Last updated 08 March 2019
Welcome to Abacus!
Through https://abacusfi.com or any other associated websites, APIs, or mobile applications (collectively, the "Abacus Site"), Abacus Protocol, Inc. ("Abacus") provides a platform for conducting client onboarding and identity verification services, including, without limitation, "Know Your Client" and "Anti-Money Laundering" services (collectively with the Abacus Site and any other features, tools, materials and other services offered from time to time by Abacus, the "Services").
If you do not understand any of the terms of the Agreement, please contact us before using the Services.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH IN THESE TERMS CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH ABACUS ON AN INDIVIDUAL BASIS (RATHER THAN THROUGH A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION (RATHER THAN THROUGH A JURY TRIAL). BY ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THESE TERMS AND HAVE SPECIFICALLY CONSIDERED THE CONSEQUENCES OF AGREEING TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION.
Abacus may amend these Terms from time to time. If we do, we will notify you of any changes by posting notice on the Services or by sending notice to the primary email address specified in your account. Amendments will be effective upon Abacus's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by these Terms, as amended. Abacusreserves the right to modify, suspend, or discontinue the Services, in whole or in part, at any time, with or without notice to you. You agree that Abacus will not be liable to you or to any third party for such modification, suspension, or discontinuation.
To use certain features of the Services, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that all required registration information you submit is truthful and accurate and that you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Services. Abacus may suspend or terminate your Account in its sole discretion, and may suspend access to the Services if Abacus suspects that you have failed to comply with these Terms. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Abacus of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security with respect to your Account. Abacus hereby disclaims any and all liability for any loss or damage for your failure to comply with the requirements set forth in this Section 1. Abacus may, in its sole discretion, refuse to open an Account for you or limit the number of Accounts that you hold.
You may not use your Account to engage in the following categories of activity. The specific types of use listed below are representative, but not exhaustive. By opening an Account, you confirm that you will not use your Account to do any of the following:
By opening an Account, you confirm that you will not use the Services in connection with any of following businesses, activities, practices, or items:
YOU HEREBY AUTHORIZE ABACUS TO, DIRECTLY OR THROUGH THIRD PARTIES, MAKE ANY INQUIRIES WE CONSIDER NECESSARY TO VERIFY YOUR IDENTITY AND/OR PROTECT AGAINST FRAUD, INCLUDING TO QUERY IDENTITY INFORMATION CONTAINED IN PUBLIC REPORTS (E.G., YOUR NAME, ADDRESS, PAST ADDRESSES, OR DATE OF BIRTH), ACCOUNT INFORMATION ASSOCIATED WITH YOUR LINKED BANK ACCOUNT OR QUALIFYING CREDIT/DEBIT CARDS (E.G., NAME OR ACCOUNT BALANCE), AND TO TAKE ACTION WE REASONABLY DEEM NECESSARY BASED ON THE RESULTS OF SUCH INQUIRIES AND REPORTS. YOU FURTHER AUTHORIZE ANY AND ALL THIRD PARTIES TO WHICH SUCH INQUIRIES OR REQUESTS MAY BE DIRECTED TO FULLY RESPOND TO SUCH INQUIRIES OR REQUESTS. ABACUS HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSS OR DAMAGE OF YOUR CONTENT.
We grant you a limited, nonexclusive, nontransferable, nonsublicensable license, subject to the terms of this Agreement, to access and use the Services and related content, materials and information (collectively, the "Abacus Content") solely for approved purposes as permitted by Abacus from time to time. Any other use of the Services or Abacus Content is expressly prohibited. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Abacus Content, in whole or in part. All intellectual property rights, including copyrights, patents, trademarks and trade secrets, in the Services, including, without limitation, "abacusfi.com" and all logos related to the Services or displayed on the Abacus Site, are owned by Abacus or its licensors. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in this Section 2(a). Abacus and its licensors expressly reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
The Services may integrate or incorporate products or services provided by third parties, contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Services"). Such Third-Party Services are not under Abacus's control, and Abacus is not responsible for any Third-Party Services. Abacus does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. The applicable third party's terms and policies apply to all Third-Party Services, including, without limitation, the applicable third party’s privacy and data gathering practices.
The rights granted to you in these Terms are subject to the following restrictions:
You agree to indemnify and hold Abacus, its affiliates, and each of its and their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms or your violation of any law, rule or regulation, or the rights of any third party.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ABACUS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICES, LOSS OF SERVICE, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, ANY LOSS OR CORRUPTION OF DATA, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF ABACUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ABACUS'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. \$50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Although we intend to provide accurate and timely information on the Services, the Services (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND ABACUS EXRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. ABACUS MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF FIRST USE.
ABACUS DOES NOT TRADE, PROCESS, STORE, HOLD, MANAGE, ISSUING, OR OTHERWISE TRANSACT IN DIGITAL CURRENCIES, COMMODITIES, "COINS," OR OTHER DIGITAL ASSETS (COLLECTIVELY, "DIGITAL CURRENCY"). ABACUS DOES NOT OWN OR CONTROL THE UNDERLYING SOFTWARE PROTOCOLS (INCLUDING WITHOUT LIMITATION ANY BLOCKCHAIN SOFTWARE OR TECHNOLOGY AND/OR ANY "SMART CONTRACTS" OR OTHER CODE OPERATING ON OR EXECUTING IN CONNECTION WITH SUCH SOFTWARE OR TECHNOLOGY) WHICH GOVERN THE OPERATION OF DIGITAL CURRENCY, "TOKENS" (INCLUDING, WITHOUT LIMITATION, NON-FUNGIBLE ETHEREUM TOKENS ERC20, ERC721, AND FUTURE ITERATIONS OF SUCH TOKENS) (COLLECTIVELY, "TOKENS"), "SMART CONTRACTS" OR OTHER COMPUTERIZED TRANSACTION PROTOCOLS INTENDED TO DIGITALLY FACILITATE, VERIFY, OR ENFORCE THE NEGOTIATION OR PERFORMANCE OF A CONTRACT (INCLUDING, WITHOUT LIMITATION, THOSE THAT TAKE PLACE ON A BLOCKCHAIN OR DISTRIBUTED LEDGER) (COLLECTIVELY, "SMART CONTRACTS"). IN GENERAL, THE UNDERLYING PROTOCOLS ARE OPEN-SOURCE AND ANYONE CAN USE, COPY, MODIFY, AND DISTRIBUTE THEM. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE:
THE RISK OF LOSS IN PURCHASING, SELLING, TRADING, HOLDING, MANAGING, ACCEPTING, OR OTHERWISE TRANSACTING IN DIGITAL CURRENCY, TOKENS, AND/OR SMART CONTRACTS CAN BE SUBSTANTIAL AND YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH PURCHASING, SELLING, TRADING, HOLDING, MANAGING, ACCEPTING, OR OTHERWISE TRANSACTING IN SUCH DIGITAL CURRENCY, TOKENS, AND/OR SMART CONTRACTS, INCLUDING WITHOUT LIMITATION PRICE VOLATILITY RISKS, SECURITY RISKS, RISKS OF LOSS AND ANY OTHER RISKS. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING, PROCESSING, STORING, HOLDING, TRACKING, MANAGING, ISSUING, ACCEPTING, OR OTHERWISE TRANSACTING IN DIGITAL CURRENCY, TOKENS, AND/OR SMART CONTRACTS IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. ABACUS WILL HAVE NO LIABILITY FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS), OR ANY OTHER CONSEQUENCES THAT YOU OR ANY OTHER THIRD PARTY MAY INCUR AS A RESULT OF TRADING, PROCESSING, STORING, HOLDING, TRACKING, MANAGING, ISSUING, ACCEPTING, OR OTHERWISE TRANSACTING IN DIGITAL CURRENCY, TOKENS, AND/OR SMART CONTRACTS.
NEITHER ABACUS NOR OF ANY OF ITS PRINCIPALS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES ARE PROVIDING ANY INVESTMENT ADVICE THROUGH YOUR USE OF THE SERVICES. ABACUS:
WITHOUT LIMITING THE DISCLAIMER IN SECTION 1(b) ABOVE, ABACUS DOES NOT ENDORSE OR RECOMMEND YOU OR ANY THIRD PARTY PURCHASE, SELL, TRADE, PROCESS, STORE, HOLD, TRACK, MANAGE, ISSUE, OR OTHERWISE TRANSACT IN ANY SECURITIES, DIGITAL CURRENCY, TOKENS, AND/OR SMART CONTRACTS AND ABACUS WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DECISIONS YOU MAKE TO PURCHASE, SELL, TRADE, PROCESS, STORE, HOLD, TRACK, MANAGE, ISSUE, OR OTHERWISE TRANSACT IN ANY SECURITIES, DIGITAL CURRENCY, TOKENS, AND/OR SMART CONTRACTS, WHICH SUCH DECISIONS ARE YOURS ALONE.
WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS SET FORTH IN THIS SECTION, ABACUS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO WHETHER THE SERVICES ARE COMPLIANT WITH ANY LAWS, REGULATIONS, RULES, OR ORDINANCES OF ANY JURISDICTION. YOU ACKNOWLEDGE AND AGREE THAT NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THE SERVICES AND THAT ABACUS IS NOT A BROKER-DEALER OR REGULATED BY FINRA, NOR IS ABACUS PROVIDING TAX OR LEGAL ADVICE TO YOU. YOU REPRESENT AND WARRANT THAT YOU HAVE (OR WILL) CONDUCT SATISFACTORY DUE DILIGENCE BEFORE TRADING, PROCESSING, STORING, HOLDING, TRACKING, MANAGING, ISSUING, ACCEPTING, OR OTHERWISE TRANSACTING IN SECURITIES, DIGITAL CURRENCY, TOKENS, AND/OR SMART CONTRACTS INCLUDING, WITHOUT LIMITATION, THAT YOU HAVE SOUGHT (OR WILL SEEK) INDEPENDENT FINANCIAL AND/OR LEGAL ADVICE WHERE NECESSARY OR APPROPRIATE.
YOU HEREBY RELEASE ABACUS FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND CAUSES OF ACTION OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, IN CONNECTION WITH ANY CLAIM ARISING OUT OF THE SERVICES AND/OR ANY ACTS OR OMISSIONS OF ABACUS. IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
You and Abacus agree that any dispute, claim, or controversy between you and Abacus arising in connection with or relating in any way to these Terms or to your relationship with Abacus as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual (not class) arbitration. You and Abacus further agree that the arbitrator will have the exclusive power to rule on any disputes relating to the interpretation, applicability, enforceability, existence, scope or validity of this agreement to arbitrate (this "Arbitration Agreement") or to the arbitrability of any claim or counterclaim, including whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This Arbitration Agreement will survive termination of these Terms.
YOU AND ABACUS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Abacus otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
You acknowledge and agree that you and Abacus are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Notwithstanding the foregoing, you and Abacus each agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights to:
Either party may initiate arbitration proceedings by providing the other party with a written Demand for Arbitration as specified in the AAA Rules (defined in the following sentence). The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. The arbitration will be conducted in the county or parish in which you reside.
Each party will be responsible for payment of its own fees as set forth in the AAA Rules.
Notwithstanding any choice of law provision in these Terms, the parties acknowledge and agree that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue will be resolved under the laws of the State of California.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason:
Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability will not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision will be enforced to the extent permitted by law. Any failure by Abacus or any third-party beneficiary to enforce the Agreements or any provision thereof will not waive Abacus's or the applicable third-party beneficiary's right to do so.
These Terms are governed by the internal laws of the State of California, United States, without regard to its choice or conflicts of laws principles. You and Abacus agree to the exclusive jurisdiction of the state and federal courts located in San Francisco, California to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms that is not subject to binding arbitration as set forth in Section 5.
You may not assign these Terms without Abacus's prior written consent. Abacus may assign these Terms without your consent to:
Any purported assignment in violation of this Section 6(e) will be void.
The provisions of Sections 3 through 6 will survive the termination or expiration of these Terms.