Securities Terms of service
IMPORTANT: By accessing or using the Site or accessing or using any of the Services (each as defined below), you acknowledge that you have read, understand and completely agree to be bound by these Terms of Service, as updated and amended from time to time. If you do not agree to be bound by these Terms of Service, as updated and amended from time to time, you may not access or use the Site or any of the Services, and if you do access or use the Site or any of the Services, you will be bound by these Terms of Service, as updated and amended from time to time. These Terms of Service were adopted on September 2, 2025.
Only Persons who meet the requirements of these Terms of Service are permitted to access or use the Site or any of the Services. Access to the Site and Services is restricted in some jurisdictions. Use of the Site or any of the Services in a manner restricted or prohibited will be deemed a breach of these Terms of Service and may subject any Fiat, Digital Assets, Admitted Digital Assets (all as defined below), funds, proceeds or other property to confiscation.
These Terms of Service apply to users of the web pages of https://stakiny.com/legal/terms indicated to be maintained by Stakiny S.A. de C.V. (together with its successors or assigns, “Stakiny”) (all pages at such addresses are collectively referred to herein as the “Site”). You should read these Terms of Service carefully to determine which provisions apply to you. By accessing or using the Site or any of the Services offered by Stakiny or its Affiliates, trading any of the Admitted Digital Assets on the Stakiny trading Facilities from time to time, or creating or funding a Trading Account (each as defined below) (collectively referred to herein as the “Services” and each a “Service”) or reviewing content and materials posted to the Site or otherwise accessing or using the Site, the user (referred to herein as the “user,” “you” or “your”) agrees to these Terms of Service.
The following documents are incorporated into these Terms of Service by reference: the Stakiny Risk Disclosure Statement; the Stakiny Fee Schedule; the Law Enforcement Requests Policy; the Stakiny Market Data Terms of Use; the Trademark Notices; the Anti-Spam Policy. Also, these Terms of Service should be read in conjunction with the Stakiny Privacy Statement, the Stakiny Privacy Statement and the Cookies Policy. These Terms of Service, together with the incorporated materials, the Stakiny Business Rules (the “Stakiny Business Rules”) and the applicable Membership Agreement (as defined below), constitute the entire agreement and understanding with respect to access or use of the Site, any or all of the Services or of the Stakiny Infrastructure, between you and Stakiny or any successor operator of Stakiny Infrastructure (each of you and Stakiny being a “Party” and collectively, the “Parties”). In the event of any inconsistency between these Terms of Service and any other pages, policies, terms, conditions, licenses, limitations or obligations contained within or on the Site, these Terms shall prevail.
These Terms of Service may be amended, changed or updated by Stakiny at any time and without prior notice to you. You should check back often on the Site to confirm that your copy and understanding of these Terms of Service are current and correct. Your non-termination or continued access or use of the Site or any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms of Service, as modified by such amendments, changes or updates.
The access or use of the Site, any of the Services or the Stakiny Trading Facilities is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power or privilege.
These Terms of Service are in addition to the requirements set forth in the Stakiny Business Rules for Members and any applicable Membership Agreement (together, the “Service Terms”) and you are subject to all requirements of these Terms of Service and the Service Terms, as applicable.
PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE ALL PERSONS TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION AND TO WAIVE ANY RIGHT TO PROCEED AS A REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. BY ACCESSING OR USING THE SITE, THE SERVICES OR THE STAKINY INFRASTRUCTURE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES HEREOF.
INTERPRETATIONS
Definitions: In these Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
“Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political Party or political Party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
“Action” means any action, claim, demand, proceeding, arbitration, suit, prosecution, inquiry or investigation (whether civil, criminal, administrative or judicial), or any appeal therefrom (including any claim, audit, litigation, administrative proceeding or arbitration against any Person involving the CNAD);
“Admission to Trading Platform” means the portion of the Stakiny Infrastructure that allows an Issuer to make Offers of Securities in connection with the Admitted Digital Assets;
“Admitted Digital Assets” means Digital Assets that are authorised for peer-to-peer trading on the Stakiny Infrastructure;
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person (which, in the case of a limited partnership, means such power and authority with respect to the general partner thereof), whether through the ownership of voting securities, by contract or otherwise;
“AML” means anti-money laundering, including all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat or Admitted Digital Assets, including the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism or Economic Sanctions violations, which may also require internal controls to detect, prevent, report and maintain records of suspected money laundering or terrorist financing;
Digital Rights Management Vault or DD Vault” means the technological systems or private ecosystems for asset digitalisation created by Stakiny for the Companies, which enable the distribution, allocation, exchange, and management of Tokens or Crypto-assets.
“Companies” means the legal entities that have contracted Stakiny’s services for the digitalisation of the economic rights of the shareholders’ equity interests through the DD Vaults.
“Shareholders” means the equity holders of the Companies who have resolved, in a Shareholders’ Meeting, to issue and tokenise the digital rights over their equity interests, as well as to manage and exchange them within the private environment of a DD Vault.
“Dividend Distribution” refers to the process of dividend payments initiated by the Companies to the users or holders of DD Tokens in their Vaults.
“Liquidation Events” refers to the payment processes initiated by the Companies to users or holders of DD Tokens in their Vaults, corresponding to the liquidation share related to the increase in value of the Company's equity interests or shares in cases of the Company's sale. A liquidation event shall be understood as the transfer in favor of one or more third parties of equity interests representing the Company’s share capital, whether total (100.00%) or partial in excess of fifty percent (50.00%), in one or successive transfers within a maximum period of twelve (12) months, and such transfer involves a cash payment in favor of the Company’s shareholders.
“Stakiny Exchange Facilities” means to the platforms and processes made available by Stakiny to the Members for communication and processing of orders, settlement transactions, operations with Admitted Digital Assets, market data and related messages, inquiries, reports, data collection, and dissemination. Stakiny’s Facilities include Admission to the Exchange Platform.
“Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements and other related forms of commercial corruption or bribery;
“Associates” means Stakiny and each and every one of its Affiliates and each of Stakiny and its Affiliates’ shareholders, directors, officers, employees, contractors, agents, partners, insurers and attorneys;
“Stakiny Infrastructure” refers to the facilities and processes made available to Members by Stakiny for the communication and processing of orders, settlement transactions, trades in Admitted Digital Assets, market data, and related messaging, as well as enquiries, reporting, data collection, and dissemination. The Stakiny Infrastructure include the Admission to Trading Platform;
“CNAD” means the Republic of El Salvador’s National Commission of Digital Assets;
“Digital Assets” means a digital representation of value that can be stored and transferred electronically using a Distributed Recording Technology system or similar or analogous technology in which the records are linked and encrypted to protect the security and privacy of the transactions;
“Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott and restrictive trade measures enacted, administered, enforced or penalized by any Laws applicable to the Member or the Stakiny Infrastructure;
“El Salvador Law” means the Laws of the Republic of El Salvador;
“Event of Default” means an Event of Default as defined in the Stakiny Default Rules of the Stakiny Business Rules for Members;
“FIA” means the Financial Investigation Authority of the British Virgin Islands;
“Fiat” means the money or currency of any country or jurisdiction that is designated as legal tender; and, circulated, customarily used and accepted as a medium of exchange in the country or jurisdiction of issuance;
“FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;
“FIU” means the Republic of El Salvador’s Financial Intelligence Unit;
“Force Majeure Event” means any of the following having a material effect on a Person, its business or its operations: fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; system failures; global pandemics or epidemics; Viruses; Security Breaches; criminal acts; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against through the exercise of due care, or use of alternate sources, workaround plans or other means;
“Government” means any national, federal, state, municipal, local or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body or other governmental, government-appointed or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory or administrative powers, authority or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
“Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Services or any transaction entered into under these Terms of Service;
“IAC” means the Astana International Financial Centre’s International Arbitration Centre;
“Issuer” means the Person who issues Digital Assets which are sold or traded on Stakiny Securities;
“Issuer Submissions” means content or materials published by or at the direction of the Issuer of Admitted Digital Assets that are made available through the Admission to Trading Platform, Third-Party Services or the Site, including any Relevant Information Document, prospectus, offering memorandum, supplementary materials, any similar document and other disclosures of risk and marketplace considerations in the Admission to Trading Platform;
“Laws” means any applicable law, rule, regulation or order of any Government of applicable jurisdiction;
*“Losses” means, collectively, any Action, application, loss, injury, delay, accident, cost, business interruption costs or any other expenses (including attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction or any and all other commercial losses;
“Member” has the meaning given to it in paragraph 2.1;
“Member Submission” means any Issuer Submission or User Submission;
“Membership Agreement” has the meaning given to it in paragraph 2.2;
“Nonparticipating Foreign Financial Institution” means a non participating foreign financial institution, as defined in the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended;
“OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;
“Offer of Securities” means a communication to any Person in any form or by any means, presenting information on the terms of the offer and the Admitted Digital Assets offered, so as to enable an investor to decide whether or not to buy or subscribe to those Admitted Digital Assets, subject to the exclusions set forth in the Stakiny Business Rules for Members;
“Other Market Participants” means other Persons to which Stakiny shall provide access to the Services and the Stakiny Infrastructure, in its sole discretion;
“Person” means an individual, a sole proprietorship, a partnership, a corporation, an association, an institution, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organisation or a Government or any other legal entity or specified division within a legal entity;
“Personal Information” has the meaning set out in the Stakiny Privacy Statement;
“Present in the U.S.” means being Present in the U.S., provided that, without limitation, a Person will be Present in the U.S. if an individual acts for the financial or other benefit of or on behalf of the Person, including as an officer or other authorised representative of any entity or through any other power or authority, while the individual is Present in the U.S.;
“Prohibited Jurisdiction” means any of: (i) a jurisdiction subject to a comprehensive embargo by El Salvador, the United States, the British Virgin Islands or the United Nations, which comprise as of the Effective Date, Iran, the Democratic People’s Republic of Korea (“North Korea”), Cuba, Syria, Crimea (a region of Ukraine annexed by the Russian Federation); the self-proclaimed Donetsk People’s Republic (a region of Ukraine), the self-proclaimed Luhansk People’s Republic (a region of Ukraine), the self-proclaimed Kherson People's Republic (a region of Ukraine) and the self-proclaimed Zaporizhzhia People's Republic (a region of Ukraine), including the Government of those jurisdictions; (ii) a high-risk jurisdiction subject to a call for action by the Financial Action Task Force, which comprises as of the date of adoption, Iran and North Korea; and (iii) any other country for so long as it prohibits or would require the registration or qualification of the Stakiny Infrastructure, Stakiny or any Associate with a Government;
“Relevant Information Document” means the document referred to in Article 5(i) of the Law for the Issuance of Digital Assets Decree No. 643 of ES Law;
“Sanctioned Person” refers to any Person or Digital Assets address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Trading Account associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or (iii) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Economic Sanctions, AML, or CTF Laws;
“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List” published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions or International Transactions of Primary Money Laundering Concern published by FinCEN; and any other foreign terrorist organization or other sanctioned, restricted or debarred Party list published by the FIA, or under Economic Sanctions, AML or [CTF Laws] of or by Governments of the United States, El Salvador, the British Virgin Islands (including any sanctioned, restricted or debarred Party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), or the United Nations or as applicable to you or to Stakiny through access and use of the Site and any of the Services;
“Security Breach” means any access, acquisition or disclosure of the Member’s Personal Data relating to the Stakiny Infrastructure by any Person other than the Member or its authorised recipients (including any loss or theft of devices that may contain such data or as a result of any cybersecurity attacks, hacks or other intrusions) or any reasonable possibility that any of the foregoing may have occurred or the Member’s failure to comply with Privacy Laws;
“Spanish Person” means: a resident of Spain; any Person established or organized in or under the Laws of Spain; any estate of a decedent who was a resident of Spain if the beneficiary of the estate is a resident of Spain; any Person established or organized outside Spain or any province of Spain (“Foreign Person”), in which any of the three foregoing cases, whether individually or jointly, directly or indirectly: holds a 50 percent or greater equity interest by votes or value; has a majority of seats or memberships on the board of directors of the Foreign Person; authorises, establishes, directs or otherwise controls the actions, policies, personnel decisions or day-to -day operations of the Foreign Person; or any Person operating accounts that are owned or controlled by the four foregoing cases.
“Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended; and the Organisation for Economic Co-operation and Development Common Reporting Standard and the Standard for Automatic Exchange of Financial Account Information;
“Third-Party Services” means any data, information, insights, analysis, or articles that are contracted with third Parties and made available through the Site or the Services and websites or Services not controlled by Stakiny or any of its Affiliates that are linked through the Site or any Services;
“Trading Account” is the means for holding, storing and transferring Admitted Digital Assets, Digital Assets and Fiat that Stakiny provides the Member as a part of the Stakiny Infrastructure, subject to these Terms of Service;
“United States” or “U.S.” means the several states of the United States; the District of Columbia; Puerto Rico; the Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands;
“U.S. Citizen or U.S. Resident” includes any: (i) U.S. citizen; (ii) U.S. lawful permanent resident, protected individual or asylee under the U.S. Immigration and Nationality Act; (iii) individual who holds a passport issued by the United States Government (i.e., a U.S. national); or (iv) individual that is both (a) physically Present in the United States for at least 31 days during the calendar year and (b) physically Present in the United States during the current year and the two preceding calendar years (when multiplied by the applicable multiplier determined under the following table) for at least 183 days:
In the case of days in:The applicable multiplier is:Current year1First preceding year1/3Second preceding year1/6
“U.S. Financial Institution” means any U.S. Person and any of its Affiliates, branches, offices, or agents incorporated, organized or located in the U.S. that is engaged in the business of: (i) accepting deposits; (ii) making, granting, transferring, holding or brokering remittances, loans or credits; or (iii) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to Affiliates, branches, offices and agencies of any foreign financial institution that are located in the U.S., but not such foreign financial institution’s Affiliates, branches, offices or agencies located outside the U.S.;
“U.S. Person” means:
U.S. Citizen or U.S. Resident;
a corporation, partnership or other entity established or organized in or under the Laws of the United States;
any Government or Government Official of the United States;
any Person organized or incorporated outside the United States in which any of the foregoing U.S. Persons, whether singularly or in the aggregate, directly or indirectly (i) holds a 25 percent or greater equity interest by votes or value; (ii) holds a majority of seats or memberships on the board of directors of the Person; or (iii) authorises, establishes, directs or otherwise controls the actions, policies, personnel decisions or day-to-day operations of the Person;
any Person organized or incorporated outside the United States formed by a U.S. Person principally for the purpose of investing in securities, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts;
an agency or branch located in the United States of a non-U.S. entity;
any estate of: (i) a decedent who was a U.S. Citizen or U.S. Resident or (ii) which any executor or administrator is a U.S. Person (unless this executor or administrator is a professional fiduciary and shares with a non-U.S. Person investment discretion with respect to the assets of an estate that is governed by non-U.S. Law);
any trust if: (i) the trustee is a U.S. Person (unless this trustee is a professional fiduciary and shares with a non-U.S. Person investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person) or (ii) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States Persons have the authority to control all substantial decisions of the trust;
a non-discretionary account or similar account held by a dealer or other fiduciary for the benefit or account of a U.S. Person; or
any discretionary account or similar account held by a dealer or other fiduciary organized, incorporated or resident in the U.S. (that is not for the exclusive benefit or account of non-U.S. Persons);
“User Insolvency Event” means if you are subject to any of the following insolvency events: (i) you stop or suspend payment of any of your debts or are unable to, or admit your inability to, pay your debts as they fall due; (ii) you commence negotiations, or enter into any composition, compromise, assignment or arrangement, with one or more of your creditors with a view to rescheduling any of your indebtedness (because of actual or anticipated financial difficulties); (iii) a moratorium is declared in respect of any of your indebtedness; (iv) any action, proceedings, procedure or step is taken in relation to: (a) a composition, compromise, assignment or arrangement with any of your creditors; or (b) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of you or any of your assets; (v) the value of your assets is less than your liabilities (taking into account contingent and prospective liabilities); or (vi) any event occurs in relation to you that is analogous to those set out in paragraphs (i) to (v) (inclusive) above in any jurisdiction;
“User Submission” has the meaning given to it in paragraph 9;
“Virus” means any harmful or surreptitious code with a purpose to, effect of or that could be reasonably be expected to: (i) cause any unplanned interruption of the operation of a website (such as the Site), software or computer system, (ii) unauthorised use of a website (such as the Site), software or computer system, (iii) altering, destroying or inhibiting the use of a website (such as the Site), software or computer system; or (iv) block access to, or prevent the use or accessibility of a website (such as the Site), software or computer system. Viruses include malware, trojan horses, system monitors/keyloggers, dialers, adware, and adware cookies lockup, time bomb, key lock device program or disabling code; and
“you” or “your” means the user.
APPLICATION FOR MEMBERSHIP
To access and participate in the Services, you must submit an application to Stakiny for admission as a “Member.” A decision on an application for Membership is entirely at the discretion of Stakiny and Stakiny may (i) admit an applicant unconditionally; (ii) admit an applicant subject to such terms and conditions as Stakiny may prescribe; or (iii) refuse the application.
If Stakiny admits you as a Member, you will be required to execute various agreements between you and Stakiny (each individually or together the “Membership Agreement”) and comply with the Stakiny Business Rules for Members to access the Services. As described further in the Membership Agreement, only certain Persons are eligible to use the Services and admission by Stakiny as a Member is only one of several requirements for eligibility.
Without limiting the scope of requirements set forth in the Service Terms, if you are granted access to the Services, you must comply with the below paragraphs applicable to admitted Members.
USE OF THE SERVICES BY MEMBERS
If Stakiny admits you as a Member, Stakiny will grant you certain limited rights to access the Services pursuant to the Membership Agreement. You must comply with any terms and requirements set forth in the Service Terms, including that you shall not engage in an Event of Default and that your rights as a Member are subject at all times to the rights of Other Market Participants.
As of the effective date of the Membership Agreement, Stakiny shall hereby grant to you the limited right to access the Stakiny Infrastructure and the Services during the term provided in the Membership Agreement. The right of each Member to use the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations as provided in these Terms of Service, the StakinyBusiness Rules, including, without limitation, certain rules governing Events of Default of Members (the “Default Rules”) and the Membership Agreement. Nothing in these Terms of Service gives any Member any license (other than as set out in this paragraph), right, title or ownership of, in or to the Stakiny Infrastructure, any of the Services, the Copyrights or the Marks. Furthermore, each Member’s use of the Stakiny Infrastructure or the Services is restricted at any time that the Member is Present in the United States. Stakiny may suspend or terminate the provision of Services to any Member or any Member’s Trading Account, or freeze or terminate any Member’s Trading Account, or reverse, reject or cancel any purchase of Admitted Digital Assets on the Admission to Trading Platform, each in its sole discretion, as required by applicable Laws or upon any “Event of Default” as defined in the Default Rules. Stakiny shall provide access to the Services and the Stakiny Infrastructure to Other Market Participants in its sole discretion, and each Member’s right to use the Services and the Stakiny Infrastructure is subject at all times to the rights of Other Market Participants.
RESTRICTIONS REGARDING PROHIBITED PERSONS AND PROHIBITED JURISDICTIONS
On each day on which you utilise the Stakiny Infrastructure or the Services or access the Site, in each case with reference to the facts and circumstances existing at such date, you covenant and agree as follows:
If at any time you become a Prohibited Person, you will immediately cease directly or indirectly holding, owning or operating a Trading Account in any way or otherwise transacting on the Stakiny Infrastructure or using the Services.
Suppose at any time you are in any jurisdiction in which the use of Stakiny Infrastructure or any Services is unlawful. In that case, you will not be able to access the Stakiny Infrastructure, the Site, or the Services during such time.
You will not operate your Trading Account for or make any order or transaction in a Trading Account for the financial or other benefit of a Prohibited Person.
You will not operate your Trading Account for or make any order or transaction in a Trading Account for the financial or other benefit of any Person Present in the U.S. or any jurisdiction in which the Stakiny Infrastructure or any Services is unlawful.
In addition, where a Member is not a U.S. Person, but Stakiny knows or has reason to know that the Member is making a deposit, withdrawal or transfer of Admitted Digital Assets to, from or through a U.S. Financial Institution to facilitate the provision of the Services to the Member, then the Member may be prohibited from using the Stakiny Infrastructure or any Services, at the sole discretion of Stakiny.
RISKS AND LIMITATION OF LIABILITY
IMPORTANT: THIS PARAGRAPH 5 IS IN ADDITION TO THE LIMITATION OF LIABILITY AND RELEASE SET FORTH IN PARAGRAPH 21 HEREOF AND ANY RISK DISCLOSURE STATEMENT PROVIDED BY STAKINY.Each Member acknowledges and agrees to the following:
Trading in Admitted Digital Assets is volatile and markets shift quickly in terms of price, liquidity, market depth and trading dynamics;
The information presented on or through the Stakiny Infrastructure is made available solely for general information purposes and Stakiny does not warrant the accuracy, completeness or usefulness of this information;
The Member is solely responsible and liable: for any and all trading and non-trading activity on the Stakiny Infrastructure and for the Member’s Trading Account; and for knowing the true status of any position or contract with any other party on the Stakiny Infrastructure, even if presented incorrectly by the Stakiny Infrastructure at any time.
In the event of any conflict between the information reflected in the Member’s Trading Account or elsewhere on the Stakiny Infrastructure and information on the books and records of Stakiny, the books and records of Stakiny shall control, even if this results in Losses to the Member or increases the Member’s Losses;
The Member shall be fully responsible and liable for its trading and non-trading actions and inactions on the Stakiny Infrastructure and all gains and Losses sustained from its use of the Stakiny Infrastructure and any of the Services; to be fully responsible for safeguarding access to, and any information provided through, the Stakiny Infrastructure and any of the Services, including its Trading Account, Digital Assets addresses, private keys, usernames and passwords;
The Member shall have no right whatsoever to claim damages, specific performance or compensation in any form from Stakiny as a result of actions it takes in its administration of the Admitted Digital Asset market;
There is no guarantee against Losses on the Stakiny Infrastructure, and the Member may lose more than is in its Trading Account if it engages in short selling on the Stakiny Infrastructure, engages other Services or if there is a Force Majeure Event.
The Member’s failure to respond promptly to requests of Stakiny can result in the forced liquidation of Admitted Digital Assets in the Member’s Trading Account in Stakiny’s sole discretion. Or you further acknowledge and agree that Stakiny is not liable for any Losses or issues that may arise from your transactions with third parties, including but not limited to legality (including any consequences for illegal transactions that may be triggered under these Terms). Digital Assets may not be compatible with third-party software or other technology provided by a third party. Stakiny does not guarantee the security or functionality of third-party software or technology and is not liable for Losses due to the failure or malfunction of third-party software or technology.
ROLE OF STAKINY
Stakiny does not generally act as principal, counterparty or market-maker in the transactions effected through trading on the Stakiny Infrastructure. However, from time to time, Stakiny may choose to do so or to contract with third Parties to do so. When Stakiny is transacting on the Stakiny Infrastructure, its orders, trades and other transactions will be treated the same as, or provided lower priority than, a Member’s orders, trades or other transactions. Additionally, Stakiny administers the Stakiny Infrastructure for the bids and offers of Admitted Digital Assets. Stakiny does not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms or any other schemes. Stakiny does not accredit, supervise, inspect, evaluate or license any third Party who may provide or purport to provide any of the foregoing.
WITHDRAWALS AND DEPOSITS
Stakiny reserves the right to process and send withdrawals from each Member’s Trading Account using Digital Assets. You acknowledge and agree that certain Admitted Digital Assets may be subject to restrictions which require whitelisting and that withdrawal of such Admitted Digital Assets may require the use of a whitelisted address. In processing and sending any withdrawals in one or more Admitted Digital Assets, or when processing and receiving deposits, to a Member’s Trading Account, Stakiny or its Associates may be required to share the Member’s user information with other contractual Parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Stakiny and its Associates to share this information with such contractual third Parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Stakiny and its Associates from any liability, error, mistake or negligence related thereto except to the extent that it is finally judicially determined to result from the bad faith of Stakiny or such Associate.
ADMISSION TO TRADING PLATFORM:
IMPORTANT: You acknowledge that Stakiny may charge Issuers for their use of the Admission to Trading Platform to facilitate the purchase and sale of Admitted Digital Assets. The amount of any fee is agreed between the Issuer and Stakiny.
Stakiny facilitates the purchase of Admitted Digital Assets by Members from Issuers. Neither Stakiny nor any of its Associates recommends any: Issuer, Admitted Digital Asset or purchase by you of Admitted Digital Assets through the Admission to Trading Platform. If you decide to purchase Admitted Digital Assets through the Admission to Trading Platform, that purchase: (i) will be subject to the terms you agree upon with the Issuer for the purchase and sale of the Admitted Digital Assets (the “Purchase Agreement”), and (ii) may be subject to limitations described on the Admission to Trading Platform.
To purchase Admitted Digital Assets in any Offer of Securities through the Admission to Trading Platform, you must transfer sufficient Digital Assets from your Trading Account to the account for the Issuer identified in the Admission to Trading Platform. The Stakiny platform will be used to facilitate: (i) the transfer from your Trading Account to the Issuer’s account the number and type of Fiat or Digital Assets you agree upon with the Issuer for the Admitted Digital Assets; (ii) the transfer from the Issuer to your Trading Account the Admitted Digital Assets upon consummation of an Offer of Securities; and (iii) other administrative matters such as execution of the Purchase Agreement between you and the Issuer, submission of information about you by the Issuer and confirming receipt and delivery of Digital Assets or Admitted Digital Assets, as applicable, by the Issuer and by you. Stakiny may, as agreed with Issuers, hold back or receive as compensation certain amounts of Digital Assets allocated from you to an Issuer.
Admitted Digital Assets will generally be allocated on either a prorated or “first come, first served” basis; however, the structure of the sale will be set by the Issuer and described in the Issuer Submissions.
USER SUBMISSIONS; FEEDBACK AND SUGGESTIONS
The Stakiny Infrastructure or certain Services may contain Member profile pages, forums, groups and other interactive features that allow Members and Other Market Participants to post, submit, publish, display or transmit to Other Market Participants’ content or materials (collectively, “User Submissions”) on or through the Site. You hereby grant Stakiny and its Affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, modify, publish, transmit, broadcast, display and distribute the User Submissions in any and all media or distribution methods, whether now known or later developed. In order to use the Site and the Services, you hereby agree that you are responsible for, and indemnify and save and hold harmless Stakiny and its Associates from, any User Submissions that you submit or contribute, and that you, not Stakiny or its Associates, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. Stakiny and its Associates are not responsible, or liable to any Person, for the content or accuracy of User Submissions posted by any Member or Other Market Participants of the Stakiny Infrastructure.
Without limiting the scope of paragraph 9.1, by sharing feedback and suggestions with Stakiny or its Associates, you grant Stakiny and its Associates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license (with the right to sublicense) to any intellectual property rights that you may have in the feedback and suggestions it shares with Stakiny or its Associates to use, including to improve the Services, copy, reproduce, modify, publish, transmit, broadcast, display and distribute. You hereby agree that by submitting feedback or suggestions to Stakiny or its Associates, the Member is not entitled to any form of compensation should Stakiny or its Associates consider or develop technology that is the same or similar to such feedback or suggestions.
ISSUER SUBMISSIONS
Stakiny has not verified issuer Submissions for adequacy, accuracy or completeness. Stakiny and its Affiliates are not responsible for the legality, reliability, accuracy and appropriateness of such content or materials. Furthermore, the use of the information provided may be restricted by the Issuer under any additional terms they may require. Any relationship arising between the Member and the Issuer as a result of the Member’s ownership of Admitted Digital Assets or otherwise shall be exclusively between the Member and the Issuer. The Member is personally responsible for verifying any information that it finds on the Site or otherwise on the Stakiny Infrastructure that it wishes to rely on, whether for investment decisions or otherwise.
PROHIBITED USES
No Member admitted by Stakiny shall use the Site or any of the Services to engage in the categories of activity set forth below (the “Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. By using the Site or any of the Services, you confirm that you will not engage in any of the following Prohibited Uses:
use the Stakiny Infrastructure or any Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband;
use the Stakiny Infrastructure or any Services if any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws and El Salvador Law, prohibit, penalise, sanction or expose Stakiny or any of its Associates to liability for any Services furnished or offered to the Member or the Member’s Trading Account(s) under these Terms of Service;
use the Stakiny Infrastructure or any of the Services, or any financial Services of a U.S. Financial Institution in connection with the Site or any of the Services, whether or not an Affiliate or Associate of Stakiny, to facilitate, approve, evade, avoid or circumvent any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws and El Salvador Law;
use the Stakiny Infrastructure or any Services to evade taxes under the Laws of any jurisdiction(s) applicable to the Member or the Stakiny Infrastructure;
trade on the Stakiny Infrastructure, or use any Services, with anything other than Fiat, Digital Assets, keys, property or Admitted Digital Assets that the Member has legally obtained;
use the Stakiny Infrastructure or any Services to interfere with or subvert the rights or obligations of Stakiny, any Associate, any Other Market Participant or any other Person;
post, submit, publish, display or transmit any Member Submission that violates these Terms of Service or the rights of any Person, including the intellectual property rights of any Person;
present misleading or inaccurate information to Stakiny, any Issuer or take advantage of any technical glitch, malfunction, failure, delay, default or Security Breach;
use the Site, any Services or the Stakiny Infrastructure to cause a Security Breach, whether through direct access, use of automated programs or otherwise;
use the Stakiny Infrastructure or any Services to engage in conduct that is detrimental to Stakiny, any Associate, any Issuer, any Other Market Participant or any other Person;
use the Stakiny Infrastructure or any Services in contravention of the Stakiny Market Supervision Rules section of the Stakiny Business Rules for Members;
falsify any Trading Account, Digital Assets address, exchange or administration details provided to Stakiny or any of its Associates, impersonate another Person or misrepresent its affiliation with a Person;
post, submit, publish, display or transmit any Member Submission that is likely to deceive any Person;
falsify or materially omit any information or provide misleading or inaccurate information requested by Stakiny or any of its Associates, including during the course of administering any Services to the Member;
cause injury to, or attempt to harm, Stakiny, any of its Associates or any Person through the Member’s access to the Site, any Services or the Stakiny Infrastructure, including, posting, submitting, publishing, displaying or transmitting any: (i) Member Submission that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; or (ii) order or transaction intended to take advantage of any error by another Person or manipulate an Admitted Digital Assets market;
promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;
give the impression that a Member Submission emanates from or is endorsed by Stakiny or its Associates or any other Person if that is not the case;
have more than one registered identity on the Stakiny Infrastructure, or use any Trading Account on a one-time, ‘throwaway’ basis; any such additional Trading Accounts or one-time ‘throwaway’ Trading Account may be terminated or suspended at the absolute discretion of Stakiny;
acknowledging and agreeing that the Member is subject to prohibitions or restrictions as set forth in paragraph 4, access the Site, any Services or the Stakiny Infrastructure utilizing any virtual private network, proxy service, or any other Third-Party Service, network or product with the effect of disguising the Member’s IP address or location, or access the Site, any Services, the Stakiny Infrastructure using a Digital Assets address in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
access the Site, any Services or the Stakiny Infrastructure while the Member is present in or is subject to the jurisdiction of any Prohibited Jurisdiction, the U.S. or any jurisdiction in which use of the Admission to Trading Platform is unlawful or a Government or Government Official of any Prohibited Jurisdiction;
post, submit, publish, display or transmit any advertising or promotional material without the prior written consent of Stakiny or its Associates;
utilise a Trading Account, the Site, any Services or the Stakiny Infrastructure for the financial or other benefit of a Prohibited Person or any Person Present in the U.S. or in any jurisdiction in which any of the Stakiny Infrastructure or Services are unlawful;
utilise a Trading Account, the Site, any Services or the Stakiny Infrastructure for the financial or other benefit of any other Person unless the utilisation by Member for the financial or other benefit of any other Person is lawful under all applicable Laws; or
violate, promote, cause a violation of or conspire or attempt to violate these Terms of Service or applicable Laws.
If Stakiny determines or suspects that the Member has engaged in any Prohibited Use, Stakiny may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanctions may include, but is not limited to, removing or declining to post any User Submissions provided by the Member, or applying any of the disciplinary actions set forth in the Stakiny Disciplinary Rules section of the Stakiny Business Rules for Members (the “Disciplinary Rules”) or Default Rules.
Sanction may also include making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; confiscation of any funds, property, proceeds, or any Digital Assets in your Trading Account; blacklisting any Digital Assets Address and/or suspending or terminating your access to the Site and any Services or funds, property, proceeds, or any Digital Assets in your Trading Account. Stakiny may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant or in accordance with Laws. In addition, should your actions or inaction result in Loss being suffered by Stakiny or any of its Associates, you shall pay an amount to Stakiny or the Associate so as to render Stakiny or the Associate whole, including the amount of taxes or penalties that might be imposed on Stakiny or the Associate.
OTHER SITE REQUIREMENTS
To the extent any requirement listed in this paragraph 12 conflicts with a provision of the Service Terms, the Service Terms shall prevail. Without limiting the scope of requirements set forth in the Service Terms, if you are granted access to the Site or any of the Services, you must:
comply with all applicable Laws and not participate in, facilitate or further illegal activities;
immediately notify Stakiny if you learn of a Security Breach or other illegal activity on the Services;
Protect your Trading Account name and password;
not engage in any activity that is harmful to Stakiny, our users, Members, Affiliates or Third-Party Service providers;
not use any automated process to access or use the Services or any process, whether automated or manual, to capture data or content from the Site or the Stakiny Infrastructure or circumvent any mechanisms for preventing the unauthorised reproduction or distribution of the Services for any reason; and
not use the Services or any process to damage, disable, impair or otherwise attack the Services, the Stakiny Infrastructure, the Site or the networks connected thereto.
To prevent violations and enforce these Terms of Service and remediate any violations, including engaging in any suspicious activity, Stakiny shall have the right to suspend, terminate or impose any of the sanctions set forth in the Service Terms on you within its sole and absolute discretion at any time, including but not limited to upon the occurrence of an Event of Default.
ACCESS
You are responsible for obtaining at your own expense all equipment and Services needed to access the Site or, if admitted as a Member, the Services. If you are accessing the Site by a mobile device, your wireless carrier may charge you fees for data, text messaging and other wireless access or communications Services. Stakiny does not guarantee that the Site can be accessed through all wireless devices or Service plans or are available in all geographical locations.
DUE DILIGENCE GENERALLY, ANTI-MONEY LAUNDERING AND COUNTER-TERRORIST FINANCING
Stakiny is committed to providing safe, compliant and reputable Services to identify, detect, prevent, and report on money laundering, terrorist financing and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, Stakiny insists on a comprehensive and thorough Member due diligence process and ongoing analysis and reporting. Each Member admitted by Stakiny shall affirmatively certify that it is not a Prohibited Person and is not utilising a Trading Account for the benefit of a Prohibited Person, and shall provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Stakiny or any of its Affiliates. Each Member shall agree to provide promptly any documentation, information, or records requested by Stakiny at any time, including a self-certification permitting the determination of tax residence and status as required under Tax Information Exchange Laws. Such information may include, but is not limited to, self-certifications as to beneficial ownership and control. Additionally, Stakiny may assess whether you are a U.S. Person or Present in the U.S. and whether you have made, will make or intend to make a transfer to, from or through any Prohibited Jurisdiction or any U.S. Financial Institution, and, if applicable, you must provide such information requested and necessary to satisfy such due diligence requirements. Stakiny needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and Stakiny hereby expressly reserves the right to keep such information, documentation and records. Additionally, Stakiny monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and economic sanctions laws, as well as undertakes mandatory reporting to FinCEN, OFAC, FIA, FIU, and international regulators. These undertakings shall apply even when the applicable Member suspends or terminates its relationship with Stakiny or abandons its application to have a Trading Account. Stakiny’s policies apply to any and all Admitted Digital Assets, Fiat and other funds or property being exchanged on or through the Stakiny Infrastructure or by any of the applicable Member or its Affiliates.
Subject to the procedures set forth in the Disciplinary Rules, Stakiny reserves the right to bar transactions from or to, to undertake enhanced due diligence or to suspend the administration of Services, or the creation or administration of any Trading Account for or with, any Member for any reason (or for no reason) at any time, subject to any limitations imposed by applicable Laws. In lieu of refusing registration, access or ongoing administration of a Member’s Trading Account, Stakiny may, in its sole discretion, perform enhanced due diligence procedures. At all times, any Member may be subject to enhanced due diligence procedures in its use of the Stakiny Infrastructure or any Service. If a Member declines to provide requested due diligence information or otherwise does not reply timely or substantively with the documentation or data requested, Stakiny has the absolute discretion to apply formal disciplinary actions in accordance with the Disciplinary Rules.
CHANGE IN SERVICE
You acknowledge and agree that nothing in these Terms of Service constitutes an undertaking by Stakiny to provide updates, modifications or enhancements to the Site or to continue providing you with access to the Site, or any aspect or portion of the Site, in the future. Stakiny may, in its sole discretion, change any aspect of the Site and/or the Services or discontinue the Site and/or the Services without prior notice to you.
INTELLECTUAL PROPERTY
You acknowledge that the trademarks, Service marks and trade names, including both word marks and design marks (the “Mark(s)”) are used by Stakiny under license. You agree not to appropriate, copy, display or use the Marks or other content without express, prior, written permission from Stakiny or the owner of the Marks, including as a domain name, as a social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in internet search results, in metadata or code or in any other manner.
You acknowledge that unless otherwise indicated, all materials on the Site and, as applicable, the Stakiny Infrastructure, are used by Stakiny under license (“Copyrights”). You agree not to appropriate, copy, display or use the Copyrights or other content without express prior written permission from Stakiny or the third-Party owner.
You may link to the Site homepage or other pages, provided you do so in a way that is fair and legal and does not damage Stakiny’s reputation or take advantage of it, but you shall not establish a link in such a way as to suggest any form of association, approval or endorsement on Stakiny’s part without prior express written consent.
Each Member admitted by Stakiny acknowledges that Stakiny may provide certain social media features that enable the Member to link, send communications or display certain content from the Stakiny Infrastructure. The Member shall have the option to use these features solely as Stakiny provides them. The Member shall not establish a link from any website that is not owned by the Member, cause the Stakiny Infrastructure or portions of it to be displayed on or by any other Site (for example, framing, deep linking, or in-line linking) or otherwise take any action with respect to the materials on the Stakiny Infrastructure that is inconsistent with any other provision of these Terms of Service.
You acknowledge that the Services and, as applicable, the Stakiny Infrastructure, are protected by copyright, trademark and other intellectual property or proprietary rights Laws in various jurisdictions and that all rights not expressly granted to you in these Terms of Service or any applicable Membership Agreement are reserved. Except as expressly authorised by Stakiny, you agree that you shall not (i) license, sublicense, rent, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any Person all or any part of the Site or, as applicable, the Stakiny Infrastructure or the Services in any way; (ii) copy, modify, republish, distribute or make derivative works based upon all or any part of the Site or, as applicable, the Stakiny Infrastructure or Services; (iii) “frame” or “mirror” all or any part of the Site or, as applicable, the Stakiny Infrastructure or Services on any other server or wireless or Internet-based device; or (iv) reverse-engineer or access all or any part of the Site or, as applicable, the Stakiny Infrastructure or the Services in order to (a) build a competitive product or Service, (b) build a product or Service using similar ideas, features, functions or graphics of all or any part of the Stakiny Infrastructure or Services, or (c) copy any ideas, features, functions or graphics of all or any part of the Site or, as applicable, the Stakiny Infrastructure or Services.
YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to Stakiny on each day on which you utilize the Stakiny Infrastructure or the Services or access the Site, in each case with reference to the facts and circumstances existing at such date, as follows:
if an individual who you are 18 years of age or older and has the capacity to contract under applicable Laws;
if you are acting on behalf of an organisation, (i) it is duly organised and validly existing under the applicable Laws of its jurisdiction of organisation and (ii) the Member, and any individuals utilising the Services on its behalf, are duly authorised to act on its behalf;
that neither you nor any Person using the Stakiny Infrastructure on your behalf is a U.S. Person, or is using the Stakiny Infrastructure in a manner restricted or prohibited by paragraph 4 of these Terms of Service or any applicable Laws;
that you understand the risks associated with using the Stakiny Infrastructure, that you are not prohibited or restricted from using the Stakiny Infrastructure by paragraph 4 of these Terms of Service, and that applicable Laws do not otherwise prohibit you from using, or acting for the benefit of another Person that is prohibited or restricted from using, the Stakiny Infrastructure and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding the applicable Membership Agreement and the Services;
that, prior to trading any Admitted Digital Asset, you (i) have carefully considered and have, to the extent the Member believes such discussion necessary, discussed with the Member’s professional legal, tax, accounting and financial advisers the suitability of the relevant Admitted Digital Asset and (ii) have carefully reviewed any Issuer Submissions for such Admitted Digital Asset, which may include details regarding technology, functionality, risks and marketplace considerations;
you agree and acknowledge that Stakiny has not verified Issuer Submissions for adequacy, accuracy or completeness and Stakiny and its Affiliates are not responsible for the legality, reliability, accuracy and appropriateness of such content or materials;
that neither you nor any Person using the Stakiny Infrastructure on your behalf will use the Stakiny Infrastructure or any Services to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Assets, Fiat, property, funds or proceeds;
that neither you nor any Person using the Stakiny Infrastructure on your behalf will trade or otherwise transact on the Stakiny Infrastructure or use any Services with anything other than Admitted Digital Assets that have been legally obtained, in which you have good and marketable title or other relevant and sufficient rights thereto and that are not subject to any liens, claims and encumbrances that are inconsistent with such transactions on the Stakiny Infrastructure or use of Services;
that you are in compliance with, and must, at your own cost and expense, comply with all applicable Laws that relate to or affect the Services conducted under these Terms of Service and the applicable Membership Agreement, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws, and El Salvador Law;
that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws or El Salvador Law as Stakiny may reasonably determine;
that neither you nor any of your Affiliates shall use any Admitted Digital Assets, Fiat, property, proceeds or funds subject to the Services or the Stakiny Infrastructure directly or indirectly: (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorised under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, Economic Sanctions Laws or El Salvador Law;
that neither you nor any Person using the Stakiny Infrastructure on your behalf has (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation under; or (iv) received any other report that you or they are the subject or target of sanctions, restrictions, penalties or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws or Economic Sanctions Laws;
that neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer or conduct, whether or not by using or receiving the Services from any Trading Account or Digital Assets address, that is likely to result in you or any of your Affiliates becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Admitted Digital Assets, Fiat, funds or property to, from or through any Trading Account or Digital Assets address, or engaging in any transaction on the Stakiny Infrastructure from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction; or (v) otherwise a Prohibited Person;
that neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including any Admitted Digital Assets or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
that neither you nor any Person using the Stakiny Infrastructure on your behalf will falsify any Trading Account or registration or administration details provided to Stakiny, any of its Affiliates or any Issuer;
that neither you nor any Person using the Stakiny Infrastructure on your behalf will falsify or materially omit any information or provide misleading or inaccurate information requested by Stakiny, any of its Affiliates or an Issuer in the course of, directly or indirectly relating to, or arising from its activities on the Stakiny Infrastructure or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to Stakiny or any of its Affiliates becomes incorrect or outdated, including information relating to its beneficial ownership, it will promptly provide corrected information to Stakiny in accordance with Section 6.1(b) of the Membership Rules;
that you and each Person using the Stakiny Infrastructure on your behalf shall employ reasonable anti-Virus, anti-malware and other software and techniques to protect you and your Trading Account from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Trading Account and to keep such Trading Account and the access to the Stakiny Infrastructure out of the reach of other Persons;
that you and each Person using the Stakiny Infrastructure on your behalf shall not introduce or transmit any Virus into the Stakiny Infrastructure or Stakiny and its Affiliates’ computer systems;
that you acknowledge and agree that admitted Digital Assets or other property reflected in your Trading Account are not segregated assets held in your name or for your benefit but reflected only in the books and records of Stakiny;
that you acknowledge and agree that any trading or other instructions received or undertaken through the Site with your login credentials or from your authorised e-mail address on file with Stakiny are deemed to be valid, binding and conclusive, regardless of whether there is any error resulting from an instruction made by you or any Person acting on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or any Person acting on your behalf or the malfunction of any device or compromise of credentials used by you or any Person acting on your behalf to deliver instructions, and that Stakiny and its Affiliates may act upon those instructions without incurring any liability or responsibility;
that you will fairly and promptly report all income associated with your activity on the Stakiny Infrastructure pursuant to applicable Laws and pay any and all taxes thereon;
that you own or control all rights in and to your User Submissions and have the right to grant the licenses granted above to Stakiny, its Affiliates and their respective licensees, successors and assigns;
that Stakiny and its Affiliates’ use of the User Submissions in connection with the Services does not and will not infringe the rights of any other Person or violate applicable laws or regulations;
that all of your User Submissions comply with these Terms of Service and the applicable Membership Agreement;
that you are not subject to a User Insolvency Event, and have no reason to believe that you will be subject to a User Insolvency Event in the following six (6) months; and
that you will accurately and promptly inform Stakiny if you know or have any reason to suspect that any of the foregoing representations or warranties was incorrect when made or is no longer correct when repeated.
NO REPRESENTATIONS AND WARRANTIES BY STAKINY
Stakiny makes no representations, warranties, covenants, or guarantees to you of any kind and, to the extent permitted by applicable Laws, Stakiny expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Site or, as applicable, the Stakiny Infrastructure and the Services. The Site and, as applicable, the Stakiny Infrastructure and the Services, are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. Stakiny may also provide access to features or Services that are identified as “beta” or “pre-release.” Without limiting the preceding sentences in this paragraph, you understand that such Services are still in development, may have bugs or errors, may be feature-incomplete, may materially change prior to a full commercial launch or may never be released commercially. You acknowledge that Stakiny is relying upon your representations, warranties, acknowledgements and agreements as a condition to providing the Site, or, as applicable, the Stakiny Infrastructure and the Services, and without your representations, warranties, acknowledgements and agreements, Stakiny would not provide the Site, or, as applicable, the Stakiny Infrastructure and the Services.
THIRD-PARTY SERVICES
In addition to these Terms of Service and the applicable Membership Agreement, the Member may be bound by any additional terms required by providers of Third-Party Services, including privacy settings, policies and/or procedures of the provider of Third-Party Services, which may differ from those of Stakiny and its Associates. Stakiny and its Associates make no representations about, accept no liability for and are unable to control any Third-Party Services or the privacy, security or other practices of any provider of Third-Party Services. Further, Stakiny and its Associates are not responsible for the accuracy or reliability of any information, data, opinions, policies, advice or statements contained in Third-Party Services or the Services offered thereby, and it is the Member’s sole responsibility to review such information.
NO ADVICE
The Services are complex and carry a high level of risk and are not appropriate for Persons who do not possess the appropriate level of knowledge and experience to deal in them. If Stakiny admits you as a Member, Stakiny is under no obligation to assess the suitability of the Services for you and any comment or statement which may be made by Stakiny or any of its Associates as to the suitability of the Services to you should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such. If Stakiny admits you as a Member, you acknowledge that Stakiny: (i) is not your broker, lawyer or advisor and does not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms or any other schemes; and (ii) has no fiduciary relationship or obligation to you regarding any decisions made by you with respect to use of the Services. You further agree that the only duties and obligations that we owe to you are those set out expressly in these Terms of Service.
LIMITATION OF LIABILITY AND RELEASE
IMPORTANT: To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that no Associate assumes any liability or responsibility for, and no Associate shall have any liability or responsibility for any Losses directly or indirectly arising out of or related to:
any breach by you of these Terms of Service;
any breach by you of your Membership Agreement;
the Site, and your use of it, except as explicitly provided for in these Terms of Service;
the Stakiny Infrastructure, the Admission to Trading Platform and your use of any of them, except as explicitly provided for in these Terms of Service;
the Services, and your use of any of them, except as explicitly provided by your Membership Agreement or these Terms of Service;
any failure by you, any of your Affiliates or any Issuer to comply with applicable Laws;
any information or materials available through the Stakiny Infrastructure, whether Issuer Submissions, available through or Third-Party Services or originating from Stakiny, any of its Associates or any Issuer;
the real or perceived value of any currencies or Admitted Digital Assets sold through the Admission to Trading Platform or traded or utilized on the Stakiny Infrastructure, or the price of any Admitted Digital Asset displayed on the Stakiny Infrastructure at any time;
any inaccurate, misleading or incomplete statement (i) by Stakiny; (ii) in any Issuer Submission; or (iii) on the Stakiny Infrastructure regarding Admitted Digital Assets or the Member’s Trading Account, in each case whether caused by Stakiny’s negligence or otherwise;
any failure, delay, malfunction, interruption or decision (including any decision by Stakiny to vary or interfere with the Member’s rights) by Stakiny in operating the Stakiny Infrastructure or providing any Service;
any stolen, lost or unauthorised use of the Member’s Trading Account information, any breach of security or data breach related to the Member’s Trading Account information or any criminal or other third-party act affecting Stakiny or any Associate;
any offer, representation, suggestion, statement, or claim made about Stakiny, the Stakiny Infrastructure or any Service by any Associate;
any delay in transferring in or out, or loss of value of Fiat or Digital Assets resulting from failure or insolvency of any third party, or from the theft of such assets, or from freezes, seizures or other legal process asserted by a Government; and
any claim that any Fiat or Digital Assets to which you claim legal or beneficial ownership are legally or beneficially owned by any Person other than you.
The Member shall agree to release the Associates from liability for any and all Losses, and the Member shall indemnify and save and hold the Associates harmless from and against all Losses; provided, however, that no release or indemnification by Member shall be made to the extent that any Losses shall be finally judicially determined to have resulted from the bad faith of the Associates. To the extent permitted by Law, the foregoing limitations of liability, releases and indemnities shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of Law or regulation or any other basis, even if the Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.
NO INSURANCE
You hereby acknowledge that Admitted Digital Assets are not subject to the protections or insurance provided by Stakiny or any Government. In addition, although any Person may maintain insurance for its own benefit in connection with its business, this insurance, if maintained, is solely for the benefit of such Person and does not guarantee or insure the Other Market Participants of the Stakiny Infrastructure in any way.
NO WAIVER; AVAILABLE REMEDIES
Any failure by any Associate to exercise any of its rights, powers, or remedies under these Terms of Service or your Membership Agreement, or any delay by Stakiny in doing so, does not constitute a waiver of any such right, power or remedy. The single or partial exercise of any right, power or remedy by any Associate does not prevent any of them from exercising any other rights, powers or remedies. The remedies of each Associate are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms of Service or the applicable Membership Agreement, or by Law or equity. You hereby agree that the remedies to which each Associate is entitled include: (i) injunctions to prevent breaches of these Terms of Service or the applicable Membership Agreement and to enforce specifically the terms and provisions hereof and thereof, and the Member waives the requirement of any posting of a bond in connection with such remedies; (ii) the right to recover the amount of any Losses by set-off against any amounts that Stakiny would otherwise be obligated to pay to the Member; and (iii) the right to seize and recover against any assets in the Member’s Trading Account, or the Member’s interests therein, that are held by any Associates.
FORCE MAJEURE
You hereby agree that Stakiny is not responsible for damages caused by delay or failure to perform undertakings under these Terms of Service or any applicable Membership Agreement when the delay or failure is due to a Force Majeure Event. In the event of a Force Majeure Event, Stakiny is excused from any and all performance obligations under these Terms of Service or any applicable Membership Agreement.
ASSIGNMENT: THIRD-PARTY RIGHTS
Assignment by you: These Terms of Service and any applicable Membership Agreement, and any of the rights, duties and obligations contained or incorporated herein or therein, are not assignable by you without prior written consent of Stakiny. Any attempt by you to assign these Terms of Service and any applicable Membership Agreement without written consent is void.
Assignment by Stakiny: These Terms of Service and any applicable Membership Agreement, and any of the rights, duties and obligations contained herein or therein, are freely assignable by Stakiny, in whole or in part, without notice or your consent (for clarity, this assignment right includes the right for Stakiny to assign any claim, in whole or in part, arising hereunder).
Effect of Valid Assignment: Subject to the foregoing, these Terms of Service and any applicable Membership Agreement, and any of the rights, duties, and obligations contained or incorporated herein or therein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of Stakiny. None of the provisions of these Terms of Service or any applicable Membership Agreement, or any of the rights, duties and obligations contained or incorporated herein or therein, are for the benefit of or enforceable by any creditors of you or Stakiny or any other persons, except (i) such as inure to a successor or assign in accordance herewith and (ii) that the Associates of Stakiny are intended third-Party beneficiaries of the rights and privileges expressly stated to apply to the Associates hereunder and shall be entitled to enforce such rights and privileges (including those rights and privileges set out in paragraphs 21 and 30) as if in direct privity under these Terms of Service or any applicable Membership Agreement, subject to the conditions and limitations hereof and thereof including those relating to the resolution of disputes. No consent of any Person is required for any modification or amendment to these Terms of Service or any applicable Membership Agreement.
TERM AND TERMINATION
The relationship between you and Stakiny with respect to the Site may be terminated at any time for any reason by either Party. If you are admitted as a Member, this provision shall be subject to any requirements set forth in the Service Terms with respect to Members.
SEVERABILITY
If any provision of these Terms of Service or part thereof, as amended from time to time, is determined to be invalid, void or unenforceable, in whole or in part, by any court or arbitrator of competent jurisdiction, such invalidity, voidness or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity or voidness, as may be, and everything else in these Terms of Service continues in full force and effect.
SHARING OF PERSONAL INFORMATION
From time to time, Stakiny receives information requests from Governments, law enforcement agencies and courts around the world. In this context, Stakiny might be ordered to share and/or will provide on a voluntary basis, if this appears reasonable and necessary, your Personal Information with/ law enforcement agencies, the Persons identified by a court and/or the Government. For more information on the sharing of Personal Information, please refer to the Stakiny Privacy Statement available here.
ELECTRONIC COMMUNICATIONS
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Stakiny may provide in connection with these Terms of Service through publication on any part of the Site or, as applicable to you, if you are admitted by Stakiny as a Member, through the Stakiny Infrastructure or to your authorised e-mail address on file with Stakiny. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or, if applicable, the Stakiny Infrastructure or on which the e-mail is sent to such authorised e-mail address.
GOVERNING LAW; DISPUTE RESOLUTION
These Terms of Service shall be governed by and construed and enforced in accordance with the Laws of El Salvador and shall be interpreted in all respects as a contract governed by such Laws. Any transaction, dispute, controversy, claim, or action arising from or related to your access to or use of the Site or these Terms of Service shall likewise be governed by the Laws of El Salvador, exclusive of choice-of-law principles.
Except as described in paragraph 30.4, any dispute, claim, controversy or action arising out of or related to (i) these Terms of Service or the existence, breach, termination, enforcement, interpretation or validity hereof; (ii) your access to the Site; or (iii) if you are a Member, your Trading Account, the operations of the Stakiny Infrastructure or your access or use of the Services at any time, shall be subject to the exclusive jurisdiction of the IAC and shall first be submitted to mediation at the IAC under its Arbitration and Mediation Rules in force at the date on which the request for mediation is filed. If the dispute is not resolved by mediation, then the parties shall refer the dispute to arbitration at the IAC under its Arbitration and Mediation Rules in force on the date on which the request for arbitration is filed. Arbitration will be conducted through the use of videoconferencing technology (unless both Parties agree that an in-person hearing is appropriate given the nature of the dispute) before a single arbitrator. The sole arbitrator must be a lawyer with at least fifteen (15) years of experience in commercial disputes. If an arbitrator cannot be jointly appointed by the arbitration Parties within thirty (30) days of the commencement of the arbitration, an arbitrator meeting the above qualifications will be selected by the IAC. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. If the arbitral Parties do not promptly agree on the seat of arbitration if an in-person hearing is selected, the seat will be in San Salvador. The language of the arbitral proceedings will be Spanish. No discovery shall be conducted except by agreement of the Parties or after approval by the arbitrator, who shall attempt to minimise the burden of discovery. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorised by law, and the arbitral decision may be enforced in court.
You irrevocably and unconditionally agree and consent to the jurisdiction and venue provided in paragraph 30.2, and waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.
The following claims and causes of action will be excluded from arbitration as described in paragraph 30.2: causes of action or claims in which either party seeks injunctive or other equitable relief for the alleged unlawful use of its intellectual property, including, without limitation, copyrights, trademarks, trade names, trade secrets, or patents or its confidential information or private data. Nothing in this paragraph 30 will prevent Stakiny from seeking any other form of injunctive relief in any court of competent jurisdiction, whether or not interim relief has also been sought from the arbitrator.
You agree that you may bring claims against Stakiny only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding, whether with other users or any other Persons. No adjudicator may consolidate or join more than one Person’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any other user cannot and may not affect you.
The Parties will maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement or unless otherwise required by law or judicial decision.
The arbitrator will have the power to hear and determine challenges to its jurisdiction, including any objections regarding the formation, existence, scope, enforceability, or validity of the arbitration agreement. This authority extends to jurisdictional challenges with respect to both the subject matter of the dispute and the Parties to the arbitration. Furthermore, the arbitrator will have the authority to determine the existence, validity, or scope of the contract in which an arbitration clause is a part. For the purposes of challenges to the jurisdiction of the arbitrator, each clause within this paragraph will be considered as separable from any contract of which it forms a part. Any challenges to the jurisdiction of the arbitrator, except challenges based on the award itself, will be made not later than the notice of defense or, with respect to a counterclaim, the reply to the counterclaim; provided, however, that if a claim or counterclaim is later added or amended, such a challenge may be made not later than the response to such claim or counterclaim as provided under the IAC Arbitration and Mediation Rules.
JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR, IF YOU ARE ADMITTED AS A MEMBER, THE Stakiny SECURITIES TRADING FACILITIES OR THE SERVICES, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.