fees, and commissions resulting from use of the Platform. These Terms of Service alone do not create a joint venture, partnership, or principal-agent relationship between you, the Company and our Trustees, or any other users, and nothing in these Terms of Service may be used to imply such a relationship. You agree to indemnify, defend, and hold the Company and our Trustees harmless from any liability for, or assessment of, any claims or penalties with respect to such taxes, labor, or employment requirements, including any liability for, or assessment of taxes imposed on the Company or our Trustees by the relevant taxing authorities with respect to any fees paid to you as the result of using the Platform.
You may contact us via email about privacy questions, comments, or concerns at: firstname.lastname@example.org