User Agreement

Last updated December 12th, 2016

This Glidera Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between Payward Inc. and its wholly owned subsidiaries (collectively, “Payward”, “Kraken”, “Glidera” “we,” “us,” or “our”) and you or the entity you represent (“you“). This Agreement takes effect when you (i) click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date“). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. You further agree that any disputes between you and Glidera will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. Section 14 contains the definitions of certain capitalized terms used in this Agreement.

1. Use of the Service Offerings.

1.1 Generally. You may access and use the Service Offerings in accordance with Agreement. You will adhere to all Glidera rules, Policies and regulations applicable to your use of the Service Offerings, including the Policies as defined in Section 14.

1.2 Your Account. To access the Service Offerings, you must create a Glidera associated with a valid e-mail address, and update it with any information we may require from time to time. Unless explicitly permitted by this Agreement, you may only create one account. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will notify us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 7.

1.3 Support to You. We will provide web-based support and may, from time to time at our discretion, provide telephone or live support. Our support email is [email protected]

1.4 Third Party Content. Third Party Content may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk. We do not accept liability for any fees incurred or damages caused by your use of or reliance on any Third Party Content. We do not guarantee the availability, accuracy or precision of any Third Party Content for any purpose.

2. Changes to the Service Offerings and Third Party Content.

We may change, discontinue or deprecate any of the Third Party Content and Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings using one of the contact methods provided by you during your account opening process, and post a revision to this Agreement, if applicable, on the Glidera Site.

3. Security and Data Privacy.

3.1. Your Security. You will implement reasonable and appropriate measures designed to secure access to (i) any device, including but not limited to a computer, tablet or smart phone, associated with the email and telephone number associated with your account, and (ii), and your username, password and all other login or identifying credentials. In the event that you are not able to provide your login or identifying credentials, we may, in our sole discretion, grant access to your account to any party providing additional credentials to us. We explicitly reserve the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity.

3.2. Additional Information. You will provide any information requested by us that we, in our sole discretion, deem to be required to maintain compliance with any federal, state or local law, regulation or policy.

3.3. Your Information. We may use aggregate statistical information about your activity, including without limitation deposits and transaction volume, for marketing or any other purpose in our sole discretion. However, we will not release your personally-identifying information to any third party without your consent, except as set forth herein or in any Policy.

4. Your Responsibilities.

4.1. Security and Backup. You are responsible for properly configuring and using the Service Offerings. Glidera log-in credentials generated by the Service Offerings are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your credentials to your agents and subcontractors performing work on your behalf.

4.2. End User Violations. You will be deemed to have taken any action that you permit, assist, suffer or facilitate any person or entity to take related to this Agreement, or use of the Service Offerings. You are responsible for End Users’ use of the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to the Service Offerings.

4.3. End User Support. You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.

4.4. Prohibited Activities. You will not use the Service Offerings:

  1. for any unlawful activity;
  2. to pay or discharge any debt to any person on behalf of yourself or any other person;
  3. to provide any money services to another person, including, without limitation, check issuing, cashing or selling, issuing or participating in a stored value program, providing prepaid access, trading, dealing or exchanging currency, or transmitting money.

5. Bitcoin Purchase and Sale Fees and Payments.

5.1. Transactions with Glidera. When buying or selling Bitcoin through the Service Offerings, you are buying from, or selling to, Glidera directly. Glidera does not act as an intermediary or marketplace between other buyers and sellers of bitcoin. The Purchase and Sale Service is subject to the Glidera Conversion Rate. The Glidera Conversion Rate is stated either as a Buy Price or as a Sell Price. For the purpose of any transaction that incorporates the Glidera Conversion Rate, you agree, as a condition of using the Service Offerings, to accept the Glidera Conversion Rate as the sole conversion metric.

5.2. Bitcoin Purchases. After successfully establishing a Glidera account and completing all necessary verification steps described herein and any additional verification steps required by Glidera or our third party partners, you may purchase bitcoin from Glidera, subject to applicable limits. Glidera will instruct its bank or banking partner to initiate a debit to your linked payment account in an amount equal to: (a) the total number of bitcoins you wish to purchase multiplied by the Buy Price Conversion Rate quoted on the Glidera Site at the time you initiate the transaction, plus (b) the applicable Conversion Fee, plus (c) additional fees as may apply in the event that Glidera cannot draw funds from your payment account. Once you have submitted a purchase order, such request will be marked as complete or pending in your Glidera account and cannot be cancelled, reversed or changed. Glidera will use good faith efforts to fulfill such purchase orders at the applicable Buy Price Conversion Rate quoted on the Glidera Site at the time you place such orders. However, from time to time, it may be necessary for Glidera to delay fulfillment of a purchase order until such time as we are able to execute the transaction. In such cases, we will notify you through the Glidera Site prior to the completion of your purchase order that the number of bitcoins that you will receive will be determined based on the applicable Buy Price Conversion Rate quoted on the Glidera Site at the subsequent point at which Glidera, with your further approval, may execute your transaction.

You authorize Glidera and it's partners to debit your verified bank account for the fiat equivalent of bitcoin purchased. You understand that because this is an electronic transaction, these funds may be withdrawn from your account as soon as the transaction is submitted. You will not dispute Glidera debiting your checking/savings account, so long as the transaction corresponds to the terms indicated in the receipt.

5.3. Bitcoin Sales. After successfully establishing a Glidera account and completing all necessary verification steps described herein and any additional verification steps required by Glidera or our third party partners, you may sell bitcoin to Glidera, subject to applicable daily limits, by instructing Glidera accordingly using the Glidera Site. Glidera will then instruct its bank or banking partner to initiate a credit to your linked payout method, in an amount equal to: (a) the total number of bitcoin you wish to sell multiplied by the Sell Price Conversion Rate quoted on the Glidera Site at the time you initiate the transaction, minus (b) the applicable Conversion Fee. Glidera will then initiate a transfer of the appropriate amount of bitcoin from your linked third party bitcoin wallet to Glidera’s own bitcoin wallet, and the related proceeds of funds will thereafter by credited to your linked payout bank account. The proceeds of any Bitcoin sale will normally be credited to your linked payout bank account within two to three business days, but this credit may be delayed and Glidera does not guarantee the availability of any proceeds from the sale of bitcoin within any specific period of time. Upon the sale of bitcoin to Glidera, all settlements or payments by Glidera for such transactions shall be paid in local currency (e.g. USD or CAD) at the applicable Sell Price Conversion Rate quoted on the Glidera Site at the time that you approved the transaction.

5.4. Limits. Glidera imposes limits on the volume, frequency and velocity of your transactions. Glidera may change these limits at any time. Glidera does not guarantee the availability of its Purchase and Sale Service, and the act of purchasing bitcoin from Glidera does not result in a guarantee that you may sell your bitcoin to Glidera, or vice-versa.

5.5. Conversion Fee. Each Purchase and Sale Service transaction is subject to a fee charged by Glidera which consists of (a) a fee for the conversion of local currency (e.g. USD or CAD) for Bitcoin or Bitcoin for local currency which is calculated as a percentage of the local currency to be converted, plus (b) a fixed transfer fee which may be applied to cover applicable banking fees. The current Conversion Fee is displayed on the Glidera Site prior to you completing a Glidera Purchase and Sale Service transaction. Your bank may charge you a non-sufficient funds fee or overdraft fee in the event that you do not have sufficient funds to complete the transaction.

5.6. Payments. You agree to deliver payment for any Bitcoin purchase made through the Glidera Purchase and Sale Service upon confirmation of an order, regardless of changes in the applicable Buy Price Conversion Rate prior to completion of the purchase transaction, with such payment to be made in good funds in the amount calculated in the manner specified herein.

If there are insufficient funds from your linked payment account to cover the purchase price of any bitcoin order or any amounts owed by you to us hereunder, you hereby authorize us to resubmit debits or charges to your payment account until all amounts owed by you to Glidera hereunder are satisfied in full. You are responsible for maintaining an adequate balance in your accounts to avoid any overdraft, non-sufficient funds charges or similar fees. To secure the performance of your obligations under this Agreement, you grant Glidera a security interest in any and all of your funds or other property that come into the possession of Glidera and any and all of your bitcoin associated with any third party linked wallet accounts. You will execute, deliver, and pay the fees for any documents we request to create, maintain and enforce this security interest.

We may deduct any Bitcoin held by you in a linked third party Bitcoin wallet if a payment for a purchase of bitcoin using a bank account is subsequently reversed. For example, if such a payment is subject to a chargeback, reversal, claim or is otherwise invalidated. We may also deduct bitcoin held by you in a linked third party Bitcoin wallet in satisfaction of any outstanding amount owed by you to Glidera under this Agreement.

5.7. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your receipt or transfer of bitcoin, and/or to the Bitcoin transactions you conduct through the Glidera Services, and to withhold collect, report and remit the correct amount of taxes to the appropriate tax authorities. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

5.8. Right to Terminate or Reverse Transactions. Glidera reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of bitcoin in its sole discretion, including but not limited to instances where Glidera suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, other government order; or if Glidera suspects the transaction relates to the Prohibited Actives as set forth in Section 4.4 above.

6. Temporary Suspension.

6.1. Generally. We may suspend your or any End User’s right to access or use of any portion or all of the Service Offerings, including denying any Withdrawal if we determine, in our sole discretion, that:

  1. your or an End User’s use of or registration for the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the Service Offerings or the systems or Content of any other Glidera customer, (iii) may subject us, our affiliates, partners, or any third party to liability, (iv) may be in violation of any law or regulation, (v) may be fraudulent, or (vi) may pose a business or compliance risk to us;
  2. you are, or any End User is, in breach of this Agreement;
  3. we believe you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;
  4. you have violated this Agreement; or
  5. you have died.

6.2. Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:

  1. you are not entitled to a refund for any amounts that have already become due under this Agreement or any other agreement with us;
  2. you remain responsible for any applicable fees and charges for any Service Offerings to which you continue to have access;
  3. you will not be entitled to any credit for any period of suspension; and
  4. we will not be liable for any losses you sustain, including without limitation, any loss due to change in value of your bitcoins or inability to access your bitcoin, during any period of suspension.

Our right to suspend your or any End User’s right to access or use the Service Offerings is in addition to our right to terminate this Agreement pursuant to Section 7.

7. Term; Termination.

7.1. Term. The term of this agreement will commence on the Effective Date and will remain in effect so long as you use the Service Offerings.

7.2. Termination.

  1. Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for the Service Offerings through the Glidera Site.
  2. Termination for Cause.
    1. By Either Party. Either party may terminate this Agreement for cause upon 15 days advance notice to the other party if there is any material breach of this Agreement by the other party.
    2. By Us. We may also terminate this Agreement immediately upon notice to you for any reason set forth in Section 6.1, above.

7.3. Effect of Termination. Upon any termination of this Agreement: (a) all your rights under this Agreement immediately terminate; (b) you are not entitled to a refund of any amount paid prior to the date of termination; (c) you will immediately return or, if instructed by us, destroy all Glidera Content in your possession; and (d) Sections 4.1, 5.7, 7.3, 8 (except the license granted to you in Section 8.1), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.

8. Proprietary Rights.

8.1. Service Offerings License. As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Service Offerings. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Service Offerings solely in accordance with this Agreement. Except as provided in this Section 8.1, you obtain no rights under this Agreement from us or our licensors to the Service Offerings, including any related intellectual property rights. Any other use of the Glidera Site or content is expressly prohibited. We and our licensors reserve all other rights in the Glidera Site or Content.

8.2. License Restrictions. Neither you nor any End User may use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service Offerings (except to the extent software included in the Service Offerings are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings, (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service Offerings you have used.

8.3. Suggestions. If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential or proprietary. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.

8.4. Intellectual Property. We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. Glidera.io, Glidera and all logos related to the Service Offerings or displayed on the Glidera Site are either trademarks or registered marks of Glidera or its licensors. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.

9. Indemnification.

9.1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your Glidera account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; or (c) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.

9.2. Process. We will promptly notify you of any claim subject to Section 9.1, but our failure to promptly notify you will only affect your obligations under Section 9.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.

10. Disclaimers.

10.1. General. THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

10.2. No Insurance/Change in Value. THE SERVICE OFFERINGS ARE NOT INSURED BY ANY GOVERNMENTAL OR PRIVATE ORGANIZATION. GLIDERA IS NOT A BANK AND PROVIDES NO BANK GUARANTEES. YOU ACKNOWLEDGE AND UNDERSTAND THAT YOUR HOLDINGS IN GLIDERA OR ANY AFFILIATE’S SYSTEM MAY CHANGE IN VALUE AND THAT WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES INCURRED AS A RESULT OF THAT CHANGE.

11. Limitations of Liability.

WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE RESPONSIBLE FOR ANY LOSS WHATSOEVER CAUSED BY ANY DELAY ASSOCIATED WITH ANY PURCHASE OR SALE TRANSACTION. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICE OFFERINGS OR ACCESS ANY BITCOINS PURCHASED OR SOLD USING THE SERVICE OFFERINGS OR THE SERVICES OF ANY AFFILIATE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE OFFERINGS FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, MAINTENANCE, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY DATA. IN ANY CASE, US AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT OF THE CONVERSION FEES YOU HAVE ACTUALLY PAID US UNDER THIS AGREEMENT. YOU understand that bitcoins and the Bitcoin network are new and untested technologies outside of GLIDERA’s control and adverse changes in market forces, technology (as broadly construed) OR FORCES OUTSIDE OF OUR COUNTROL will excuse OUR performance under this agreement.

12. Modifications to the Agreement.

We may modify this Agreement (including any Policies) at any time by posting a revised version on the Glidera Site or by otherwise notifying you in accordance with Section 13. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Glidera Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.

13. Miscellaneous.

13.1. Confidentiality and Publicity. You may use Glidera’s Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose Glidera Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Glidera Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

13.2. Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in digital currency technology, changes in the digital currency industry or any other force outside of our control, including but not limited to fraud, identity theft or unauthorized access by a third party.

13.3. Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

13.4. No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

13.5. U.S. Government Rights. The Service Offerings are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Service Offerings. If you are using the Service Offerings on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Service Offerings. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

13.6. Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings.

13.7. Notice and Consent to Electronic Records. By using the Service Offerings, you agree that Glidera may provide you with notices or other communications about your Glidera Account and the Service Offerings electronically. Such notices may be sent:

  1. To You. We may provide any notice to you under this Agreement by any or all of the following: (i) posting a notice on the Glidera Site; (ii) sending a message to the email address then associated with your account; (iii) SMS message, or telephone call (in each case to the phone number you provide; or (iv) mailing notice to the address then associated with your account. It is your responsibility to keep your email address and any other contact information current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email.
  2. To Us. To give us notice under this Agreement, you must contact Glidera by email to [email protected] We may update this email address for notices to us by posting a notice on the Glidera Site. Notices to us will be effective one business day after they are sent.
  3. Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

13.8. Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.8 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

13.9. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.10. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

13.11. Disputes Resolution by Binding Arbitration; Jury Trial Waiver; Class Action Waiver. For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Service Offerings or this Agreement (as well as any related or prior agreement that you may have had with us), you and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration. The arbitration will take place in the federal judicial district of your residence. As used in this Section, “we” and “us” mean Glidera. In addition, “we” and “us” include any third party providing any product, service, or benefit in connection with the Service Offerings or this Agreement (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.

Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”). Where no claims or counterclaims exceed $10,000, the dispute will be resolved by the submission of documents without a hearing, unless a hearing is requested by a party or deemed necessary by the arbitrator, in which case, a party may elect to participate telephonically.

You should review this provision carefully. To the extent permitted by applicable law, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court. Additionally, notwithstanding this agreement to arbitrate, claims of defamation, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in New York County, New York. Additionally, notwithstanding this agreement to arbitrate, you or we may seek emergency equitable relief before the state or federal courts located in New York County, New York in order to maintain the status quo pending arbitration and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York County, New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (h) you and we will pay our respective attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

This Section will survive termination of your account and this Agreement as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of subparts (a) and (b) above of this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (a) or (b) above of this Section is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in New York County, New York.

For more information on the AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call the AAA at 888-778-7879 or visit the AAA website at http://www.adr.org.

YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IT WILL BE FOREVER BARRED.

13.12. Governing Law; Venue for Injunctive Relief. The laws of the State of New York, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us, except to the extent governed by federal law. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. Glidera may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights.

13.13. Attorneys’ Fees. In the event it becomes necessary for us to file any action, proceeding or submit a dispute to any arbitral body to enforce this Agreement or any provisions contained herein, and we prevail in such action or proceeding, then we will be entitled to recover, in addition to all other remedies or damages, our reasonable attorney’s fees and costs incurred.

13.14. Entire Agreement; English Language. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain the Parties and their affiliates’ entire obligation regarding the security, privacy and confidentiality of your personal information. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

13.15. Website Accuracy. Although we intend to provide accurate and timely information on the Glidera Site, the Glidera Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Glidera Site are your sole responsibility and we shall have no liability for such decisions.

13.16. Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provisions of this agreement.

13.17. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spooking or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and you should use care in reviewing messages purporting to originate from Glidera. Always log into your Glidera Account through the Glidera Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

13.18. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.

13.19. Change of Control. In the event that Glidera is acquired by or merged with a third party entity, we reserve the right, in any circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

14. Definitions.

Buy Price means the price in terms of local currency at which you purchase bitcoin from Glidera.

Content means software (including machine images), data, text, audio, video, images or other content.

Conversion Rate means the liquidity adjusted price of a given bitcoin amount in terms of local currency as quoted on the Glidera Site.

End User means any individual or entity that directly or indirectly through another user accesses or uses the Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Service Offerings or any Content under their own Glidera account, rather than your account.

Glidera Confidential Information means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Glidera Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Glidera Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Glidera Confidential Information.

Glidera Content means Content Glidera or any of its affiliates make available in connection with the Service Offerings or on the Glidera Site to allow access to and use of the Service Offerings.

Glidera Site means https://www.glidera.io and any successor or related site designated by us.

Purchase and Sale Service means the service offered by Glidera whereby Glidera purchases Bitcoin from you and you sell Bitcoin to Glidera.

Policies means the Site Terms, all restrictions described in the Glidera Content and on the Glidera Site, and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other marketing materials referenced on the Glidera Site. In the event of a conflict between any Policy and this Agreement, the terms of this Agreement prevail.

Sell Price means the price in terms of local currency at which you sell bitcoin to Glidera.

Service Offerings means the Purchase and Sale Service, the Glidera Site, and any other product or service provided by us under this Agreement. Service Offerings do not include Third Party Content.

Site Terms means the terms of service located at the Glidera Site, as they may be updated by us from time to time.

Suggestions means all suggested modifications, improvements, additions or subtractions to the Service Offerings that you provide to us.

Term means the term of this Agreement described in Section 7.1.

Third Party Content means Content made available to you or us by any third party in conjunction with the Services, including without limitation transaction confirmations, network statistics, hosted wallet information or mining information.

Withdrawal means any request by you or your agents, representatives or heirs, via the Glidera Site, to send bitcoins from any Bitcoin address associated with your Glidera Account or a third party linked account to another destination Bitcoin address of your choice not controlled by us or our partners, affiliates or licensors. You accept all risk of loss associated with your selection of or use of such Bitcoin address. We reserve the right, in our sole discretion, to determine the makeup of documentation and procedures required to authorize a Withdrawal. You agree not to use any Bitcoin address again once you have used it to receive a Withdrawal. We reserve the right, from time to time, with or without notice, to prohibit or delay Withdrawals in an amount below or above value thresholds of our choosing.