CSoft, LLC, a Florida limited liability company, is a business that provides online and mobile application-based cryptocurrency trading services to self-directed investors under the brand name of Cesium.
These Terms of Use are in addition to any other agreements between you and CSoft, LLC (referenced hereafter as “Cesium”), including any customer or account agreements and any other agreements that govern your use of software, products, goods, services, content, tools, and information provided by or through Cesium.
General
License Agreement
The Cesium website and mobile application (collectively, the “Service”) may include or make available certain content (the “Content”). The Service includes but is not limited to the functionality which makes the Content from Third-Party Providers’ websites available to you through the Cesium web portal or mobile app, as well as the communications, order routing and order management tools and technology which allow you to place orders for the purchase, sale and management of cryptocurrency on the websites, exchanges or portals of Third-Party Providers. The Content includes, without limitation: (1) access to account positions, balances, transactions, confirmations, and order history on exchanges where you hold cryptocurrency accounts and integrate with Cesium; (2) general news and information, commentary, research reports, educational material and information and data concerning the financial markets, currency exchanges, cryptocurrencies and other subjects; (3) market data such as quotations for cryptocurrency transactions on various currency exchanges and/or last sale information for completed purchases and sales of currencies in accordance with applicable laws, rules and regulations; (4) financial and investment interactive tools, such as alerts or calculators; (5) bill payment and account management tools; (6) company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by Cesium, and Marks owned by Third Party Providers (defined below); and (7) any other information, content, services, or software. Certain Content is furnished by third parties (each, a “Third-Party Provider” and collectively, the “Third-Party Providers”). Such Content (“Third Party Content”) includes, without limitation, account data and currency price quotations and positions available through your account with the third party, as well as any information, content, service or software made available by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the “Forums”). Third Party Content may be available through framed areas or through hyperlinks to the Third-Party Providers’ websites.
Acceptance of these Terms of Use
By using the Service and the Content, you agree to follow and be bound by these Terms of Use, including the policies referenced herein. Customers of Cesium are granted additional levels of access to the website and their relationship with Cesium is governed by additional agreements and terms and conditions.
Disclaimer and Limitations of Liability
The Content and the Service are provided on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, Cesium and the Third Party Providers expressly disclaim all warranties of any kind with respect to the Content and the Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Cesium nor Third Party Providers guarantee the accuracy, timeliness, completeness or usefulness of any Content. You agree to use the Content and the Service only at your own risk.
Neither Cesium nor the Third Party Providers explicitly or implicitly endorse or approve any Third Party Content. Third Party Content is provided for informational purposes only.
The Content is not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation.
TO THE FULLEST EXTENT PERMITTED BY LAW, CESIUM AND THE THIRD PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CSOFT OR ANY THIRD PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE CONTENT OR THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR THE SERVICE.
CESIUM DOES NOT GUARANTY THAT THE PURCHASE OR SALE ORDERS YOU ROUTE THROUGH THE SERVICE WILL BE TIMELY TRANSMITTED TO OR EXECUTED BY THE EXCHANGES, PORTAL OR THIRD PARTY PROVIDERS AS YOU REQUEST. YOU UNDERSTAND CRYPTOCURRENCY TRADING IS A HIGHLY SPECULATIVE ACTIVITY WITH A HIGH RISK OF LOSS, AND BY USING THE SERVICE, YOU COVENANT, REPRESENT AND WARRANT THAT YOU ARE ONLY PLACING CAPITAL AT RISK WHICH YOU CAN AFFORD TO LOSE, AND THAT YOU ARE ONLY MAKING TRADES AND TAKING POSITIONS WHICH YOU CAN BEAR TO COMPLETELY LOSE. THESE ARE MATERIAL COVENANTS, REPRESENTATIONS AND WARRANTIES WHICH HAVE INDUCED CESIUM TO MAKE AVAILABLE TO YOU THE CONTENT AND SERVICE.
No Recommendations or Investment Advice
Cesium provides self-directed investors with automated cryptocurrency trading services, and does not make recommendations or offer investment advice of any kind. You are solely responsible for evaluating the merits and risks associated with the use of any Content provided through the Service before making any decisions based on such Content. You agree not to hold Cesium, CSoft, LLC or any Third-Party Provider liable for any possible claim for damages arising from any decision you make based on the Content or other information made available to you through the Service or any Third-Party Provider websites. Past performance data should not be construed as indicative of future results.
U.S. Residents Only
The Content and the Service are intended for United States residents only. They shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal.
Content
Content posted on the Service is published as of its stated date or, if no date is stated, the date of first posting. Neither Cesium nor the Third-Party Providers have undertaken any duty to update any such information.
Cesium does not prepare, edit, or endorse Third Party Content. Cesium does not guarantee the accuracy, timeliness, completeness or usefulness of Third Party Content, and is not responsible or liable for any content, advertising, products, or other materials on or available from third party sites or other sources.
You will not hold Cesium and/or any Third-Party Provider liable in any way for (a) any inaccuracy of, error or delay in, or omission of the Content; or (b) any loss or damage arising from or occasioned by i) any error or delay in the transmission of such Content; ii) interruption in any such Content due either to any negligent act or omission by any party to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), or iii) to any other cause beyond the reasonable control of Cesium and/or Third-Party Provider, or iv) non-performance.
Currency price quotes may be delayed, according to the rules and regulations applicable to exchanges and Third Party Providers, or because of error in or breakdown of technology services. Neither Cesium nor the Third-Party Providers make any representations, warranties or other guarantees as to the accuracy or timeliness of any price quotes. Neither Cesium nor the Third-Party Providers make any representations, warranties or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular cryptocurrency or any other investment.
Content is provided exclusively for personal and noncommercial access and use. No part of the Service or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without Cesium’s prior written consent.
You acknowledge that Cesium is the sole owner of Cesium’s Marks and that other Marks are the property of their respective owners. You agree that you will not use any Marks for any purpose without the prior written consent of the respective owners.
Termination; Modification
Cesium reserves the right, without providing earlier notice to you, to terminate these Terms of Use, or limit or suspend access to the Service or the Content, for convenience and effective immediately. These Terms of Use will terminate immediately, without notice from Cesium, if you, in Cesium’s sole discretion, fail to comply with any provision of these Terms of Use. Cesium shall not be liable to you or any third party for the termination or suspension of the Service or the Content, or any claims related to such termination or suspension.
Cesium and/or the Third-Party Providers may discontinue, suspend, supplement, correct or otherwise modify the Content and/or the Service, or any portion thereof, at any time. You release and agree to indemnify and hold harmless Cesium, and the Third-Party Providers, from and against any loss, expense or damages arising from or relating to such discontinuation, suspension, supplementation, correction or modification.
Communications
By using the Service or the Content, you consent to any form of recording and retention of any communication, information and data exchanged between you and Cesium or its representatives or agents.
All communications made at or through the Forums are public. Neither Cesium nor the Third-Party Providers screen, review, approve or endorse any Third Party Content available on or through the Forums. Reliance on any Third Party Content available on or through the Forums is at your own risk. When discussing a particular currency, exchange or other investment opportunity in the Forums, you agree to reveal any material information you possess about the opportunity, including your ownership interest, if any, in such opportunity. Without limitation, you agree not to do any of the following:
Tender, publish or cause to be published Content that is false and misleading, and which is likely to constitute a fraud on or tends to manipulate the market for one or more currencies or cryptocurrencies offered on a currency exchange.
upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy (including, but not limited to, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
harm minors in any way;
impersonate any person or entity, including, but not limited to, (i) a Cesium or Third-Party Provider manager, employee, agent, or representative or (ii) forum leader, guide or host;
falsely state or otherwise misrepresent your affiliation with any person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any material;
upload, post or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary andconfidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
upload, post, or transmit unsolicited commercial email or “SPAM,” including, but not limited to, unethical marketing, advertising, or any other practice that is in any way connected with SPAM, such as: (1) sending mass email to recipients who haven't requested email from you or with a fake return address; (2) promoting a site with inappropriate links, titles, or descriptions; or (3) promoting any site by posting multiple submissions in forums that are identical;
upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any regulations having the force of law;
“stalk” or otherwise harass another person or business;
collect or store personal data about other users of the Service;
promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty;
promote, offer for sale or sell any security or item, good or service that i) violates any applicable federal, state, or local law or regulation, ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or iii) Cesium or the Third-Party Providers determine, in their sole discretion, is inappropriate for sale;
use the Forums as a forwarding service to another website; or
access or otherwise use the Forums in any unlawful manner, for any unlawful purpose or in violation of these Terms of Use.
External Links
Cesium and/or the Third-Party Providers may provide links to other websites, apps or resources. Because neither Cesium or the Third-Party Providers have any control over such sites, app or resources, you acknowledge and agree that neither Cesium nor the Third Party Providers are responsible for the availability or accuracy of such external sites, apps or resources. Cesium and the Third Party Providers do not endorse and are not liable for any content, advertising, products, or other materials on or available through such sites or resources. You further acknowledge and agree that neither Cesium nor the Third Party Providers shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site, app or resource.
Applicable Policies
In addition to these Terms of Use, your access to and use of the Content and the Service is subject to Cesium’s then-current policies relating to the Content and the Service, including, without limitation, the Cesium’s Privacy Policy available on the Service. You agree to be bound by these policies and all other Cesium policies applicable to the access and use of the Content and the Service.
By using the Service, you are consenting to have your personal data transferred to and processed by Cesium. As part of providing you the Service, Cesium may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service, which you may not be able to opt-out from receiving.
Indemnification
You will defend, indemnify and hold harmless Cesium and the Third Party Providers, and the officers, directors, agents, partners, employees, licensors, distributors, and representatives of Cesium and the Third Party Providers, from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or relating to your access and/or use of, or interaction with the Service or the Content (including, without limitation, Third Party Content), or any act, error, or omission of your use of the Service or any user of your Cesium credentials, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any applicable law.
Revisions
Cesium may at any time revise these Terms of Use by updating and republishing this document. You agree to be bound by subsequent revisions and agree to review these Terms of Use periodically for changes. The most updated version of this document will be available for your review under the “Cesium Terms of Use” link that appears on the Cesium website and mobile application.
Arbitration
Any controversy or claim arising out of or relating to the Content, the Service, these Terms of Use or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.Claims shall be heard by a single arbitrator. The arbitrator(s) shall be attorney or retired judge with at least 10 years of experience in resolving disputes over currency trading and financial services. The place of arbitration shall be Palm Beach, FL. Time is of the essence for any arbitration under this agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. Arbitrator(s) shall agree to these limits prior to accepting appointment. The award of the arbitrators shall be accompanied by a reasoned opinion not to exceed 10 pages.
AS A MATERIAL CONDITION TO USE AND CONTINUE TO ACCESS THE CONTENT AND THE SERVICE, YOU AGREE TO RESOLVE ANY DISPUTE OR QUESTION ARISING UNDER THESE TERMS OF USE UNDER BINDING ARBITRATION AS FOLLOWS. YOU AGREE TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS AND NOT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND TO WAIVE ANY RIGHT TO A COURT OR JURY TRIAL, AND TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, WITH CLASS ARBITRATIONS AND CLASS ACTIONS NOT BEING PERMITTED. YOU FURTHER AGREE THAT THIRD PARTY PROVIDERS ARE INTENDED THIRD PARTY BENEFICIARIES TO THE FOREGOING. CESIUM SHALL COVER REASONABLE COSTS AND FEES FOR THE ARBITRATOR AND THE ARBITRATION PROCEEDINGS.
Applicable Law and Venue; Severability
You agree that these Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of Florida, as applied to agreements performed wholly within the State of Florida. If and only if, the arbitration clauses of these Terms of Use are challenged or deemed unenforceable, or if any appeal of an arbitral opinion is made, then any legal action or proceeding arising under these Terms of Use will be brought exclusively in courts located in Palm Beach County, Florida, and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of these Terms of Use is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of the remaining provisions.
