These Terms and Conditions govern your (the “User”, or “you”) use of the Acctual platform found at https://www.acctual.com and all associated web-based or mobile applications (collectively, the “Platform”) offered by MangoDCA, Inc., a Delaware corporation (the “Company,” “We,” “Us,” “Our,” or “Acctual”). Acctual is a financial technology platform that provides automated accounts payable and accounts receivable services tailored for businesses engaging in cryptocurrency transactions. For purposes of these Terms and Conditions, the Platform and our services are collectively called the “Services.”
These Terms and Conditions, together with all other agreements, acknowledgments and authorizations by the User in connection with the use of the Services, including but not limited to the Privacy Policy, which are found on our website (together the “Terms”) represent the terms with which the Company will do business with the User. The Terms set out the respective rights and obligations of both parties in connection with the Services and both parties will accept and be bound by these terms on acceptance of the terms and conditions contained herein.
In consideration of the Company agreeing to provide the Services to you, User agrees that the following rights and obligations will govern the relationship between the Company and User. You are responsible for ensuring that all persons who access or use the Services through your device, company account, or internet connection are aware of those documents and that they comply with them.
PLEASE READ THE FOLLOWING TERMS & CONDITIONS CAREFULLY. BY ACCESSING AND/OR USING OUR WEBSITE, MOBILE APPLICATION AND THE ASSOCIATED SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS YOUR RESPONSIBILITY TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR WEBSITES OR OUR SERVICES.
Definitions
"Agreement" includes these Terms, and all other agreements and authorizations executed by User in connection with the use of the Services.
“Company Entities” includes the Company and any affiliated entities of the Company.
“Content” means any data or information, or documents or images provided by or on the Website (as defined below), software applications including mobile and web-based applications, and any information, documents or images on the Company accounts in any third-party social media platforms, including but not limited to X, Instagram, Telegram, Facebook, Discord, Github, Medium, YouTube, and Reddit.
“Eligible Person” means a person that meets ALL the following criteria:
if a natural person, at least 18 years old or of legal age to form a binding contract under applicable law;
not physically in any Prohibited Jurisdiction;
not a resident of any Prohibited Jurisdiction;
not a legal person or legal entity incorporated, registered or organized under the laws of any Prohibited Jurisdiction;
not a politically exposed person; and
not in any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”, or any other trade or economic sanctions list of the United States of America, Canada, the United Kingdom of Great Britain and Northern Ireland, the European Union, the Republic of Singapore or the Swiss Confederation.
“Intellectual Property Rights” includes, but are not limited to, any registered or unregistered patents, database rights, data protection rights, trademarks, trade secrets, trade names, corporate names, service marks, tag lines and descriptors, domain names, design, structure, layouts, graphical images, typography, color palettes, and copyrightable works, including but not limited to software applications, underlying source code, stationery, signage, promotional items, advertising and marketing materials, press releases, photographs, forms, and electronic media.
“KYC Process” means a due diligence process in line with Know Your Customer, Anti-money Laundering, and Combating the Financing of Terrorism regulations.
“Prohibited Jurisdiction” means (i) the People’s Republic of China, Russia, Afghanistan, Central African Republic, Congo, Democratic Republic of the Congo, Republic of the Cote D'Ivoire, Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People’s Republic (a region of Ukraine), the self-proclaimed Luhansk People’s Republic (a region of Ukraine), Kherson Oblast (a region of Ukraine), Zaporizhzhia Oblast (a region of Ukraine), Cuba, Gambia, Iran, Iraq, Liberia, Libya, Malawi, Myanmar, Niger, North Korea, Pakistan, Palestinian Territory, South Sudan, Sudan, Syria, Venezuela, Vietnam, Yemen, Zambia, Zimbabwe; (ii) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America, the United Nations, the United Kingdom, the European Union and/or Switzerland; (iii) a jurisdiction where it would be illegal according to local law or regulation for you to hold or receive Virtual Assets; (iv) any disputed or self-proclaimed territories that are subject to international sanctions; or (v) where the distribution, transfer, sale or purchase of Virtual Assets is prohibited or contrary to local law or regulation, or could subject the Company Entities to any local registration, regulatory or licensing requirements.
“U.S.” or “US” or “United States” means all states of the United States of America, the District of Columbia; the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States of America.
“User Content” means any content, feedback, suggestions, ideas, or other information or materials about the Company, web-based or mobile applications, or the Services, that you provide to the Company through the Website, application, the Services, or any other means including but not limited to blogs, message boards, forums and messaging applications.
“Virtual Assets'' shall mean encrypted currencies or digital assets or digital tokens or virtual currencies or cryptocurrencies which are based on distributed ledger technology and can be digitally traded or transferred. For the avoidance of doubt, Bitcoin and Ether are Virtual Assets.
“Wallet” means a Virtual Asset wallet controlled by the User used in connection with the Services.
“Website” means https://www.acctual.com/.
Changes to terms or services
We may modify the Terms at any time at our sole discretion. If we do so, we will notify you either by posting the modified Terms on the Site or through other methods of communication which we deem reasonable. The modified Terms will be effective at the time they are either posted on the Site or through other methods of communication which we deem reasonable, whichever is earliest, unless we indicate otherwise. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have modified the Terms, you are agreeing to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Account registration and termination
To use all features of our Services, you must create a user account by providing all required data and information. It is your responsibility to ensure that your user information associated with your user account is kept up to date. Failure to do so may cause you to lose access to some or all of the Services. Insofar as the creation of an account allows access to all of our Services; Acctual reserves the right to extend the validity of your account to all of our Services, websites, or applications when you create an account on any of our Services, websites, or applications.
Confidentiality and use of the account
You are responsible for keeping your login credentials confidential and safe. For this reason, you should choose a password that meets the highest standards of strength. In no event shall Acctual be liable for the loss or theft of your login Information or its fraudulent use. You are solely responsible for using your account by others and for actions or statements made through it, whether fraudulent or not. You hold Acctual harmless from any such claim caused by your fault or negligence.
You are required to immediately and unambiguously inform Acctual at support@acctual.com if you think your personal information, including but not limited to account, access credentials, or personal data, has been violated, unduly disclosed, or stolen.
Availability of our services
You acknowledge and understand that Acctual reserves the right to interrupt, suspend or limit access without prior notice to all or part of its Services at its discretion.
Account suspension and deletion
Acctual reserves the right, at its sole discretion, to suspend or delete any user account and/or domain name and wallet that it deems inappropriate, suspect, offensive, or in violation of these Terms at any time and without prior notice. Such suspension or deletion shall not entitle you to any claims for compensation, damages, or reimbursement. The suspension or deletion of the account is without prejudice to any other damages that Acctual may seek in such a case.
In addition to the above, Acctual reserves the right to delete an account in case of inactivity for 24 (twenty-four) consecutive months. This period is calculated from the date you last accessed your account. You will be informed by email of the upcoming deactivation of your account during the months preceding the deactivation.
Our services
Your access or use of the Services is at your sole risk, and you are solely responsible for any losses, damages or costs resulting from using or accessing the Services. The Services do not constitute investment advice or any marketing, or promotion or offer of any product or investment to you or any third party. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.
THE COMPANY SHALL IN NO EVENT BE HELD LIABLE FOR ANY LOSS OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BY ACCESSING AND/OR USING OUR SERVICES, YOU AGREE THAT THE COMPANY SHALL NOT HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, TO YOU OR TO ANY THIRD PARTIES, FOR THE CORRECTNESS, QUALITY, ACCURACY, SECURITY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, PRICING OR CONTINUED AVAILABILITY OF THE SERVICES OR FOR DELAYS OR OMISSIONS OF THE SERVICES, OR FOR THE FAILURE OF ANY CONNECTION OR COMMUNICATION SERVICE TO PROVIDE OR MAINTAIN YOUR ACCESS TO THE SERVICES, OR FOR ANY INTERRUPTION IN OR DISRUPTION OF YOUR ACCESS OR ANY ERRONEOUS COMMUNICATIONS BETWEEN THE COMPANY AND YOU, REGARDLESS OF CAUSE.
Our fees
We may charge fee(s) for some or part of the Services we make available to you. All applicable transaction fee(s) will be disclosed on our Website or in any mobile or web-based application. We reserve the right to change those fee(s) at our discretion with notice. We also reserve the right to vary or waive the amount of and terms for fee(s) that apply to user(s) of the Services at our discretion in accordance with the terms of our agreement(s) with them. If any, the fees, which are indicated before the transactions, are deducted directly from your wallet whenever you use our Services. Acctual reserves the right to modify its prices at any time while guaranteeing the application of the fees in force on the day you use the Services. Acctual reserves the right to offer promotional offers on its Services from time to time. Any promotional offer will be subject to these Terms which will prevail in case of disagreement or inconsistency between the terms of the promotional offer and those of these Terms.
Stablecoin conversions
Stablecoin conversions on the Platform, such as USDC to the United States Dollar, shall be conducted at a one-to-one ratio with the applicable underlying fiat currency, as determined by the nominal value of the stablecoin, rather than the prevailing market price.
Termination
If you violate any provision of these Terms, then your authorization to access and/or use the Services and this Agreement automatically terminates. In addition, the Company may, at its sole discretion, terminate this Agreement or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate this Agreement at any time by contacting the Company.
The Company will attempt to provide you with reasonable notice prior to any termination or suspension of your access to the Services, unless such termination or suspension is due to your breach of these Terms or circumstances beyond the Company's reasonable control.
Upon termination of this Agreement: (i) your license rights will terminate and you must immediately cease all use of the Services; (ii) you will no longer be authorized to access and/or use the Services; (iii) you must pay the Company any unpaid amount that was due prior to termination; and (iv) all payment obligations accrued prior to termination and sections of this Agreement that by the nature should survive, will survive.
Intellectual property
All Intellectual Property Rights relating to the Website, the Content, the User Content, and the Services are the property of the Company. You acknowledge that all Intellectual Property Rights of the Company in the Website, any mobile or web-based applications, the Content, the User Content, and the Services shall remain the property of the Company.
You are not granted any right to use, and may not use, any of Intellectual Property Rights of the Company other than as set out in these Terms and subject to the following:
you may only view and use the Services, the Website, the Content or the User Content for your own personal use and may not copy, reproduce, republish, upload, repost, modify, transmit, distribute or otherwise use the use the Services, the Website, the Content or the User Content in any way for non-personal, public or commercial use without the prior written consent of the Company;
you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Website, the Content, the User Content, and the Services;
you may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the Content or the User Content;
except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission;
in the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made; and
you may not use any data mining, robots or similar data-gathering or extraction methods.
Proprietary rights
The Services are owned and operated by the Company. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services are protected by intellectual property and other laws. All materials included in the Services are the property of the Company or its third-party licensors.
User content
By submitting any User Content, you warrant that you are entitled to, and have all necessary Intellectual Property Rights of the User Content submitted. We reserve the right to disclose your identity to any third party who claims that any of your User Content constitutes a violation of their Intellectual Property Rights or of their right to privacy. You hereby transfer all rights, ownership and interests of your User Content and all related intellectual property rights to the Company. You have no right and hereby waive any request for acknowledgment or compensation based on any User Content, or any modifications based on any User Content.
External resources
Through our Services, you may have access to external resources or services provided by third parties (MetaMask, Dynamic, etc.). You acknowledge and accept that Acctual has no control over such resources and services and is, therefore, not responsible for their content and availability. Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law. Acctual has not conducted any security audit, bug bounty, or formal verification (whether internal or external) of the applications integrated or connected to our Services. Acctual has no control over, does not recommend, endorse, or otherwise take a position on the integrity, functioning of content, and your use of these applications, whose sole responsibility lies with the person from whom such services or content originated. When you access or use those applications, you accept that there are risks in doing so and that you alone assume any such risks when choosing to interact with those applications. Acctual is not liable for any errors or omissions or any damages or loss you might suffer through interacting with those external applications and resources.
API usage terms
Any use of our API service, including the API through a third-party product/service that accesses our Services, is bound by these Terms. You expressly understand and agree that Acctual bears no responsibility and shall not be held liable for any damages or losses resulting from the incorrect use of our API or your use of any third-party products/services that access data through our API. You always remain responsible for the integration and use of our API.
Maintenance and support
The purpose of corrective maintenance is to correct anomalies (being understood as a bug or a malfunction) that may be found in our Services. Acctual will not be responsible for anomalies related to crypto wallets, exchange accounts, custody solutions, API, or any other third-party product/service connected to our Services.
You shall notify Acctual of any anomaly you find via email at support@acctual.com; attempting to give a maximum of useful information so that Acctual may characterize the incident.
Acctual will perform maintenance on the Platform as needed. The nature and the frequency of these updates shall be left at Acctual’s discretion. You expressly agree that the updates shall be performed automatically and without prior notice.
Indemnification
You agree to indemnify and hold the Company, its subsidiaries, affiliates, agents, employees, agents, successors and assigns ("the Company Entities”) harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by any of the Company Entities arising out of User’s failure to fully and timely perform User’s obligations herein or under any third-party license or should any of User's representations and warranties fail to be true and correct. You also agree to pay the Company Entities promptly all damages, costs and expenses, including attorney’s fees, incurred in the enforcement of any of the provisions of this Terms and any other agreements between the Company and the User. In addition to any limitations of liability specified elsewhere in these Terms, the Company Entities shall not be held liable and are released from all claims and losses incurred in such regard if the claim or loss was caused or contributed to by:
The actions or omissions to act on the part of User;
Any act or omission by any person obtaining access to your account, whether or not you have authorized such access or not;
System malfunction, equipment failure (whether User's equipment or the Company’s equipment), system interruption or system unavailability;
Delays, failure or errors in implementing any instruction;
Inaccurate or incomplete instructions received by the Company from User, or
The Company Entities reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.
Disclaimer of warranties / limitation of liability
The Company Entities shall not be responsible for any loss or damage caused, directly or indirectly, by any events, actions or omissions beyond the control of the Company including, without limitation, loss or damage resulting, directly or indirectly, from any delays or inaccuracies in the transmission of orders and/or information due to breakdown or failure of transmission or communication facilities, or electrical power outage.
Except as prohibited by applicable law, under no circumstances shall the Company or any of its subsidiaries, affiliates or agents be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use of, or inability to use the Services including but not limited to lost profits, loss of business, trading loss, loss of data or use of data, any unauthorized access to, alteration, theft or destruction of User's computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services.
Service interruption
Neither the Company nor any of its subsidiaries, affiliates or agents warrants that the Services will be available without interruption or will be error free and such Platform and Services are being provided "AS IS" without any representation or warranty of any kind whatsoever except as otherwise set forth herein.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF THE COMPANY ENTITIES WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF THE COMPANY ENTITIES GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF THE COMPANY ENTITIES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF THE SERVICES OFFERED BY OR ON BEHALF OF THE COMPANY ENTITIES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO THE COMPANY ENTITIES UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. THE COMPANY ENTITIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY ENTITIES MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY, SUITABILITY AND PERFORMANCE OF THE SERVICES WILL MEET YOUR EXPECTATIONS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY ENTITIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. THE COMPANY ENTITIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE WEBSITE, ANY PART OF THE SERVICES, THE TRADING PLATFORM, MOBILE APPLICATIONS OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
No waiver
From time to time, the Company may fail to require or strictly enforce compliance with relation to any provision in these Terms. The Company may also fail to exercise any or all of its rights empowered herein. Any such failure shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or in any other instance. If applicable, an express waiver given by the Company of any condition, provision, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such condition, provision or requirement.
Risk of cryptocurrencies
By utilizing our Services, you represent that you understand the inherent risks associated with cryptographic systems; and warrants that you have an understanding of the usage and intricacies of native cryptographic tokens, like Ether (ETH) and USDC, DAI, etc., smart contract-based tokens such as those that follow the Ethereum Token Standard, protocols, and blockchain-based software systems. By using our Services, you acknowledge and agree (i) that Acctual or related entities are not responsible for the operation of the underlying cryptographic systems, software, and networks; (ii) that there exists no guarantee of the functionality, security, or availability of such cryptographic systems, software and networks; and (iii) that the underlying protocols are subject to sudden changes in operating rules (known as "Forks"), and that such Forks may materially affect the Services. Any use or interaction with cryptographic systems requires a comprehensive understanding of applied cryptography and computer science to appreciate inherent risks. You acknowledge that Acctual might discretionarily decide not to support (or cease supporting) forked networks or any network without prior notice. You also acknowledge and agree that Acctual assumes no responsibility whatsoever regarding any underlying software protocols, whether forked or not. Our Services rely partly on third-party and open-source software and blockchains and their continued development and support. There is no guarantee that those third parties will maintain their support of their software or that open-source software will continue to be maintained. This may have a material adverse effect on our Services.
You also acknowledge and understand that cryptography is a progressing field. Advances in code cracking or technical advances, such as the development of quantum computers, may present risks to cryptographic systems, software, and networks. It could result in the theft or loss of any user’s cryptographic tokens or property.
You also understand that blockchain technologies and associated currencies or tokens are highly volatile due to many factors, including but not limited to adoption, speculation, technology, and security risks. You accept that the cost of transacting on such technologies is variable and may increase at any time, causing an impact on any activities taking place on any blockchain. You are responsible for identifying and satisfying all such additional fees and charges.
You acknowledge these risks and represent that Acctual or any related entity or person cannot be held liable for such fluctuations or increased costs.
Acctual makes no guarantee as to the security of any blockchain or protocol. Acctual is not liable for hacks, double spending, stolen digital assets, or blockchain attacks.
The cryptographic systems, software, and networks, ecosystem including our Services, could be impacted by one or more local regulatory inquiries or regulatory actions, which could impede or limit the ability of Acctual to continue to maintain its activities, or which could impede or limit your ability to access or use our Services.
Before interacting with any protocol, you must always conduct your own due diligence and ensure you comply with all applicable legal and regulatory requirements, including with respect to virtual assets, taxes, securities, and other regulations in your jurisdiction.
Security and compliance
Acctual enables you to operate transactions directly on a supporting blockchain and to organize and track them. All transactions are conducted directly by you, and you are responsible for all information provided through our Services to effect such transactions. You are solely responsible for evaluating any code or protocol provided by Acctual. This warning and others later provided by Acctual in no way evidence or represent an ongoing duty to alert you of all potential risks of utilizing our Services.
The transaction details you submit via our Services may not be completed or substantially delayed due to activity or lack thereof on the blockchain used to process the transaction. Once transaction details have been submitted through your wallet, Acctual cannot assist you in canceling or modifying your transaction details. You are solely responsible for compliance with all local laws and regulations. Acctual makes no warranties that using its Services to facilitate transactions, involving digital assets, enables you to meet any such obligations.
Prohibited activities
In connection with your access and/or use of the Services, you shall 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 through your access and/or use of the Services;
engage in any money laundering, terrorism financing or fraudulent activity using the Services;
infringe upon our Intellectual Property Rights or any third party’s copyright, patent, trademark, or other intellectual property rights;
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;
transmit or upload any material to the Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
attempt to gain unauthorized access to or use of the computer systems connected to the Services;
use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the software structure of the Services;
probe, scan or test the vulnerabilities of our Services or any network connected to the properties;
provide false, inaccurate, incomplete or misleading information when requested by the Company in connection with your use of the Services;
reverse engineer or disassemble any aspect of the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
transfer any rights granted to you under these Terms; or
engage in any behavior which violates the Terms or is otherwise deemed unacceptable by us in our sole discretion.
Relationship of the parties
Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause you and the Company to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or the Company to be treated as the agent of the other.
User representations and warranties
By accessing and/or using the Services, you represent and warrant that:
you are at least 18 years old or of legal age to form a binding contract under applicable law, are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms;
if you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you have all necessary rights and authority to bind such legal entity, and (i) you are legally permitted to use the Services in your jurisdiction, and (ii) you are legally permitted to own cryptocurrencies in your jurisdiction;
you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that the Company is not liable for your compliance with such laws;
your use of the Services does not constitute a breach of the laws of your jurisdiction;
you understand the inherent risks associated with Virtual Assets;
you are knowledgeable, experienced, and sophisticated in using and evaluating blockchain and related technologies and assets. You have conducted your own thorough independent investigation and analysis of the Services, and the other matters contemplated by this Agreement, and have not relied upon any information, statement, omission, representation, or warranty, express or implied, written or oral, made by or on behalf of the Company in connection therewith, except as expressly set forth by the Company in this Agreement;
you have a working understanding of the usage of Virtual Assets, smart contract-based tokens, and blockchain-based software systems;
you have sufficient knowledge and experience and the capacity to take risks arising from transacting in Virtual Assets;
you will not carry out any activity that (i) involves proceeds from any illegal or unlawful activity (including money laundering or terrorism financing); or (ii) violates, or could violate, any applicable law;
you will not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services;
you will not transmit or input into the Platform any files that may damage computing devices or software;
you own and have full control of the Wallet you use in connection with the Services;
you are the legal owner (or an authorized agent of the legal owner) of the funds you use for transactions in connection with the Services, and that these funds are derived from a legitimate source;
you are not physically in any Prohibited Jurisdiction;
you are not a resident of any Prohibited Jurisdiction;
you are not a legal person or legal arrangement incorporated, registered or organized under the laws of any Prohibited Jurisdiction;
you are not by reason of your nationality, domicile, citizenship, residence or otherwise subject to the laws of a Prohibited Jurisdiction;
you are not, and have not been involved in, a transaction with a person who is, on any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. The Company maintains the right to restrict or deny conducting transactions in certain countries and/or to certain natural persons and/or juristic persons at its sole discretion;
you are permitted by the laws of your jurisdiction of residence to acquire, receive, transfer and hold Virtual Assets generally;
you have had the opportunity to seek legal, accounting and other professional advice regarding these Terms and the Services;
you are knowledgeable about, familiar with and understand distributed ledger technology, Virtual Assets and cryptographic tokens, and are fully aware of the risks associated with the same;
you are experienced in and fully capable of operating, maintaining and safekeeping a Virtual Asset wallet;
you acknowledge and understand that the Services are not registered with any regulatory body or securities commission, and that the Company is not registered or licensed with any regulator as an investment adviser, broker-dealer, money services business, money transmitter, or virtual currency business. As a result, you will not be afforded the full set of protections provided to the counterparties and customers of such entities;
you understand that nothing in this Agreement should be construed as tax, accounting or legal advice, and that you bear the sole responsibility to determine the tax implications of the transactions that you conduct in connection with the Services;
you bear responsibility to declare, bear and pay all such taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any applicable jurisdiction as a result of or in connection with the transactions arising from the Services;
all of the representations and warranties you are making in this Agreement are true, accurate and complete as of the date of acceptance of this Agreement and on any date that you use the Services. If any representations and warranties are not true and accurate prior to acceptance of this Agreement and any of the aforementioned dates, you shall give prompt written notice of this fact to the Company specifying which representations and warranties are not true and accurate and the reasons why they are not. You agree to notify the Company promptly if there is any change with respect to any of the representations and warranties in this Agreement;
you agree on behalf of yourself and your successors and assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver any other instruments, documents and statements and to take any other actions as the Company may determine to be necessary or appropriate to comply with applicable law and to effectuate and carry out the purposes of this Agreement. You further agree that the Company may terminate this Agreement, cancel your account and suspend or terminate your ability to use the Services in its sole discretion, if, among other things, you refuse to comply with this provision;
the Company Entities and their respective officers, directors, principals, members, employees, agents, and other affiliates will be relying on your information, representations, warranties and covenants in this Agreement for many purposes.
No representations and warranties of the company
The Company Entities do not make any representation or warranty with respect to the Services, including with respect to any private key storage service offered as part of the Services, whether cloud- or hardware-based. The Services will be provided on an "as is" and "as available" basis, without any warranties, whether express or implied, including but not limited to any warranty of merchantability, any warranty of fitness for a particular purpose, or any warranty regarding their value, technical specifications, performance or function. Further, the Company Entities hereby expressly disclaims responsibility for, and shall in no case be liable for any damage, loss, penalty, cost or expense, whether direct, indirect, incidental, consequential, special, punitive, exemplary or economic (and whether or not caused by negligence) which arises in tort, contract or otherwise, to the fullest extent allowed by applicable law, to any person or entity in connection with:
the User entering into this Agreement and using the Services in violation of any anti-money laundering, counter-terrorism financing or other regulatory requirements that are imposed in any jurisdiction;
the User entering into this Agreement and using the Services in violation of or contravention of any representation, warranty, obligation, covenant or other provision of this Agreement;
any unauthorized data interception, interruption, transmission blackout, or delays (due to data volume, server error or otherwise) during the delivery of the Service and placing any Orders;
a delay in transmitting the transactions through the Services;
any loss of Virtual Assets by the User due to a failure to (i) safeguard a digital wallet, including the loss, destruction, theft or accidental disclosure of a private key, or (ii) not utilizing proper type or kind of digital wallet as described herein.
Partners policy
Acctual works with partners to provide you with some services and products. Below, and for your convenience only, is a list of links referring to some of our partners terms of service for such services and products: Dynamic | Bridge | Safe
Privacy policy
To learn more about our use of personal data, you can refer to our Privacy Policy.
Contacts & notice
Communications relating to the use of our Services must be sent to support@acctual.com.
Governing law and jurisdiction
These Terms and any terms announced on the Website are governed and shall be governed by and construed in accordance with Delaware law without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
You agree to submit any Dispute (as defined below) to arbitration in accordance with the terms of the section titled “Arbitration”. To the extent that the agreement to arbitrate is ineffective or void, you agree to submit to the non-exclusive jurisdiction of the courts of the State of Delaware.
Arbitration
Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to these Terms, and any terms announced on the Website (including with respect of their validity, existence, or termination), any Services, action or transaction under or contemplated by these Terms, (any "Dispute") that is not settled by you and the Company within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration. Further, the parties hereby agree that:
to attempt informal resolution prior to any demand for arbitration for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon receipt of written notice from you. If we cannot resolve the dispute on an informal basis, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis;
the number of arbitrators will be one;
that the place of arbitration shall be New York, New York, unless the parties agree otherwise;
that the language to be used in the arbitral proceedings shall be English;
that the courts in Delaware shall have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;
that the arbitrator has the authority to grant any remedy that would otherwise be available in court;
that the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses; and
user hereby expressly waives court proceedings and agrees all disputes will be heard and adjudicated by binding arbitration.
Waiver of class action and class wide arbitration
You and the Company agree that any claims relating to these Terms or to your relationship with the Company as a User of the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and the Company further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. You agree not to join with any other individual or entity or group of individuals or entities for the purpose of seeking to resolve the respective Disputes on a consolidated or representative basis, and expressly waive the right to join such party or group, or class.
Headings
The headings and captions used in this Agreement are used only for convenience and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to Sections and Exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.
Notices
Unless otherwise provided herein, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given (a) at the time of personal delivery, if delivery is in person; (b) one (1) business day if delivered via electronic mail; or (c) seven (7) business days after deposit with an express overnight courier for international express overnight air courier for deliveries with proof of delivery from the courier requested.
Amendment; Waiver
This Agreement may be amended, and provisions may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and you.
Severability
If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement to the extent they are unenforceable, and the remainder of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
Entire agreement
This Agreement, the documents referred to herein and all attachments hereto and thereto, together with all the exhibits and schedules hereto and thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.
Assignment and force majeure
You may not assign any rights and obligations arising from this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates, or subsidiaries, or to any successor in interest of any business contemplated in these Terms. 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.
We shall have no liability for any failure or delay in performance of our obligations under this Agreement resulting from any circumstances outside our reasonable control, including without limitation: (a) natural disasters or acts of God; (b) governmental actions or regulations; (c) war, terrorism, or civil unrest; (d) cybersecurity incidents, network outages, or system failures; (e) strikes or labor disputes; (f) supply chain disruptions; (g) epidemics or pandemics; (h) technological failures or data processing issues; or (i) where we are bound by other legal obligations.
Upon termination of this Agreement for any reason, the following provisions will survive: confidentiality obligations, intellectual property rights, indemnification obligations, payment obligations for services rendered prior to termination, and any other rights and obligations that by their nature are intended to survive termination.
This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and our affiliates, each of which shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.
USER ACKNOWLEDGES HAVING RECEIVED, READ AND UNDERSTOOD THE FOREGOING TERMS AND HEREBY AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREOF.
