Terms of Service
Last Updated on July 7, 2022
IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE BEFORE ACCESSING BLOCKTRANSFER.IO. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, DISCLOSE LIMITATIONS OF LIABILITIES, AND FORM AN ESSENTIAL BASIS OF YOUR USE. PLEASE DOWNLOAD A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

The use of blocktransfer.io (hereafter “Website”), which is owned and maintained by BlockTrans Syndicate ("Block Transfer," “we,” “our,” “us”), is governed by the terms and conditions set forth below. We offer the Website, including all information, tools, and services available from the Website to you, the user, conditioned upon your acceptance of all terms and conditions stated here. By accessing, using, subscribing, or placing an order over the Website, you and your business agree to the terms set forth herein. If you do not agree to these terms and conditions in their entirety, you are not authorized to use the Website in any manner or form whatsoever.

THIS IS A BINDING AGREEMENT. THESE TERMS AND CONDITIONS OF USE & SALE (“TERMS”) TOGETHER WITH OUR PRIVACY POLICY FORM A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND BLOCKTRANS SYNDICATE. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES PROVIDED BY BLOCKTRANS SYNDICATE, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE.

THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW.

IF WE ARE UNABLE TO VERIFY ANY TRANSFEREE’S IDENTITY, OR THAT OF ANOTHER PERSON(S) AUTHORIZED TO ACT ON TRANSFEREE’S BEHALF, OR IF BLOCK TRANSFER BELIEVES TO HAVE IDENTIFIED POTENTIALLY CRIMINAL ACTIVITY, WE RESERVES THE RIGHT TO TAKE ACTION AS DEEMED APPROPRIATE, WHICH MAY INCLUDE CLOSING TRANSFEREE’S ACCOUNT.

Block Transfer reserves the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. You can find the most recent version of these Terms at https://www.blocktransfer.io/terms. Use of the Website after such changes constitutes acceptance of such changes. Any new features or tools which are added to the current Website shall also be subject to the Terms.

Block Transfer shall not be liable to any party for use of this website or participation in the services offered. No information contained herein should be deemed as financial advice or an offer to sell or purchase securities. Any information concerning a particular security should not be considered a recommendation. There is no warranty of any kind express or implied regarding this information or your access to it. Your personal information will not be released to third parties by Block Transfer unless Block Transfer is granted permission to do so by you. You agree that you are the exclusive owner and solely responsible, jointly and severally, for the confidentiality and protection of your cryptographic blockchain wallet import seed phrases. You agree to monitor your account and notify Block Transfer of any unauthorized use of your private keys. We will assume no responsibility or liability if you fail to immediately notify Block Transfer of any of these conditions.

The Website is intended for businesses operated by adults. If you use the Website, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), legally own and transfer securities, have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.

All aspects of our Website are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The Block Transfer logos are proprietary images of Block Transfer, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Block Transfer.

Subject to your continued strict compliance with all Terms, Block Transfer provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferrable license to use the Website. You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.

If you purchase a subscription to Block Transfer over the Website or other means of communication not limited to email and invoicing, Block Transfer provides to you a revocable, limited, non-exclusive, non-sublicenseable, non-transferrable license to use backend services we maintain. You acknowledge and agree that: (1) Block Transfer's whitepapers are copyrighted material under United States and international copyright laws that is exclusively owned by Block Transfer; (2) you do not acquire any ownership rights in our publishings including testimonials which may be recorded at any time; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from our systems without the express written permission of Block Transfer; and (5) in the event of any permitted copying (e.g., from the Website to your computer system), no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made.

You agree not to use or attempt to use the Website or any software in any unlawful manner or a manner harmful to Block Transfer. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website or use of the software including, but not limited to, refraining from:

A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Block Transfer's reputation; hacking and other digital or physical attacks on the Website; and the violation of the rights of Block Transfer or any third party;

B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for spam and unsolicited communications. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Block Transfer's reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.

C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; promoting the sale or use of illegal drugs (including but not limited to Marijuana-derived CBD Oil); or that violates the intellectual property rights of another.

INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS; PROHIBITION AGAINST HOSTING THIRD-PARTY AGENCY ACCOUNT:

As an investor, you will be required to create an account with us. You warrant that the information you provide us is truthful and accurate, and that you are not impersonating another person. You are responsible for maintaining the confidentiality of your wallet, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to your user account, to any third party. So called “agency accounts,” or accounts in which you hold assets for third parties, are prohibited. Should your usage data indicate, in Block Transfer's sole and exclusive discretion, that you are operating an agency account, you will be subject to cancellation of your investor account. You are fully responsible for all transactions with, and information conveyed to, Block Transfer under your user account. You agree to immediately notify Block Transfer of any unauthorized use of your password or user name or any other breach of security related to your wallet. You agree that Block Transfer is not liable, and you will hold Block Transfer harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations.

ORDER PLACEMENT AND ACCEPTANCE:

If you place an order to transact with any asset held in your wallet, such order is irrevocable so long as it contains a valid cryptographic signature. You agree that transfers and transactions from your account with a valid signature from your wallet will be accepted as material fact and immutable.

REFUNDS:

If you have purchased a service from Block Transfer or any related brands, you may receive a guaranteed refund if Block Transfer fails to deliver such promised services to its best efforts. 

SUBSCRIPTION TERMS AND AUTOMATIC PAYMENT:

Clients are responsible for paying all sums due to Block Transfer in connection with their yearly subscription in accordance with these Terms. The first fee payable in accordance with these Terms is due when the issuer account is set up and payment of the yearly fee is a condition of access. Every calendar year, your account will be charged the subscription fee plus applicable tax for the following year’s subscription, together with any other fees for the following year’s subscription plus any accumulated charges for the past period (collectively, “Fees”). Failure by the client to use any of the services available through the service provided by the Website does not relieve the client of their payment obligations under these Terms.

Clients can pay by check, ACH, or wire. Payment details shall be collected by us through our secure financial data collection mechanism. You acknowledge and agree that we hold data relating to the transaction, including the last four digits and the expiration date of the card used to purchase the products or services together with details on when payment is due. The client further acknowledges and agrees that payments are due on a recurring basis in accordance with the payment terms for the specific service purchased (unless the subscription is cancelled in accordance with these Terms) and therefore authorizes the automatic payment collection terms applicable to that specific service (e.g., on a monthly basis and for a specific amount).

Block Transfer reserves the right to immediately terminate a client's account and/or service for any unpaid (in whole or part) period of the subscription (with or without notice). Termination of service in no way relieves or excuses the user from any obligation to pay outstanding charges or expenses. In the event Block Transfer starts collection processes of any type, you will be liable for all collection costs, including legal fees and expenses, as provided below.

SECURITIES VALUATION RISKS:

Every security is different. Therefore, individual results for issuers may vary widely. We do not promise, guarantee, or warrant the appreciation of any serviced securities. All investments carry some degree of risk. Stocks, bonds, mutual funds and exchange-traded funds can lose value, even all their value, if market conditions sour. The prices of securities fluctuate, sometimes dramatically. The price of a security may move up or down, and may become valueless. Investment in the securities of smaller companies can involve greater risk than is generally associated with investment in larger, more established companies that can result in significant capital losses. The investments and services offered by us may not be suitable for all investors. If you have any doubts as to the merits of an investment, you should seek advice from an independent financial advisor. You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any other transaction charges. As a general rule, you should only trade in financial products that you are familiar with and understand the risk associated with them. The risk warning described in each financial product below is not exhaustive, you should carefully consider your investment experience, financial situation, investment objective, risk tolerance level and consult your independent financial adviser as to the suitability of your situation prior making any investment. You agree that we are not liable for any and all losses you experience including taxes and capital losses.

YOUR RESPONSIBILITIES:

We do not offer any tax, accounting, financial, or legal advice. You should consult your business’ accountant, attorney, or other necessary professional for advice on these topics. You are solely and exclusively responsible for complying with any and all applicable laws and regulations in your investments, including, but not limited to, all laws governing financial markets and capital gains, subscriptions, refunds, premium offers, tax laws, and all additional laws applicable to your business. Block Transfer shall have no liability for your violation of any laws. You are solely and exclusively responsible for collecting and reporting any and all capital gains tax, and any other taxes, which may apply to sales of products or services by your portfolio including, but not limited to, taxes which may apply to stock dividends. Block Transfer shall not be responsible to collect or report any taxes which may apply to you. You agree to indemnify Block Transfer as set out below in the event that you or your business violates any law and a claim is threatened or asserted against Block Transfer as a result.

INDEPENDENT AFFILIATE PROGRAM:

Affiliates are independent contractors and are not employees or agents of Block Transfer. Affiliates have no authority to act on behalf of or bind Block Transfer. Affiliates shall be solely and exclusively responsible for all costs and other expenses incurred.

TESTIMONIALS, REVIEWS, AND PICTURES/VIDEOS:

Block Transfer is pleased to hear from clients and securityholders. We welcome your comments regarding our services and products. Block Transfer may use testimonials and/or product reviews in whole or in part together with the name, city, and state of the person submitting it. Testimonials may be used for any form of activity relating to Block Transfer’s services or products, in printed and online media, as Block Transfer determines with sole and exclusive discretion. Testimonials represent the unique experience of the participants and clients submitting the testimonial, and do not necessarily reflect the experience that you and your education may have using our services or products. As set forth above, your results will vary depending upon a variety of factors unique to your portfolio/business and market forces beyond our control.

Anything that you submit or post to the Website and/or provide us, including without limitation, photographs, testimonials, ideas, know-how, techniques, questions, reviews, comments, and suggestions is and will be treated as non-confidential and nonproprietary, and we shall have the royalty-free, worldwide, perpetual, irrevocable, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, and create derivative works from such submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such submissions.

Additionally, Block Transfer reserves the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use. Block Transfer shall be under no obligation to use any, or any part of, any testimonial or product review submitted.

USE OF YOUR WALLEY

When you sign onto a Stellar wallet using your security credentials including a secret key, you authorize us to follow the instructions we receive relating to your accounts according to blockchain instructions. You agree to keep all access credentials and any other security or authentication information confidential and to take all reasonable precautions to protect the secrecy of this information. We will not be liable or responsible for any loss incurred as a result of your failure to protect the secrecy of this information except as provided by applicable law or regulation. You acknowledge that no person from Block Transfer will ever ask for any access credentials including your secret key or login passwords and that our employees do not need and should not ask for such. You therefore agree never to provide your access credentials including your secret key to anyone including such a party claiming to represent us. If you give such security or authentication information or make it available to another person, you authorize that person to access your account and to give irreversible blockchain instructions relating to your accounts as a verified user. You also authorize us to comply with those instructions even if that person exceeds your authorization. Block Transfer has no responsibility for establishing the identity of any person who uses your wallet or other security or authentication information. You agree that you are liable for any transaction received by the blockchain that includes your cryptographic signature.

Except to the extent prohibited by applicable law or regulation, you will be deemed to have expressly authorized any transaction facilitated through Stellar:
- initiated by you, at your direction, with your cryptographic signing keys, or with your consent (whether expressed or implied),
- initiated by an agent with respect to any wallet which you may access,
- initiated by a member of your household, whether or not related to you,
- initiated by any person (or that person’s agent) who is the owner or co-owner of any account as registered or established through wallet multisignature policies,
- which results in the transfer of assets between accounts you may access through your wallet, even if subsequent transfers out of the wallet benefit someone else,
- which is to or for your benefit (for example, the payment of a debt for which you are partially or fully liable), or
- which you contend is unauthorized, unless you cooperate fully with us in our investigation of the transaction, assign to us your right of recovery against the wrongdoer if we reconstitute your wallet account, and cooperate fully with us in the recovery of any loss we sustain and the prosecution of any wrongdoer.

Any person initiating the foregoing transactions will be deemed an authorized user except to the extent prohibited by applicable law or regulation.

If any one or more of your accounts has co-owners, each co-owner will be jointly and severally liable for any obligation which arises from the use of a wallet with access to the account. This joint and several liability shall extend as well to any line of credit accessed through any such account.

YOUR SECURITY

You agree to protect the confidentiality of your wallet and any access credentials including your login username, any password, secret key(s), other security or authentication information, and your personal identification information, such as your driver’s license number and social security number. You understand that personal identification information by itself or together with information related to your account may allow unauthorized access to your account. 

Data transferred via online utilizes identification technology to verify that the sender and receiver of the system transmissions can be appropriately identified by each other. Notwithstanding wallet efforts to ensure that connections are secure, you acknowledge that the internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the internet and potentially can be monitored and read by others. We cannot and do not warrant that all transfers utilizing our blockchain-integrated system or email transmitted to and from us will not be monitored and read by others.

We will rely and act on instructions we receive through Online and Mobile Banking. You are responsible and liable for those transactions to the extent allowed by law and as provided in this Agreement and all of our Other Agreements with you. All such instructions will be considered as having been given to us directly by you and shall have the same authority as your written signature in authorizing us to comply with the instructions. You agree that you have been provided with a disclosure of the security procedures that will be used to authenticate transactions through Online and Mobile Banking. You agree that those security procedures, including without limitation the use of the Login ID, Password, other security or authentication information, and identification technology as described herein, are commercially reasonable security procedures for the Online and Mobile Banking services you utilize and that we may rely upon any instructions we receive upon authentication using these agreed upon security procedures. We may update the security procedures at any time in our sole discretion. Your implementation and use of the revised security procedures constitutes your agreement to the changes and your agreement that the procedures are commercially reasonable.

You should safeguard your computer and Mobile Device against loss or theft. If your Mobile Device is lost or stolen, report it immediately to us and your wireless provider.

2.6 Virus and Other Protection.

You are responsible for taking and maintaining security precautions to protect your computer, data, and system. You agree that we are not responsible for any electronic virus, spyware, or malware that you may encounter using Online and Mobile Banking. We encourage you to routinely scan your PC, Mobile Device, and diskettes using any up-to-date, reliable virus, spyware, and malware protection product to detect and remove any virus, spyware, and malware found. Undetected or unrepaired, a virus, spyware, or malware may corrupt and destroy your programs, files and even your hardware. You are responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing and backing up any data and information stored in or on your operating systems. We are not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your operating systems or accessed through an internet connection. A virus on your computer that goes undetected or unrepaired may corrupt and destroy your programs, files and even your hardware and may result in unauthorized transactions from your Accounts. If we learn, or have reason to believe, any computer you use to access Online and Mobile Banking is compromised and not secure, whether such potential or actual compromise is detected by you or by us through your access to our network and systems, we may, in our sole discretion, suspend, cancel or limit your access to Online and Mobile Banking without prior notice to you. If, after suspending, canceling or limiting your access to Online and Mobile Banking, we reactivate your prior access, you may have to re-establish some or all of your previously established settings, preferences, payment models and previously scheduled transactions. You agree that we are not responsible for any viruses, firewalls, Malware, or similar devices or programs that you may encounter when using Online and Mobile Banking, or, except to the extent required by law, for any unauthorized transactions resulting from these devices and programs.

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, THE WEBSITE AND ALL CONTENT AND SUBSIDIARIES THEREOF ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE OR ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE WEBSITE, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (F) THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

LIMITATIONS OF LIABILITIES:

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL BLOCK TRANSFER OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER BLOCK TRANSFER HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. IN NO EVENT SHALL BLOCK TRANSFER'S LIABILITY TO YOU EXCEED ZERO DOLLARS.

DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER:

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR AND YOUR BUSINESS’ RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU OR YOUR BUSINESS AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU OR YOUR BUSINESS ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU OR YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU AND YOUR BUSINESS MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

If you have a complaint, dispute, or controversy, you agree to first contact us at comments@blocktransfer.io to attempt to resolve the dispute or controversy informally. Any controversy or claim arising out of or related to the use of the Website, any product, service, or software, or your relationship with us that cannot be resolved through such informal process or through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. We agree that any claim we may have against you or your business will also be subject to this arbitration provision, except as provided in Sections 19 and 20 below. The arbitration will be conducted by a single neutral arbitrator in the English language in Ada County, Idaho, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Mediation Procedures, in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms and Conditions of Use and Sale, the Privacy Policy, this arbitration provision, and any other terms incorporated by reference into these Terms and Conditions of Use and Sale. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Block Transfer.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.
The arbitrator shall follow the substantive law of the State of Idaho without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

You and Block Transfer agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and Block Transfer expressly waive any right to pursue any class or other representative action against each other.

Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1 year period includes the 120-day informal resolution procedures described above).

This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.

This provision survives termination of your account or relationship with Block Transfer, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

YOU UNDERSTAND THAT YOU OR YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.

ADDITIONAL REMEDIES:

In order to prevent or limit irreparable injury to Block Transfer, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of Block Transfer or a third-party, Block Transfer shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Kent County, Delaware restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting Block Transfer from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Ada County, Idaho for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.

INDEMNIFICATION:

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Block Transfer, its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents from and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the Website, software, products, or services, (2) information you submit or transmit through the Website, (3) your breach of these Terms, the documents they incorporate by reference, the Agreement, or the representations and warranties provided by you in this Agreement, or (4) your violation of any law or the rights of a third-party.

NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT:

If you believe that materials or content available on the Website infringes any copyright you own, you or your agent may send Block Transfer a notice requesting that Block Transfer remove the materials or content from the Website. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send Block Transfer a counter-notice. Notices and counter-notices should be sent to Block Transfer, Attention Legal Department, 99 Wall Street #4640, New York, NY 10005, or by e-mail to infringements@blocktransfer.io. These Terms fully incorporate by reference the DMCA Policy.

THIRD-PARTY LINKS:

The Website may contain links to other websites. Block Transfer assumes no responsibility for the content or functionality of any outside website to which we provide a link. Please see our Privacy Policy for more details.

TERMINATION:

This Agreement will take effect (or shall re-take effect) at the time you click “SUBMIT”, or similar links or buttons, otherwise submit information through the Website, respond to a request for information, begin installing, accessing, or using the Website, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. Any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with Block Transfer. Upon termination, you remain responsible for any outstanding payments to Block Transfer.

NO WAIVER:

No failure or delay on the part of Block Transfer in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by Block Transfer.

GOVERNING LAW AND VENUE:

This Agreement and any issue or dispute arising out of or otherwise related to this Agreement or your access to or use of the Website, our Privacy Policy, or any matter concerning Block Transfer, including your purchase and use or attempted use of any service or product, shall be governed exclusively by the laws of State of Idaho without regard to its conflicts of laws principles. To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement in Section 18 above, the parties agree any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Ada County, Idaho, and you hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue. All such claims must be brought on an individual and non-class, non-representative basis, and you forever waive any right to bring such claims on a class wide or representative basis.

FORCE MAJEURE:

Block Transfer will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.

ASSIGNMENT:

Block Transfer may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without Block Transfer’s (or its assigns’) express written consent.

ELECTRONIC SIGNATURE:

All information communicated on the Website is considered an electronic communication. When you communicate with Block Transfer through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

CHANGES TO THE AGREEMENT:

You can review the most current version of the Terms at any time at https://www.blocktransfer.io/terms. We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Policy by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes.

YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES:

You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is lesser; (2) that you own, operate, and/or have the right to bind any business for which you are using the Website; (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) that you will not re-sell, re-distribute, or export any product or service that you order from the Website. You further represent that Block Transfer has the right to rely upon all information provided to Block Transfer by you, and Block Transfer may contact you and your business by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website.

SEVERABILITY:

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.

ENTIRE AGREEMENT:

These Terms, the Agreement, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and Block Transfer and governs your access and use of the Website and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Block Transfer. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to these Terms, the Agreement, and any policies or operating rules posted by us on the Website. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.

DISTRIBUTIONS AND TAXES:

The following discussion is a summary of certain additional tax considerations generally affecting you. No attempt is made to present a complete detailed explanation of the tax treatment of Issuer Assets or derivatives thereof. The discussions here is not intended as a substitute for careful tax planning.

The following discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and applicable regulations in effect as these Terms are such written, including any amendments to the Code resulting from 2017 legislation commonly known as the Tax Cuts and Jobs Act ("TCJA"). Future legislative, regulatory or administrative changes, including any provisions of law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect. Where indicated below, IRS refers to the United States Internal Revenue Service.

This is for general information only and not tax advice.
All investors should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.

Certain issuers declare dividends from income at various intervals, the value of which may be calculated and reinvested should you desireThe amount of any distribution will vary, and there is no guarantee any Issuer Assets will pay distributions.

A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. “Net investment income,” for these purposes, means investment income, including distributions received from Issuer Assets and net capital gainsreduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholder’s net investment income or (2) the amount by which the shareholder’s modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). Any liability for this additional Medicare tax will be reported on, and paid with, your federal income tax return.

Tax certification and backup withholding Tax laws require that you certify your tax information when you become an investor with us. For U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws, you may be subject to federal backup withholding at 24%, and state backup withholding may also apply, on a portion of your taxable distributions unless you:
1. provide your correct Social Security or taxpayer identification number,
2. certify that this number is correct,
3. certify that you are not subject to backup withholding, and
4. certify that you are a U.S. person (including a U.S. resident alien).

The Fund must also withhold if the IRS instructs it to do so. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting.

Some state tax codes adopt the Code through a certain date. As a result, such conforming states may not have adopted the version of the Code as amended by enactment of 2017 legislation commonly known as the Tax Cuts and Jobs Act, the Regulated Investment Company
Modernization Act of 2010, or other federal tax laws enacted after the applicable conformity date. Other states may have adopted an income or other basis of tax that differs from the Code.

The tax information furnished by us to you and the IRS annually with respect to the amount and character of dividends paid by issuers will be prepared on the basis of current federal income tax law to comply with the information reporting requirements of the Code and not necessarily on the basis of the law of any state in which a shareholder is resident or otherwise subject to tax. Under the current California Revenue and Taxation Code, certain funds are required to report tax information to the California Franchise Tax Board annually. You are solely responsible for determining the amount and character of income to report on your federal, state and local income tax returns each year as a result of their purchase, holding and sale of Issuer Assets.

Non-U.S. investors may be subject to U.S. withholding and estate tax, and are subject to special U.S. tax certification requirements. In general, the United States imposes a flat 30% withholding tax (or a tax at a lower treaty rate) on U.S. source dividends. Exemptions from U.S. withholding tax are provided for various reasons including long-term capital gains, interest-related dividends paid by qualified issuer net interest income from U.S. sources, and short-term capital gain dividends, unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year.

However, notwithstanding such exemptions from U.S. withholding tax at source, any taxable distributions will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.

Taxable ordinary income dividends paid by the Fund to non-U.S. investors on portfolio investments are generally subject to U.S. withholding tax at 30% or a lower treaty rate. However, if you hold Issuer Assets in connection with a U.S. trade or business, your income and gains may be considered effectively connected income and taxed in the U.S. on a net basis at graduated income tax rates in which case you may be required to file a nonresident U.S. income tax return.

An individual who is a non-U.S. investor will be subject to U.S. federal estate tax on the value of Issuer Assets owned at the time of death, unless a treaty exemption applies between the country of residence of the non-U.S. investor and the U.S. Even if a treaty exemption is available, a decedent’s estate may nevertheless be required to file a U.S. estate tax return to claim the exemption, as well as to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) on which a U.S. federal tax lien has been released and is required before the Fund can release a nonresident alien decedent’s investment in the Fund to his or her estate. A
transfer certificate is required for property administered by an executor or administrator appointed, qualified and acting
within the United States. This can be most easily satisfied by a cryptographic signature transferring assets to a willful trustee to administer estate distributions. For estates with U.S. situs assets of not more than $60,000 (there is a statutory estate tax credit for this amount of property), an affidavit from the executor of the estate or other authorized individual along with additional evidence requested by the IRS relating to the decedent’s estate evidencing the U.S. situs assets may be provided in lieu of a federal transfer certificate.

Transfers by gift of Issuer Assets by a non-U.S. investor who is a nonresident alien individual will not be subject to U.S. federal gift tax. The tax consequences to a non-U.S. investor entitled to claim the benefits of a treaty between the country of residence of the non-U.S. investor and the U.S. may be different from the consequences described above.

Non-U.S. investors have special U.S. tax certification requirements to avoid backup withholding at a rate of 24% and, if applicable, to obtain the benefit of any income tax treaty between the non-U.S. investor’s country of residence and the United States. To claim these tax benefits, the non-U.S. investor must provide a properly completed Form W-8BEN (or other Form W-8, where applicable) to establish his or her status as a non-U.S. investor, to claim beneficial ownership over the assets in the account, and to claim, if applicable, a reduced rate of or exemption from withholding tax under the applicable treaty. A Form W-8BEN generally remains in effect for a period of three years beginning on the date that it is signed and ending on the last day of the third succeeding calendar year. In certain instances, Form W-8BEN may remain valid indefinitely unless the investor has a change of circumstances that renders the form incorrect and necessitates a new form and tax
certification. Non-U.S. investors must advise the Fund of any change of circumstances that would render the information given on the form incorrect and must then provide a new W-8BEN to avoid the prospective application of backup withholding.

Under the Foreign Account Tax Compliance Act ("FATCA"), foreign entities, referred to as foreign financial institutions ("FFI") or nonfinancial foreign entities ("NFFE") that are shareholders in the Fund may be subject to a 30% withholding tax on income dividends paid by the Fund. The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI, and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners, or (ii) if it does have such owners, reports information relating to them to the withholding agent, which will, in turn, report that information to the IRS. The U.S. Treasury has negotiated intergovernmental agreements (IGA) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA. An entity in one of those countries may be required to comply with the terms of an IGA and applicable local law instead of U.S. Treasury regulations. An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a “participating FFI,” which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and provided that such entity meets certain other specified requirements. The FFI will report to the IRS, or, depending on the FFI’s country of residence, to the government of that country (pursuant to the terms and conditions of an applicable IGA and applicable law), which will, in turn, report to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.

An NFFE that is the beneficial owner of a payment from Issuer Assets can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report information either (i) to the Fund, or other applicable withholding agent, which will, in turn, report information to the
IRS, or (ii) directly to the IRS. Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in the Fund will need to provide the Fund with documentation properly certifying the entity’s status under FATCA in order to avoid FATCA withholding. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above.

CONTACT US: 

We encourage our clients to contact us with questions or comments about our products and services. Please feel free to do so by sending an e-mail to contact@blocktransfer.io.

If you have any questions or inquiries concerning any of the Terms, you may contact Block Transfer by e-mail at service@blocktransfer.io, or by regular mail at 99 Wall Street #4640, New York, NY 10005.

For Compliance, Spam or Abuse, General Support, or Additional Inquiries, please feel free to send an email to compliance@blocktransfer.io.
Notices to you may be made by posting a notice (or a link to a notice) on https://www.blocktrasnfer.io/terms by e-mail, or by regular mail, at Block Transfer discretion. Incorporated in Delaware. Registered agent can be reached at 8 The Green STE A, Dover, DE 19901.