Terms OF sERVICES
Last updated: Dec 6, 2023
IMPORTANT: These Terms of Service Agreement contain an Arbitration provision in section 16, which, if applicable to you, will, with limited exception, require you to submit disputes you have against Luxolo, LLC to binding and final arbitration. THIS INCLUDES WAIVING YOUR RIGHT TO A JURY TRIAL. You will only be permitted to pursue claims against Luxolo, LLC on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
Welcome to Luxolo!
This is a User Terms of Service Agreement between you (also referred to as “User,” or “Client”) and Luxolo, LLC (also referred to as "Luxolo," “Luxolo Financial,” “we,” “us,” and “our”). This User Terms of Service Agreement ("Agreement" ) governs your use of the services provided by Luxolo, as well as our Custodian(s) and Third Party Service Provider(s). Described below are services that may be offered by Luxolo from time to time ("Luxolo’s services" or "Services") and any other services made available to you by us, including any software interface that enables you to purchase digital assets for yourself. By signing up to use an account or service via Luxolo software application, you agree that you have read, understand, and accept all of the terms and conditions contained in this agreement.
Luxolo may change, amend, or revise the Terms of Service Agreement from time to time and at any time, at our sole discretion. When we make changes, we will make the updated Terms of Service Agreement available on the site and update the “Last Updated” date at the beginning of the agreement accordingly. Please check the Terms of Service Agreement periodically for changes. Any changes to this agreement will take effect on the date they are posted. By you continuing access to or uses of our Services following the posting of updated agreement, or your receipt of a notification of change in Terms of Service Agreement without subsequently opting-out, will constitute your binding acceptance of the updated Terms of Service Agreement. If you do not agree to any revised Terms of Service Agreement , then you should not continue to access or use our services.
Please read the Terms of Service Agreement and the Privacy Policy carefully as they govern your use of the Services. The Terms of Service Agreement contain important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. The Services are only available to you—and you should only access the Services—if you agree completely with the Terms of Service.
BY USING OUR SERVICES OR BY CLICKING “I ACCEPT” OR CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND ALL TERMS AND AGREEMENTS INCORPORATED HEREIN.
Luxolo’s Overview of Services
Luxolo is a digital asset services firm that helps you confidently navigate and engage in the rapidly evolving digital assets marketplace. We are here to help you acquire, secure, manage, and invest your new digital assets with our convenient online platform (the “App”). At Luxolo we offer you unmatched concierge service, where we believe in Own your Keys, Own your Coins as we advocate self-custody of your digital assets through our innovative Vault Wallet feature in your account. Our aim is to provide you with an evolving, curated array of powerful tools and resources to secure, manage and use your digital assets.
Importantly, Luxolo leverages the use of qualified third parties for certain critical functions within your account. These include but are not limited to Custodians of your USD currency and digital assets; third party exchange counterparties for your currency exchange transactions; a provider of vault wallets and certain other services. Please read sections 7 and 8 below for further details regarding these critical providers.
Luxolo does not provide investment, tax, or legal advice, and 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. Luxolo may provide educational information about digital assets , in order to assist clients in learning more about the digital assets. Information may include, but is not limited to, social media posts, articles, news feeds, and videos. Luxolo will not be held responsible for the decisions you make when buying, selling, or holding your digital assets.
Luxolo does not broker trades on your behalf. All Luxolo trades are executed automatically by our Third Party Service Providers, based on the parameters of your order instructions.
Important Definitions
As used throughout this Agreement, the following terms have the following meanings:
“App” is our proprietary, internet based software application which is required to access Luxolo Services. The App is available via desktop or laptop computer through a standard web browser (at https://luxolo.io), or via smartphone app (App Store or Google Play store).
“Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
"Supported Digital Asset" means only those particular Digital Assets listed as available to trade or custody in your Wallets and Vault Wallets (as defined below). Services and supported assets may vary by jurisdiction.
“USD Wallet” means a wallet in your account used to store your US dollar currency. You may use this wallet to deposit and withdraw USD from your own external bank account(s), as well as buy digital assets with funds from this account. This wallet is segregated from all other customer funds and hosted by Luxolo’s Custodian partner, subject to their own Terms and Conditions to which you must read and agree prior to using Luxolo’s Services.
“Wallet” unless otherwise described is a digital asset hot wallet, specifically assigned to you, that is hosted and held by one of Luxolo’s Custodian(s), displayed at all times in your Luxolo account, and controlled by you. Luxolo’s Custodians and Third Party Service Providers reserve the right to monitor, make inquiries about, or suspend digital assets in your wallets per their own Terms and Conditions.
“Vault Wallet” is a physical, cold storage digital asset wallet that is to be held only in your possession. Once your account is both activated and eligible, this physical vault wallet is delivered to you via commercial parcel service to the mailing address you provided. This wallet and its balances are displayed in your Luxolo account, and for high security purposes, any withdrawal of digital assets from this wallet requires having physical possession of your Vault Wallet. Neither Luxolo nor its Custodians and Third Party Service Providers can access your digital assets in the Vault Wallet. See section 3 for more information.
“Custodian” is a qualified custodian or trust company who segregates and holds your account assets in your name as further described in section 7 below. Importantly, Luxolo is neither a custodian, nor custodies any of your account assets at any time.
“Third Party Service Provider” is a qualified third party service provider who executes certain functions for Luxolo’s services. Luxolo’s services exclusively use a third party service provider for wallets . Luxolo also uses a third party provider for our physical Vault Wallets.
“Exchange Counterparty” is the counterparty to each of your exchange transactions involving digital assets. Luxolo is not a counterparty to any digital asset or currency exchanges, and as such does not buy or sell digital assets from you. You are buying and selling digital assets from the Exchange Counterparty who is currently also the Custodian.
Acknowledgement of Risk
As with any asset, the value of a digital asset can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in any asset. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether buying, selling or holding any digital asset is suitable for you. You acknowledge that digital assets are not subject to protections or are insured by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
Terms and Conditions
1.Account Setup
1.1
Requirements. To be eligible to use Luxolo's services, you must meet the following requirements: You must be at least 18 years old, reside in the United States in a state that is supported by our Services, possess a valid government issued identification and successfully complete and pass the identity verification process.
1.2
Registration with Luxolo. You must register for an account to use Luxolo's services to buy, sell, receive or send digital assets via our mobile app or online platform. You will need to complete the identity verification process before you are permitted to use any of Luxolo’ services. The account information that may be needed but not limited to are: your name, email address, mobile phone number, street address, zip code, date of birth, social security number, and a government-issued identification document. Each customer may only register for one account; even if you have multiple email addresses, you are only permitted to have one personal account. By registering or using an account you agree to provide accurate, current and complete information about yourself. That you have created your account and you will use your account only for yourself, and not on behalf of any third party. You must not impersonate any other person or entity to access an account. You must not create any accounts by automated means or under false or fraudulent pretense.
1.3
Registration with Custodian. In order to access our services, you must create an account with the Custodian, Fortress Blockchain Technology Inc. In doing so, you must agree to the Custodian’s terms for use of their platform to custody your assets. The Custodian may appoint sub-custodians to custody your assets. We strongly recommend you review the terms between you and the Custodian, as the Custodian may have the right to close your account under certain circumstances at their own discretion.
1.4
Information Privacy. Luxolo will share your account information and desired transaction information with Third Party Service Providers, including but not limited to Custodians and Third Party Service Providers, who fulfill transaction requests in accordance with our Privacy Policy.
1.5
Personal Authorization. You hereby authorize us, directly or through third parties, to make any inquiries we consider necessary to validate information about you and your account. This may include asking you for further information and/or documentation about your account usage or identity, requiring you to take steps to confirm ownership of your email address, mobile phone number or financial instruments, or verifying your information against third party databases or through other sources.
1.6
Corporate Authorization. If you are registering for an account on behalf of an entity you represent and warrant that you have authority to accept these terms on behalf of and bind such entity and provide information on behalf of such entity.
1.7
Acceptable Use. You agree that you will use Luxolo’s services only in a manner that complies with all applicable laws, and that you are solely responsible for any improper or unlawful activity in connection with the registration of or use of your account, including any misrepresentations made in connection with the creation of your account.
1.8
Privileges. You are fully responsible for all activity that occurs within your account. Luxolo may, in our sole discretion, reject your ability to open an account, suspend or terminate any existing account you have for any reason. You will continue to have all the rights to withdraw your digital assets that you are holding with the Custodian, subject to the Custodian’s terms and conditions, and within your personal Vault Wallet. 1.9
Login Credentials and 2FA. When creating an account you will be required to select a username and password, as well as two-factor authorization (2FA) functionality on your account (found in the top menu) in order to prevent unauthorized access of your account. Luxolo strongly recommends using either Google Authenticator or Authy.
1.10
Email Address. Luxolo will use the email address you provide as the primary method for communication about your account and to provide you with any necessary technical support. You will be able to opt in to change your preferred method of communication to a mobile phone number. Standard text messaging rates may apply by your mobile carrier. You must keep your email address and other contact information current in your account profile.
1.11
User Consent. When creating a new account you consent to Luxolo accessing, processing and retaining any personal information you provide to us for the purpose of us providing Luxolo’s services to you. This consent is not related to, and does not affect, any rights or obligations Luxolo or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with laws or regulations. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. This is an identity check only and should have no adverse effect on your credit rating. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
1.12
Security. You are responsible for the security of your account. If you become aware that your account has become compromised in any way you agree to notify Luxolo immediately at support@luxolo.io , or otherwise through any means made available through our site, including but not limited to email, online chat, telephone or a web support ticket. By creating an account you agree to take sole responsibility for any activities or actions whether or not you authorized them.
1.13
Luxolo’s services can be accessed directly using the Luxolo site (https://luxolo.io) and/or your Luxolo mobile app (found on the App Store or Google Play). Although we strive to provide you with excellent service, we do not represent that the Luxolo site or other Luxolo’s services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Luxolo shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from Luxolo customer support. For example, if you are locked out of your account, it is possible that the value or price of your assets in your account might go down before your access is restored. Luxolo shall not be liable for any alleged losses that you suffer from a drop in such asset values or prices.
2.Buying, Selling, Holding and Transferring Digital Assets
2.1
Accounts are Self Directed. By accessing your account you will be able to view all of your wallets, buy, sell, send, receive, and withdraw. Luxolo will not be able to perform any of these transactions on your behalf. When a transaction of any kind occurs in your account, Luxolo will assume that you authorized any such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact our support team immediately. It is important that you regularly check your account and related transaction history and ensure you notify us as soon as possible of any unauthorized or incorrect transactions. Reporting an unauthorized transaction does not guarantee we will be able to reverse the transaction or reimburse you for the transaction.
2.2
Funding your Account. For each purchase of a digital asset you will be required to perform the following functions in our mobile app or online platform: select the type of digital asset you would like to buy, select the dollar amount of the digital asset, and select the payment method you would like to use to make the buy. Valid forms of payment methods, which are subject to change from time to time without prior notice, currently include: clear funds in your USD Wallet; ACH from a valid bank account in the name that matches the name on your account; a wire transfer that exactly matches the name on your account. Luxolo reserves the right to cancel any transaction not confirmed by you within sixty (60) seconds after you are quoted a transaction price. Transaction prices may change from the time they are quoted to the time your funds are cleared on your account.
2.3
ACH Requirements. If choosing to buy your digital asset through one or more ACH transactions, you expressly authorize the initiation of ACH transactions from your external bank account for the purposes specified in these terms. Further, you agree to provide accurate and complete information about your bank account, including verification of your ownership of such bank account, and to maintain sufficient funds in your bank account to cover any authorized transactions. The name on your linked bank account must match the name verified on your account. Luxolo reserves the absolute right to reject any transaction for any reason, including but not limited to suspicion of fraud, insufficient funds, or regulatory concerns.
2.4
ACH Fees from your Bank. You agree to pay any fees or charges associated with the ACH transactions charged by your bank or by the ACH operator. Luxolo does not charge any ACH fees.
2.5
Reversals and NSF Charges. By choosing to purchase digital assets through one or more ACH transactions, you expressly acknowledge and agree that if an ACH reversal occurs, you may be liable for any associated fees or charges. If the ACH reversal causes a negative balance in your account, Luxolo shall have the right to direct the reversal of trades in your account such that you lose all or a portion of the digital asset purchased with the reversed funds. You are responsible for maintaining an adequate balance in order to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your bank or payment provider. Luxolo reserve the right to refund any U.S. dollar amounts in your account, to refuse to process, or to cancel, correct, clawback, or reverse, any transaction in our sole discretion, even after funds have been debited from your account(s), for reasons including but not limited to, in response to a subpoena, court order, or other government order; or if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime; be erroneous; or reflective of a violation of any one or more of the provisions set forth below under “Conduct”. In such instances, Luxolo will reverse the transaction and we are under no obligation to reinstate a purchase or sale order at the same price or on the same terms as the canceled transaction.
2.6
Wire Transfers. For wire transfers as a method of transaction funding, you must load the funds to your USD Wallet first. Once funds are clear you will then be able to purchase your digital asset. Each wire transaction is subject to a 5 day holding period. If your transaction cannot be completed for any reason (such as price movement, market latency, inability to find a counterparty for your transaction, or order size), your transaction will be rejected and you will be notified of such rejection. You will not be charged for a rejected transaction.
2.7
Add funds to your USD Wallet. You can add funds to our USD Wallet from a valid bank account via ACH transfer or wire transfer. A debit of your linked bank account may occur as soon as you initiate a transaction through your account. For the period immediately following the time when an ACH transaction is initiated, the corresponding U.S. dollar balance reflected in your account is in a pending state and will not be formally credited to your account until after the bank transfer has cleared, typically within two (2) and five (5) business days. Any digital asset you buy will be credited to your wallet upon cleared funds. Wire transactions are subject to a 5 day holding period. We may debit your linked bank account as soon as you initiate payment. If choosing to buy your digital asset through one or more ACH transactions, you expressly authorize the initiation of ACH transactions from your external bank account for the purposes specified in these terms. Further, you agree to provide accurate and complete information about your bank account, including verification of your ownership of such bank account, and to maintain sufficient funds in your bank account to cover any authorized transactions. The name on your linked bank account and your wire transfer or ACH transaction must match the name verified on your account. Luxolo reserves the absolute right to reject any transaction for any reason, including but not limited to suspicion of fraud, insufficient funds, or regulatory concerns. You can add funds to your USD Wallet from a valid bank account via ACH transfer or wire transfer. A debit of your linked bank account may occur as soon as you initiate a transaction through your account. For the period immediately following the time when an ACH transaction is initiated, the corresponding U.S. dollar balance reflected in your account is in a pending state and will not be formally credited to your account until after the bank transfer has cleared, typically within two (2) and five (5) business days. Any digital asset you buy will be credited to your wallet upon cleared funds.
2.8
Clearing Time. While your ACH or wire transaction is pending, your USD Wallet will not be credited until after the funds have cleared. Clearing times will vary based on payment method. With your instructions submitted through the Luxolo app, or site, Luxolo will deliver the information you provided in section 2.2 to the Custodian, who will act as the Exchange Counterparty. The Exchange Counterparty will sell to you the digital asset in the amount you requested (minus the fee) using the payment information you provided. Either the Exchange Counterparty or Custodian will transfer the purchased digital asset to the digital wallet created to custody the purchased digital asset for you; and the Custodian will transfer the fee to Luxolo. Your digital asset will be transferred from the Exchange Counterparty to your account with the Custodian following a clearing time of your USD funds. Holding period is typically less than 5 calendar days (with such period potentially being significantly shorter depending on the method of payment and our risk assessment of your transaction, or potentially up to 60 calendar days when fraud or other account security issues are suspected) transfer the digital asset to any other digital wallet identified by you. You are not buying or selling any digital asset from Luxolo; you are buying them from Exchange Counterparties, who serve as the counterparty to each of your exchange transactions.
2.9
Recurring ACH Buys. Recurring Buys allow you to make future purchases of digital assets , based on a predetermined recurring schedule (daily, weekly/bi-weekly, monthly/bi-monthly), in a U.S. dollar amount. If you have authorized one or more ACH transactions in connection with recurring buys, such authorization will remain in full force and effect until such time as you modify or cancel the order of recurring buys in settings located in your account. For recurring buys, such buys will occur in periodic installments and in accordance with your chosen settings, until such settings are canceled. Though your transaction times may vary, a recurring buy will typically be executed within the 24-hour day on the buy date, absent any extraordinary circumstances. Any cancellations or modifications of recurring buys performed directly on your account settings may take up to two business days to take effect. Luxolo will not be liable for any fees or charges associated with your cancellation or modification of such recurring ACH transactions in connection with recurring buys.
2.10
Displayed Market Prices. Although we provide information that indicates a price for the digital asset being purchased, we do not sell the digital asset or broker the sale of the digital asset. The entire purchase of any digital asset is done between you and the Exchange Counterparty, which may result in a different price for the digital asset being purchased than the implied price displayed when using our service.
2.11
Fees. Luxolo charges a percentage (the “fee” (as displayed on the confirmation screen at the time of your buy or sell) of the purchase price of the digital asset (the “fee”) for offering the Services and for purposes of compensating the Custodian. An on-chain withdrawal fee may be applied by the Custodian in connection with your request to transfer digital assets from your account to any other digital wallet identified by you. By using Luxolo’s services you agree to pay all fees. Luxolo reserves the right to adjust its pricing and fees and any applicable waivers at any time. We will notify you of the final price of each transaction, inclusive of pricing and fees, when you authorize the transaction and in each receipt we issue to you.
2.12
Bank Holidays. If you select a U.S. bank account as your payment method for a recurring buy, and any such associated buy falls on a weekend or holiday, or after bank business hours, the ACH credit or debit will be executed on the next business day. If your bank is unable to process any electronic ACH debit entry, we will notify you of cancellation of the buy and may use the remedies set forth in this Terms of Service Agreement to recover any amount owed to Luxolo. You agree to notify Luxolo of any changes in your linked bank account information prior to a recurring buy. Luxolo may, at any time, suspend or delay recurring buys without notice or terminate recurring buys by providing notice to you.
2.13
Canceling Transactions. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize us, in our sole discretion, either to cancel the transaction or to debit your other payment methods, including your USD wallet balance or other linked accounts, in any amount necessary to complete the transaction.
2.14
Other Account Features. By accessing your account you will be able to see your transaction history, your preferred payment method, find wire instructions, and manage your saved whitelisted wallet addresses.
3. Vault Wallet
Luxolo offers a convenient option that allows you to custody your own assets, called the Vault Wallet. It offers durable, secure, long term storage of supported digital assets. Advantages to storing larger digital asset balances in the Vault Wallet include its robust security architecture, which keeps digital assets on-chain but private keys offline and physically in your possession at all times. Once your account becomes eligible*, you may contact Luxolo (support@luxolo.io) to request that we send you a new, empty physical Vault Wallet to the account address we have on file for you. Upon receipt you may follow the instructions to link the vault wallet to your account and begin transferring supported digital assets from your digital wallets to and from this Vault Wallet. You must carefully and securely store this physical Vault Wallet as loss, misplacement or theft of this wallet will result in loss of access to your digital assets that are stored on it. Luxolo will have no ability to restore funds that you have stored in a lost, misplaced, or stolen Vault Wallet. For more information about accessing digital assets stored on your Vault Wallet following termination of your Luxolo account, please see section 13.4.
*Eligibility includes an active account in good standing, plus a certain held account balance, set at Luxolo’s discretion and which may vary from time to time.
4. Digital Assets are Not Insured
You understand and acknowledge that any digital assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or any other agency or organization. Luxolo or partnering Custodians have no responsibility or liability to you or anyone else for any loss in the value of the digital assets that is held within your wallets.
5. Taxes
Your purchases and sales of digital assets may be subject to certain tax obligations. It is your sole responsibility for complying with all applicable laws and determining whether, and to what extent, any taxes apply related to use of the services, including, without limitation, any reporting obligations and payment of all applicable taxes. In addition, you are responsible for determining, remitting, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your use of the services. Your transaction history is available through your account menu.
6. Referrals and Promotion Codes
Referral programs and promo codes may be offered from time to time that may or may not require you to submit material or information concerning yourself. Any referral programs or promotions may be governed by separate rules that may contain certain eligibility requirements. You will be responsible for reading all rules relating to the referral program and promotions to determine whether or not you are eligible to participate. If you enter or participate in any of our referral programs or promotional offers, then you agree to abide by and to comply with all rules stated. The referral program and promotion offers will be optional so you should not enter or participate in such programs if you do not agree to abide by and to comply with all such rules.
7. Our Custodians
7.1
Luxolo neither provides any custodial services nor is a Custodian. Instead, Luxolo has contracted with one or more qualified custodian(s) or qualified trust company(ies) to provide custodial services for both your US dollar currency as well as your digital asset(s) held in your account, except for your Vault wallet(s) which are under your custody. The Custodian associated with your account is a regulated entity responsible for carefully segregating and securely holding your account assets under your name. Even in the event Luxolo ceases operations, your account assets will continue to remain in your name in accordance with the Custodian’s terms and conditions.
7.2
Luxolo is not authorized to direct the purchase, sale, or transfer of any digital asset or USD on behalf of the User. For the avoidance of doubt, Luxolo shall not be named an agent with respect to your custodial account with a Custodian. You at all times retain legal ownership of any assets held in your account with a Custodian.
7.3
Not Responsible for Transactions with a Custodian. Luxolo provides an online platform for Users to send trade instructions to the Custodian and to access account-related information and communications with the Custodian. As such, Luxolo will not be responsible or liable for any claims, losses, liabilities, damages, costs or expenses that arise from the User's use of the Custodian's services including any delayed or failed transactions, withdrawals, or errors regarding a User’s account. Any delays or failed transactions, withdrawals, errors or issues with the Custodian’s services will be dealt with between the User and the Custodian in accordance with the Custodian’s terms and conditions.
8. Our Third-Party Service Providers
8.1
Luxolo’s services operate through Third Party Service Providers who will require you to agree to separate agreements with them. You agree to comply with all applicable Third Party Service Provider terms of agreement when using our services. Luxolo is not a party to those agreements, and we have no responsibility for the products and services provided by the Third Party Service Providers. Nothing in the Terms of Service Agreement creates a contractual relationship between you and our Third Party Service Providers. You acknowledge and agree that Luxolo is solely responsible for the Luxolo services and for providing maintenance and support services under this Agreement. Luxolo is not a money exchanger nor does it provide exchange counterparty services for your account.
8.2
Luxolo’s Third Party Service Providers are responsible for addressing any claims relating to the services they provide to you, including, but not limited to (1) product liability claims; (2) any claim that the services fail to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection, privacy, or similar legislation; and (d) intellectual property claims.
8.3
Not Responsible for Transactions with Third Party Service Providers. Luxolo is not responsible or liable for any claims, losses, liabilities, damages, costs or expenses that may arise as a result of your relationship with a Third-Party Service Provider. Any delayed or failed transactions, withdrawals, errors, damaged goods or issues with the Third-Party Service Provider will be dealt with between the User and the Third-Party Service Provider in accordance with the Third-Party Service Provider’s terms and conditions.
9. Our Intellectual Property Rights
9.1
The services contain important and proprietary property owned by Luxolo. We retain all rights, title and interest in all such intellectual property including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, visual interfaces, graphics, designs, systems, services, “look and feel,” organization, compositions, formulae, techniques, information and data (collectively, the “Company IP”). The Company IP is protected by copyright, trademark laws, or other relevant intellectual property and proprietary rights and applicable laws. You may not use any of the Company IP for any reason without the Company’s prior written consent.
9.2
Luxolo reserves all rights in and to the Company IP not expressly granted to you in the Terms of Service Agreement. Nothing in these Terms of Service shall be construed as a conveyance of any ownership right or title in or to our property.
9.3
Luxolo hereby grants you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access the material on our platform for non-commercial use only, subject to and conditioned on your continued compliance with the Terms of Service. You will not modify, alter, convert, adapt, clone, replicate, duplicate, copy, translate, reverse engineer or otherwise manipulate any portion of our Services or the Company IP. All rights not expressly granted in the Terms of Service are reserved.
9.4
As a client you may choose to submit feedback, ideas, comments, or bug reports about our services. By submitting any feedback you agree that we are free to use the feedback at our sole discretion and without any compensation to you.
10. Your Use of Service Restrictions and Conduct
10.1
You may only use Luxolo's services for its intended purpose, and not for any other purpose. Any non-permitted use of the service determined in our sole discretion, shall be grounds for immediate termination of your use of and access to the service.
10.2
You may not engage in prohibited conduct. You will not or will not allow any third party to use our services to engage in or aid or abet in , the violation of any law, statute, ordinance, or regulation. These include without limitation, violation of any sanction programs administered in any jurisdiction in which we operate.
10.3
You may not provide false, inaccurate or misleading information about yourself. Each client is only allowed to create and control one personal account.
10.4
You may not or may not allow a third party to use our Service or the service of our partners in a manner that results in or may result in complaints; disputes, claims, reversals, chargebacks, fees, fines, penalties or losses to us or any of our partners.
10.5
You may not or may not allow a third party to distribute or facilitate the distribution of viruses, worms, defects, trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature or otherwise interfere with, circumvent, disable or attempt to interfere with our site, our services, security features or any equipment connected to or site or our services. Reformat or frame any portion of the site.
10.6
You may not or may not allow a third party to take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers or service providers.
10.7
You may not or may not allow a third party to interfere with other users’ enjoyment of our services. Transmit any unsolicited commercial messages (i.e., spam), junk mail, pyramid schemes, chain letters or similar materials or information.
10.8
You may not or may not allow a third party to use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of our site or content on other of our Services, or to collect information about our users for any unauthorized purpose.
10.9
You may not or may not allow a third party to exploit our Services for any unauthorized commercial purpose. 10.10
You may not or may not allow a third party to access or use our services for the purpose of creating a product or service that is competitive with any of our products or services. If you engage in any of the activities prohibited by Section 10, then Luxolo may, at our sole and absolute discretion, without notice to you and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your account and/or prevent you from accessing our services. If Luxolo prevents you from accessing our services, then you are responsible for all losses that result from that suspension or termination. You are further prohibited from using the services in any manner that is not expressly and unambiguously authorized by the Terms of Service Agreement.
11. Your Representations and Warranties
11.1
By using Luxolo’s Services, you represent and warrant you have all requisite power and authority to execute and deliver the Terms of Service Agreement, to purchase and use our Services, and to carry out and perform any obligations under the Terms of Service Agreement. As an individual, you are at least eighteen (18) years old and of sufficient legal age and capacity to use the services. If the account is for an entity, then you are duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
11.2
By using our Services, you represent and warrant you have no conflict in the execution, delivery and performance of the Terms of Service Agreement that will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (1) any provision of your governing documents, if applicable; (2) any provision of any judgment, decree or order to which you are a party, by which it is bound, or to which any of its material assets are subject; (3) any material agreement, obligation, duty or commitment to which you are a party or by which it is bound; or (4) any laws, regulations or rules applicable to you.
11.3
By using our Services, you represent and warrant you have no consents or approvals in the execution and delivery of, and performance under, the Terms of Service Agreement that require approval or other action from any governmental authority or person other than you.
Regulatory Compliance
12.1
Routine Reporting. Luxolo and its Custodians and Third Party Service Providers must comply with certain federal and state laws and regulations related to money services, banking and digital assets. This means information about your account, including your name, address, contact information, transaction and banking records will be used for routine reporting to applicable regulatory authorities. This process is compulsory for Luxolo, our Custodians and Third Party Service Providers and by accepting this Terms of Service Agreement, you acknowledge and agree this information will be used for this purpose. In no event will this information be used for any purpose beyond this or the scope explicitly defined in our Privacy Policy.
12.2
Sanctions. Luxolo and its Custodians and Third Party Service Providers must comply with economic sanctions and trade restrictions, including those implemented by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury. This means that Luxolo or anyone using our Services cannot take part in transactions that involve designated people or places, as determined by agencies like OFAC. Nobody using our services, regardless of their location, may engage in transactions involving (1) certain geographic areas that are updated from time to time, such as Russia, Ukraine, Crimea, Cuba, Iran, North Korea, and Syria, or any individual or entity operating or residing in those places; (2) individuals or entities identified on sanctions lists such as OFAC’s Specially Designated Nationals (SDN) List or Foreign Sanctions Evaders (FSE) List, including, without limitation, any digital currency addresses attributable to any individuals or entities; and (3) nationals of Cuba, regardless of location, unless citizenship or permanent residency outside of Cuba has been established. To ensure compliance with sanctions programs, you are prohibited from using your account while in certain geographic locations. If Luxolo have reason to believe you are operating your account from a sanctioned location, such as any of the places listed above, or are otherwise in violation of any economic sanction or trade restriction, then we may suspend or terminate your use of our Services, including to cancel any purchases or withdrawals of bitcoin that are in progress at the time. You generally are not permitted to make available for sale products or services that originate from sanctioned areas. This includes items that pre-date sanctions, since we have no way to verify when they were actually removed from the restricted location. In addition to complying with OFAC and applicable local laws, other countries may have their own trade restrictions and certain items may not be allowed for export or import under international laws. You should consult the laws of any jurisdiction when a transaction involves international parties. Third-party payment processors and the Custodians may independently monitor transactions for sanctions compliance and may block transactions as part of their own compliance programs. We have no authority or control over the independent decision-making of these providers. The economic sanctions and trade restrictions that apply to your use of our Services are subject to change, so you should check sanctions resources regularly. For legal advice, please consult a qualified professional.
13. Account Termination
13.1
Termination at Your Request. You may terminate this Terms of Service Agreement at any time by canceling your account with us and discontinuing your access to any uses of our Services by contacting Luxolo at support@luxolo.io. We may request certain information and/or documentation to verify your request to deactivate your user account.
13.2
Termination by Luxolo and/or its Custodian(s). Luxolo reserves the right in our sole direction and for any or no reason to take action to terminate or suspend your Terms of Service Agreement with your account and all of the services. Additionally, Custodian(s) may terminate your account according to your agreement with the Custodian(s). Circumstances in which we may terminate or suspend your access to our services include, but are not limited to, if we deem that such action is necessary based on; (1) your use of the account in away that is unlawful or would potentially expose us or our partners to liability; (2) disruption of the services by you to others; (3) your violation of these Terms of Service or our Privacy Policy; (4) your violation of any applicable laws, rules, regulations, and agreements that may apply to you; and (5) your use of the service in a way that could cause harm to any person or entity.
13.3
No Further Access to App. Upon any termination or expiration of the Terms of Service Agreement, whether by you or us you may no longer have access to information that you have posted in connection with our Services or that related to your account. You acknowledge that Luxolo will have no obligation to forward any such information to you. Accordingly, prior to terminating your account, you may consider downloading and storing your Account Data, especially your transaction history. You will continue to have all rights related to the digital asset in custody with a Custodian or in your Luxolo wallet upon termination of the Terms of Service Agreement, although at that time you may only be able to access these assets by filing a customer service request to Luxolo.
13.4
Vault Wallet. If you have received a Vault Wallet from Luxolo, it belongs to you and you may keep it indefinitely, including following your Luxolo account termination. If there are digital assets on your Vault Wallet following your Luxolo account termination, you may access them using an alternate method. Use the application provided by the wallet manufacturer, Ballet Global, Inc (https://www.ballet.com), and follow their instructions for viewing, accessing and optionally moving these assets to another wallet. Note, you will not be able to perform any exchange transactions within this third party application, only withdrawals and deposits.
13.5
Account Data. Your account data includes your personal identification information, payment methods data, transaction history, deposit/withdrawal history, custodial wallet ledgers and balances, Vault wallet ledgers and balances, customer support and complaint records, compliance notes, and more (the “Account Data”). Your Account Data is necessarily and securely stored by Luxolo during this Terms of Service Agreement period and may be retained for a certain period of time following termination. Certain Account Data also may be utilized and stored by our Custodian(s) and Third Party Service Providers as reasonably necessary in connection with verifying your identity, fulfilling your transaction instructions and for regulatory compliance including after account termination.
13.6
Sections 3 through 18 will survive the termination or expiration of the Terms of Service Agreement.
14.Disclaimers
14.1
14.1 LUXOLO DOES NOT PROVIDE ANY INVESTMENT, FINANCIAL, TAX, LEGAL OR OTHER PROFESSIONAL ADVICE. NO FEATURES, TOOLS , OR INFORMATION AVAILABLE THROUGH THE SERVICES SHOULD BE CONSTRUED AS ADVICE. LUXOLO ENCOURAGES YOU TO CONSULT WITH THE APPROPRIATE FINANCIAL AND TAX ADVISOR TO UNDERSTAND THE IMPLICATIONS OF BUYING, HOLDING, AND SELLING DIGITAL ASSETS. YOU UNDERSTAND THAT BUYING, HOLDING, AND SELLING DIGITAL ASSETS CARRIES A RISK. YOU AGREE TO USE THE SERVICES TO TRANSACT AND HOLD DIGITAL ASSETS AT YOUR OWN RISK.
14.2
LUXOLO PROVIDES “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS MEMBERS, MANAGERS, DIRECTORS EMPLOYEES, ADVISORS, REPRESENTATIVES, AND AFFILIATES MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING OUR SERVICES AND ANY PART OF ANY OF THEM.
14.3
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT (1) YOUR ACCESS TO OUR USE OF OUR SERVICES WILL MEET YOUR REQUIREMENTS, (2) YOUR ACCESS TO OR USE OF OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (3) USAGE DATA PROVIDED THROUGH OUR SERVICES WILL BE ACCURATE, (4) OUR SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (5) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE ARE SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THAT EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
14.4
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU INHERENT THE SECURITY RISK OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO THE COMPANY'S GROSS NEGLIGENCE. YOU WILL IMPLEMENT REASONABLE AND APPROPRIATE MEASURES DESIGNED TO SECURE ACCESS TO ANY DEVICE ASSOCIATED WITH YOU AND ANY OTHER USERNAME, PASSWORD OR OTHER LOGIN OR IDENTIFYING CREDENTIALS.
15. Limitation of Liability and Indemnification
15.1
YOU UNDERSTAND AND AGREE TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT LUXOLO AND NONE OF THE COMPANY PARTIES WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING , WITHOUT LIMITATION, ANY LOSS PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2
YOU UNDERSTAND AND AGREE THAT THE COMPANY CAN NOT BE LIABLE AND DISCLAIMS ALL LIABILITY TO YOU IN CONNECTION WITH ANY FORCE MAJEURE EVENT, INCLUDING ACTS OF GOD; LABOR DISPUTES OR OTHER INDUSTRIAL DISTURBANCES; ELECTRICAL, TELECOMMUNICATION, HARDWARE, SOFTWARE OR OTHER UTILITY FAILURES; SOFTWARE OR SMART CONTRACT BUGS OR WEAKNESSES; EARTHQUAKES, STORMS, OR OTHER NATURE-RELATED EVENTS; PANDEMICS; BLOCKAGES; EMBARGOES; RIOTS; ACTS OR ORDERS OF GOVERNMENT; ACTS OF TERRORISM OR WAR; TECHNOLOGICAL CHANGE; AND RATES OR OTHER MONETARY CONDITIONS.
15.3
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS AND SERVICE AGREEMENT OR YOUR ACCESS TO OR USE OF OR YOUR INABILITY TO ACCESS OR USE ANY PORTION OF OUR SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (1) THE AMOUNT OF FEES YOU ACTUALLY PAID TO US UNDER THE TERMS AND SERVICE AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE OR (2) ONE HUNDRED DOLLARS ($100).
15.4
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND LUXOLO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR CAUSES OF ACTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
15.5
IN THE EVENT THAT ANY THIRD PARTY BRINGS A CLAIM AGAINST US RELATED TO YOUR USE OF THE SERVICE OR THE USE OF YOUR USER ACCOUNT (A “CLAIM”), YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US AND OUR EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LOSSED, LIABILITIES, DAMAGES, AND/OR COST INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS RELATING TO SUCH CLAIM. LUXOLO WILL NOTIFY YOU PROMPTLY OF ANY SUCH CLAIM AND WILL PROVIDE YOU WITH REASONABLE ASSISTANCE, AT YOUR EXPENSE, IN DEFENDING SUCH CLAIM; PROVIDED, HOWEVER, THAT THE FAILURE TO SO NOTIFY YOU SHALL NOT RELIEVE YOU OF YOUR INDEMNITY OBLIGATIONS WITH RESPECT TO SUCH CLAIM, BUT INSTEAD EXPENSES ATTRIBUTABLE TO THE FAILURE TO GIVE NOTICE. LUXOLO RESERVE THE RIGHT TO APPROVE PARTICIPATE IN THE DEFENSE OF ANY CLAIM (AT OUR EXPENSE) FOR WHICH INDEMNITY IS REQUIRED. YOU MAY NOT SETTLE ANY CLAIM WITHOUT OUR PRIOR CONSENT.
15.6
YOU ACKNOWLEDGE AND AGREE THAT LUXOLO HAVE MADE OUR SERVICES AVAILABLE TO YOU TO ENTER INTO THE TERMS AND SERVICE AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNIFICATION SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN LUXOLO AND YOU.
16. Resolving Disputes
Please carefully read the following process regarding Luxolo support inquiries, complaints and arbitration because it requires you to arbitrate all disputes with Luxolo and limits the manner in which you can seek relief.
16.1
Support Inquiry. If you have any questions about the services we provide, your Terms of Service Agreement, your user account, or anything else, please contact us with a support inquiry at support@luxolo.io. We may ask you certain questions about you and your account to respond to your inquiry.
16.2
Complaint. If Luxolo’s support team is unable to reasonably resolve your inquiry, you must send us a complaint. Please include a description of your complaint, the resolution you are seeking, and any other relevant information. If you do not follow the formal complaint process described above before seeking arbitration or other legal action, we may seek to dismiss your claim.
16.3
Complaint Response. Once you’ve initiated a complaint, Luxolo will investigate your claim. This may include reviewing the information that you have provided and the information available to us. In certain cases, we may need to contact you to obtain additional information. Upon conclusion of the investigation, we will send you an email notice indicating whether we approve or reject the resolution you are seeking. If Luxolo deems appropriate, we may also offer to resolve your complaint through an alternative solution. We will aim to resolve your complaint within 15 business days of the date you submit your complaint. However, if we are unable to do so, we will inform you in writing and specify the deadline by which we will make the determination, which will not be more than 35 business days from the date you submitted your complaint.
16.4
Arbitration. You and Luxolo agree to resolve any controversy, claim or dispute arising out of or relating to the subject matter of the Terms of Service Agreement or to the service through confidential, final and binding arbitration.
16.5
AMS as Arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc (“JAMS”). Any arbitration shall be conducted confidentially, in English, by JAMS all before a single arbitrator with substantial experience in resolving commercial contract disputes, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, in Boston, MA. Payment of all filing, administration and arbitrator fees shall be governed by the JAMS rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
16.6
Jury Trial Waiver. You waive the right to class action and jury trial. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL RIGHT AND STATUTORY RIGHT TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THE TERMS TO ARBITRATE.TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. A CLAIMANT OR THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION OR JOINT LITIGATION. CLAMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY, ON A CLASS BASIS OR CONSOLIDATION WITH THOSE OF ANY OTHER CUSTOMERS OR USERS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND LUXOLO ARE WAIVING ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS REPRESENTATIVE IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
17. Electronic Signature and Delivery of Communications
17.1
The Terms of Service Agreement, including the Privacy Policy, constitute the entire agreement between you and Luxolo with the respect to the subject matter hereof, including the service. The Terms of Service, including the Privacy Policy, supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Service Agreement. The Terms of Service Agreement do not alter any agreement you have with a Custodian. In the event of any conflict between the Terms of Service and a Custodian, the Terms of that other agreement will control only if the Terms of Service Agreement are specifically identified and declared to be overridden.
17.2
By agreeing to the Terms of Service Agreement, you consent to receiving all communications, agreements, disclosures, and notices related to your use of the services electronically. These may include, but are not limited to, your consent to these Terms of Service Agreement, any updates to these Terms of Service Agreement and our Privacy Policy, details and notices about your user account and transactions, and any other disclosures and notices. Luxolo will communicate all electronic disclosures to you by posting them on the Luxolo website (luxolo.io) or via email at the address associated with your user account, and are deemed received as of the time and date sent by Luxolo. Luxolo will not send you originals or copies of any of these documents, account statements or other materials by postal mail unless we specifically indicate otherwise.
17.3
To access documents electronically, you will need to have access to the Luxolo website and your email address. You may retain documents in paper form by printing them using a printer, or electronically by saving them to a hard drive or cloud storage with sufficient space.
17.4
You agree to keep your email address updated at all times. You may update your contact information by logging into your user account and updating the information in your account settings page.
17.5
If you wish to withdraw your consent to receiving electronic disclosures, you must contact us at support@luxolo.io , in which case we may deactivate your user account and terminate your access to the services, as described above.
IMPORTANT: These Terms of Service Agreement contain an Arbitration provision in section 16, which, if applicable to you, will, with limited exception, require you to submit disputes you have against Luxolo, LLC to binding and final arbitration. THIS INCLUDES WAIVING YOUR RIGHT TO A JURY TRIAL. You will only be permitted to pursue claims against Luxolo, LLC on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
Welcome to Luxolo!
This is a User Terms of Service Agreement between you (also referred to as “User,” or “Client”) and Luxolo, LLC (also referred to as "Luxolo," “Luxolo Financial,” “we,” “us,” and “our”). This User Terms of Service Agreement ("Agreement" ) governs your use of the services provided by Luxolo, as well as our Custodian(s) and Third Party Service Provider(s). Described below are services that may be offered by Luxolo from time to time ("Luxolo’s services" or "Services") and any other services made available to you by us, including any software interface that enables you to purchase digital assets for yourself. By signing up to use an account or service via Luxolo software application, you agree that you have read, understand, and accept all of the terms and conditions contained in this agreement.
Luxolo may change, amend, or revise the Terms of Service Agreement from time to time and at any time, at our sole discretion. When we make changes, we will make the updated Terms of Service Agreement available on the site and update the “Last Updated” date at the beginning of the agreement accordingly. Please check the Terms of Service Agreement periodically for changes. Any changes to this agreement will take effect on the date they are posted. By you continuing access to or uses of our Services following the posting of updated agreement, or your receipt of a notification of change in Terms of Service Agreement without subsequently opting-out, will constitute your binding acceptance of the updated Terms of Service Agreement. If you do not agree to any revised Terms of Service Agreement , then you should not continue to access or use our services.
Please read the Terms of Service Agreement and the Privacy Policy carefully as they govern your use of the Services. The Terms of Service Agreement contain important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. The Services are only available to you—and you should only access the Services—if you agree completely with the Terms of Service.
BY USING OUR SERVICES OR BY CLICKING “I ACCEPT” OR CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND ALL TERMS AND AGREEMENTS INCORPORATED HEREIN.
Luxolo’s Overview of Services
Luxolo is a digital asset services firm that helps you confidently navigate and engage in the rapidly evolving digital assets marketplace. We are here to help you acquire, secure, manage, and invest your new digital assets with our convenient online platform (the “App”). At Luxolo we offer you unmatched concierge service, where we believe in Own your Keys, Own your Coins as we advocate self-custody of your digital assets through our innovative Vault Wallet feature in your account. Our aim is to provide you with an evolving, curated array of powerful tools and resources to secure, manage and use your digital assets.
Importantly, Luxolo leverages the use of qualified third parties for certain critical functions within your account. These include but are not limited to Custodians of your USD currency and digital assets; third party exchange counterparties for your currency exchange transactions; a provider of vault wallets and certain other services. Please read sections 7 and 8 below for further details regarding these critical providers.
Luxolo does not provide investment, tax, or legal advice, and 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. Luxolo may provide educational information about digital assets , in order to assist clients in learning more about the digital assets. Information may include, but is not limited to, social media posts, articles, news feeds, and videos. Luxolo will not be held responsible for the decisions you make when buying, selling, or holding your digital assets.
Luxolo does not broker trades on your behalf. All Luxolo trades are executed automatically by our Third Party Service Providers, based on the parameters of your order instructions.
Important Definitions
As used throughout this Agreement, the following terms have the following meanings:
“App” is our proprietary, internet based software application which is required to access Luxolo Services. The App is available via desktop or laptop computer through a standard web browser (at https://luxolo.io), or via smartphone app (App Store or Google Play store).
“Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
"Supported Digital Asset" means only those particular Digital Assets listed as available to trade or custody in your Wallets and Vault Wallets (as defined below). Services and supported assets may vary by jurisdiction.
“USD Wallet” means a wallet in your account used to store your US dollar currency. You may use this wallet to deposit and withdraw USD from your own external bank account(s), as well as buy digital assets with funds from this account. This wallet is segregated from all other customer funds and hosted by Luxolo’s Custodian partner, subject to their own Terms and Conditions to which you must read and agree prior to using Luxolo’s Services.
“Wallet” unless otherwise described is a digital asset hot wallet, specifically assigned to you, that is hosted and held by one of Luxolo’s Custodian(s), displayed at all times in your Luxolo account, and controlled by you. Luxolo’s Custodians and Third Party Service Providers reserve the right to monitor, make inquiries about, or suspend digital assets in your wallets per their own Terms and Conditions.
“Vault Wallet” is a physical, cold storage digital asset wallet that is to be held only in your possession. Once your account is both activated and eligible, this physical vault wallet is delivered to you via commercial parcel service to the mailing address you provided. This wallet and its balances are displayed in your Luxolo account, and for high security purposes, any withdrawal of digital assets from this wallet requires having physical possession of your Vault Wallet. Neither Luxolo nor its Custodians and Third Party Service Providers can access your digital assets in the Vault Wallet. See section 3 for more information.
“Custodian” is a qualified custodian or trust company who segregates and holds your account assets in your name as further described in section 7 below. Importantly, Luxolo is neither a custodian, nor custodies any of your account assets at any time.
“Third Party Service Provider” is a qualified third party service provider who executes certain functions for Luxolo’s services. Luxolo’s services exclusively use a third party service provider for wallets . Luxolo also uses a third party provider for our physical Vault Wallets.
“Exchange Counterparty” is the counterparty to each of your exchange transactions involving digital assets. Luxolo is not a counterparty to any digital asset or currency exchanges, and as such does not buy or sell digital assets from you. You are buying and selling digital assets from the Exchange Counterparty who is currently also the Custodian.
Acknowledgement of Risk
As with any asset, the value of a digital asset can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in any asset. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether buying, selling or holding any digital asset is suitable for you. You acknowledge that digital assets are not subject to protections or are insured by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
Terms and Conditions
1.Account Setup
1.1
Requirements. To be eligible to use Luxolo's services, you must meet the following requirements: You must be at least 18 years old, reside in the United States in a state that is supported by our Services, possess a valid government issued identification and successfully complete and pass the identity verification process.
1.2
Registration with Luxolo. You must register for an account to use Luxolo's services to buy, sell, receive or send digital assets via our mobile app or online platform. You will need to complete the identity verification process before you are permitted to use any of Luxolo’ services. The account information that may be needed but not limited to are: your name, email address, mobile phone number, street address, zip code, date of birth, social security number, and a government-issued identification document. Each customer may only register for one account; even if you have multiple email addresses, you are only permitted to have one personal account. By registering or using an account you agree to provide accurate, current and complete information about yourself. That you have created your account and you will use your account only for yourself, and not on behalf of any third party. You must not impersonate any other person or entity to access an account. You must not create any accounts by automated means or under false or fraudulent pretense.
1.3
Registration with Custodian. In order to access our services, you must create an account with the Custodian, Fortress Blockchain Technology Inc. In doing so, you must agree to the Custodian’s terms for use of their platform to custody your assets. The Custodian may appoint sub-custodians to custody your assets. We strongly recommend you review the terms between you and the Custodian, as the Custodian may have the right to close your account under certain circumstances at their own discretion.
1.4
Information Privacy. Luxolo will share your account information and desired transaction information with Third Party Service Providers, including but not limited to Custodians and Third Party Service Providers, who fulfill transaction requests in accordance with our Privacy Policy.
1.5
Personal Authorization. You hereby authorize us, directly or through third parties, to make any inquiries we consider necessary to validate information about you and your account. This may include asking you for further information and/or documentation about your account usage or identity, requiring you to take steps to confirm ownership of your email address, mobile phone number or financial instruments, or verifying your information against third party databases or through other sources.
1.6
Corporate Authorization. If you are registering for an account on behalf of an entity you represent and warrant that you have authority to accept these terms on behalf of and bind such entity and provide information on behalf of such entity.
1.7
Acceptable Use. You agree that you will use Luxolo’s services only in a manner that complies with all applicable laws, and that you are solely responsible for any improper or unlawful activity in connection with the registration of or use of your account, including any misrepresentations made in connection with the creation of your account.
1.8
Privileges. You are fully responsible for all activity that occurs within your account. Luxolo may, in our sole discretion, reject your ability to open an account, suspend or terminate any existing account you have for any reason. You will continue to have all the rights to withdraw your digital assets that you are holding with the Custodian, subject to the Custodian’s terms and conditions, and within your personal Vault Wallet. 1.9
Login Credentials and 2FA. When creating an account you will be required to select a username and password, as well as two-factor authorization (2FA) functionality on your account (found in the top menu) in order to prevent unauthorized access of your account. Luxolo strongly recommends using either Google Authenticator or Authy.
1.10
Email Address. Luxolo will use the email address you provide as the primary method for communication about your account and to provide you with any necessary technical support. You will be able to opt in to change your preferred method of communication to a mobile phone number. Standard text messaging rates may apply by your mobile carrier. You must keep your email address and other contact information current in your account profile.
1.11
User Consent. When creating a new account you consent to Luxolo accessing, processing and retaining any personal information you provide to us for the purpose of us providing Luxolo’s services to you. This consent is not related to, and does not affect, any rights or obligations Luxolo or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with laws or regulations. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. This is an identity check only and should have no adverse effect on your credit rating. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
1.12
Security. You are responsible for the security of your account. If you become aware that your account has become compromised in any way you agree to notify Luxolo immediately at support@luxolo.io , or otherwise through any means made available through our site, including but not limited to email, online chat, telephone or a web support ticket. By creating an account you agree to take sole responsibility for any activities or actions whether or not you authorized them.
1.13
Luxolo’s services can be accessed directly using the Luxolo site (https://luxolo.io) and/or your Luxolo mobile app (found on the App Store or Google Play). Although we strive to provide you with excellent service, we do not represent that the Luxolo site or other Luxolo’s services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Luxolo shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from Luxolo customer support. For example, if you are locked out of your account, it is possible that the value or price of your assets in your account might go down before your access is restored. Luxolo shall not be liable for any alleged losses that you suffer from a drop in such asset values or prices.
2.Buying, Selling, Holding and Transferring Digital Assets
2.1
Accounts are Self Directed. By accessing your account you will be able to view all of your wallets, buy, sell, send, receive, and withdraw. Luxolo will not be able to perform any of these transactions on your behalf. When a transaction of any kind occurs in your account, Luxolo will assume that you authorized any such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact our support team immediately. It is important that you regularly check your account and related transaction history and ensure you notify us as soon as possible of any unauthorized or incorrect transactions. Reporting an unauthorized transaction does not guarantee we will be able to reverse the transaction or reimburse you for the transaction.
2.2
Funding your Account. For each purchase of a digital asset you will be required to perform the following functions in our mobile app or online platform: select the type of digital asset you would like to buy, select the dollar amount of the digital asset, and select the payment method you would like to use to make the buy. Valid forms of payment methods, which are subject to change from time to time without prior notice, currently include: clear funds in your USD Wallet; ACH from a valid bank account in the name that matches the name on your account; a wire transfer that exactly matches the name on your account. Luxolo reserves the right to cancel any transaction not confirmed by you within sixty (60) seconds after you are quoted a transaction price. Transaction prices may change from the time they are quoted to the time your funds are cleared on your account.
2.3
ACH Requirements. If choosing to buy your digital asset through one or more ACH transactions, you expressly authorize the initiation of ACH transactions from your external bank account for the purposes specified in these terms. Further, you agree to provide accurate and complete information about your bank account, including verification of your ownership of such bank account, and to maintain sufficient funds in your bank account to cover any authorized transactions. The name on your linked bank account must match the name verified on your account. Luxolo reserves the absolute right to reject any transaction for any reason, including but not limited to suspicion of fraud, insufficient funds, or regulatory concerns.
2.4
ACH Fees from your Bank. You agree to pay any fees or charges associated with the ACH transactions charged by your bank or by the ACH operator. Luxolo does not charge any ACH fees.
2.5
Reversals and NSF Charges. By choosing to purchase digital assets through one or more ACH transactions, you expressly acknowledge and agree that if an ACH reversal occurs, you may be liable for any associated fees or charges. If the ACH reversal causes a negative balance in your account, Luxolo shall have the right to direct the reversal of trades in your account such that you lose all or a portion of the digital asset purchased with the reversed funds. You are responsible for maintaining an adequate balance in order to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your bank or payment provider. Luxolo reserve the right to refund any U.S. dollar amounts in your account, to refuse to process, or to cancel, correct, clawback, or reverse, any transaction in our sole discretion, even after funds have been debited from your account(s), for reasons including but not limited to, in response to a subpoena, court order, or other government order; or if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime; be erroneous; or reflective of a violation of any one or more of the provisions set forth below under “Conduct”. In such instances, Luxolo will reverse the transaction and we are under no obligation to reinstate a purchase or sale order at the same price or on the same terms as the canceled transaction.
2.6
Wire Transfers. For wire transfers as a method of transaction funding, you must load the funds to your USD Wallet first. Once funds are clear you will then be able to purchase your digital asset. Each wire transaction is subject to a 5 day holding period. If your transaction cannot be completed for any reason (such as price movement, market latency, inability to find a counterparty for your transaction, or order size), your transaction will be rejected and you will be notified of such rejection. You will not be charged for a rejected transaction.
2.7
Add funds to your USD Wallet. You can add funds to our USD Wallet from a valid bank account via ACH transfer or wire transfer. A debit of your linked bank account may occur as soon as you initiate a transaction through your account. For the period immediately following the time when an ACH transaction is initiated, the corresponding U.S. dollar balance reflected in your account is in a pending state and will not be formally credited to your account until after the bank transfer has cleared, typically within two (2) and five (5) business days. Any digital asset you buy will be credited to your wallet upon cleared funds. Wire transactions are subject to a 5 day holding period. We may debit your linked bank account as soon as you initiate payment. If choosing to buy your digital asset through one or more ACH transactions, you expressly authorize the initiation of ACH transactions from your external bank account for the purposes specified in these terms. Further, you agree to provide accurate and complete information about your bank account, including verification of your ownership of such bank account, and to maintain sufficient funds in your bank account to cover any authorized transactions. The name on your linked bank account and your wire transfer or ACH transaction must match the name verified on your account. Luxolo reserves the absolute right to reject any transaction for any reason, including but not limited to suspicion of fraud, insufficient funds, or regulatory concerns. You can add funds to your USD Wallet from a valid bank account via ACH transfer or wire transfer. A debit of your linked bank account may occur as soon as you initiate a transaction through your account. For the period immediately following the time when an ACH transaction is initiated, the corresponding U.S. dollar balance reflected in your account is in a pending state and will not be formally credited to your account until after the bank transfer has cleared, typically within two (2) and five (5) business days. Any digital asset you buy will be credited to your wallet upon cleared funds.
2.8
Clearing Time. While your ACH or wire transaction is pending, your USD Wallet will not be credited until after the funds have cleared. Clearing times will vary based on payment method. With your instructions submitted through the Luxolo app, or site, Luxolo will deliver the information you provided in section 2.2 to the Custodian, who will act as the Exchange Counterparty. The Exchange Counterparty will sell to you the digital asset in the amount you requested (minus the fee) using the payment information you provided. Either the Exchange Counterparty or Custodian will transfer the purchased digital asset to the digital wallet created to custody the purchased digital asset for you; and the Custodian will transfer the fee to Luxolo. Your digital asset will be transferred from the Exchange Counterparty to your account with the Custodian following a clearing time of your USD funds. Holding period is typically less than 5 calendar days (with such period potentially being significantly shorter depending on the method of payment and our risk assessment of your transaction, or potentially up to 60 calendar days when fraud or other account security issues are suspected) transfer the digital asset to any other digital wallet identified by you. You are not buying or selling any digital asset from Luxolo; you are buying them from Exchange Counterparties, who serve as the counterparty to each of your exchange transactions.
2.9
Recurring ACH Buys. Recurring Buys allow you to make future purchases of digital assets , based on a predetermined recurring schedule (daily, weekly/bi-weekly, monthly/bi-monthly), in a U.S. dollar amount. If you have authorized one or more ACH transactions in connection with recurring buys, such authorization will remain in full force and effect until such time as you modify or cancel the order of recurring buys in settings located in your account. For recurring buys, such buys will occur in periodic installments and in accordance with your chosen settings, until such settings are canceled. Though your transaction times may vary, a recurring buy will typically be executed within the 24-hour day on the buy date, absent any extraordinary circumstances. Any cancellations or modifications of recurring buys performed directly on your account settings may take up to two business days to take effect. Luxolo will not be liable for any fees or charges associated with your cancellation or modification of such recurring ACH transactions in connection with recurring buys.
2.10
Displayed Market Prices. Although we provide information that indicates a price for the digital asset being purchased, we do not sell the digital asset or broker the sale of the digital asset. The entire purchase of any digital asset is done between you and the Exchange Counterparty, which may result in a different price for the digital asset being purchased than the implied price displayed when using our service.
2.11
Fees. Luxolo charges a percentage (the “fee” (as displayed on the confirmation screen at the time of your buy or sell) of the purchase price of the digital asset (the “fee”) for offering the Services and for purposes of compensating the Custodian. An on-chain withdrawal fee may be applied by the Custodian in connection with your request to transfer digital assets from your account to any other digital wallet identified by you. By using Luxolo’s services you agree to pay all fees. Luxolo reserves the right to adjust its pricing and fees and any applicable waivers at any time. We will notify you of the final price of each transaction, inclusive of pricing and fees, when you authorize the transaction and in each receipt we issue to you.
2.12
Bank Holidays. If you select a U.S. bank account as your payment method for a recurring buy, and any such associated buy falls on a weekend or holiday, or after bank business hours, the ACH credit or debit will be executed on the next business day. If your bank is unable to process any electronic ACH debit entry, we will notify you of cancellation of the buy and may use the remedies set forth in this Terms of Service Agreement to recover any amount owed to Luxolo. You agree to notify Luxolo of any changes in your linked bank account information prior to a recurring buy. Luxolo may, at any time, suspend or delay recurring buys without notice or terminate recurring buys by providing notice to you.
2.13
Canceling Transactions. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize us, in our sole discretion, either to cancel the transaction or to debit your other payment methods, including your USD wallet balance or other linked accounts, in any amount necessary to complete the transaction.
2.14
Other Account Features. By accessing your account you will be able to see your transaction history, your preferred payment method, find wire instructions, and manage your saved whitelisted wallet addresses.
3. Vault Wallet
Luxolo offers a convenient option that allows you to custody your own assets, called the Vault Wallet. It offers durable, secure, long term storage of supported digital assets. Advantages to storing larger digital asset balances in the Vault Wallet include its robust security architecture, which keeps digital assets on-chain but private keys offline and physically in your possession at all times. Once your account becomes eligible*, you may contact Luxolo (support@luxolo.io) to request that we send you a new, empty physical Vault Wallet to the account address we have on file for you. Upon receipt you may follow the instructions to link the vault wallet to your account and begin transferring supported digital assets from your digital wallets to and from this Vault Wallet. You must carefully and securely store this physical Vault Wallet as loss, misplacement or theft of this wallet will result in loss of access to your digital assets that are stored on it. Luxolo will have no ability to restore funds that you have stored in a lost, misplaced, or stolen Vault Wallet. For more information about accessing digital assets stored on your Vault Wallet following termination of your Luxolo account, please see section 13.4.
*Eligibility includes an active account in good standing, plus a certain held account balance, set at Luxolo’s discretion and which may vary from time to time.
4. Digital Assets are Not Insured
You understand and acknowledge that any digital assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or any other agency or organization. Luxolo or partnering Custodians have no responsibility or liability to you or anyone else for any loss in the value of the digital assets that is held within your wallets.
5. Taxes
Your purchases and sales of digital assets may be subject to certain tax obligations. It is your sole responsibility for complying with all applicable laws and determining whether, and to what extent, any taxes apply related to use of the services, including, without limitation, any reporting obligations and payment of all applicable taxes. In addition, you are responsible for determining, remitting, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your use of the services. Your transaction history is available through your account menu.
6. Referrals and Promotion Codes
Referral programs and promo codes may be offered from time to time that may or may not require you to submit material or information concerning yourself. Any referral programs or promotions may be governed by separate rules that may contain certain eligibility requirements. You will be responsible for reading all rules relating to the referral program and promotions to determine whether or not you are eligible to participate. If you enter or participate in any of our referral programs or promotional offers, then you agree to abide by and to comply with all rules stated. The referral program and promotion offers will be optional so you should not enter or participate in such programs if you do not agree to abide by and to comply with all such rules.
7. Our Custodians
7.1
Luxolo neither provides any custodial services nor is a Custodian. Instead, Luxolo has contracted with one or more qualified custodian(s) or qualified trust company(ies) to provide custodial services for both your US dollar currency as well as your digital asset(s) held in your account, except for your Vault wallet(s) which are under your custody. The Custodian associated with your account is a regulated entity responsible for carefully segregating and securely holding your account assets under your name. Even in the event Luxolo ceases operations, your account assets will continue to remain in your name in accordance with the Custodian’s terms and conditions.
7.2
Luxolo is not authorized to direct the purchase, sale, or transfer of any digital asset or USD on behalf of the User. For the avoidance of doubt, Luxolo shall not be named an agent with respect to your custodial account with a Custodian. You at all times retain legal ownership of any assets held in your account with a Custodian.
7.3
Not Responsible for Transactions with a Custodian. Luxolo provides an online platform for Users to send trade instructions to the Custodian and to access account-related information and communications with the Custodian. As such, Luxolo will not be responsible or liable for any claims, losses, liabilities, damages, costs or expenses that arise from the User's use of the Custodian's services including any delayed or failed transactions, withdrawals, or errors regarding a User’s account. Any delays or failed transactions, withdrawals, errors or issues with the Custodian’s services will be dealt with between the User and the Custodian in accordance with the Custodian’s terms and conditions.
8. Our Third-Party Service Providers
8.1
Luxolo’s services operate through Third Party Service Providers who will require you to agree to separate agreements with them. You agree to comply with all applicable Third Party Service Provider terms of agreement when using our services. Luxolo is not a party to those agreements, and we have no responsibility for the products and services provided by the Third Party Service Providers. Nothing in the Terms of Service Agreement creates a contractual relationship between you and our Third Party Service Providers. You acknowledge and agree that Luxolo is solely responsible for the Luxolo services and for providing maintenance and support services under this Agreement. Luxolo is not a money exchanger nor does it provide exchange counterparty services for your account.
8.2
Luxolo’s Third Party Service Providers are responsible for addressing any claims relating to the services they provide to you, including, but not limited to (1) product liability claims; (2) any claim that the services fail to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection, privacy, or similar legislation; and (d) intellectual property claims.
8.3
Not Responsible for Transactions with Third Party Service Providers. Luxolo is not responsible or liable for any claims, losses, liabilities, damages, costs or expenses that may arise as a result of your relationship with a Third-Party Service Provider. Any delayed or failed transactions, withdrawals, errors, damaged goods or issues with the Third-Party Service Provider will be dealt with between the User and the Third-Party Service Provider in accordance with the Third-Party Service Provider’s terms and conditions.
9. Our Intellectual Property Rights
9.1
The services contain important and proprietary property owned by Luxolo. We retain all rights, title and interest in all such intellectual property including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, visual interfaces, graphics, designs, systems, services, “look and feel,” organization, compositions, formulae, techniques, information and data (collectively, the “Company IP”). The Company IP is protected by copyright, trademark laws, or other relevant intellectual property and proprietary rights and applicable laws. You may not use any of the Company IP for any reason without the Company’s prior written consent.
9.2
Luxolo reserves all rights in and to the Company IP not expressly granted to you in the Terms of Service Agreement. Nothing in these Terms of Service shall be construed as a conveyance of any ownership right or title in or to our property.
9.3
Luxolo hereby grants you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access the material on our platform for non-commercial use only, subject to and conditioned on your continued compliance with the Terms of Service. You will not modify, alter, convert, adapt, clone, replicate, duplicate, copy, translate, reverse engineer or otherwise manipulate any portion of our Services or the Company IP. All rights not expressly granted in the Terms of Service are reserved.
9.4
As a client you may choose to submit feedback, ideas, comments, or bug reports about our services. By submitting any feedback you agree that we are free to use the feedback at our sole discretion and without any compensation to you.
10. Your Use of Service Restrictions and Conduct
10.1
You may only use Luxolo's services for its intended purpose, and not for any other purpose. Any non-permitted use of the service determined in our sole discretion, shall be grounds for immediate termination of your use of and access to the service.
10.2
You may not engage in prohibited conduct. You will not or will not allow any third party to use our services to engage in or aid or abet in , the violation of any law, statute, ordinance, or regulation. These include without limitation, violation of any sanction programs administered in any jurisdiction in which we operate.
10.3
You may not provide false, inaccurate or misleading information about yourself. Each client is only allowed to create and control one personal account.
10.4
You may not or may not allow a third party to use our Service or the service of our partners in a manner that results in or may result in complaints; disputes, claims, reversals, chargebacks, fees, fines, penalties or losses to us or any of our partners.
10.5
You may not or may not allow a third party to distribute or facilitate the distribution of viruses, worms, defects, trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature or otherwise interfere with, circumvent, disable or attempt to interfere with our site, our services, security features or any equipment connected to or site or our services. Reformat or frame any portion of the site.
10.6
You may not or may not allow a third party to take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers or service providers.
10.7
You may not or may not allow a third party to interfere with other users’ enjoyment of our services. Transmit any unsolicited commercial messages (i.e., spam), junk mail, pyramid schemes, chain letters or similar materials or information.
10.8
You may not or may not allow a third party to use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of our site or content on other of our Services, or to collect information about our users for any unauthorized purpose.
10.9
You may not or may not allow a third party to exploit our Services for any unauthorized commercial purpose. 10.10
You may not or may not allow a third party to access or use our services for the purpose of creating a product or service that is competitive with any of our products or services. If you engage in any of the activities prohibited by Section 10, then Luxolo may, at our sole and absolute discretion, without notice to you and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your account and/or prevent you from accessing our services. If Luxolo prevents you from accessing our services, then you are responsible for all losses that result from that suspension or termination. You are further prohibited from using the services in any manner that is not expressly and unambiguously authorized by the Terms of Service Agreement.
11. Your Representations and Warranties
11.1
By using Luxolo’s Services, you represent and warrant you have all requisite power and authority to execute and deliver the Terms of Service Agreement, to purchase and use our Services, and to carry out and perform any obligations under the Terms of Service Agreement. As an individual, you are at least eighteen (18) years old and of sufficient legal age and capacity to use the services. If the account is for an entity, then you are duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
11.2
By using our Services, you represent and warrant you have no conflict in the execution, delivery and performance of the Terms of Service Agreement that will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (1) any provision of your governing documents, if applicable; (2) any provision of any judgment, decree or order to which you are a party, by which it is bound, or to which any of its material assets are subject; (3) any material agreement, obligation, duty or commitment to which you are a party or by which it is bound; or (4) any laws, regulations or rules applicable to you.
11.3
By using our Services, you represent and warrant you have no consents or approvals in the execution and delivery of, and performance under, the Terms of Service Agreement that require approval or other action from any governmental authority or person other than you.
Regulatory Compliance
12.1
Routine Reporting. Luxolo and its Custodians and Third Party Service Providers must comply with certain federal and state laws and regulations related to money services, banking and digital assets. This means information about your account, including your name, address, contact information, transaction and banking records will be used for routine reporting to applicable regulatory authorities. This process is compulsory for Luxolo, our Custodians and Third Party Service Providers and by accepting this Terms of Service Agreement, you acknowledge and agree this information will be used for this purpose. In no event will this information be used for any purpose beyond this or the scope explicitly defined in our Privacy Policy.
12.2
Sanctions. Luxolo and its Custodians and Third Party Service Providers must comply with economic sanctions and trade restrictions, including those implemented by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury. This means that Luxolo or anyone using our Services cannot take part in transactions that involve designated people or places, as determined by agencies like OFAC. Nobody using our services, regardless of their location, may engage in transactions involving (1) certain geographic areas that are updated from time to time, such as Russia, Ukraine, Crimea, Cuba, Iran, North Korea, and Syria, or any individual or entity operating or residing in those places; (2) individuals or entities identified on sanctions lists such as OFAC’s Specially Designated Nationals (SDN) List or Foreign Sanctions Evaders (FSE) List, including, without limitation, any digital currency addresses attributable to any individuals or entities; and (3) nationals of Cuba, regardless of location, unless citizenship or permanent residency outside of Cuba has been established. To ensure compliance with sanctions programs, you are prohibited from using your account while in certain geographic locations. If Luxolo have reason to believe you are operating your account from a sanctioned location, such as any of the places listed above, or are otherwise in violation of any economic sanction or trade restriction, then we may suspend or terminate your use of our Services, including to cancel any purchases or withdrawals of bitcoin that are in progress at the time. You generally are not permitted to make available for sale products or services that originate from sanctioned areas. This includes items that pre-date sanctions, since we have no way to verify when they were actually removed from the restricted location. In addition to complying with OFAC and applicable local laws, other countries may have their own trade restrictions and certain items may not be allowed for export or import under international laws. You should consult the laws of any jurisdiction when a transaction involves international parties. Third-party payment processors and the Custodians may independently monitor transactions for sanctions compliance and may block transactions as part of their own compliance programs. We have no authority or control over the independent decision-making of these providers. The economic sanctions and trade restrictions that apply to your use of our Services are subject to change, so you should check sanctions resources regularly. For legal advice, please consult a qualified professional.
13. Account Termination
13.1
Termination at Your Request. You may terminate this Terms of Service Agreement at any time by canceling your account with us and discontinuing your access to any uses of our Services by contacting Luxolo at support@luxolo.io. We may request certain information and/or documentation to verify your request to deactivate your user account.
13.2
Termination by Luxolo and/or its Custodian(s). Luxolo reserves the right in our sole direction and for any or no reason to take action to terminate or suspend your Terms of Service Agreement with your account and all of the services. Additionally, Custodian(s) may terminate your account according to your agreement with the Custodian(s). Circumstances in which we may terminate or suspend your access to our services include, but are not limited to, if we deem that such action is necessary based on; (1) your use of the account in away that is unlawful or would potentially expose us or our partners to liability; (2) disruption of the services by you to others; (3) your violation of these Terms of Service or our Privacy Policy; (4) your violation of any applicable laws, rules, regulations, and agreements that may apply to you; and (5) your use of the service in a way that could cause harm to any person or entity.
13.3
No Further Access to App. Upon any termination or expiration of the Terms of Service Agreement, whether by you or us you may no longer have access to information that you have posted in connection with our Services or that related to your account. You acknowledge that Luxolo will have no obligation to forward any such information to you. Accordingly, prior to terminating your account, you may consider downloading and storing your Account Data, especially your transaction history. You will continue to have all rights related to the digital asset in custody with a Custodian or in your Luxolo wallet upon termination of the Terms of Service Agreement, although at that time you may only be able to access these assets by filing a customer service request to Luxolo.
13.4
Vault Wallet. If you have received a Vault Wallet from Luxolo, it belongs to you and you may keep it indefinitely, including following your Luxolo account termination. If there are digital assets on your Vault Wallet following your Luxolo account termination, you may access them using an alternate method. Use the application provided by the wallet manufacturer, Ballet Global, Inc (https://www.ballet.com), and follow their instructions for viewing, accessing and optionally moving these assets to another wallet. Note, you will not be able to perform any exchange transactions within this third party application, only withdrawals and deposits.
13.5
Account Data. Your account data includes your personal identification information, payment methods data, transaction history, deposit/withdrawal history, custodial wallet ledgers and balances, Vault wallet ledgers and balances, customer support and complaint records, compliance notes, and more (the “Account Data”). Your Account Data is necessarily and securely stored by Luxolo during this Terms of Service Agreement period and may be retained for a certain period of time following termination. Certain Account Data also may be utilized and stored by our Custodian(s) and Third Party Service Providers as reasonably necessary in connection with verifying your identity, fulfilling your transaction instructions and for regulatory compliance including after account termination.
13.6
Sections 3 through 18 will survive the termination or expiration of the Terms of Service Agreement.
14.Disclaimers
14.1
14.1 LUXOLO DOES NOT PROVIDE ANY INVESTMENT, FINANCIAL, TAX, LEGAL OR OTHER PROFESSIONAL ADVICE. NO FEATURES, TOOLS , OR INFORMATION AVAILABLE THROUGH THE SERVICES SHOULD BE CONSTRUED AS ADVICE. LUXOLO ENCOURAGES YOU TO CONSULT WITH THE APPROPRIATE FINANCIAL AND TAX ADVISOR TO UNDERSTAND THE IMPLICATIONS OF BUYING, HOLDING, AND SELLING DIGITAL ASSETS. YOU UNDERSTAND THAT BUYING, HOLDING, AND SELLING DIGITAL ASSETS CARRIES A RISK. YOU AGREE TO USE THE SERVICES TO TRANSACT AND HOLD DIGITAL ASSETS AT YOUR OWN RISK.
14.2
LUXOLO PROVIDES “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS MEMBERS, MANAGERS, DIRECTORS EMPLOYEES, ADVISORS, REPRESENTATIVES, AND AFFILIATES MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING OUR SERVICES AND ANY PART OF ANY OF THEM.
14.3
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT (1) YOUR ACCESS TO OUR USE OF OUR SERVICES WILL MEET YOUR REQUIREMENTS, (2) YOUR ACCESS TO OR USE OF OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (3) USAGE DATA PROVIDED THROUGH OUR SERVICES WILL BE ACCURATE, (4) OUR SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (5) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE ARE SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THAT EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
14.4
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU INHERENT THE SECURITY RISK OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO THE COMPANY'S GROSS NEGLIGENCE. YOU WILL IMPLEMENT REASONABLE AND APPROPRIATE MEASURES DESIGNED TO SECURE ACCESS TO ANY DEVICE ASSOCIATED WITH YOU AND ANY OTHER USERNAME, PASSWORD OR OTHER LOGIN OR IDENTIFYING CREDENTIALS.
15. Limitation of Liability and Indemnification
15.1
YOU UNDERSTAND AND AGREE TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT LUXOLO AND NONE OF THE COMPANY PARTIES WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING , WITHOUT LIMITATION, ANY LOSS PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2
YOU UNDERSTAND AND AGREE THAT THE COMPANY CAN NOT BE LIABLE AND DISCLAIMS ALL LIABILITY TO YOU IN CONNECTION WITH ANY FORCE MAJEURE EVENT, INCLUDING ACTS OF GOD; LABOR DISPUTES OR OTHER INDUSTRIAL DISTURBANCES; ELECTRICAL, TELECOMMUNICATION, HARDWARE, SOFTWARE OR OTHER UTILITY FAILURES; SOFTWARE OR SMART CONTRACT BUGS OR WEAKNESSES; EARTHQUAKES, STORMS, OR OTHER NATURE-RELATED EVENTS; PANDEMICS; BLOCKAGES; EMBARGOES; RIOTS; ACTS OR ORDERS OF GOVERNMENT; ACTS OF TERRORISM OR WAR; TECHNOLOGICAL CHANGE; AND RATES OR OTHER MONETARY CONDITIONS.
15.3
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS AND SERVICE AGREEMENT OR YOUR ACCESS TO OR USE OF OR YOUR INABILITY TO ACCESS OR USE ANY PORTION OF OUR SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (1) THE AMOUNT OF FEES YOU ACTUALLY PAID TO US UNDER THE TERMS AND SERVICE AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE OR (2) ONE HUNDRED DOLLARS ($100).
15.4
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND LUXOLO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR CAUSES OF ACTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
15.5
IN THE EVENT THAT ANY THIRD PARTY BRINGS A CLAIM AGAINST US RELATED TO YOUR USE OF THE SERVICE OR THE USE OF YOUR USER ACCOUNT (A “CLAIM”), YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US AND OUR EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LOSSED, LIABILITIES, DAMAGES, AND/OR COST INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS RELATING TO SUCH CLAIM. LUXOLO WILL NOTIFY YOU PROMPTLY OF ANY SUCH CLAIM AND WILL PROVIDE YOU WITH REASONABLE ASSISTANCE, AT YOUR EXPENSE, IN DEFENDING SUCH CLAIM; PROVIDED, HOWEVER, THAT THE FAILURE TO SO NOTIFY YOU SHALL NOT RELIEVE YOU OF YOUR INDEMNITY OBLIGATIONS WITH RESPECT TO SUCH CLAIM, BUT INSTEAD EXPENSES ATTRIBUTABLE TO THE FAILURE TO GIVE NOTICE. LUXOLO RESERVE THE RIGHT TO APPROVE PARTICIPATE IN THE DEFENSE OF ANY CLAIM (AT OUR EXPENSE) FOR WHICH INDEMNITY IS REQUIRED. YOU MAY NOT SETTLE ANY CLAIM WITHOUT OUR PRIOR CONSENT.
15.6
YOU ACKNOWLEDGE AND AGREE THAT LUXOLO HAVE MADE OUR SERVICES AVAILABLE TO YOU TO ENTER INTO THE TERMS AND SERVICE AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNIFICATION SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN LUXOLO AND YOU.
16. Resolving Disputes
Please carefully read the following process regarding Luxolo support inquiries, complaints and arbitration because it requires you to arbitrate all disputes with Luxolo and limits the manner in which you can seek relief.
16.1
Support Inquiry. If you have any questions about the services we provide, your Terms of Service Agreement, your user account, or anything else, please contact us with a support inquiry at support@luxolo.io. We may ask you certain questions about you and your account to respond to your inquiry.
16.2
Complaint. If Luxolo’s support team is unable to reasonably resolve your inquiry, you must send us a complaint. Please include a description of your complaint, the resolution you are seeking, and any other relevant information. If you do not follow the formal complaint process described above before seeking arbitration or other legal action, we may seek to dismiss your claim.
16.3
Complaint Response. Once you’ve initiated a complaint, Luxolo will investigate your claim. This may include reviewing the information that you have provided and the information available to us. In certain cases, we may need to contact you to obtain additional information. Upon conclusion of the investigation, we will send you an email notice indicating whether we approve or reject the resolution you are seeking. If Luxolo deems appropriate, we may also offer to resolve your complaint through an alternative solution. We will aim to resolve your complaint within 15 business days of the date you submit your complaint. However, if we are unable to do so, we will inform you in writing and specify the deadline by which we will make the determination, which will not be more than 35 business days from the date you submitted your complaint.
16.4
Arbitration. You and Luxolo agree to resolve any controversy, claim or dispute arising out of or relating to the subject matter of the Terms of Service Agreement or to the service through confidential, final and binding arbitration.
16.5
AMS as Arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc (“JAMS”). Any arbitration shall be conducted confidentially, in English, by JAMS all before a single arbitrator with substantial experience in resolving commercial contract disputes, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, in Boston, MA. Payment of all filing, administration and arbitrator fees shall be governed by the JAMS rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
16.6
Jury Trial Waiver. You waive the right to class action and jury trial. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL RIGHT AND STATUTORY RIGHT TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THE TERMS TO ARBITRATE.TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. A CLAIMANT OR THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION OR JOINT LITIGATION. CLAMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY, ON A CLASS BASIS OR CONSOLIDATION WITH THOSE OF ANY OTHER CUSTOMERS OR USERS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND LUXOLO ARE WAIVING ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS REPRESENTATIVE IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
17. Electronic Signature and Delivery of Communications
17.1
The Terms of Service Agreement, including the Privacy Policy, constitute the entire agreement between you and Luxolo with the respect to the subject matter hereof, including the service. The Terms of Service, including the Privacy Policy, supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Service Agreement. The Terms of Service Agreement do not alter any agreement you have with a Custodian. In the event of any conflict between the Terms of Service and a Custodian, the Terms of that other agreement will control only if the Terms of Service Agreement are specifically identified and declared to be overridden.
17.2
By agreeing to the Terms of Service Agreement, you consent to receiving all communications, agreements, disclosures, and notices related to your use of the services electronically. These may include, but are not limited to, your consent to these Terms of Service Agreement, any updates to these Terms of Service Agreement and our Privacy Policy, details and notices about your user account and transactions, and any other disclosures and notices. Luxolo will communicate all electronic disclosures to you by posting them on the Luxolo website (luxolo.io) or via email at the address associated with your user account, and are deemed received as of the time and date sent by Luxolo. Luxolo will not send you originals or copies of any of these documents, account statements or other materials by postal mail unless we specifically indicate otherwise.
17.3
To access documents electronically, you will need to have access to the Luxolo website and your email address. You may retain documents in paper form by printing them using a printer, or electronically by saving them to a hard drive or cloud storage with sufficient space.
17.4
You agree to keep your email address updated at all times. You may update your contact information by logging into your user account and updating the information in your account settings page.
17.5
If you wish to withdraw your consent to receiving electronic disclosures, you must contact us at support@luxolo.io , in which case we may deactivate your user account and terminate your access to the services, as described above.
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