These Terms of Service constitute the entire agreement and understanding with respect to the use of any or all of the Services, and any manner of accessing them via the Site, between you and one of the following Parties:
a) ATC International Limited (“TIL”), unless you meet one or more of the criteria in paragraph (b); or,
b) ATC Limited (“TLTD”) if you meet one or more of the following criteria:
you are a U.S. Person, as defined below;
your account is regarded as a U.S. Account, as defined below; or
you make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of any of the Services.
If any of the criteria set out in paragraph (b)(1) through (b)(3), above, apply, then you are a “TLTD Customer.” Otherwise, you are a “TIL Customer.”
PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE ALL TLTD CUSTOMERS TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
By creating a Digital Tokens Wallet on the Site or by using any of the Services, you acknowledge that you have read, understand, and completely agree to these Terms of Service, as updated and amended from time to time. If you do not agree to be bound by these Terms of Service or with any subsequent amendments, changes, or updates, you may not use any of the Services, and if you do use any of the Services you will be bound by the Terms of Service, as amended; your only recourse in the case of your unwillingness to be bound by these Terms of Service is to stop using all of the Services.
These Terms of Service may be amended, changed, or updated by ATC at any time and without prior notice to you. You should check back often on the Site to confirm that your copy and understanding of these Terms of Service is current and correct. Your non-termination or continued use of any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms of Service, as modified by such amendments, changes, or updates.
The use of the Site and any Services is void where such use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
- Definitions: In these Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
- “Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;
- “AML” means anti-money laundering, including all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Tokens, including but not limited to the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;
- “Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;
- “Associates” means TIL, TLTD, TOL and each and every one of their respective shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys who or that are acting or performing or has acted or performed services for the benefit of or on behalf of the Site;
- “Controlling Person” means any Person who owns more than a 25 percent interest in any Person or affiliate;
- “Copyrights” has the meaning set out in paragraph 10 of these Terms of Service;
- “CPR Rules” has the meaning set out in paragraph 6 of these Terms of Service;
- “CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;
- “CTF” means counter-terrorist financing;
- “Digital Tokens” means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency such as bitcoins, Litecoins, and ethers;
- “Digital Tokens Address” means an alphanumeric identifier that represents a potential destination for a Digital Tokens transfer, which typically is associated with a user’s Digital Tokens Wallet;
- “Digital Tokens Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Tokens, including a user’s Digital Tokens Address, Digital Tokens balance, and cryptographic keys;
- “Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to you or the Site;
- “Eligible Contract Participant” has the meaning set out in Section 1a(18) of the United States Commodity Exchange Act and Rule 1.3 of the United States Commodity Futures Trading Commission, each as amended;
- “FATCA” means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended;
- “FATCA IGA” means an intergovernmental agreement entered into by the United States and another jurisdiction to implement FATCA;
- “FATF” means the Financial Action Task Force;
- “FIA” means the Financial Investigation Authority of the British Virgin Islands;
- “Fiat” means the money or currency of any country or jurisdiction that is:
- designated as legal tender; and,
- circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;
- “FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;
- “Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
- “Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any Government necessary to conduct the business of either Party or the execution and delivery of the Services under this Terms of Service;
- “Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
- “Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Site;
- “Losses” has the meaning set out in paragraph 14 of these Terms of Service;
- “Marks” has the meaning set out in paragraph 10 of these Terms of Service;
- “OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;
- “Person” includes an individual, association, partnership, corporation, other body corporate, trust, estate, and any form of organization, group, or entity cognizable as legal personalities;
- “Prohibited Jurisdictions” means Cuba; Democratic People’s Republic of Korea (North Korea); Iran; Pakistan; Singapore; Syria; the Government of Venezuela; and Crimea;
- “Prohibited Use” has the meaning set out in paragraph 8 of these Terms of Service;
- “Reserves” means traditional currency and cash equivalents and, from time to time, may include other assets and receivables from loans made by ATC to third parties, which may include affiliated entities;
- “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, the British Virgin Islands, the United Nations, or any other jurisdiction or Government, as applicable to you or to the Site, as amended, supplemented, or substituted from time to time;
- “Sanctioned Person” refers to any Person or Digital Tokens Address that is: (i) specifically listed in any Sanctions List; or (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Tokens Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction, and (iii) that is not subject to any Government Approval or otherwise not sanctioned, restricted, or penalized under applicable Laws;
- “Territory or Insular Possession of the United States” means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);
- “ATC” means:
- where you are a U.S. Person, or your account would be regarded as a U.S. Account, or you make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Services, TLTD; and
- where you are not a U.S. Person, and your account would not be regarded as a U.S. Account, and you do not make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Services, TIL;
- “ATC Token” means the ATC Digital Token issued and redeemed by ATC;
- “TIL Customer” has the meaning set out above at clause (a);
- “TLTD Customer” has the meaning set out above at clause (b);
- “TOL” means ATC Operations Limited;
- “United States” means the several states of the United States and the District of Columbia;
- “U.S. Account” means any account that is held by one or more U.S. Persons or non-U.S. entities that have one or more Controlling Persons who is a U.S. Person;
- “U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;
- “U.S. Financial Institution” means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organized, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of: (i) accepting deposits, (ii) making, granting, transferring, holding, or brokering remittances, loans, or credits, or (iii) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution’s affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States;
- “U.S. Person” means:
- U.S. Citizen or U.S. Resident;
- corporation, partnership, or other entity established or organized in or under the Laws of the United States;
- any estate of a decedent who was a citizen or a resident of the United States;
- any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust; or
- any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly holds a 50 percent or greater equity interest by votes or value, holds a majority of seats or memberships on the board of directors of the entity, or authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person;
- “you” or “your” means the user.
- Headings: The headings and sub-headings in these Terms of Service are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.
- Extended Meanings: Unless otherwise specified in these Terms of Service, words importing the singular include the plural and vice versa and words importing gender include all genders.
- Governing Law: These Terms of Service shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands, and shall be interpreted in all respects as a British Virgin Islands contract. Any dispute, controversy, claim or action arising from or related to your use of the Site or these Terms of Service likewise shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles.
- Licence to Use the Site: If you comply with these Terms of Service, ATC grants you the limited right to use the Site and the Services. The right to use the Site and the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited licence, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any licence (other than as set out in this paragraph), right, title, or ownership of, in, or to the Site, any of the Services, the Copyrights or the Marks. The Site may suspend or terminate the Services to you, your Digital Tokens Wallet, or to any of your Digital Tokens Address at its sole discretion, as required by applicable Laws or where ATC determines that you have violated, breached, or acted inconsistent with any of these Terms of Service.
- About ATC Tokens; General Restrictions: ATC issues and redeems ATC Tokens. ATC Tokens may be used, kept, or exchanged online wherever parties are willing to accept ATC Tokens. ATC Tokens are 100% backed by by ATC’s Reserves. ATC Tokens are denominated in a range of Fiat. For example, if you purchase EURT, your ATC Tokens are 1-to-1 pegged to Euros. If you cause to be issued EURT 100.00, ATC holds Reserves valued at €100.00 to back those ATC Tokens. The composition of the Reserves used to back ATC Tokens is within the sole control and at the sole and absolute discretion of ATC. ATC Tokens are backed by ATC’s Reserves, including Fiat, but ATC Tokens are not Fiat themselves. ATC will not issue ATC Tokens for consideration consisting of the Digital Tokens (for example, bitcoin); only money will be accepted upon issuance. In order to cause ATC Tokens to be issued or redeemed directly by ATC, you must be a verified customer of ATC. No exceptions will be made to this provision. The right to have ATC Tokens redeemed or issued is a contractual right personal to you. ATC reserves the right to delay the redemption or withdrawal of ATC Tokens if such delay is necessitated by the illiquidity or unavailability or loss of any Reserves held by ATC to back the ATC Tokens, and ATC reserves the right to redeem ATC Tokens by in-kind redemptions of securities and other assets held in the Reserves. ATC makes no representations or warranties about whether ATC Tokens that may be traded on the Site may be traded on the Site at any point in the future, if at all.
The following Persons are prohibited from depositing to, or withdrawing from, any Digital Tokens Wallet on the Site:
- Persons domiciled or ordinarily resident in, certain nationals of, or the Governments or Government Officials of Prohibited Jurisdictions;
- any Person that resides, is located, has a place of business, or conducts business in the State of New York; and
- U.S. Persons.
Any individual who is a U.S. Person and any entity that is a U.S. Person is prohibited from using the Site or any Services, including but not limited to using a Digital Tokens Wallet on the Site. Exceptions to this policy may be made by ATC, in its sole discretion, for Eligible Contract Participants only, which shall be customers solely of TLTD.
For the avoidance of doubt, as defined above, U.S. Persons (including but not limited to United States Citizens or United States Residents) are prohibited from using the Site or any Services. In addition, where you are not a U.S. Person and your account would not be regarded as a U.S. Account, but ATC knows or has reason to know that you are making a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Services to you, then you may be regarded as a customer of TLTD and prohibited from using the Site or any Services, at the sole discretion of ATC.
Risks and Limitation of Liability: Important: This paragraph is in addition to the Risk Disclosure Statement. Trading markets in Digital Tokens are volatile and shift quickly in terms of price, liquidity, market depth, and trading dynamics. Digital Tokens also are subject to cybersecurity risk, including the risk of a cyberattack or breach. You are solely responsible and liable: for any and all trading and non-trading activity on the Site and for your Digital Tokens Wallet on the Site; and, for knowing the true status of your ATC Tokens on the Site, even if presented incorrectly by the Site at any time. You acknowledge and agree: (i) to be fully responsible and liable for your trading and non-trading actions and inactions on the Site and all gains and losses sustained from your use of the Site and any of the Services; (ii) to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Services, including, but not limited to, Digital Tokens Wallet, Digital Tokens Address, private keys, usernames, passwords, and bank account details; and (iii) that ATC does not have control of, or liability for, any products or services that are purchased or sold by third parties using the Site and any of the Services. Digital Tokens in a given Digital Tokens Wallet or other wallet or address are controlled by your private key and Digital Tokens in a Digital Tokens Wallet or other wallet or address may be stolen or lost and otherwise unrecoverable if the private key is compromised or lost. You further acknowledge and agree that ATC is not liable for any losses or issues that may arise from third-party transactions, including, but not limited to, legality (including any consequences for illegal transactions that may be triggered under these Terms of Service), quality, delivery, or satisfaction with any products purchased by means of a Digital Token transfer. In the event that you are not satisfied with any goods or services purchased from, or sold to, a third party using the Services, you must handle those issues directly with the third-party seller or buyer, as applicable. Digital Tokens may be compatible with third-party software or other technology provided by a third party. ATC does not guarantee the security or functionality of third-party software or technology and is not liable for losses of Digital Tokens due to the failure or malfunction of third-party software or technology.
Withdrawals and Deposits: In the course of processing and sending any withdrawals, or when processing and receiving deposits, ATC may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for ATC to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release ATC from any liability, error, mistake, or negligence related thereto. You accept all consequences of sending Digital Tokens, including ATC Tokens, off of the Site. Digital Token transactions are not reversible. Once you send Digital Tokens to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those Digital Tokens indefinitely or permanently. You acknowledge that ATC may delay or suspend redemption under various circumstances, including but not limited to, in the event that ATC determines that you have engaged in a Prohibited Use (as defined in paragraph 8); when ATC is directed to do so by any Government; if your Digital Tokens Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when ATC believes that someone is attempting to gain unauthorized access to your Digital Tokens Wallet or other account or wallet. Digital Tokens are not legal tender and are not backed by any Government. Digital Tokens are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation protections.
Resolution of Disputes:
- If you are a TIL Customer, any dispute, claim, controversy or action arising out of or related to (a) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your account(s), the operations and Services of the Site, or (c) your access to or use of the Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against ATC. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the British Virgin Islands, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines. You and ATC agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one ATC user cannot and may not affect any other ATC users.
- If you are a TLTD Customer, any dispute, claim or controversy arising out of or relating to (a) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your account(s), the operations and Services of the Site, or (c) your access to or use of the Services at any time, shall be subject to and finally resolved by confidential arbitration before a sole arbitrator in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non Administered Arbitration, as amended from time to time (the “CPR Rules”). The interpretation and enforceability of this arbitration provision shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Issues of arbitrability and enforceability of this arbitration provision shall be decided by the arbitrator in the first instance. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The seat or legal place of the arbitration shall be San Diego, California, unless otherwise agreed by the parties. The language of the arbitral proceedings shall be English. You agree to the appointment of a single arbitrator selected in accordance with the CPR Rules. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in court. For claims less than $15,000, TLTD shall reimburse you for all initiating filing fees that are in excess of fees you would have paid if you were proceeding in court, provided however, should you be deemed to be the losing Party, the filing fees reimbursed by TLTD shall be added to the final arbitrator’s costs and fees award. The prevailing Party shall be entitled to its costs of the arbitration (including the arbitrator’s fees) and its reasonable attorney’s fees and costs. You and ATC agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one ATC user cannot and may not affect any other ATC users.
- JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SERVICE BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
Prohibited Uses: You may not:
- use the Site or any Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any contraband Digital Tokens, Fiat, funds, property, or proceeds;
- use the Site or any Services if any applicable Laws, including but not limited to AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, prohibit, penalize, sanction, or expose the Site to liability for any Services furnished or offered to you or any of your Digital Tokens Wallet(s) or Digital Tokens Address(es) under these Terms of Service;
- use the Site or any of the Services, or any financial services of any U.S. Financial Institution, whether or not an Affiliate or Associate of ATC, to facilitate, approve, evade, avoid, violate, attempt to violate, aid or abet the violation of, or circumvent any applicable Laws, including but not limited to AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
- use the Site or any Services to evade taxes under the Laws of the British Virgin Islands, the United States, or any other jurisdiction(s) applicable to you or the Site;
- use the Site or any Services with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
- use the Site or any Services to interfere with or subvert the rights or obligations of ATC or the rights or obligations of any other Site user or any other third party or cause legal liability for ATC or other Site user;
- take advantage of any technical glitch, malfunction, failure, delay, default, or security breach on the Site;
- use the Site or any Services to engage in conduct that is detrimental to ATC or to any other Site user or any other third party;
- use the Site or any Services to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading or price manipulation; (ii) enter orders or quotes in any Digital Token market with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions; or (iii) enter orders or quotes in any Digital Token market with the intent of creating the false impression of market depth or market interest;
- falsify any account, Digital Tokens Wallet, or Digital Tokens Address registration, exchange, or administration details provided to ATC, impersonate another Person or misrepresent your affiliation with a Person;
- falsify or materially omit any information or provide misleading or inaccurate information requested by ATC, including at registration or during the course of administering any Services to you;
- cause injury to, or attempt to harm, ATC or any third party through your access to the Site or any Services;
- have more than one account and more than one Digital Tokens Wallet on the Site, or use any Digital Tokens Wallet on a one-time, ‘throwaway’ basis; any such additional Digital Tokens Wallets or one time ‘throwaway’ Digital Tokens Wallet may be terminated or suspended at the absolute discretion of ATC;
- where you are subject to prohibitions or restrictions as set forth in paragraph 3, access the Site or use any Services utilizing any virtual private network, proxy service, or any other third party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Services using a Digital Tokens Address in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof; or,
- violate, cause a violation of, or conspire or attempt to violate these Terms of Service or applicable Laws.
Any use, whether actual or suspected, as described in this paragraph shall constitute a “Prohibited Use”. If ATC determines that you have engaged in any Prohibited Use, ATC may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Tokens in any Digital Tokens Wallet that you have on the Site; and, suspending or terminating your access to any Services or Fiat, funds, property, or Digital Tokens from any Digital Tokens Address. ATC may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in the imposition of economic costs to ATC, you shall pay an amount to ATC so as to render ATC whole, including without limitation, the amount of taxes or penalties that might be imposed on ATC.
- Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing: ATC is committed to providing safe, compliant, and reputable Services to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, ATC insists on a comprehensive and thorough user due diligence process implementation and ongoing analysis and reporting. By agreeing to these Terms of Service, you shall affirmatively certify whether (i) you are a U.S. Person or your account would be regarded as a U.S. Account or (ii) you are not a U.S. Person and your account would not be regarded as a U.S. Account, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of ATC. Additionally, ATC may assess whether you will make, or intend to make, a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of ATC. You agree to provide promptly documentation, information, or records requested by ATC at any time, including, without limitation, a self-certification permitting the determination of tax residence and status under FATCA and under CRS or other applicable Laws. Such information may include, but is not limited to, self-certifications as to Controlling Persons. ATC needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and ATC hereby expressly reserves the right to keep such information, documentation, and records. Based on documentation, information, or records provided by you, requested by ATC, or otherwise available, ATC in its absolute and sole discretion may determine that you are a customer of TIL or TLTD. Such determination will be communicated to you. Additionally, ATC monitors for and assesses suspicious or sanctionable transactions under applicable AML, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to FinCEN, OFAC, FIA, and international regulators. These undertakings shall apply even when you suspend or terminate your relationship with ATC or abandon your application to have a Digital Tokens Wallet with ATC. Our policies apply to any and all Digital Tokens, Fiat, and other funds or property being exchanged on or through the Site or by any of you, your Affiliates, of any of ATC’s Associates.
ATC reserves the right to refuse registration to, to bar transactions from or to, or to suspend or terminate the administration of Services, Digital Tokens Address, or Digital Tokens Wallet for or with, any user for any reason (or for no reason) at any time, including but not limited to the provisions of paragraphs 8 and 11, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with a: (i) Sanctioned Person, (ii) a Person from or in jurisdictions that does not meet international AML–CTF standards as set out by the FATF as high-risk, non-cooperative, and strategically deficient jurisdictions, including but not limited to the Democratic People’s Republic of Korea (North Korea), Ethiopia, Iran, Iraq, Serbia, Sri Lanka, Syria, Trinidad & Tobago, Tunisia, Vanuatu, or Yemen; (iii) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (iv) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply; (v) Person that ATC determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from any U.S. Financial Institution) in violation of, causing any other Person, including any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms of Service or applicable Laws; and (vi) any Person that fails to meet any user due diligence standards, requests, or requirements of ATC, or otherwise appears to be of high risk, including but not limited to any of the foregoing factors. In lieu of refusing registration or ongoing administration of your Digital Tokens Wallet, ATC may perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, the Site has the absolute discretion to suspend or terminate Services to you immediately.
- The trademarks, service marks, and trade names, including both word marks and design marks (the “Mark(s)”) are the property of TOL or other third parties. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from TOL or the third-party owner of the Marks, including without limitation, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;
- Unless otherwise indicated, all materials on the Site are copyrighted by, and owned exclusively by, TOL (“Copyrights”). TOL reserves all rights in its Copyrights. You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from TOL;
- You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage TOL’s or ATC’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on TOL’s or ATC’s part without prior, express, written consent;
- The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by ATC. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms; and
- The Site and Services are owned by TOL, its licensors, or other providers, and are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by TOL. Except as expressly authorized by TOL or its licensors, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Site or Service in any way; (b) copy, modify, republish, distribute, or make derivative works based upon the Site or Service; (c) “frame” or “mirror” the Site or Service on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Site or its Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Site or Service, or (iii) copy any ideas, features, functions, or graphics of the Site or Service.
Your Representations & Warranties: You represent and warrant to ATC as follows:
- that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
- that, if you are registering to use the Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
- that you understand the risks associated with using the Site, that you are not prohibited or restricted from using the Site by paragraph 3 of these Terms, and that you are not otherwise prohibited by applicable Laws from using the Site;
- that you will not use the Site or any Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or blocked property, frozen assets, economic resources, or corruption related to any Person or Government Official under any applicable Laws, or to further any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Tokens, Fiat, property, funds, or proceeds;
- that you will not trade or obtain financing on the Site or use any Services with anything other than Fiat, funds, or Digital Tokens that have been legally obtained by you and that belong to you;
- that, to the extent not penalized by or in conflict with United States Laws, you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Services conducted under these Terms of Service, including but not limited to AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws, including FATCA and CRS;
- that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws, including FATCA and CRS, as ATC may reasonably determine;
- that neither you nor any of your Affiliates shall use any Digital Tokens, Fiat, property, proceeds or funds subject to the Services of the Site directly or indirectly (i) on behalf of or for the benefit of a Sanctioned Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorized under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
- that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;
- that neither you nor any of your Affiliates is: (i) itself or owned or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Services from any Digital Tokens Wallet or Digital Tokens Address, that is likely to result in you or your Affiliates becoming a Sanctioned Person; or (iii) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to, from, or through any Digital Tokens Wallet, Digital Tokens Address, or other account in, a Prohibited Jurisdiction or Government or Government Official of a Prohibited Jurisdiction;
- that neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including any Digital Tokens, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
- that you will not falsify any Digital Tokens Wallet registration or administration details provided to ATC;
- that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by ATC in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to ATC becomes incorrect, you will promptly provide corrected information to ATC;
- that any instructions received or undertaken through your login credentials or from your authorized e-mail address on file with ATC are deemed to be valid, binding, and conclusive, and that ATC may act upon those instructions without any liability or responsibility attaching to it;
- that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and pay any and all taxes exigible thereon; and
- that you will accurately and promptly inform ATC if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
No Representations & Warranties by ATC: ATC makes no representations, warranties, or guarantees to you of any kind. The Site and the Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. ATC may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially.
No Advice: ATC does not provide any investment advice or advice on trading techniques, models, algorithms, or any other schemes.
Limitation of Liability & Release: Important: Except as may be provided for in these Terms of Service, ATC assumes no liability or responsibility for and shall have no liability or responsibility for any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, without limitation, attorneys’ fees or the costs of any claim or suit), nor for any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses (collectively, referred to herein as “Losses”) directly or indirectly arising out of or related to:
- these Terms of Service;
- the Site, and your use of it;
- the Services, and your use of any of them;
- any inaccurate, misleading, or incomplete statement by ATC or on the Site regarding your Digital Tokens Wallet, whether caused by ATC’s negligence or otherwise;
- any failure, delay, malfunction, interruption, or decision (including any decision by ATC to vary or interfere with your rights) by ATC in operating the Site or providing any Service;
- any stolen, lost, or unauthorized use of your Digital Tokens Wallet information, any breach of security or data breach related to your Digital Tokens Wallet information, or any criminal or other third party act affecting ATC or any Associate; or,
- any offer, representation, suggestion, statement, or claim made about ATC, the Site, or any Service by any Associate;
- any delay in withdrawal or redemption, or loss of value of ATC Tokens or the Reserves backing such ATC Tokens resulting from failure or insolvency of any bank, depository, custodian, borrower, or payment processor holding or processing the assets backing ATC Tokens, or from the theft of such assets, or from freezes, seizures, or other legal process asserted by a Government; or,
- another Person using your Digital Tokens, Digital Tokens Wallet, account or password, with or without your knowledge.
You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such losses and damages, and without regard to the success or effectiveness of any other remedies.
- No Waiver: Any failure by ATC to exercise any of its respective rights, powers, or remedies under these Terms of Service, or any delay by ATC in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by ATC does not prevent either from exercising any other rights, powers, or remedies.
- Force Majeure: ATC (or any bank, depository or service provider where our deposit accounts are held or Reserves are handled) is not responsible for damages caused by delay or failure to perform undertakings under these Terms of Service when the delay or failure is due to fires; strikes or labor disputes; riots; embargoes; floods; bank failures; Digital Token market collapse or fluctuations; power outages or failures; acts of God or the state’s enemies; lawful acts of public authorities; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; Internet disruptions, viruses, and mechanical, power, or communications failures; security breaches or cyber attacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against or that are otherwise outside ATC’s control. In the event of force majeure, ATC is excused from any and all performance obligations and these Terms of Service shall be fully and conclusively at an end.
- Assignment: These Terms of Service, and any of the rights, duties, and obligations contained herein, are not assignable by you without prior written consent of ATC. These Terms of Service, and any of the rights, duties, and obligations contained herein, are freely assignable by ATC without notice or your consent. Any attempt by you to assign these Terms of Service without written consent is void.
- Severability: If any provision of these Terms of Service or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms of Service continues in full force and effect.