LifeToken User Agreement
Last updated: April 7, 2022
Amendment of these Terms: We may amend or modify this Agreement at any time by posting the revised agreement on the LifeToken Site and/or providing a copy to you (a “Revised Agreement”). The Revised Agreement shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account.
Dispute Resolution: SECTION 7 (CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION) AND APPENDIX 4 OF THIS AGREEMENT, CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND LIFETOKEN. AMONG OTHER THINGS, APPENDIX 4 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. APPENDIX 4 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 7 AND APPENDIX4 CAREFULLY.
LifeToken is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
1. Account Setup
1.1. Eligibility. To be eligible to use the LifeToken Services, you must be at least 18 years old. There are certain features which may or may not be available to you depending on your location and other criteria.
1.2. Registration of LifeToken Account. You must register for a LifeToken account to use the LifeToken Services (a “LifeToken Account”). You will need to complete certain verification procedures before you are permitted to use the LifeToken Services. By registering or using a LifeToken Account you agree and represent that you have created your LifeToken Account and you will use your LifeToken Account only for yourself, and not on behalf of any third party, unless you have obtained prior written approval from LifeToken. You are fully responsible for all activity that occurs under your LifeToken Account. We may, in our sole discretion, refuse to open a LifeToken Account, suspend or terminate any LifeToken Account, suspend or terminate the sending of Digital Assets from your account, or suspend or terminate the trading of Digital Assets in your account. Please see Section 6 below for more information.
1.4. Access. The LifeToken Services can be accessed directly using the LifeToken Site. Access to LifeToken Services may become degraded or unavailable during times of significant volatility or volume. This could result in significant support response time delays. Although we strive to provide you with excellent service, we do not represent that the LifeToken Site or other LifeToken Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. LifeToken shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from LifeToken customer support. LifeToken shall not be liable for any alleged losses that you suffer from a drop in Digital Asset prices, if applicable.
2. Hosted Wallet and Custodial Services
2.1. Hosted Wallet Services. As part of your LifeToken Account, LifeToken will provide qualifying users access to: (i) a noncustodial Digital Asset wallet(s) for holding Digital Assets (“Digital Asset Wallet”). LifeToken will not store your private key, but will facilitate (a) the storing of your private key on the Apple Keychain or Android equivalent; and (b) the recovery of your private key for use.
2.2. Hosted Digital Asset Wallet. Your Digital Asset Wallet allows you to store, track, transfer, and manage your balances of Digital Assets. As used throughout, “Digital Asset” means only those particular digital assets listed as available to trade or custody in your LifeToken Account (also referred to as “Supported Digital Assets”). Services and supported assets may vary by jurisdiction. Our security protocols may require us to facilitate retrieval of private keys or related information from offline storage in order to effectuate Digital Asset transfers in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Digital Asset transfers.
2.3. Supported Digital Assets. Your LifeToken Account is intended solely for proper use of Supported Digital Assets as designated on the LifeToken Site. Under no circumstances should you attempt to use your Digital Asset Wallet to store, send, request, or receive any assets other than Supported Digital Assets. LifeToken assumes no responsibility in connection with any attempt to use your Digital Asset Wallet with digital assets that we do not support. You acknowledge and agree that LifeToken is not liable for any unsupported digital asset that is sent to a wallet associated with your LifeToken Account. LifeToken may in its sole discretion terminate support for any particular Digital Asset. If you do not sell or send such Digital Asset off platform before LifeToken terminates its support for such Digital Asset, then LifeToken may, in its discretion, remove such digital asset from your LifeToken Account and credit your LifeToken Account the equivalent market value of a supported Digital Asset or fiat currency minus transaction costs. If you have any questions about our current list of Supported Digital Assets, please visit https://help.LifeToken.ai.
2.4. Supplemental Protocols Excluded. Unless otherwise specifically announced on the LifeToken Site, Supported Digital Assets excludes all other protocols and/or functionality that supplement or interact with any Supported Digital Asset. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Supported Digital Asset. Do not use your LifeToken Account to receive, request, send, store, or engage in any other type of transaction or functionality involving any such protocol as the LifeToken Site is not configured to detect, secure, or process these transactions and functionalities. Any attempted transactions in such items will result in loss of the item. You acknowledge and agree that supplemental protocols are excluded from Supported Digital Assets and that LifeToken has no liability for any losses related to supplemental protocols.
2.5 Operation of Digital Asset Protocols. LifeToken does not own or control the underlying software protocols which govern the operation of Supported Digital Assets. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and do not guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Asset you store in your Digital Asset Wallet. LifeToken does not control the timing and features of these operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by LifeToken in determining whether to continue to use a LifeToken Account for the affected Digital Asset. In the event of any such operational change, LifeToken reserves the right to take such steps as may be necessary to protect the security and safety of assets held on the LifeToken Site, including without limitation, temporarily suspending operations for the involved digital asset(s); LifeToken will endeavor to provide you notice of its response to any material operating change; however, such changes are outside of LifeToken’s control and may occur without notice to LifeToken. LifeToken’s response to any operating change is subject to its sole discretion and may include deciding not to support any new digital asset, fork, or other actions. You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that LifeToken is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that LifeToken has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols. You further acknowledge and accept that LifeToken has no responsibility to support new digital asset forks or operating changes for Supported Digital Assets.
2.6. Digital Asset Custody and Title. All Digital Assets held in your Digital Asset Wallet are custodial assets held by LifeToken for your benefit, as described in further detail below.
2.6.1. Ownership. Title to Digital Assets shall at all times remain with you and shall not transfer to LifeToken. As the owner of Digital Assets in your Digital Asset Wallet, you shall bear all risk of loss of such Digital Assets. LifeToken shall have no liability for Digital Asset fluctuations or loss. None of the Digital Assets in your Digital Asset Wallet are the property of, or shall or may be lent to, LifeToken; LifeToken does not represent or treat assets in User’s Digital Asset Wallets as belonging to LifeToken. LifeToken may not grant a security interest in the Digital Assets held in your Digital Asset Wallet. Except as required by law, or except as provided herein, LifeToken will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Assets in your Digital Asset Wallet unless instructed to do so by you.
2.6.2. Control. You control the Digital Assets held in your Digital Asset Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending any or all of them to a different blockchain address. As long as you continue to custody your Digital Assets with LifeToken, LifeToken shall manage such Digital Assets on your behalf, at your direction, consistent with your agreements with LifeToken and with controlling law. LifeToken has no access to your private keys, and cannot help you recover any private keys.
2.6.3. Digital Assets Not Segregated. In order to more securely custody assets, LifeToken may use shared blockchain addresses, controlled by LifeToken, to hold Digital Assets held on behalf of customers and/or held on behalf of LifeToken. Although we maintain separate ledgers for User accounts and LifeToken accounts held by LifeToken for its own benefit, LifeToken shall have no obligation to segregate by blockchain address Digital Assets owned by you from Digital Assets owned by other customers or by LifeToken.
2.7. LifeToken Vault. You may elect to hold Digital Assets in LifeToken Vault. LifeToken Vault allows you to create conditions around transfer of your Digital Assets, which may include adding third parties to approve withdrawals (“Approvers”). For the avoidance of doubt, title to Digital Assets in LifeToken Vault shall at all times remain with you, and Approvers shall have no ownership interest in such Digital Assets.
3. Payment Services, Purchase & Sale Transactions, and Credit Transactions
3.1. Transactions on the LifeToken Site. When you acquire or transfer Digital Assets on the LifeToken Site, you are not buying Digital Assets from LifeToken or selling Digital Assets to LifeToken. LifeToken acts as the agent, transacting on your behalf, to facilitate acquisition or transfer between you and other LifeToken customers.
3.2. Fees. In general, LifeToken makes money when you acquire, transfer, or dispose of Digital Assets on the LifeToken Site. By using LifeToken Services you agree to pay all fees and, if applicable based on the service, a spread. LifeToken reserves the right to adjust its pricing and fees and any applicable waivers at any time. We notify you of the final price of each transaction, inclusive of pricing and fees, when you authorize the transaction and such price is included on each receipt we issue to you. We may charge network fees (including, but not limited to, validator fees) to process a Digital Asset Transaction on your behalf. We will calculate such fees at our discretion and notify you of such fees at or before the time you authorize the Digital Asset Transaction. Bank fees charged to LifeToken are netted out of transfers to or from LifeToken. You are responsible for paying any additional fees charged by your financial service provider. We will not process a transfer if associated bank fees exceed the value of the transfer.
4. Digital Asset Transfers
4.1. In General. Your Digital Asset Wallet enables you to send Supported Digital Assets to, and request, receive, and store Supported Digital Assets from, third parties by giving instructions through the LifeToken Site. Your transfer of Supported Digital Assets between your other digital asset wallets (including wallets off the LifeToken Site) and to and from third parties is a “Digital Asset Transfer.” We recommend customers send a small amount of Supported Digital Assets as a test before sending a significant amount of Supported Digital Assets.
4.2. Pending Transactions. Once a Digital Asset Transfer is submitted to a Digital Asset network, the transaction will be unconfirmed and remain in a pending state for a period sufficient to allow confirmation of the transaction by the Digital Asset network. A Digital Asset Transfer is not complete while it is in a pending state. Pending Digital Asset Transfers that are initiated from a LifeToken Account will reflect a pending transaction status and are not available to you for use on the LifeToken Site or otherwise while the transaction is pending.
4.3. Inbound Digital Asset Transfers. LifeToken incurs no obligation whatsoever with regard to Unsupported Digital Assets sent to a LifeToken Account or with regard to Supported Digital Assets sent to an incompatible Digital Asset wallet address. All such erroneously transmitted Digital Assets will be lost. LifeToken may from time to time determine types of Digital Assets that will be supported or cease to be supported. You acknowledge and agree that you may be required to pay network or miner’s fees in order for an Inbound Transfer transaction to be successful. Insufficient network fees may cause an Inbound Transfer to remain in a pending state outside of LifeToken’s control, and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.
4.4. Outbound Digital Asset Transfers. When you send Digital Assets from your LifeToken Account to an external wallet (“Outbound Transfers”), such transfers are executed at your instruction by LifeToken. You should verify all transaction information prior to submitting instructions to us. LifeToken shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address, incorrect Destination Tag/Memo, or if you send your Digital Assets to an incompatible wallet. We do not guarantee the identity or value received by a recipient of an Outbound Transfer. Outbound Transfers cannot be reversed once they have been broadcast to the relevant Digital Asset network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. LifeToken does not control any outside Digital Asset network and makes no guarantees that an Outbound Transfer will be confirmed by such network. We may cancel or refuse to process any pending Outbound Transfers as required by law or any court or other authority to which LifeToken is subject in any jurisdiction. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further LifeToken Services and/or before permitting you to engage in transactions beyond certain volume limits.
4.5. Transfers to a Recipient Email Address. LifeToken allows you to initiate a Digital Asset Transfer to a LifeToken customer by designating that customer’s email address. If you initiate a Digital Asset Transfer to an email address, and the recipient does not have an existing LifeToken Account, we will invite the recipient to open a LifeToken Account. If the recipient does not open a LifeToken Account within thirty (30) days, we will return the relevant Digital Asset to your Digital Asset Wallet.
4.6. Debts. If outstanding amounts are owed to us hereunder, including in your LifeToken Account, LifeToken reserves the right to debit your LifeToken Account accordingly and/or to withhold amounts from funds you may transfer between your LifeToken Accounts.
5. Data Protection and Security
5.2. Security Breach. If you suspect that your LifeToken Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or LifeToken (collectively a “Security Breach”), you must notify LifeToken Support immediately at https://lifetoken.ai or (888) 888-8888 and provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce or manage any Security Breach. Prompt reporting of a Security Breach does not guarantee that LifeToken will reimburse you for any losses suffered or be liable to you for any losses suffered because of the Security Breach.
5.3. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise your regular use of a reputable and readily available virus screening and prevention software. Please be aware that SMS and email services are vulnerable to spoofing and phishing attacks and use care in reviewing messages purporting to originate from LifeToken. Always log into your LifeToken Account(s) through the LifeToken Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
6. General Obligations, Taxes, Designating a Fiduciary and Termination
6.1. Limited License. All content included in or made available through the LifeToken Services, LifeToken Site or any related content, materials, and information such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (collectively, the “Content”) is the property of LifeToken or its affiliates or its content providers and is protected by United States and international copyright laws. We grant you a limited, nonexclusive, and nontransferable license, subject to the terms of this Agreement, to access and use the LifeToken Services, LifeToken Site, and Content solely for purposes approved by LifeToken from time to time. Any other use of the LifeToken Services, LifeToken Site or Content is expressly prohibited and all other right, title, and interest in the LifeToken Services, LifeToken Site or Content is exclusively the property of LifeToken and its licensors. You agree that 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 Content, in whole or in part without the prior written consent of LifeToken.
LifeToken.ai, LifeToken.com, and the following non-exhaustive list, including LIFETOKEN, LIFETOKEN Logo, C Logo, LIFETOKEN EXCHANGE, LIFETOKEN PRO, ROSETTA, COSTA, SKEW, TOSHI, LIFETOKEN ONE, and BISON TRAILS; and without limitation, any graphics, logos, button icons, and service names included in or made available through any Content, and all logos related to the LifeToken Services or displayed on the LifeToken Site are either trademarks or trade dress of LifeToken or its licensors in the United States and other countries. You may not copy, imitate or use them without LifeToken’s prior written consent for any purpose, including without limitation, in connection with any product or service that is not authorized by LifeToken; any manner that is likely to cause confusion among customers; or a way that disparages or discredits LifeToken.
6.2. Website Accuracy. Although we intend to provide accurate and timely information on the LifeToken Site, the LifeToken Site (including, without limitation, the Content) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with information complete and accurate as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the LifeToken Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including price and supply data for Digital Assets, is for informational purposes only and LifeToken makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the LifeToken Site.
6.3. Third-Party Applications. If, to the extent permitted by LifeToken from time to time, you grant express permission to a third party to access or connect to your LifeToken Account(s), either through the third party’s product or service or through the LifeToken Site, you acknowledge that your granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your LifeToken Account(s). Further, you acknowledge and agree that you will not hold LifeToken responsible for, and will indemnify LifeToken from, any liability arising out of or related to any act or omission of any third party with access to your LifeToken Account(s).
6.4. Transaction Limits. The use of all LifeToken Services may be subject to a limit on the volume you may transact or transfer in a given period (e.g., daily). To view your limits, login to your LifeToken Account(s) and visit https://www.LifeToken.ai/. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. If you wish to raise your limits beyond the posted amounts, you may submit a request at firstname.lastname@example.org. LifeToken reserves the right to change applicable limits, and to refuse to raise your limits, as we deem necessary in our sole discretion.
6.5. Unclaimed Property. If LifeToken is holding Digital Assets in your account, and has no record of your accessing the Services for several years and is unable to contact you, applicable law may require LifeToken to deliver any such Digital Assets to the applicable state or jurisdiction as unclaimed property.
6.6. Password Security; Contact Information. You are responsible for creating a strong password and maintaining security and control of any and all electronic devices, IDs, passwords, hints, personal identification numbers (PINs), API keys, or any other codes that you use to access the LifeToken Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your LifeToken Account(s) by third-parties and the loss or theft of any Digital Assets held in your LifeToken Account(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your LifeToken Account. LifeToken will never under any circumstances ask you for your passwords or 2-factor authentication codes. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of LifeToken. We further assume no responsibility for your failure to follow or act on any notices or alerts that we may send to you. If you believe your LifeToken Account(s) information has been compromised, contact LifeToken Support immediately at email@example.com or (888) 888-8888.
6.7. Taxes. The tax treatment of Digital Asset transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using LifeToken Services under this Agreement. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using LifeToken Services, and acknowledge that LifeToken does not provide investment, legal, or tax advice governing these transactions. You understand that LifeToken shall report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using LifeToken Services to a tax or governmental authority to the extent such reporting is required by applicable law. LifeToken also shall withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, LifeToken shall ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Digital Asset transactions.
6.8. Suspension, Termination, and Cancellation. LifeToken may suspend, restrict, or terminate your access to any or all of the LifeToken Services, and/or deactivate or cancel your LifeToken Account(s), with immediate effect for any reason at its sole discretion and is under no obligation to disclose the details of its decision to take such action with you. You acknowledge that LifeToken’s decision to take certain actions, including limiting access to, suspending, or closing your account for any reason in our sole discretion, may be based on confidential criteria that are essential to LifeToken’s risk management and security protocols. You agree that LifeToken is under no obligation to disclose the details of its risk management and security procedures to you.
LifeToken may discontinue or change any product, service, or feature, in its sole discretion, at any time. You agree that we may transfer you to a product or service that is reasonably similar to the discontinued or changed product or service, to the extent such product or service exists. We will provide you with prior notice of material changes, discontinuation, or the transfer related to a product, service, or feature, to the extent required or applicable.
7. Customer Feedback, Queries, Complaints, and Dispute Resolution
7.1. Contact LifeToken. If you have feedback, or general questions, contact us via our Customer Support webpage at https://lifetoken.ai. LifeToken requires that all legal documents (including civil subpoenas, complaints, and small claims) be served on Lifetoken Software, Inc.
7.2. Formal Complaint Process. If you have a complaint with LifeToken, you agree to first contact LifeToken through our support team to attempt to resolve any such dispute amicably. If we cannot resolve the dispute through LifeToken Support, you agree to use the Formal Complaint Process set forth below before filing any arbitration claim or small claims action as described further in Appendix 4 below. You must complete the Formal Complaint Process before filing any arbitration or small claims action. If you do not complete it, then you agree that your claim or action must be dismissed from arbitration or small claims court.
7.2.1. Procedural Steps. If the dispute is not resolved through your contact with LifeToken Support, you agree to use our complaint form to describe your dispute, how you would like us to resolve the complaint, and any other relevant information. The complaint form can be requested from LifeToken Customer Support by emailing firstname.lastname@example.org. If you prefer to send a written complaint via mail, please include as much information as possible in describing your complaint and how you would like us to resolve the complaint, including your support case number and any other relevant information to email@example.com. We will acknowledge receipt of your complaint form after you submit it. A LifeToken customer relations agent will review and evaluate your complaint based on the information you have provided and information in the possession of LifeToken. The Formal Complaint Process is completed when LifeToken responds to your complaint or forty-five (45) business days after the date we receive your complaint, whichever occurs first.
7.3. Arbitration. You agree to be bound by the Arbitration Agreement in Appendix 4 to this Agreement.
8. Liabilities & Indemnification
8.1. Release of LifeToken; Indemnification. If you have a dispute with one or more users of the LifeToken Services, you release LifeToken, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees, and representatives from all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold LifeToken, its affiliates and service providers, and each of its or 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 this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
8.2. Limitation of Liability; No Warranty. IN NO EVENT SHALL LIFETOKEN, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (I) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS ON DEPOSIT IN YOUR LIFETOKEN ACCOUNT(S) AT THE TIME OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO YOUR CLAIM OR (II) FOR ANY LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE LIFETOKEN SITE OR THE LIFETOKEN SERVICES, OR THIS AGREEMENT, EVEN IF LIFETOKEN HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF LIFETOKEN’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT LIFETOKEN FAILED TO PROCESS A TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE LESSER OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE TRANSACTION OR THE TOTAL VALUE OF THE SUPPORTED DIGITAL ASSETS ON DEPOSIT IN YOUR LIFETOKEN ACCOUNT(S), AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE LIFETOKEN SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIFETOKEN SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. LIFETOKEN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE LIFETOKEN SITE, ANY PART OF THE LIFETOKEN SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. LIFETOKEN DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE LIFETOKEN SERVICES AND LIFETOKEN SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT LIFETOKEN WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, OR ANY ERROR, DELAY, OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (II) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF, OR ANY OF THE LIFETOKEN SERVICES OR ANY WEBSITE OR SERVICE LINKED TO OUR WEBSITE; (III) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF THE LIFETOKEN SERVICES; OR (IV) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR LIFETOKEN ACCOUNT.
The limitations of damages and liability, and the no warranty provisions set forth above in this Section 8.2 are fundamental elements of the basis of the bargain between LifeToken and you.
9. General Provisions
9.2. Assignment. We reserve the right to assign our rights without restriction, including without limitation to any LifeToken affiliates or subsidiaries, or to any successor in interest of any business associated with the LifeToken Services. In the event that LifeToken is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under this Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
9.3. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, provincial, subnational, or national government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
9.4. Survival. All provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, LifeToken Account cancellation, debts owed to LifeToken, general use of the LifeToken Site, disputes with LifeToken, and general provisions, shall survive the termination or expiration of this Agreement.
9.5. Governing Law. You agree that the laws of Delaware, without regard to any conflicts of law or choice of law principles, will govern this Agreement and any Dispute.
9.6. Force Majeure. We shall not be liable for delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities (including those of public health officials and governments in response to declared health or pandemic emergencies), act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
9.7. Non-Waiver of Rights. This Agreement shall not be construed to waive rights that cannot be waived under applicable laws. In addition, our failure to insist upon or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
9.8. Relationship of the Parties. LifeToken is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and LifeToken or authorize you to act as agent of LifeToken.APPENDIX 1: Verification Procedures and Limits
As a regulated financial service company operating in the US we are required to identify users on our platform. This ensures we remain in compliance with KYC/AML laws in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer digital asset exchange services to our customers. LifeToken collects and verifies information about you in order to: (i) protect LifeToken and the community from fraudulent users; and (ii) to keep appropriate records of LifeToken’s customers.
All U.S. customers who wish to use LifeToken Services are required to establish a LifeToken Account by:
• Providing your name and valid email address, a password and your state of residence;
• Certifying that you are 18 years or older;
• Verifying your identity by submitting the following information:
o Physical address
o SSN (or ID # from gov’t issued ID)
o Source of funds
o Income/employment information (US only)
o Explanation of activity (US only)
All U.S. customers who wish to send and receive Digital Assets on to the blockchain are required to:
• Submit a copy of an acceptable form of identification (i.e. passport, state driver’s license, or state identification card); and
• Submit a picture of yourself or a selfie from your webcam or mobile phone.
Notwithstanding these minimum verification procedures for the referenced LifeToken Services, LifeToken may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any LifeToken Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your account’s Limits page.
You may contact us at t to request larger limits. LifeToken will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and LifeToken does not guarantee that we will raise your limits.APPENDIX 2: E-Sign Disclosure and Consent
This policy describes how LifeToken delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.
Electronic Delivery of Communications
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your LifeToken Account(s) and your use of LifeToken Services. Communications include:
• Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
• Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
• Responses to claims or customer support inquiries filed in connection with your Account.
We will provide these Communications to you by posting them on the LifeToken Site, emailing them to you at the primary email address listed in your LifeToken profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:
• A device with an Internet connection;
• A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
• A valid email address (your primary email address on file with LifeToken); and
• Sufficient storage space to save past Communications or an installed printer to print them.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us at firstname.lastname@example.org or https://lifetoken.ai. If you fail to provide or if you withdraw your consent to receive Communications electronically, LifeToken reserves the right to immediately close your Account or charge you additional fees for paper copies.
Updating your Information
It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if LifeToken sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, LifeToken will be deemed to have provided the Communication to you.
You may update your information by logging into your account and visiting settings or by contacting our support team at email@example.com.
APPENDIX 3 Governance and Voting.
For certain Digital Assets, the underlying protocols offer stakers the ability to vote on matters related to the governance of protocol-level issues. LifeToken may or may not support voting for such assets and may cease supporting voting at any time in its discretion. LifeToken will comply with your instruction to vote your Digital Assets to the extent LifeToken or its affiliate supports voting for such Digital Assets. In certain cases, LifeToken may vote on your behalf where LifeToken or the applicable protocol does not support delegated voting; in those instances, LifeToken will vote with the protocol’s recommendation.APPENDIX 4: Arbitration Agreement
1.1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and LifeToken agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or of the LifeToken Site, any Communications you receive, any products sold or distributed through the LifeToken Site, the Services, or the User Agreement and prior versions of the User Agreement, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and LifeToken may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or LifeToken may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the User Agreement as well as claims that may arise after the termination of this User Agreement.
1.2. Waiver of Jury Trial. YOU AND LIFETOKEN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and LifeToken are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
1.3. Waiver of Class and Other Non-Individualized Relief. YOU AND LIFETOKEN AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 1.8, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 1.8 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and LifeToken agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or LifeToken from participating in a class-wide settlement of claims.
1.4. Rules and Forum. The User Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Formal Complaint Process described in Section 7.2 above does not resolve satisfactorily within forty-five (45) business days after receipt of your complaint form, you and LifeToken agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). If you initiate the arbitration, you must provide LifeToken a copy of your Request by email at arbitration@LifeToken.com or through LifeToken’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the email addresses associated with the applicable LifeToken Account(s); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Formal Complaint Process as described above in Section 7.2 (if you are the party making the Request); and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and LifeToken otherwise agree, or the Batch Arbitration process discussed in subsection 1.8 is triggered, the arbitration will be conducted in the county where you reside. Disputes involving claims, counterclaims, or requests for relief under $25,000, not inclusive of attorneys’ fees and interest, will be conducted solely on the basis of documents you and LifeToken submit to the arbitrator. If your claim exceeds $25,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. In any case, you and LifeToken agree that we will not request more than three depositions per side in each arbitration or Batch Arbitration proceeding. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and LifeToken agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
1.5. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 1.8 is triggered, the AAA will appoint the arbitrator for each batch.
1.6. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the Section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator shall abide by the “Limitation of Liability” section of this User Agreement.
1.7. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or LifeToken need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Formal Complaint Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
1.8. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and LifeToken agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against LifeToken by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by LifeToken.
You and LifeToken agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
1.9. Modification. Notwithstanding any provision in this User Agreement to the contrary, we agree that if LifeToken makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the LifeToken Site and/or Services, including the acceptance of products and services offered on the LifeToken Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.