Last Updated: April 23, 2019
The Realio Platform provides services (“Services”) designed to facilitate the offering and sale of private securities (the “Offering”) of issuers (“Issuers”). The Services also assist Issuers and investors through the use of Stellar, Hyperledger, Ethereum, Raven and Binance blockchain protocols and associated functionality in monitoring compliance for secondary trading. This is done through our implementation of a proprietary standard to produce a token that provides permissioned smart contracts that algorithmically enforce transfer restrictions with regard to proposed securities transfers (the “Token”). The Services form only a part of the services required for an Issuer to complete its Offering. In connection with the Offering, the Issuer will enter into an agreement with other third party providers to perform the other functions of the Offering (“Issuer Vendors”), including but not limited to, those that provide (a) services to receive, return, custody or escrow cryptocurrency or fiat currency for Registered Users (defined below), (b) broker dealer/placement agent services, and (c) services to convert the cryptocurrency into fiat currency. In connection with providing the Services to you, we also engage Realio Vendors (as defined below) to provide certain services to us.
To access and use the Services, you will need to first register for an account (“Account”) to become a registered user (“Registered User”) as per the process described below. The process to become a Registered User includes you providing identification and Offering qualification information. By creating an Account, you agree to (a) provide accurate, current and complete Account information about yourself, and obtain all necessary consents from third parties prior to providing any personal information about such third parties, or otherwise establish a valid legal basis for the provision of such personal information to us under applicable law, (b) maintain and promptly update from time to time as necessary your Account information, (c) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Realio Platform, or your Account. You represent that your use of the Services will not involve use in connection with any unlawful or otherwise undesirable activity (as determined by Realio in its absolute and sole discretion), including, but not limited to dealing in counterfeit goods, gambling, money laundering, or drug activity. Realio will block multiple accounts of the same user. Also, you agree that you will not: (i) create another Account if we’ve disabled one you had unless you have our written permission first, (ii) buy, sell, rent or lease access to your Account or username unless you have our written permission first, (iii) share your Account password with anyone, or (iv) log in or try to log in to access the Realio Platform through unauthorized third party applications or clients.
The Realio Platform may contain links to third-party websites (“Non Realio Websites”) and applications (“Non Realio Applications”). The Realio Platform may also provide services to you by integrating with the products and services of Non Realio Websites and Non Realio Applications. When you click on a link to a Non Realio Website or Non Realio Application, we will not warn you that you have left the Realio Platform and are subject to the Agreement and conditions (including privacy policies) of another website or destination. Such Non Realio Websites and Non Realio Applications and are not under the control of Realio. Realio is not responsible for any Non Realio Websites or Non Realio Applications. Realio provides these Non Realio Websites and Non Realio Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Non Realio Websites or Non Realio Applications, or their products or services. You use all links in Non Realio Websites, and Non Realio Applications at your own risk. When you leave the Realio Platform, our Agreement and policies no longer govern. You should review applicable agreement and policies, including privacy and data gathering practices, of any Non Realio Websites or Non Realio Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
The securities associated with any Offering in which you participate will be governed by the terms and conditions set forth in the applicable investment documents related to the specific offering provided to you. You may need to complete several steps to purchase securities in the Offering including, but not limited to, (i) completing Realio’s user registration process, which includes you providing identification and qualification information to the Realio Platform, (ii) entering into Offering agreements with the Issuer, (iii) funding one or more deposits into escrow in fiat currency or a specified cryptocurrency to reserve or maintain an allocation in the Offering, if required by the Issuer, (iv) confirming an intention to move forward with participation in the Offering at the closing, if required by the Issuer; (v) transferring the remaining purchase price amount beyond the deposit amounts, if any, to the Issuer at the closing of the Offering, (vi) creating a digital asset wallet with a third party identified by Realio, and (vii) providing other information to Realio or Issuer or taking other action as requested throughout the Offering process.
Certain actions that you are required to take to participate in the Offering must be done within short time periods, so it is critical that you stay actively engaged with Realio and the Issuer with respect to the Offering until the Offering is completed. This includes, but is not limited to, regularly checking the email address provided by you or logging on to the Realio Platform for periodic communications from the Issuer or Realio requiring you to take certain follow-up actions on a time sensitive basis. Failure to do so may result in the full loss of your deposits, denial of your participation in the Offering or any subsequent offering on the Realio Platform and/or other adverse consequences that may be reasonably imposed.
During the process of participating in the Offering, you as a Registered User may receive Confidential Information of Realio or Issuer. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Realio’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Realio, Realio’s business (including trade secrets, technical information, business strategies, marketing plans, customer and supplier lists, investment information, financial data, and proprietary information of third parties provided to Realio in confidence) that is labeled or identified as “confidential” or “proprietary”, Issuers or their Offerings, or that you otherwise know, or would reasonably be expected to know is confidential.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Realio, and our respective past, present and future employees, officers, directors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Realio Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Realio Platform, including without limitation, the associated Services and Realio Properties, (b) your violation of this Agreement and any other online agreements, investor documents, disclosure obligations, applicable laws and regulations, (c) your violation of the rights of a third party, including but not limited to Issuers or investors of securities, or (d) your negligence or willful misconduct arising out of relating to the Offering, including the Services, provided that you may not settle any Claim against Realio unless such settlement completely and forever releases Realio from all liability with respect to such Claim or unless Realio consents to such settlement, and further provided that Realio will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND REALIO.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY REALIO, THE REALIO PLATFORM AND ASSOCIATED SERVICES, AS WELL AS THE REALIO CONTENT CONTAINED THEREIN, AND TOKENS CREATED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. REALIO (AND REALIO VENDORS) MAKE NO WARRANTY THAT THE REALIO PLATFORM OR ANY ASSOCIATED SERVICES: (A) WILL MEET YOUR REQUIREMENTS, (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. REALIO DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE REALIO PLATFORM AND ANY REALIO CONTENT CONTAINED THEREIN.
REALIO WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE REALIO PLATFORM. WHILE REALIO ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE REALIO PLATFORM AND REALIO CONTENT THEREON SAFE, REALIO CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE REALIO PLATFORM, ITS ASSOCIATED SERVICES, REALIO CONTENT, ANY TOKENS CREATED THROUGH THE SERVICES OR OUR INFORMATION TECHNOLOGY SYSTEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
REALIO WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON THE REALIO CONTENT OR INFORMATION ON REALIO PROPERTIES OR THROUGH USE OF CRYPTOCURRENCY OR TOKENS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, INCORRECT CRYPTOCURRENCY WALLET ADDRESSES, BANK WIRE INFORMATION OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS, (C) CORRUPTED WALLET FILES, (D) UNAUTHORIZED ACCESS TO APPLICATIONS, (E) ACTS, OMISSIONS OR ERRORS BY ANY ISSUER, ISSUER VENDORS OR REALIO VENDORS, (F) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF CYBER ATTACK AGAINST THE REALIO PLATFORM, ANY ASSOCIATED SERVICES, INCLUDING THE TOKENS.
TOKENS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE CORRESPONDING BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY TOKENS OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
You accept and acknowledge:
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL REALIO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE REALIO PLATFORM OR ANY ASSOCIATED SERVICES, TOKENS, REALIO PRODUCTS, THIRD PARTY WEBSITES AND REALIO CONTENT, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF REALIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE REALIO PLATFORM, PRODUCTS, SERVICES, CONTENT OR THIRD PARTY WEBSITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF REALIO ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE REALIO PLATFORM, CONTENT, TOKENS OR ANY ASSOCIATED SERVICES OF THE REALIO PLATFORM EXCEED $500.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF REALIO FOR DEATH OR PERSONAL INJURY CAUSED BY AN EMPLOYEE OR REALIO’S NEGLIGENCE OR INTENTIONAL MISCONDUCT.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Realio Platform (or any features or parts thereof) or suspend or discontinue the Services at any time, with or without cause, and without liability therefor. If we make material changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the Realio Platform or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Realio Platform, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review the Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Realio Platform. If you do not agree to the revised Agreement, you may not access or use the Realio Platform.
Please read the following Arbitration Agreement in this Section carefully. It requires Users to arbitrate disputes with Realio and limits the manner in which such users can seek relief from us.
IF YOU AGREE TO ARBITRATION WITH REALIO, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST REALIO ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST REALIO IN AN ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
The arbitration will be conducted by an established alternative dispute resolution provider selected by Realio. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
This Agreement, including your access to and use of the Services made available on the Realio Platform shall be governed by and construed and enforced in accordance with the laws of the State of New York, (without regard to conflict of law rules or principles of the State of New York, or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in state or federal courts of the State of New York.
Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Realio Platform and the associated Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event, to the fullest extent permitted by applicable law. Prior to closing your Account, any Tokens associated with your Account must be sold to a third party in accordance with the terms of the applicable Tokens. If you have not transferred your Tokens, once your Account is closed, we will not be responsible or liable for any Tokens in your Wallet. In the event that you terminate your Account, after participating in an Offering but prior to closing of a sale of securities, this will be deemed as your withdrawal from the Offering and we will report it to authorities as required by law.
If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
The following sections will survive the expiration or termination of this Agreement and the termination of your Account: all defined terms and Sections 2, 3, 4, 5.2, 8, 9, 10, 11, 12.3, 12.4, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23.
Realio Properties are controlled and offered by Realio from its facilities in the United States of America. Realio makes no representations that Realio Properties are appropriate or available for use in other locations. Those who access or use Realio Properties from other countries do so at their own volition and are responsible for compliance with local law. The availability of the Realio Properties shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal. By accessing and using Realio Properties, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “State Sponsor of Terrorism”, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Realio Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Realio’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
This Agreement constitutes the entire agreement between you and Realio relating to your access to and use of the Realio Platform. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Realio prior, concurrent or subsequent circumstance, and Realio’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.