Last Updated: March 2021
These terms of service (this “Agreement”) is a binding contract between you, an individual or entity user or authorized representative of such user (“you” or “your”) and SafeGram (SG), Inc., a company formed pursuant to the laws of the Cayman islands or any successor operator of the Site (as defined below) (together with any successors or assigns “SG,” “we,” “us” or “our”). This Agreement governs your use of any website that links to these terms, including, but not limited to (and all related subdomains) and any related mobile applications, if any (collectively, the “Site”) and the services we provide via the Site (the “Services”).
If you are accessing the Site or using our Services on behalf of a business or corporate entity (“Organization”), then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In that event, “you” or “your” in this Agreement will refer to the Organization.
• General Terms and Conditions
1. Description. The Site provides users with general information about the Services and multiple related technology platforms, including, but not limited to (i) a technology platform that enables you to create and enter into simple contracts without the need for expensive legal services (the “safegram Platform”), which is further described in detail in Section 17, and (ii) a technology platform which permits issuers of Tokens (as defined below) to transact directly with purchasers of Tokens (the “Safe Launchpad ”), which is further described in detail in Section 18. “Token” means a digital representation of value that functions as (i) a medium of exchange, (ii) a unit of account, (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency such as BTC, LTC, and ETH.
2. No Advice. SG, and its shareholders, directors, officers, Affiliates (as defined below), employees, contractors, agents, partners, insurers, and attorneys (collectively, its “Associates”) do not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes. “Affiliate” means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the first mentioned Person.
3. Information Submitted to Us and Identity Checks.
1. Definitions.
1. “AML” means anti-money laundering, including, but not limited to, all Laws (as defined below) applicable to you 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, currency, or Tokens, including, but not limited to, 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.
2. “Anti-Corruption” means all Laws applicable to you prohibiting corruption or bribery of Government Officials (as defined below) , kickbacks, inducements, and other related forms of commercial corruption or bribery.
3. “CTF” means counter-terrorist financing.
4. “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 you or the Site.
5. “Government” means any national, federal, state, municipal, local, or foreign branch of government, including, but not limited to, 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, but not limited to, any parasternal company, or state-owned (majority or greater) or controlled business enterprise.
6. “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 this Agreement.
7. “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.
8. “Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Site.
9. “Person” means an individual, association, partnership, corporation, company, other corporate body, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality).
10. “Prohibited Jurisdiction” means the United States.
1. “Sanctioned Person” refers to any Person or Wallet 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 Wallet 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 Laws
2. “Sanctions List” means the “Specially Designated Nationals and Blocked Persons List” (the “SDN List”) and other non-SDN Lists, as determined in SG’s sole and absolute discretion, which may include, but is not limited to, the “Sectoral Sanctions Identifications List”, published by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by Financial Crimes Enforcement Network of the U.S. Department of the Treasury, and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the Financial Investigation Authority of the British Virgin Islands, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, 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), the Seychelles and the United Nations.
3. “Wallet” means a software application (or other mechanism) that provides a means for holding, storying, and/or transferring Tokens.
1. SG is committed to providing safe, compliant, and reputable Services and to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws. Accordingly, SG may, in its sole and absolute discretion, conduct a comprehensive and thorough user due diligence process and ongoing analysis and reporting. By agreeing to this Agreement, you shall affirmatively certify that you are not a Sanctioned Person, nor have you been suspended or blocked from using the Site or Services by SG, (collectively, a “Prohibited Person”) and are not utilizing the Services for the benefit of a Prohibited Person and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations as set forth in SG’s or its Associate’s sole and absolute discretion. You agree to provide promptly any documentation, information, or records requested by SG at any time, including, but not limited to, a self-certification permitting the determination of tax residence and status under applicable tax Laws. Such information may include, but is not limited to, self-certifications as to beneficial ownership. SG may need to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and SG hereby expressly reserves the right to keep such information, documentation, and records. Additionally, SG may monitor for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to applicable international regulators. These undertakings shall apply even when you suspend or terminate your relationship with SG. Our policies apply to any and all Tokens and other funds or property being exchanged on or through the Site or by any of you or your Affiliates.
2. Reservation of Rights. SG reserves the right to bar any transactions on the Site or through the Services, for or with, any user for any reason, or fo