Last Updated: July 30, 2014
This User Agreement (“Agreement”) is a contract between you (“you,” “your” or “user”) and DigitalTangible, Inc. ("Serica," "Serica Trading," “DigitalTangible,” “Serica ,” “we,” “us,” or “our”) and applies to your use of: (a) the Serica website located at sericatrading.com, the Serica API, and any associated Serica -hosted websites or mobile applications (collectively the “Serica Site”), and (b) any of the services provided to you by Serica (together with the Serica Site, the “Serica Services”).
By accessing or using the Serica Services, printing or downloading materials from the Serica Site, or otherwise using the Serica Site, you agree to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement, use of and access to any Serica Services is prohibited.
We may amend or modify this Agreement at any time by posting a revised User Agreement on the Serica Site, and such changes or modifications shall be effective at that time. By continuing to access or use the Serica Services after we have posted a revised Agreement, you agree to be bound by the modified Agreement. In the event that you do not agree to be bound by the modified Agreement, you must cancel your Serica Account in the manner described in Section 2.5 below and otherwise cease accessing or using the Serica Services. You further agree that we may (a) modify or discontinue any portion of the Serica Services, and (b) suspend or terminate your access to the Serica Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Serica Services, or suspension or termination of your access to the Serica Services, except to the extent otherwise expressly set forth herein.
To be eligible to use the Serica Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity if you reside in a jurisdiction where the age of majority or contractual capacity is above 18 years of age). By accessing or using the Serica Services you represent and warrant that you are 18 or older.
Please note the following risks of using Serica Services:
Once submitted to the Blockchain network, a Blockchain Transaction (defined in Section 2.3 below) will be unconfirmed for a period of time (usually less than one hour, but up to one day or more) pending sufficient confirmation of the transaction by the Blockchain network. A transaction is not complete while it is in a pending state. Assets and POCs associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Serica Account balance or be available to conduct transactions.
The risk of loss in trading or holding blockchain assets or gold can be substantial. You should therefore carefully consider whether trading or holding blockchain assets or gold is suitable for you in light of your financial condition. In considering whether to trade or hold blockchain assets, you should be aware that the price or value of blockchain assets can change rapidly, decrease, and potentially even fall to zero.
Your Serica account ("Serica Account") encompasses the following Serica Services:
One or more wallet accounts that allows users to store, track, transfer, and manage their gold Proof of Custody (“POC”), their blockchain assets, and their account information, and through which Serica enables users to facilitate Blockchain Transactions pursuant to instructions submitted by a user or authorized entity to Serica (the "Serica Wallet");
A catalog platform through which users can discover sellers of gold and make purchases of gold from such sellers (the “Catalog Exchange Service”); and
Each of the Serica Account, Serica Wallet, and Catalog Exchange Service is described in detail below.
Registration of Serica Account. In order to use any of the Serica Services, you must first register by providing an e-mail address and password. Upon successful completion of the registration process, Serica will establish your Serica Account. Serica may, in our sole discretion, refuse to allow you to establish a Serica Account, or limit the number of Serica Accounts that a single user may establish and maintain at any time.
Identity Verification. In order to use certain features of the Serica Services, including certain transfers of blockchain assets, gold, POCs, and/or currency, you may be required to provide Serica with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). Serica may also require you to answer certain questions or take actions in order to verify your identity, provide the Serica Services to you, or comply with applicable law. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Serica if any information changes. You hereby authorize Serica to, directly or through third parties, (i) make any inquiries we consider necessary to verify your identity and/or account information, and (ii) request and obtain any consumer report, credit report, or similar information relating to you, and to take action we reasonably deem necessary based on the results of such inquiries and reports, and you hereby authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.
As part of the services offered in connection with your Serica Account, your Serica Wallet allows you to send blockchain assets to, and request and receive blockchain assets from, third parties pursuant to instructions you make through the Serica Site (each such transaction is a “Blockchain Transaction”). You may initiate a Blockchain Transaction by going to the Serica Site, choosing to send or request, and entering the requisite information regarding the sender or recipient and the amount of assets to be transferred. Your Serica Wallet also allows you to send POC to, and request and receive POC from, third parties, pursuant to instructions you make through the Serica Site (each such transaction is a “POC Transaction”) (Blockchain Transactions and POC Transactions are collectively “Blockchain Transactions”). Your Serica Account enables you to communicate with the Blockchain network to facilitate each Blockchain Transaction in accordance with these instructions.
Serica reserves the right to refuse to process or to cancel any pending Blockchain Transaction as required by law or in response to a subpoena, court order, or other binding government order. Serica cannot reverse a Blockchain Transaction which has been communicated to and confirmed by the Blockchain Network.
Serica has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that you may purchase or sell to or from a third party. Serica is not responsible for ensuring that a buyer or a seller you are dealing with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with blockchain assets or POCs transferred using the Serica Services, or if you have a dispute with such third party, you must handle it directly with that third party. Any Blockchain Transaction conducted using the Serica Services is final regardless of any defects in or non-delivery of any goods or services purchased in connection with such Blockchain Transaction, or any other aspect of your transaction or relationship with the relevant third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Serica Support so that we may consider whether to take any action.
In the event that you conduct a Blockchain Transaction for purposes of paying a Merchant (defined herein) for goods or services and that Merchant provides you with a refund, such refund may be effected via a separate Blockchain Transaction having a value equal to the transaction amount being refunded, as expressed in local currency (e.g., U.S. dollars), based on the then current Conversion Rate. As a result, you may receive less value than you initially used to pay the Merchant. For information concerning the Conversion Rate, see Section 3 herein.
Serica ’s platform allows you to processes your own Blockchain Transactions, and we do not guarantee the identity of any user, receiver, requestee, or other party. You should verify all transaction information prior to initiating a Blockchain Transaction as the relevant Blockchain Transaction may not be canceled or reversed once initiated.
If you initiate a Blockchain Transaction by entering the recipient’s blockchain address, Serica will confirm that the blockchain address is valid; however, Serica cannot confirm that the blockchain address belongs to the intended recipient.
Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your receipt or transfer of blockchain assets, gold, POCs, and/or to the Blockchain Transactions you conduct through the Serica Services, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Serica Account.
Limits. Serica reserves the right to change the buy, sell, transfer, storage, and velocity limits applicable to your Serica Account, including, but not limited to, the Catalog Exchange Service transaction limits described in Section 3.4 herein, in our sole discretion.
Third-Party Applications. If, to the extent permitted by Serica from time to time, you grant express permission to a third party to access or connect to your Serica Account, either through the third party's product or service or through the Serica Site, you acknowledge that 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 using your Serica Account credentials. Further, you acknowledge and agree that you will not hold Serica responsible for, and will indemnify Serica from, any liability arising out of or related to any act or omission of any third party using your Serica Account credentials. You may change or remove permissions granted by you to third parties with respect to your Serica Account at any time through the your Account Settings page on the Serica Site.
Suspension/Termination and Serica Account Cancellation. Serica may: (a) suspend or terminate your access to any or all of the Serica Services, and (b) deactivate or cancel your Serica Account as required by a valid subpoena or court order, or if Serica reasonably suspects you of using your Serica Account in furtherance of illegal activity, or if you take any action that Serica deems as circumventing Serica 's controls, including, but not limited to, opening multiple Serica Accounts or abusing promotions which Serica may offer from time to time. You will be permitted to transfer blockchain assets or POCs associated with your Serica Wallet for 90 days after Account deactivation or cancelation unless such transfer is otherwise prohibited (i) under the law, or (ii) by a valid subpoena or court order. You may cancel your Serica Account at any time by transferring or exchanging all blockchain assets and POCs associated with your Serica Wallet and closing your Serica account. If any transaction is in a pending state at the time your Serica Account is canceled or suspended, such transaction may be canceled and/or refunded as appropriate. You may not cancel your Serica Account to evade an investigation or avoid paying any amounts otherwise due to Serica . Upon cancellation of your Serica Account, you authorize Serica to cancel or suspend pending Catalog Exchange Service transactions and hold the funds associated with such transactions until Serica is certain that funding reversal windows are complete. In the event that you or Serica terminates this Agreement or your access to the Serica Services, or deactivates or cancels your Serica Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or Account errors, Serica may temporarily suspend access to your Account until the problem is resolved.
Legal Compliance. Pursuant to the economic sanctions programs administered by the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), Serica is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that Serica is required to block assets associated with your Serica Account in accordance with an OFAC sanctions program, or other similar government sanctions programs, Serica may (i) deactivate or cancel your Serica Wallet or block user activity, (ii) transfer blockchain assets or POCs from your Serica Wallet to an originating source or to an account specified by authorities, or (iii) require you to transfer your blockchain assets or POCs out of your Serica wallet within a certain period of time. Serica is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
Transactions through Serica . When buying or selling gold, POCs, or blockchain assets through the Catalog Service, you may or may not be buying from, or selling to, Serica directly. Serica acts as an intermediary or marketplace between other buyers and sellers of gold and blockchain assets, and from time to time Serica may itself participate in that marketplace. The Catalog Exchange Service is subject to the Serica “Conversion Rate.” “Conversion Rate” means the liquidity adjusted price of a given blockchain asset amount or a given gold amount in terms of local currency as quoted on the Serica Site. The Conversation Rate is stated either as a "Buy Price," the price in terms of local currency at which you purchase blockchain assets from Serica , or as a "Sell Price," the price in terms of local currency at which you sell blockchain assets or gold to Serica or other buyers and sellers using Serica ’s marketplace platform. For the purpose of any transaction which incorporates the Conversion Rate, you agree, as a condition of using any Serica Services, to accept the Conversion Rate as the sole conversion metric.
Gold Purchases. Once you have successfully completed the verification steps described at Section 2.1 herein, you may buy gold through Serica . When you purchase gold bars or coins on the Serica platform, Serica will either place your gold into custody, or ship your gold to you, within one to three business days after funds have cleared. If you are a first time customer of Serica , we will lock in your price at the Conversion Rate once funds have been received and cleared. Pricing for returning customers will be locked in at the Conversion Rate at the time of order. Returning customers are obligated to send funds once placing an order. All telephone calls for purchases and sales may, at the sole discretion of Serica , be recorded.
Sale Transactions. Once you have successfully completed all necessary verifications with respect to your Serica Account, you may sell blockchain assets, gold, or POCs to Serica or to others using Serica ’s marketplace platform. Such sale transaction shall be subject to the demands of those participated in Serica ’s marketplace, and shall be subject to applicable transaction limits as prescribed by law.
Transaction Limits. Although Serica does not impose limits on the number of transactions you may initiate in a given day, Serica will comply with all applicable laws which require Serica to report certain large transactions, or multiple transactions which are reportable in the aggregate. Serica reserves the right to change or limit the volume of transactions in which you may engage through your Serica Account.
Fees Collected. Each Catalog Exchange Service transaction and each Blockchain Transaction is subject to a transaction fee. In addition, Serica will collect a custodial fee for the custody service it provides to users who elect to have their gold stored in custody.
You agree to deliver payment for any purchase made through the Catalog Exchange Service upon confirmation of an order, regardless of changes in the applicable Buy Price Conversion Rate prior to completion of the purchase transaction, with such payment to be made in good funds in the amount calculated in the manner specified in Section 3.1.
We may deduct any blockchain assets held by you in a Serica Wallet if a payment for a purchase using a bank account is subsequently reversed, for example, if such a payment is subject to a chargeback, reversal, claim, or is otherwise invalidated. We may also deduct blockchain assets held by you in a Serica Wallet in satisfaction of any outstanding amount owed by you to Serica under this Agreement.
Serica reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of blockchain assets in its sole discretion, including, but not limited to if Serica suspects the transaction is high risk, in response to a subpoena, court order, or other government order, or if Serica suspects the transaction relates to Restricted Activity as defined in Section 7.1.
Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Serica Site, and the content, materials, information, and functionality available in connection therewith (collectively, the “Content”) solely for informational, transactional, or other approved purposes as permitted by Serica from time to time. Any other use of the Serica Site or Content is expressly prohibited. All other rights in the Serica Site or Content are reserved by us and our licensors. We reserve all rights in the Serica Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the Serica Site or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Serica Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Serica Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the Serica Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. "sericatrading.com", "Serica ", and all logos related to the Serica Services or displayed on the Serica Site are either trademarks or registered marks of Serica or its licensors. You may not copy, imitate or use them without Serica 's prior written consent.
Website Accuracy. Although we intend to provide accurate and timely information on the Serica Site, the Serica Site (including, without limitation, the Content) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time with or 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 Serica Site are your sole responsibility and we shall have no liability for such decisions.
Third-Party Materials. From time to time, the Serica Site may contain references or links to third-party materials (including without limitation websites) not controlled by us. We provide such information and links as a convenience to you. Such links should not be considered endorsements of these sites or any content, products, or information offered on such sites, and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the Serica Site, including without limitation content, property, goods, or services available on the linked sites.
Application Programming Interface. Any person or entity who uses Serica 's Application Programming Interface ("Serica API") must comply with the terms of this User Agreement and/or any other conditions as Serica may put into place in its sole discretion from time to time. The Serica API is owned by Serica and is licensed to Serica API users on a non-exclusive, non-sublicensable basis.
Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Serica . Always log into your Serica Account through the Serica Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
Customized Serica Payment Page. You can use your Serica Account to establish a customizable payment page (“Transaction Page”) which will allow others to easily send blockchain assets or POCs to your Serica Wallet. You may establish and customize your Transaction Page through your Serica Account settings. In establishing your Transaction Page, you agree that you will not (i) post misleading materials or misappropriate the identity of another person or entity, (ii) post any copyrighted material which you are not authorized to post, or (iii) post any profane, unlawful, or offensive materials. Serica , in its sole discretion, may disable your Payment Page and take other action in accordance with this Agreement if we believe you are in violation of the foregoing or abusing this service. Serica may reclaim user handles associated with dormant Serica Accounts. Serica does not guarantee or endorse the purported identity, message, or other information posted by a user to the user’s Payment Page.
Relationship of the Parties. Serica is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Serica to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Serica to be treated as the agent of the other.
Service Providers. From time to time, Serica may engage third parties to assist Serica in providing certain aspects of the Serica Services (each, a “Service Provider”). Service Providers may include, but are not limited to, Serica 's banking partners, third party custodians, and technology or engineering service providers.
Privacy of Others; Marketing. If you receive information about another user through the Serica Services, you must keep the information confidential and only use it in connection with the Serica Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation, and accounting unless you receive the user’s express consent to do so. You may not send unsolicited email to a user through the Serica Services.
You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys, or any other codes that you use to access the Serica Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Serica Account by third-parties and the loss or theft of any blockchain assets, POCs, and/or other funds held in your Serica Account and any associated accounts. 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. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Serica Account information has been compromised, contact Serica Support immediately.
Consent to Electronic Records. By using the Serica Services, you agree that Serica may provide you with any notices or other communications about your Serica Account and the Serica Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Serica Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Serica Account and your Serica Account will be canceled in accordance with Section 2.E.
Notices to Serica. We prefer receiving notices to Serica electronically through our online support system. Paper notifications can also be sent to DigitalTangible, Inc., 660 4th Street, #214, San Francisco, CA 94107.
Custody Accounts. You understand that Serica maintains “Corporate Account” custody account agreements with third-party custodians (“TPCs”), and should you choose to store your gold in custody, your gold will be held in a sub-account custody arrangement with such a TPC. All shipments delivered to a TPC hereunder for and/or by Serica said-to-contain the gold will be stored in a physically segregated manner by the TPC as custodian, and will be credited to Serica ’s Corporate Account and recorded and maintained in accordance with the terms contained herein, and such other terms as Serica and any TPC may agree upon. Gold held by a TPC will be segregated by owner within the Corporate Account and will be credited either to Serica or to you personally, as a specified customer of Serica (ie, in a sub-account within the Corporate Account titled in your name) as selected by you and directed by Serica to the TPC. Gold assets credited to Serica ’s Corporate Account are deemed to be owned by Serica , and gold assets credited to your specified customer sub-account are deemed to be owned by you. You warrant that you will provide Serica with true and correct identification information, and you will hold Serica harmless for any such information Serica provides to a TPC on your behalf. All information provided by Serica to a TPC shall be treated as confidential. Serica will provide any TPC with notice of change of ownership of any asset held by the TPC. The ownership of any asset notwithstanding, only Serica can issue official notices to a TPC to act on the Corporate Account or its sub-accounts. You acknowledge that you have no contractual relationship with the TPC. TPCs agree that upon notice from Serica directing a transfer out of the Corporate Account or any sub-account, the TPC will process such transaction within one business day from receipt of such notice.
Delivery. Regarding deliveries into a TPC (“In-Shipments”), during normal operating hours or at other times as may be mutually agreed upon by Serica and the TPC in advance, the TPC will receive In-Shipments of assets for Serica ’s Corporate Account. Regarding deliveries out of a TPC (“Out-Shipments”), the TPC will use its best efforts to arrange Out-Shipments from its facilities within two business days of receiving the request from Serica . Regarding any Out-Shipment where delivery within a two business day period is not practical or reasonable, the TPC will use its best efforts to arrange for Out-Shipments within four business days. Notwithstanding the provisions of this paragraph, you hereby recognize that unusual depository activity may delay Out-Shipments of the assets beyond four business days, and you further agree that neither Serica nor the TPC shall be liable for any damages arising from such delays. The TPC will notify Serica promptly of any delay, and Serica will likewise promptly notify you.
Reports. The TPC will provide Serica with written confirmation of transactions that occur in Serica ’s Corporate Account each day. The TPC will provide Serica with statements for the Corporate Account summarizing daily transaction activity and account balances by asset type. You may request copies of transaction reports regarding your sub-accounts from Serica .
Disclaimer of TPC. The TPC will not ascertain, nor will it be responsible or liable for, the authenticity and/or correctness of the markings on, or the weight, fineness, value of, or contents of any assets, or on or in any container said-to-contain the assets, currency, or any property delivered into the Corporate Account from any source.
Audit and Inspection. Requests for audit or inspection of your assets shall be directed to Serica . Serica may at any time during normal business hours inspect the assets and other documents and records relating to the Corporate Account, including any sub-accounts, and the safekeeping facilities of the TPC in which any of the assets are kept. Serica has the right during normal business hours to consult with officers and employees of the TPC with respect to any matters related to the custody agreement between Serica and the TPC. Any requests for information, inspection, or audit must be transmitted via written notification to the TPC at least four business days prior to Serica ’s conducting such inspection or audit, whether on its own or on your behalf.
Insurance. The TPC agrees to maintain in effect all-risk insurance on the assets stored for Serica , including all assets in Serica ’s Corporate Account and each sub-account. Upon request from the Company, the TPC will provide a Certificate of Insurance evidencing insurance coverage for the assets held by the TPC.
Hold Harmless. The TPC is entitled to rely on notices from Serica containing written directions concerning the disposition, transfer, or withdrawal of assets stored by the TPC. Serica warrants that all of its written directions to the TPC concerning the delivery, transfer, withdrawal, or shipment of assets be authorized, and thus Serica and you hold the TPC harmless from any claims, damages, or loss that Serica or you may suffer as a result of the TPC’s reliance upon such written directions.
Uninsured Shipment Indemnification. Serica may request, on its own or at your request, from time to time that a TPC ship by certain uninsured carriers the assets in the TPC’s custody, and Serica and you understand that it is possible that neither Serica , the TPC, or you may be entitled to reimbursement from any insurance or other source, if any of the assets become damaged in transit, do not reach the intended recipient, or if you or Serica suffers a loss arising from an act or omission of such carrier. You hereby release Serica and the TPC from any liability, loss, cost, expense, or damage, and agree to indemnify Serica and the TPC and hold Serica and the TPC harmless against any liability, loss, cost, expense, or damage which Serica or the TPC may incur as a result of, in connection with, or arising in any manner whatsoever from the TPC shipping the assets by such uninsured carrier.
Fiduciary Accounts/Custodial Assets. You hereby certify to us that any funds used by you in connection with the Serica Services are either owned by you or that you are validly authorized to carry out transactions using such funds. In particular, you acknowledge that Serica may not be a qualified custodian under applicable law, and represent that your use of the Serica Services is in compliance with any applicable requirements governing the maintenance and use of fiduciary accounts and custodial assets.
Restricted Activities. In connection with your use of the Serica Services, and your interactions with other users, and third parties you will not:
Violate or assist any party in violating any law, statute, ordinance, regulation, or any rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, unlawful gambling or consumer protections);
Partake in a transaction which involves the proceeds of any unlawful activity;
Defraud or attempt to defraud Serica or other Serica users;
Infringe upon Serica 's or any third party's copyright, patent, trademark, or intellectual property rights;
Provide false, inaccurate, or misleading information;
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
Interfere with another individual’s or entity’s access to or use of any of the Serica Services;
Defame, abuse, harass, stalk, threaten, or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity, and intellectual property) of others;
Publish, distribute, or disseminate any unlawful material or information;
Transmit or upload any material to the Serica Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
Harvest or otherwise collect information from the Serica Site about others, including without limitation email addresses, without proper consent;
Act as a payment intermediary or aggregator or otherwise resell any of the Serica Services, unless expressly authorized by Serica in writing;
Transfer any rights granted to you under this Agreement;
Use the Serica Account information of another party to access or use the Serica Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user's Serica Account and information;
Otherwise attempt to gain unauthorized access to the Serica Site, other Serica Accounts, computer systems or networks connected to the Serica Site, through password mining or any other means; or
Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law.
We reserve the right at all times to monitor, review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
Export Controls & Sanctions. The supply of blockchain assets, gold, POCs, and the Serica Services through the Serica Site is subject to United States export control and economic sanctions requirements. By acquiring any such items through the Serica Site, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire blockchain assets or any of the Serica Services through the Serica Site if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo or UN sanctions, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, or Entity List, or (2) you intend to supply the acquired blockchain assets, gold, POCs, or Serica Services to Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo or UN sanctions (or a national or resident of one of these countries) or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List or Entity List.
Disputes with Serica . If you think we have made an error, contact us via our online help service or write to us at 660 4th Street, #214, San Francisco, CA 94107. In your correspondence, you must give us information sufficient to identify you, your Serica Account, and the transaction on which you believe an error occurred. You must contact us within 30 days after the transaction occurred. We will use our best efforts to either correct the error or explain to you why we believe the transaction was correct within 30 days of receiving your request.
Arbitration; Waiver of Class Action. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled on an individually basis in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes and you and Serica hereby expressly waive trial by jury. The Arbitration shall take place in San Francisco, California, in the English language, and at your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in in any action or proceeding to enforce this agreement shall be entitled to costs and attorney’s fees. Additionally, you hereby waive your right to participate in a class action lawsuit or class-wide arbitration.
Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with Serica must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
Limitations of Liability. In no event shall Serica , its affiliates, and service providers, or any of their respective officers, directors, agents, joint ventures, employees, or representatives, be liable for lost profits, or any special, incidental, or consequential damages arising out of or in connection with the Serica Site, the Serica Services, or this Agreement (however arising, including negligence). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. The liability of Serica , its affiliates, and service providers, or any of their respective officers, directors, agents, joint ventures, employees, or representatives, to you or any third parties in any circumstance, is limited to the lower of (A) the actual amount of direct damages; or (b) fees paid to Serica by you in the preceding three months.
Release of Serica . If you have a dispute with one or more of the Serica Services, you release Serica , its affiliates, and service providers, and each of their respective officers, directors, agents, joint ventures, employees, and representatives from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, you waive any protection available to you under California Civil Code §1542, which says: [A] general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.
No Warranty. The Serica Services are provided “As Is” and “As Available” basis without any representation or warranty, whether express, implied, or statutory. Serica specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Serica does not guarantee continuous, uninterrupted, or secure access to any part of Serica Services, and operation of the Serica Site may be interfered with by numerous factors outside of our control. Serica will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and check issuances are processed in a timely manner, but Serica makes no representations or warranties regarding the amount of time needed to complete processing, because the Serica Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.
Indemnification. You agree to indemnify and hold Serica , its affiliates, and Service Providers, and each of 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 (i) your breach of this Agreement, (ii) your use of Serica Services, or (iii) your violation of any law, rule, or regulation, or the rights of any third party.
Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Serica as to the subject matter hereof, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Serica .
Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Serica without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Serica Services. Any attempted transfer or assignment 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.
Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation or any governmental agency, local, state, or federal, 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.
Change of Control. In the event that Serica 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.
Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, Sections 2.E [Suspension/ Termination and Serica Account Cancellation], 3.F [Payments], 4 [Use of the Serica Site], 8 [Disputes with Serica ], and 9 [General Provisions], shall survive the termination or expiration of this Agreement.
Governing Law. This Agreement will be governed by the law of the State of Delaware except to the extent governed by federal law.
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, any delay or failure due to any act of God, act of civil or military authorities, 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, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
Section Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.
English Language Controls. Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.