Scope of Services
The Realio Platform provides services (“Services”) designed to facilitate the offering and sale of private securities (the “Offering”) of issuers (“Issuers”). The Services also assist Issuers and investors through the use of Stellar, Hyperledger, Ethereum, Raven and Binance blockchain protocols and associated functionality in monitoring compliance for secondary trading. This is done through our implementation of a proprietary standard to produce a token that provides permissioned smart contracts that algorithmically enforce transfer restrictions with regard to proposed securities transfers (the “Token”). The Services form only a part of the services required for an Issuer to complete its Offering. In connection with the Offering, the Issuer will enter into an agreement with other third party providers to perform the other functions of the Offering (“Issuer Vendors”), including but not limited to, those that provide (a) services to receive, return, custody or escrow cryptocurrency or fiat currency for Registered Users (defined below), (b) broker dealer/placement agent services, and (c) services to convert the cryptocurrency into fiat currency. In connection with providing the Services to you, we also engage Realio Vendors (as defined below) to provide certain services to us.
Account Registration and Communication Preferences
To access and use the Services, you will need to first register for an account (“Account”) to become a registered user (“Registered User”) as per the process described below. The process to become a Registered User includes you providing identification and Offering qualification information. By creating an Account, you agree to (a) provide accurate, current and complete Account information about yourself, and obtain all necessary consents from third parties prior to providing any personal information about such third parties, or otherwise establish a valid legal basis for the provision of such personal information to us under applicable law, (b) maintain and promptly update from time to time as necessary your Account information, (c) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Realio Platform, or your Account. You represent that your use of the Services will not involve use in connection with any unlawful or otherwise undesirable activity (as determined by Realio in its absolute and sole discretion), including, but not limited to dealing in counterfeit goods, gambling, money laundering, or drug activity. Realio will block multiple accounts of the same user. Also, you agree that you will not: (i) create another Account if we’ve disabled one you had unless you have our written permission first, (ii) buy, sell, rent or lease access to your Account or username unless you have our written permission first, (iii) share your Account password with anyone, or (iv) log in or try to log in to access the Realio Platform through unauthorized third party applications or clients.
Before you become a Registered User, Realio or its third party vendors (“Realio Vendors”) will run identity verification and compliance checks (including without limitation any checks we deem reasonably necessary to assess legal compliance (including the risk of your involvement in money laundering, terrorist financing, fraud, or any other financial crime)) pursuant to applicable laws and Issuer requirements for accreditation based on the information provided by you during the user registration process (“Verification Check(s)”). The results of Verification Checks may be used by Realio, and as applicable, Issuers and their placement agents, to determine your eligibility to use our Services and participate in an Offering. Realio may, but is under no obligation to re-confirm Verification Checks or independently review the results of any Verification Checks performed by third parties, and Realio is not liable for any errors therein. You hereby consent and authorize Realio to delegate the authorizations you provide to Realio to Issuers and their placement agents, as well as Realio Vendors, in each case, as Realio deems necessary or desirable to provide the Services to you. You agree that the terms and conditions of the Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Realio Vendors and they are third party beneficiaries of this Agreement.
Prior to making your first purchase through the Services, you will be provided with a cryptocurrency wallet (“Wallet”) account with a cryptocurrency wallet provider chosen by Realio (“Wallet Provider”) in addition to cryptocurrency wallets hosted on the Realio Platform (“Realio Wallets”) for which you will be provided complete control. Realio does not provide custody or key management of your Realio Wallets as they will be managed by you through your account password and two factor authentication security measures.
You understand and agree that Realio does not control and is not liable for any transactions made using the Wallet or the Realio Wallets or your other accounts. All payment transmissions in connection with the Offering are handled by Issuer Vendors.
By creating an Account, you also consent to receive electronic communications from Realio (e.g., via email or by posting notices to the Realio Platform). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. For contractual purposes, you (a) consent to receive communications from Realio in an electronic form, and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Realio provides to you electronically satisfy any applicable legal requirement (including but not limited to the Uniform Electronic Transactions Act and Electronic Signatures in Global and National Commerce Act), that such communications would satisfy if it were to be in writing. Realio reserves the right to provide to you documents in electronic format, collect signatures in electronic format and paper out all electronically signed documents and record your holdings of related securities in hard copy paper format, in the event of a system failure, hack, unrecoverable electronic damage, or other event beyond Realio’s reasonable control.
You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
You must provide all equipment and software necessary to access the Realio Platform and Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Realio Platform or Services.
Unless otherwise indicated in writing by us, the Realio Platform and all content and other materials contained therein, including, without limitation, the Realio logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Realio Content”) are the proprietary property of Realio or our affiliates, licensors or users, as applicable.
Notwithstanding anything to the contrary in this Agreement, the Realio Platform and Realio Content thereon may include software components provided by Realio or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
The Realio logo and any Realio product or service names, logos or slogans (“Realio Marks”) that may appear on the Realio Platform are trademarks of Realio or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Realio” or any other name, trademark or product or service name of Realio or our affiliates without our prior written permission. In addition, the look and feel of the Realio Platform, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Realio and may not be copied, imitated or used, in whole or in part, without our prior written permission. All trademarks or logos other than Realio Marks mentioned on the Realio Platform are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Realio.
Authorized Access and Use of the Realio Platform and Content
You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Realio Platform and the Realio Content thereon (collectively, “Realio Properties”) for the sole purpose of using the Services for your personal or internal business purposes. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Realio Properties or any portion of Realio Properties, except as authorized by us, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo or trade name, or other Realio Properties (including images, text, page layout or form), (c) you shall not use any metatags or other “hidden text” using Realio’s name or trademarks, (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Realio Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law, (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Realio Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Realio Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials), (f) you shall not access Realio Properties in order to build a similar or competitive website, application or service, (g) except as expressly stated herein, no part of Realio Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Realio Properties. Any future release, update or other addition to Realio Properties shall be subject to the Agreement. Realio, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of Realio Properties terminates the licenses granted by Realio pursuant to the Agreement.
Realio may require you to provide additional information and documents at the request of any governmental authority or for the purposes of Verification Checks, compliance with any applicable law or regulation, including laws related to laundering of funds that represent the proceeds of crime, or for counteracting financing of terrorism. Realio may also require you to provide additional information and documents in cases where it has reasons to believe that: (a) your Account is being used for money laundering or for any other illegal or suspicious activity, (b) you have concealed or reported false identification information or other details, (c) you are located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “State Sponsor of Terrorism” or you are listed on any U.S. Government list of prohibited or restricted parties, (d) trades effected via your Account were affected in breach of this Agreement, or (e) your use of the Services violates applicable laws and regulations. In such cases, Realio in its sole discretion, may suspend your transactions until such additional information and documents are reviewed by Realio and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, Realio may refuse to provide its Services to you. Please be aware that providing false or inaccurate information or engaging in illegal activities may result in you being prosecuted for violation of securities laws or any other applicable laws. Different jurisdictions have different laws and regulations with respect to investing in securities. You are responsible and liable at all times for any compliance obligations that you may be subject to in accordance with applicable laws and regulations in your home country or state.
The Realio Platform may contain links to third-party websites (“Non Realio Websites”) and applications (“Non Realio Applications”). The Realio Platform may also provide services to you by integrating with the products and services of Non Realio Websites and Non Realio Applications. When you click on a link to a Non Realio Website or Non Realio Application, we will not warn you that you have left the Realio Platform and are subject to the Agreement and conditions (including privacy policies) of another website or destination. Such Non Realio Websites and Non Realio Applications and are not under the control of Realio. Realio is not responsible for any Non Realio Websites or Non Realio Applications. Realio provides these Non Realio Websites and Non Realio Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Non Realio Websites or Non Realio Applications, or their products or services. You use all links in Non Realio Websites, and Non Realio Applications at your own risk. When you leave the Realio Platform, our Agreement and policies no longer govern. You should review applicable agreement and policies, including privacy and data gathering practices, of any Non Realio Websites or Non Realio Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
User Conduct and Feedback
You agree that you will not violate any law, contract, intellectual property or other third party right, and that you are solely responsible for your conduct, while accessing or using the Realio Platform or using the Service. You agree that you will abide by this Agreement and will not: take any action or make available any content on or through Realio Properties that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity, (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane, (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, (d) involves commercial activities and/or sales without Realio’s prior written consent, (e) impersonates any person or entity, including any employee or representative of Realio or Realio’s customers, (f) interferes with or attempt to interfere with the proper functioning of Realio Properties or uses of the Realio Properties in any way not expressly permitted by the Agreement, or (g) attempts to engage in or engage in, any potentially harmful acts that are directed against Realio Properties, including but not limited to violating or attempting to violate any security features of Realio Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Realio Properties, introducing viruses, worms, or similar harmful code into Realio Properties, or interfering or attempting to interfere with use of Realio Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Realio Properties.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Realio through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Realio has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Realio a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Realio Platform.
The securities associated with any Offering in which you participate will be governed by the terms and conditions set forth in the applicable investment documents related to the specific offering provided to you. You may need to complete several steps to purchase securities in the Offering including, but not limited to, (i) completing Realio’s user registration process, which includes you providing identification and qualification information to the Realio Platform, (ii) entering into Offering agreements with the Issuer, (iii) funding one or more deposits into escrow in fiat currency or a specified cryptocurrency to reserve or maintain an allocation in the Offering, if required by the Issuer, (iv) confirming an intention to move forward with participation in the Offering at the closing, if required by the Issuer; (v) transferring the remaining purchase price amount beyond the deposit amounts, if any, to the Issuer at the closing of the Offering, (vi) creating a digital asset wallet with a third party identified by Realio, and (vii) providing other information to Realio or Issuer or taking other action as requested throughout the Offering process.
Certain actions that you are required to take to participate in the Offering must be done within short time periods, so it is critical that you stay actively engaged with Realio and the Issuer with respect to the Offering until the Offering is completed. This includes, but is not limited to, regularly checking the email address provided by you or logging on to the Realio Platform for periodic communications from the Issuer or Realio requiring you to take certain follow-up actions on a time sensitive basis. Failure to do so may result in the full loss of your deposits, denial of your participation in the Offering or any subsequent offering on the Realio Platform and/or other adverse consequences that may be reasonably imposed.
During the process of participating in the Offering, you as a Registered User may receive Confidential Information of Realio or Issuer. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Realio’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Realio, Realio’s business (including trade secrets, technical information, business strategies, marketing plans, customer and supplier lists, investment information, financial data, and proprietary information of third parties provided to Realio in confidence) that is labeled or identified as “confidential” or “proprietary”, Issuers or their Offerings, or that you otherwise know, or would reasonably be expected to know is confidential.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Realio, and our respective past, present and future employees, officers, directors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Realio Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Realio Platform, including without limitation, the associated Services and Realio Properties, (b) your violation of this Agreement and any other online agreements, investor documents, disclosure obligations, applicable laws and regulations, (c) your violation of the rights of a third party, including but not limited to Issuers or investors of securities, or (d) your negligence or willful misconduct arising out of relating to the Offering, including the Services, provided that you may not settle any Claim against Realio unless such settlement completely and forever releases Realio from all liability with respect to such Claim or unless Realio consents to such settlement, and further provided that Realio will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND REALIO.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY REALIO, THE REALIO PLATFORM AND ASSOCIATED SERVICES, AS WELL AS THE REALIO CONTENT CONTAINED THEREIN, AND TOKENS CREATED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. REALIO (AND REALIO VENDORS) MAKE NO WARRANTY THAT THE REALIO PLATFORM OR ANY ASSOCIATED SERVICES: (A) WILL MEET YOUR REQUIREMENTS, (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. REALIO DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE REALIO PLATFORM AND ANY REALIO CONTENT CONTAINED THEREIN.
REALIO WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE REALIO PLATFORM. WHILE REALIO ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE REALIO PLATFORM AND REALIO CONTENT THEREON SAFE, REALIO CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE REALIO PLATFORM, ITS ASSOCIATED SERVICES, REALIO CONTENT, ANY TOKENS CREATED THROUGH THE SERVICES OR OUR INFORMATION TECHNOLOGY SYSTEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
REALIO WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON THE REALIO CONTENT OR INFORMATION ON REALIO PROPERTIES OR THROUGH USE OF CRYPTOCURRENCY OR TOKENS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, INCORRECT CRYPTOCURRENCY WALLET ADDRESSES, BANK WIRE INFORMATION OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS, (C) CORRUPTED WALLET FILES, (D) UNAUTHORIZED ACCESS TO APPLICATIONS, (E) ACTS, OMISSIONS OR ERRORS BY ANY ISSUER, ISSUER VENDORS OR REALIO VENDORS, (F) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF CYBER ATTACK AGAINST THE REALIO PLATFORM, ANY ASSOCIATED SERVICES, INCLUDING THE TOKENS.
TOKENS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE CORRESPONDING BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY TOKENS OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN.
No Investment or Financial Advice
Realio’s role in the Offering is limited to providing the Services. Realio is neither a broker-dealer, nor national securities exchange, alternative trading system, or other regulated securities market. In the future, Realio may operate with an affiliated broker dealer (“Broker Dealer Affiliate”) but this Agreement solely applies to Realio and not to any Broker Dealer Affiliates.
Realio is not an issuer of securities. By providing its Services to you as a Registered User or Issuer, Realio is not endorsing or recommending the Issuer’s securities, or the services of any broker or dealer. No aspect of the Realio Platform is designed or 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 about your investment goals. The availability of the Realio Platform does not constitute an offer or an invitation to purchase securities in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or invitation. Users must inform themselves about such restrictions and are solely responsible for complying with the same.
Realio is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of cryptocurrency or the Tokens. Realio is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting cryptocurrency including forks, technical node issues or any other issues that result in losses or damages.
Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Assumption of Risk in Blockchain Services
You accept and acknowledge:
Should you choose to purchase securities using cryptocurrency, you are solely responsible for determining what, if any, taxes apply to your cryptocurrency transactions. Neither Realio nor any affiliate, employees, officers, directors, consultants or equity holders are responsible for determining the taxes that apply to cryptocurrency transactions.
There are risks associated with using an internet based blockchain protocol (including the Tokens we may create for you that are integrated with our Hyperledger standard), including but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account. You accept and acknowledge that Realio will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience caused by circumstances beyond our reasonable control.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is changing rapidly and uncertain; new regulations or policies, including any applicable international or domestic laws may materially adversely affect the Services.
If a Registered User fails a Verification Check conducted by Realio Vendors or is rejected by an Issuer with respect to an Offering for any or no reason, Realio takes no responsibility for any resultant losses to Registered Users. Realio is not liable for any act or omissions of any Issuer or any Issuer Vendors and in the event that an Issuer decides to cancel an Offering or any associated sale of securities.
Limitation of Liability; Release
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL REALIO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE REALIO PLATFORM OR ANY ASSOCIATED SERVICES, TOKENS, REALIO PRODUCTS, THIRD PARTY WEBSITES AND REALIO CONTENT, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF REALIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE REALIO PLATFORM, PRODUCTS, SERVICES, CONTENT OR THIRD PARTY WEBSITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF REALIO ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE REALIO PLATFORM, CONTENT, TOKENS OR ANY ASSOCIATED SERVICES OF THE REALIO PLATFORM EXCEED $500.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF REALIO FOR DEATH OR PERSONAL INJURY CAUSED BY AN EMPLOYEE OR REALIO’S NEGLIGENCE OR INTENTIONAL MISCONDUCT.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
Modifications to the Realio Platform
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Realio Platform (or any features or parts thereof) or suspend or discontinue the Services at any time, with or without cause, and without liability therefor. If we make material changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the Realio Platform or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Realio Platform, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review the Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Realio Platform. If you do not agree to the revised Agreement, you may not access or use the Realio Platform.
Please read the following Arbitration Agreement in this Section carefully. It requires Users to arbitrate disputes with Realio and limits the manner in which such users can seek relief from us.
Applicability of Arbitration Agreement. Users agree that any dispute or claim relating in any way to their access or use of the Realio Platform, to any products sold or distributed through the Realio Platform, or to any aspect of their relationship with Realio, will be resolved by binding arbitration, rather than in court, except that (a) the user may assert claims in small claims court if your claims qualify; and (b) the user or Realio 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). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement. Any award of the arbitrator shall be final and binding on the parties.
IF YOU AGREE TO ARBITRATION WITH REALIO, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST REALIO ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST REALIO IN AN ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to [email protected]
The arbitration will be conducted by an established alternative dispute resolution provider selected by Realio. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Realio. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). 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 arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND REALIO 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 Realio are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 17.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to [email protected], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Realio.
Governing Law and Venue
This Agreement, including your access to and use of the Services made available on the Realio Platform shall be governed by and construed and enforced in accordance with the laws of the State of New York, (without regard to conflict of law rules or principles of the State of New York, or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in state or federal courts of the State of New York.
Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Realio Platform and the associated Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event, to the fullest extent permitted by applicable law. Prior to closing your Account, any Tokens associated with your Account must be sold to a third party in accordance with the terms of the applicable Tokens. If you have not transferred your Tokens, once your Account is closed, we will not be responsible or liable for any Tokens in your Wallet. In the event that you terminate your Account, after participating in an Offering but prior to closing of a sale of securities, this will be deemed as your withdrawal from the Offering and we will report it to authorities as required by law.
If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
The following sections will survive the expiration or termination of this Agreement and the termination of your Account: all defined terms and Sections 2, 3, 4, 5.2, 8, 9, 10, 11, 12.3, 12.4, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23.
International Users Access Realio Platform at Own Risk
Realio Properties are controlled and offered by Realio from its facilities in the United States of America. Realio makes no representations that Realio Properties are appropriate or available for use in other locations. Those who access or use Realio Properties from other countries do so at their own volition and are responsible for compliance with local law. The availability of the Realio Properties shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal. By accessing and using Realio Properties, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “State Sponsor of Terrorism”, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Realio Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Realio’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
This Agreement constitutes the entire agreement between you and Realio relating to your access to and use of the Realio Platform. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Realio prior, concurrent or subsequent circumstance, and Realio’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.