Terms of Use

 

1. Binding Agreement.

This is a binding Agreement (the “User Agreement,” the “Terms” or the “Terms of Use”) between you (“User,” “you,” “your,” “yourself,” and “customer”) and CrossTower Inc., its parents, successors, subsidiaries and affiliates ("CrossTower," “we"), which governs the terms of your use of the services provided by CrossTower described herein ("CrossTower Services" or "Services"). By accessing and logging on to this website to use an account through CrossTower.com or the CrossTower mobile application (collectively the "CrossTower Site"), you agree that you have read, understand, and agree to all of the terms and conditions contained in this User Agreement.

 

2. Arbitration.

IMPORTANT NOTICE: THIS USER AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. You agree that all disputes between you and CrossTower will be resolved by binding arbitration. You agree to give up your right to litigate disputes with CrossTower in court (other than small claims court). Arbitration procedures are more limited than court proceedings. The decisions made by an arbitrator are as enforceable as decisions made by a court.

 

3. This Agreement is Subject to Change.

This User Agreement is subject to modification by CrossTower at any time in CrossTower’s sole discretion and you will be bound by the latest version posted on the CrossTower Site. When we modify the website from time to time, we will send you an email notifying you of such change. It is also your responsibility to understand the changes to this User Agreement. It is important that you review the User Agreement whenever it is modified because if you continue to use the Services after we have modified the User Agreement, you are indicating to us that you agree to be bound by the modified User Agreement. If you do not agree to be bound by the modified Terms, you must stop using the Services. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

 

4. Important Risk Factors that Customers Should Read.

4.1 New Asset Class.

Digital Assets are a relatively new asset class and there is little history as to the digital asset market. However, like any asset class, the market value of digital assets may change. If you buy a Digital Asset, the value of the asset may go up or down. The following are some additional risks associated with Digital Assets. Please be advised that these risk factors are non-exclusive and do not disclose all risks. Please consider these and other risks carefully before using our Services. You are advised to contact the relevant advisors, such as financial, legal and accounting advisors, if you have questions about Digital Assets.

4.2 Digital Asset Market Risk.

The market for Digital Assets is speculative in nature and may be subject to large fluctuations in price. This means that if you purchase Digital Assets, you may lose some or all of your assets value. Unlike other asset classes, certain Digital Assets’ value may be difficult to assess due to a lack of information. For example, for traditional equities, fundamental analysis uses revenues, earnings, future growth, return on equity, profit margins, and other data to determine a company's underlying value and potential for future growth, which is available in a company's financial statements. For traditional commodities, fundamental analysis uses supply information and demand information in the marketplace. However, with respect to Digital Assets that are commodities, there may be no similar ability to predict the value, depending upon the Digital Asset. Participants often cite that there is a limited supply like a precious metal or cite market structure, but the asset class is too new and theories continue to develop as to how to value Digital Assets. Certain Digital Assets may be linked to underlying assets, such as precious metals or tangible assets like oil. However, the relationship between the underlying asset and the Digital Asset may not be clear. There are many important issues you should consider when valuing Digital Assets. Because Digital Assets are relatively new, they have only recently become accepted as a means of payment for goods and services, or as an asset class, and therefore, the use and liquidity of Digital Assets is limited. A significant portion of the demand for digital assets globally may be generated by speculators and investors, only seeking to profit. This market is rapidly developing.

4.3 Cyber/Fraud Risk.

The nature of Digital Assets may lead to an increased risk of cyber attack, account compromise or fraud. Any security breach caused by a cyber attack, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could result in the halting of a CrossTower’s operations or a loss of customers’ assets. Customers must adapt to technological change in order to secure and safeguard client accounts. While CrossTower believes it has developed an appropriate security system reasonably designed to safeguard Digital Assets from theft, loss, destruction and other issues relating to hackers and technological attack, such assessment is based upon known technology and threats. As technological change occurs, the security threats to Digital Assets will likely adapt and previously unknown threats may emerge. Furthermore, CrossTower believes that customers may become a more appealing target of security threats as the size of their assets grow. To the extent that CrossTower is unable to identify and mitigate or stop new security threats, Digital Assets may be subject to theft, loss, destruction or other attack, which could result in loss of assets. As with CrossTower, the CrossTower third party service providers may also be vulnerable to targeted attacks, unauthorized access, fraud, computer viruses, denial of service attacks, terrorism, firewall or encryption failures and other security problems. Attackers may seek to steal information about the CrossTower platform, financial data or user information or take other actions that would be damaging to you. In addition, transactions in Digital Assets may be irreversible, and, accordingly, losses due to accidental or fraudulent transactions may not be recoverable.

4.4 Lack of Control over Digital Assets.

The software protocols that underlie Digital Assets are typically open source projects, which means that (i) the development and control of such Digital Assets is outside of CrossTower’s control and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given Digital Asset. In many cases, for example, a Digital Asset lacks the governance aspects that generally pertain to equity securities and other forms of assets. For example, a holder of a Digital Asset does not have the right to appoint board members or otherwise vote on corporate actions of the entity that has issued the Digital Asset. There are not, for example, detailed private placement memorandum of Digital Assets disclosing material risks. As a result, customers may have limited, if any, ability to influence the actions of the issuer of the Digital Asset and may lack material information which could impact the value of any particular investment.

4.5 Regulatory/Compliance Risk with Digital Assets.

The legal characterization of certain Digital Assets is uncertain. This can mean that the legality of holding or trading them is not always clear, and may be subject to certain legal requirements or restrictions. Whether and how one or more Digital Assets constitute property, or assets, or rights of any kind may also be unclear. You are responsible for knowing and understanding how Digital Assets will be treated from a legal perspective.

4.6 Tax Risk of Digital Asset.

There is substantial uncertainty regarding the tax treatment of Digital Assets. As such, you should carefully consider your tax positions and the regulations promulgated by the Internal Revenue Service, which may change over time. You should contact your legal or accounting firm for legal and accounting advice.

4.7 Regulatory Risk.

The regulatory environment related to digital assets, virtual currencies, tokens, information security, privacy, data collection and use is changing very quickly. With new and constantly changing compliance requirements applicable to the CrossTower business, compliance with those requirements could result in additional costs, time from our employees to concentrate on interpretation and implementation and regulatory risk. If a regulatory body changes its interpretation or provides clarity over a law or practice, such change or clarification may have an impact on CrossTower’s compliance program. CrossTower retains the right, in its sole discretion, to immediately and without notice to you, enhance its system to be in alliance with any such change or clarification, even if it means that it has an adverse effect on you.

It is impossible to predict what, if any, changes in regulation may be implemented. These changes could impact you, CrossTower, the markets in which CrossTower operates, and the counterparties with whom we do business. The effect of any future regulatory change on the CrossTower or on you could be substantial and adverse. You should understand that the digital asset industry is dynamic and is expected to significantly change over time. Therefore, CrossTower or you may be subject to new or additional regulatory constraints in the future. CrossTower cannot anticipate every possible current or future regulation that may affect you, CrossTower, the digital asset industry or other market participants that interact with CrossTower. Such regulations may require CrossTower to disclose the identity of its customer, its customers’ positions, and other other information about our customers. CrossTower may, in its sole discretion, interpret and apply regulations even if it has an adverse impact on its customers. YOU ARE ADVISED TO CONSULT YOUR OWN LEGAL AND ACCOUNTING ADVISERS REGARDING YOUR PARTICIPATION AS A CUSTOMER ON THE CROSSTOWER EXCHANGE.

4.8 CrossTower is Not a Bank or a National Securities Exchange.

Assets held with or traded with a digital asset company are not insured by SIPC or FDIC insurance. CrossTower does not facilitate the trading of securities and is not a national securities exchange.

4.9 Technology Risk.

Access to CrossTower Services may become degraded or unavailable at any time, including during times of significant volatility or volume. This could result in the inability to buy or sell for periods of time and may also lead to support response time delays. Although we strive to provide you with excellent service, we do not represent that the CrossTower Site or other CrossTower Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. CrossTower shall not be liable for any losses resulting from or arising out of transaction delays.

4.10 Custody Risk.

Customers may choose, at the sole discretion of the customer, to have CrossTower or a third party entity that is integrated into the CrossTower platform perform custody of its digital assets. Custody involves storage in one or more “cold wallets,” “warm wallets” and/or “hot wallets.” This will require the custody provider the right to control private keys. CrossTower will take reasonable steps as it determines are necessary protect these keys and to prevent their exposure to hacking, malware and general security threats, but there can be no assurance that such steps will be adequate to protect such keys or the Digital Assets from such threats or that there will be no failure or penetration of the applicable security systems. There also can be no assurance that, to the extent a customer utilizes third-party custodial services, such third parties maintain required certifications with regulations, the loss of which could cause such custodians to not be deemed qualified custodians by various regulatory agencies. Additionally, as this is an evolving space, it will be difficult to judge best practice among such custodians.

4.11 Risk of Loss of Private Keys.

Various Digital Assets are controllable only by the possessor of unique private keys relating to the addresses in which the Digital Assets are held. The theft, loss or destruction of a private key required to access a Digital Asset is irreversible, and any such private key would not be capable of being restored. Any loss of private keys relating to digital wallets used to store Digital Assets could result in the loss of such Digital Asset.

4.12 Emerging Technology and Malicious Actors.

The ownership or transmission of Digital Assets is recorded or verified by a distributed ledger or other similar technology. The marketplace for such Digital Assets is still in its early stages of development, which may increase the risk of loss with respect to investments in Digital Assets in a number of ways. Digital Assets and their functions are generally governed by software run on a network of computers associated with such Digital Assets. Various issues related to such software and such computer networks could result in the diminution in value of Digital Assets, including, without limitation, undiscovered flaws in software, advancement in computing technology and third party attacks on computer networks.

4.13 Credit Risk.

In general, the industry for digital assets does not have a regulation that ensures that your assets are segregated from the assets of the trading platform or a regulation that requires that credit risk and/or leverage be managed in a particular manner. CrossTower segregates your assets from its own operating assets to ensure that there is no commingling of customer assets with CrossTower’s operating assets. When trading platforms offer credit or leverage to its customers and the platform does not request sufficient collateral, the trading platform will have to request that customers post additional collateral in the event that leverage and credit is insufficient given market moves. In the event that CrossTower calls collateral and a customer fails to post collateral, there may be trading losses in that account. Those trading losses may be so significant that there may be a failure of the trading platform. CrossTower currently does not offer credit or leverage. However, it intends on offering credit and leverage in the future. CrossTower will have a risk management system in place to ensure that it is sufficiently collateralized. However, there is always a risk that it incorrectly manages the risk.

 

5. Account Setup.

5.1 Eligibility and Representations.

5.1.1 Eligibility Subject to Change.

The eligibility requirements set forth herein may change from time to time and the use of certain CrossTower Services may require that CrossTower request additional information from you in order for you to continue your use of the CrossTower Services. The CrossTower Services are currently only available to individuals and institutions located in supported jurisdictions. For a complete list of currently supported jurisdictions, please contact CrossTower.

5.1.2 Natural Persons Registering.

If you are registering to use the CrossTower Services as a natural person, you must be at least 18 years of age and must not have been previously suspended or removed from the CrossTower Services or any other service or product offered by CrossTower to enter into this User Agreement.

5.1.3 Legal Entities Registering.

If you are registering to use the CrossTower Services on behalf of a legal entity, you represent and warrant that (i) you are duly organized and validly existing under the laws of the jurisdiction of your organization or incorporation and, if relevant under such laws, in good standing; (ii) you have the power to execute this User Agreement (and any other documentation relating to this User Agreement to which you are a party), to deliver this User Agreement and any other documentation relating to this User Agreement that you are required by this User Agreement to deliver and to perform your obligations under this User Agreement, (iii) you have taken all necessary action to authorize such execution, delivery and performance under the User Agreement; (iv) the execution, delivery and performance under this User Agreement do not violate or conflict with any law applicable to you, any provision of your constitutional documents, any order or judgment of any court or other agency of government applicable to you or any of your assets or any contractual restriction binding on or affecting you or any of your assets; you have obtained all governmental and other consents that are required to have been obtained by you with respect to this User Agreement and such consents are in full force and effect and all conditions of any such consents have been complied with; and (v) your obligations under this User Agreement constitute legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

5.1.4 Additional Representations.

Whether you are accessing or using the CrossTower Services as a natural person or legal entity, you further represent and warrant that you will not be using the CrossTower Services for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices.

5.1.5 Violations of Representations Means Immediate Termination.

If CrossTower determines that you have violated this User Agreement, including, but not limited to, transacting with blacklisted addresses or engaging in Prohibited Use or Prohibited Activity or Prohibited Transactions then CrossTower will have the right to terminate this User Agreement and you may forfeit any funds otherwise eligible for redemption.

Notwithstanding the foregoing, CrossTower may determine not to make the CrossTower Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on the User’s location. We may without liability to you or any third party refuse to let you register an account at CrossTower or we may revoke your rights to your CrossTower Account.

5.2 Identity Verification.

During registration for your CrossTower Account, you agree to provide CrossTower at any time during the term of this User Agreement with the information we request as soon as practicable for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes. You also agree to permit us to keep records of such information. We will need to complete certain verification procedures before you are permitted to use the CrossTower Service, which will require that your personal information be screened against various reporting agency databases. CrossTower may change your access to CrossTower Services at any time and from time to time in our sole discretion based upon information that we obtain about you. The information we request may include certain personal information, including, but not limited to, your name, physical address, mailing address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification, and, depending on your account type, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and, where permitted by law, special categories of personal data, such as biometric information. Any information that you provide to us you hereby agree that such information is complete, true and accurate and is not misleading, and you agree that you will promptly provide updated information if any information changes by contacting CrossTower at [email protected] You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. We reserve the right to maintain your personal information after you terminate the User Agreement for business and regulatory compliance purposes, subject to applicable laws and regulation. For example, we may be subject to various regulations which, in a number of jurisdictions, require us to retain certain personal data for a minimum period of five (5) years after the termination of this User Agreement.

5.3 Acting on Your Behalf and No Third Party.

To use the CrossTower Services, you must register for a CrossTower account (a "CrossTower Account"). By using a CrossTower Account you agree and represent that you will use CrossTower only for yourself, and not on behalf of any third party, unless you have obtained prior approval from CrossTower. You are fully responsible for all activity that occurs under your CrossTower Account. We may, in our sole discretion, refuse to open a CrossTower Account, or limit the number of CrossTower Accounts that you may hold or suspend or terminate any CrossTower Account or the trading of specific Digital Asset in your account.

5.4 Your Personal Information.

All personal information provided under this form will be used, distributed, and maintained in accordance with CrossTower’s Privacy Policy (“CrossTower Privacy Policy”).

5.4.1 No Investment Advice or Brokerage.

For the avoidance of doubt, CrossTower does not provide investment, tax, or legal advice, nor does CrossTower broker trades on your behalf. All CrossTower trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation.

5.4.2 Educational Materials.

CrossTower may provide educational materials from time to time in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the content as such. CrossTower does not recommend that any Digital Assets should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Assets, you should conduct your own due diligence and consult your financial advisors before making any investment decision. CrossTower will not be held responsible, and you acknowledge you are solely responsible for the decisions you make to buy, sell, or hold Digital Assets.

5.5 CrossTower Account Opening.

5.5.1 How to Open an Account.

Users can open an account on our website at https://www.crosstower.com. Users must then enter their email and set their passwords. Please note that the password must be 6-255 characters long and contain at least one number, uppercase letter, and lowercase letter.

5.5.2 Communication by Email.

All communications by CrossTower to you is by email. We will use the email address on record for your CrossTower Account as our primary means of communicating with you. To ensure that you receive all of our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered effective. If any email communication is returned as undeliverable, we retain the right to block your access to CrossTower until you provide and confirm a new and valid email address.

5.5.3 Equipment Required for Access.

To access the CrossTower Services, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. The CrossTower Services can be accessed directly using the CrossTower Site.

5.5.4 Digital Asset Wallet.

5.5.4.1 General.

Upon verification of your identity, you will have the ability to transfer, track and store supported Digital Assets by giving instructions through the CrossTower Site (each such transaction, a “Digital Asset Transaction”) in connection with your digital asset wallet (the “Digital Asset Wallet”).

5.5.4.2 CrossTower May Refuse to Process or Cancel Transactions.

CrossTower reserves the right to refuse to process or to cancel any pending Digital Asset Transaction in its discretion, which may be due to compliance with laws and regulations or in response to a court order, subpoena, other government order or to enforce transaction limits or for risk management purposes. CrossTower cannot reverse a Digital Asset Transaction which has been broadcast to a Digital Asset network. The Digital Asset Wallet services are available only in connection with those Digital Assets that CrossTower, in its sole discretion, decides to support. The Digital Assets that CrossTower supports may change from time to time without notice to you. Please see for a list of digital assets that CrossTower supports on CrossTower’s Market Specifications page at https://crosstower.com/market-specs.

5.5.4.3 Use Only Supported Digital Assets.

Under no circumstances should you attempt to use your Digital Asset Wallet services to transfer or store Digital Assets in any form that is not supported by CrossTower. CrossTower assumes no responsibility or liability in connection with any attempt to use CrossTower Services for Digital Assets that CrossTower does not support.

5.5.4.4 You are Liable for Your Errors.

You assume full responsibility and liability for any loss resulting from intentional or unintentional misuse of your Digital Asset Wallet services, including, without limitation, any loss resulting from (i) depositing one type of Digital Asset to a wallet intended for another type of Digital Asset, regardless of whether the relevant Digital Asset network confirms the applicable Digital Asset Transaction; (ii) depositing a Digital Asset into an address that you did not intend; (iii) inserting incorrect transaction information into the CrossTower Site. CrossTower assumes no responsibility or liability in connection with any of the foregoing.

5.5.4.5 WE ARE NOT A BANK.

YOUR CROSSTOWER ACCOUNT AND ANY OTHER ACCOUNT YOU MAY HAVE WITH US (AND ANY DIGITAL ASSETS HELD IN SUCH ACCOUNT) IS NOT A BANK ACCOUNT OR A DEPOSIT ACCOUNT. NO INTEREST WILL BE PAID ON ANY DIGITAL ASSETS YOU USE TO PURCHASE OR TRADE FOR ANY OTHER DIGITAL ASSET WITH OTHER USERS, AND ALL DIGITAL ASSETS DIRECTLY HELD BY US ARE NOT INSURED BY US OR ANY GOVERNMENT AGENCY. PLEASE NOTE, THE ACCOUNT IS NOT FDIC OR SIPC INSURED. YOU ARE POTENTIALLY SUBJECT TO THE CREDIT RISK OF CROSSTOWER.

5.5.4.6 Digital Asset Transactions.

For any supported Digital Asset on our trading platform, CrossTower processes transactions according to the instructions received from its users and we do not guarantee the identity of any receiver of Digital Assets. You should verify all transaction information prior to submitting instructions to CrossTower. Some people transfer small amounts from one account to another to confirm that they have the correct address. A Digital Asset Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Asset network. A transaction is not complete while it is in a pending state. Digital Assets associated with transactions that are in a pending state will be designated accordingly, and will not be included in your CrossTower Account balance or be available to conduct transactions. CrossTower may charge fees to process a Digital Asset Transaction on your behalf. You acknowledge that you will be responsible for paying any such fees out of your available proceeds. CrossTower reserves the right to delay or cancel any Digital Asset Transaction if it perceives a risk of fraud or illegal activity, or otherwise within its discretion if we determine it is important for risk management.

WE ARE NOT RESPONSIBLE FOR ANY DISPUTES AMONG OR BETWEEN USERS REGARDING ANY TRANSACTION.
WE DO NOT GUARANTEE THAT ANY ORDER YOU PLACE WILL BE FILLED.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT ONCE AN ORDER HAS BEEN EXECUTED, THE TRANSACTION IS LIKELY NOT TO BE REVERSIBLE.

5.6 Digital Asset Storage & Transmission Delays.

CrossTower securely stores all Digital Asset private keys in our control in a combination of online and offline storage. As a result, it may be necessary for CrossTower to retrieve certain information from offline storage in order to facilitate a Digital Asset Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Asset Transaction for a period of time, which period of time may be significant. You acknowledge and agree that a Digital Asset Transaction facilitated by CrossTower may be delayed for this reason.

5.7 Airdrops.

You understand, acknowledge and agree that in the event that a third party or software protocol attempts to or does distribute a Digital Asset, whether or not supported by CrossTower (often known as an “airdrop” or “bootstrap”) to certain wallet addresses, we will treat such airdropped Digital Asset as we would treat any other unsupported Digital Asset. You agree and understand that airdropped Digital Assets do not create a relationship between us and the transferor, sender and/or the related network that created the airdropped Digital Asset, and further, that we are not subject to any obligation as it may relate to the transferor, sender or related network.

5.8 Supplemental Protocols Excluded.

Unless specifically announced on the CrossTower Site or other official public statement of CrossTower, Digital Assets excludes all other protocols and/or functionality which supplement or interact with such Digital Assets. This exclusion includes but is not limited to: colored coins, metacoins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Digital Asset that we support. If a Digital Asset is not supported, you may lose the asset with no opportunity to restore or regain such asset. Do not use your CrossTower Account to attempt to request, receive, send, store, or engage in any other type of transaction or functionality involving any such protocol as CrossTower is not configured to detect, secure, or process these transactions and functionality. Any attempted transactions in such items will result in loss of the item. You acknowledge and agree that supplemental protocols are excluded from every Digital Asset and that CrossTower has no liability for any losses related to supplemental protocols.

5.9 Operation of Digital Asset Protocols.

CrossTower does not own or control any underlying software protocols which govern the operation of Digital Assets supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the CrossTower Services, you acknowledge and agree (i) that CrossTower is not responsible for operation of the underlying protocols and that CrossTower makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Asset you store in the CrossTower platform. In the event of a fork, you agree that CrossTower may suspend CrossTower operations (with or without advance notice to you) and that CrossTower may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that CrossTower assumes no responsibility in respect of an unsupported branch of a forked protocol.

5.10 Attacks and Other Malicious Activities.

CrossTower does not have any ability to prevent or mitigate attacks on any Digital Asset or their underlying protocols and networks. CrossTower reserves the right to take any actions in the event of an attack, as determined in its sole discretion, including but not limited to: (i) if CrossTower reasonably believes that a Digital Asset that it supports has been or may be compromised, or is or will be under attack, CrossTower may immediately halt trading, deposits, and withdrawals for such Digital Asset; and (ii) if it is determined that such an attack caused the Digital Asset to greatly decrease in value, CrossTower may discontinue trade activity on such Digital Asset partially or entirely. CrossTower does not have any obligation to engage in any activities in relation to attacks on any Digital Assets or their underlying protocols and networks. Resolutions for an attacked Digital Asset will be determined on a case-by-case basis by CrossTower in its sole discretion. CROSSTOWER MAKES NO REPRESENTATION AND DOES NOT WARRANT THE SAFETY OF THE CROSSTOWER SERVICES AND IS NOT LIABLE FOR ANY LOST VALUE OR STOLEN PROPERTY, WHETHER OR NOT CROSSTOWER WAS NEGLIGENT IN PROVIDING THE PROPER SECURITY.

5.11 Ownership.

The Title to each Digital Asset shall at all times remain with you and shall not transfer to CrossTower. As the owner of Digital Asset in your Digital Wallet, you shall bear all risk of loss of such Digital Asset. CrossTower shall have no liability for Digital Asset fluctuations. None of the Digital Assets in your Digital Asset Wallet are the property of, or shall or may be loaned to, CrossTower. CrossTower does not represent or treat assets in User’s Digital Asset Wallets as belonging to CrossTower. CrossTower may not grant a security interest in the Digital Asset held in your Digital Asset Wallet. Except as required by a facially valid court order, or except as provided herein, CrossTower will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Asset in your Digital Asset Wallet unless instructed by you. Notwithstanding the foregoing, you acknowledge and agree that in the event that there are outstanding amounts owed to us hereunder, including in your CrossTower Account, CrossTower reserves the right to debit your CrossTower Account and/or to withhold amounts from funds you may transfer into such CrossTower Account.

5.11.1 Control.

You are always in control of the Digital Assets held in your CrossTower account.. However, Digital Assets held in your CrossTower account are protected by private keys which CrossTower manages on your behalf. You may withdraw your Digital Assets at any time to separate blockchain wallets which you control that are not hosted or maintained by CrossTower.

5.11.2 Acknowledgement of Risk.

You accept and understand that Digital Asset(s) in your CrossTower account do not qualify for insurance and/or protection by the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”).

5.12 Digital Assets Not Segregated.

CrossTower may hold your Digital Assets in shared blockchain addresses.

5.13 Downtime and Maintenance.

CrossTower may have scheduled and unscheduled maintenance. You agree and understand that part of or all of CrossTower may be periodically unavailable during such times (collectively, “Downtime”). You acknowledge and agree that CrossTower is not responsible or liable during periods of Downtime. During such periods of Downtime, the prices of various Digital Assets may move, which means that you may gain or lose value in your Digital Asset Account. CrossTower is not responsible for those gains or losses resulting from the Downtime.

5.14 Fees.

CrossTower may earn fees when you purchase or sell digital assets on our platform. These fees are subject to change at any time. You agree to pay all applicable fees when you are using the CrossTower platform. For a list of all fees, please go to the following website: https://crosstower.com/fees.

 

6. General Use, Prohibited and Termination.

6.1 License.

We grant you a limited, nonexclusive, non-transferable license, subject to the terms of this Agreement, to access and use the CrossTower Site and our related materials (together, the “Content”) only for approved purposes as permitted by CrossTower from time to time. Any other use of the Content is expressly prohibited. CrossTower retains any and all other rights, title, and interest in the Content. No part of the Content may be copied, photocopied, reproduced, translated or reduced to any electronic medium or machine-readable form, in whole or in part, without prior written consent of CrossTower. Any other reproduction in any form without the permission of CrossTower is prohibited. All materials contained on this site are protected by United States copyright law and may not be reproduced, distributed, transmitted, displayed, published or broadcast without the prior written permission of CrossTwoer. By using this website, you hereby agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. “CrossTower '' and all logos related to the CrossTower Services or displayed on the CrossTower Sites are either trademarks or registered marks of CrossTower or its licensors. You may not copy, imitate or use our logs without CrossTower’s prior written consent.

6.2 Website Accuracy.

Although we intend to provide accurate and timely information on the CrossTower Site, the CrossTower Site (including, without limitation, the Content) may not always be accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the CrossTower Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Assets, is for informational purposes only and CrossTower makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the CrossTower Site. If you need specific details about any information contained in CrossTower Site, you should contact us at [email protected]

6.3 Prohibited Use.

In connection with your use of the CrossTower Services, and your interactions with other users, and third parties you agree and represent, you will not engage in any Prohibited Business or Prohibited Use, as defined under Appendix 1. We reserve the right at all times to monitor, review, retain and/or disclose any information provided by you as necessary to satisfy any Applicable Law, regulation, sanctions programs, legal process, governmental request or in our process of risk management. We may cancel and/or suspend your CrossTower Account and/or block transactions or freeze funds immediately and without notice to you if we determine, in our sole discretion, that your CrossTower Account is associated with a Prohibited Use and/or a Prohibited Business or if we determine that you have violated any Applicable Law, regulation, sanctions programs, legal process, CrossTower risk management threshold, as determined by CrossTower in its sole discretion, or pursuant to a governmental request.

6.4 Third Party Applications.

If, to the extent permitted by CrossTower from time to time, you grant express permission to a third party to access or connect to your CrossTower Account, you will notify CrossTower at [email protected] We will grant you express written permission to have such third party access or to connect to your CrossTower Account based upon our internal procedures. You are not to allow a third party without this permission. You acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your CrossTower Account. Further, you acknowledge and agree that you will not hold CrossTower responsible for, and will indemnify CrossTower from, any liability arising out of or related to any act or omission of any third party with access to your CrossTower Account.

6.5 Transaction Limits.

The use of all CrossTower Services is subject to a limit on the amount you may withdraw in a given period (e.g., daily, weekly and monthly). Your transaction limits may vary depending on your identity verification level and other factors. CrossTower reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may contact us at [email protected] We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with CrossTower staff (such process, “Enhanced Due Diligence”). CrossTower reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

6.6 Termination and Cancellation.

You agree and understand that we have the right to immediately (i) suspend your account and all accounts beneficially owned by you and any members of your household or for which you are a representative or authorized signatory and, in the case of entities, any affiliates (each, a “Related Account”), (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to the CrossTower Site until a determination has been made, if we suspect, in our sole discretion, you and/or any such accounts to be in violation of:
(a) any provision of this User Agreement;
(b) any Applicable Laws;
(c) our Anti-Money Laundering Program ("AML Program");
(d) our Prohibited Business or Prohibited Use policies; or
(e) CrossTower's risk management policies, as determined by CrossTower in its sole discretion, which internal policies are subject to change from time to time.

You further agree and understand that we have the right to immediately (i) suspend your account and any Related Account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to CrossTower until a determination has been made, if:
(a) The account has a negative balance for any reason;
(b) We believe there is unusual activity in the account;
(c) We are so required by a subpoena, court order, or binding order of a government authority;
(d) We believe someone is attempting to gain unauthorized access to your CrossTower Account;
(e) The account has a balance that needs to be reconciled for any reason;
(f) We believe someone is attempting to gain unauthorized access to the account;
(g) We believe you are using CrossTower, your login credentials, or other account information in an unauthorized or inappropriate manner; or
(h) For any reason that in our sole discretion is necessary to manage the risk to CrossTower.

If your account has been suspended, you will be notified when accessing CrossTower. We may, in our sole discretion, give written notice that your account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.

6.7 Receipt of Wrong Information.

If you receive information about another user through the CrossTower Services, you may not disclose or distribute a user's information to a third party. You may not use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto (such as support, reconciliation and accounting) without the user's express consent to do so. You may not send unsolicited email to a user through the CrossTower Services. If you believe that you have received such information in error, please notify CrossTower immediately at [email protected] Please delete information that you receive in error after notifying CrossTower.

6.8 Death of Account Holder.

Closing an account after a death can feel daunting, but CrossTower will do our best to make the process as simple as we can. For security reasons, if we receive legal documentation confirming your death or other information leading CrossTower to believe you have died, we will freeze your CrossTower Account. After such time, no transactions may be completed until:(i) your designated fiduciary has opened (pursuant to our typical on-boarding process) and transferred your assets to a new CrossTower Account, or (ii) CrossTower has received proof in a form satisfactory to us that your death was an error. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. By acknowledging this Agreement, you are hereby providing written consent for us to conduct this query. If CrossTower determines that there is uncertainty with respect to your fiduciary, CrossTower reserves the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your CrossTower Account.

6.9 Unclaimed Property.

If CrossTower is holding funds in your account, and CrossTower is unable to contact you and has no record of your use of the Services for several years, applicable state law may require CrossTower to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, CrossTower will try to locate you at the address shown in our records, but if CrossTower is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property.

 

7. Contact CrossTower.

7.1 Contact.

If you have any questions, feedback or complaints, notify CrossTower at [email protected] When you contact us please provide us with your name, address, and any other information we may need to identify you, your CrossTower Account, and the transaction on which you have feedback, questions, or complaints.

 

8. Governing Law; Submission to Jurisdiction; Arbitration.

If you have a dispute with CrossTower, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any controversy, claim or dispute arising out of or relating to this Agreement shall be settled SOLELY AND EXCLUSIVELY BY BINDING ARBITRATION, on an individual basis in Newark, New Jersey administered by Judicial Arbitration and Mediation Services (“JAMS”) and conducted in English. Such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures, with the following exceptions to such rules if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorney’s fees and expenses. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE THEN YOU, (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING THERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO, AND (ii) SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN THE CITY OF NEWARK, STATE OF NEW JERSEY AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION. You irrevocably and unconditionally waive any objection that it you now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in the courts referred to in this Section 8.

 

9. Security and Data Privacy.

9.1 Personal Data.

You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this User Agreement, or the CrossTower Services. Accordingly, you represent and warrant that: (i) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed; (ii) before providing any such personal data to us, you have read and understood our Privacy Policy, which is available at https:/crosstower.com/privacy-policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and (iii) if from time to time we provide you with a replacement version of the Privacy Policy you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

9.2 Security Breach.

If you suspect that your CrossTower Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or CrossTower (together a "Security Breach"), you must notify CrossTower Support as soon as possible at [email protected] You must take any steps that we require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

9.3 Account Security.

You understand and agree that you are responsible for the security on your system. We urge you to consider maintaining security on your system, platform or device. We may institute any of the below as required. Ways in which to do that are as follows (which are suggestions and not advice):
- Secure the email account that you are using for the CrossTower platform via software token or hardware token
- Generate a completely unique password to the CrossTower platform that has never been used on any other online service
- Enable two factor authentication via a software token or hardware token
- Whitelist addresses that you can verifiably withdraw to
- You have the ability to terminate all logged-in sessions across all devices
- Restrict API key access

9.4 Computer Viruses.

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

9.5 API Utilization.

CrossTower may, at its sole discretion, set limits on the number of API calls that you can make, for example, to maintain integrity and market stability. You acknowledge and agree that if you exceed these limits, CrossTower may moderate your activity or cease offering you access to the API. CrossTower may immediately suspend or terminate your access to the API without notice if it believes you are in violation of the terms of this User Agreement, including any appendixes, or any other agreement which may be in place between you and CrossTower related to your use of the API.

 

10. General Terms.

10.1 Limitation of Liability; No Warranty; Class Action Waiver.

IN NO EVENT SHALL CROSSTOWER OR ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH CROSSTOWER, THE “CROSSTOWER ENTITIES”) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, OR CONTENT, ANY BREACH OF SECURITY, OR ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES, INCLUDING ANY LOSS OF REVENUE OR PROFITS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHER LEGAL THEORY, EVEN IF THE CROSSTOWER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM ANY CROSSTOWER ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE. IN NO EVENT SHALL THE CROSSTOWER ENTITIES’ AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE, SITE, OR SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). ADDITIONAL DISCLAIMERS BY CROSSTOWER MAY APPEAR WITHIN THE SERVICES AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICES OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. SOME JURISDICTIONS RESTRICT OR DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS, AND AS A RESULT OF THE CONTENTS OF THIS SECTION, MAY NOT APPLY TO YOU. IN CASES WHERE SUCH LAWS APPLY., LIABILITY OF THE CROSSTOWER ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

NOTWITHSTANDING THE FOREGOING, NOTHING SHALL IMPACT YOUR OWNERSHIP RIGHTS TO YOUR DIGITAL ASSETS.

THE CROSSTOWER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CROSSTOWER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CROSSTOWER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE CROSSTOWER SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. CROSSTOWER DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE CROSSTOWER SERVICES AND CROSSTOWER SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT CROSSTOWER WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, OR (C) INTERRUPTION IN ANY SUCH DATA.

CrossTower makes no guarantees regarding the accuracy, timeliness or completeness of the historical price data regarding supported digital assets available on the CrossTower Site.

IF YOU ARE A NEW JERSEY RESIDENT, the contents of this Section apply only to the extent permitted under New Jersey law.

10.2 Indemnification.

You agree to indemnify and hold CrossTower, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees, consultants and representatives (collectively, the “Indemnified Parties”), harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your use, misuse, or inability to use the CrossTower Site or the CrossTower Services; (ii) your breach of this User Agreement, or (iii) your violation of any law, rule or regulation, or the rights of any third party.

To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release the Indemnified Parties, from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to the use of the CrossTower Sites, and the CrossTower Services, including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of CrossTower, the CrossTower Site, false identities, fraudulent acts by others, invasion of privacy, release or misuse of personal information, disputes with other users of the CrossTower Services, failed transactions, purchases or functionality of the CrossTower Sites, unavailability of the CrossTower Sites, its functions and/or the CrossTower Services and any other technical failure that may result in inaccessibility to the CrossTower Sites, or the CrossTower Services, or any claim based on vicarious liability for torts committed by users encountered or transacted with or through the CrossTower Sites, or the CrossTower Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder. The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the parties to be interpreted broadly in favor of CrossTower, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

10.3 Class Action Waiver.

CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND CROSSTOWER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

10.4 Acknowledge and Agreement to Operational Challenges.

You are aware of and accept the risk of operational challenges. CrossTower may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the CrossTower Services. You understand that the CrossTower Services may experience operational issues that lead to delays, including delays redeeming digital assets. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold CrossTower accountable for any related losses.

 

11. Miscellaneous.

11.1 Entire Agreement.

This User Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.

11.2 Force Majeure.

In no event will we be liable or responsible to you, or be deemed to have defaulted under or breached this User Agreement, for any failure or delay in fulfilling or performing any term of this User Agreement, when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, pandemic, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

11.3 Headings.

The headings in this User Agreement are for reference only and do not affect the interpretation of this User Agreement.

11.4 Assignment.

You may not assign any rights and/or licenses granted under this User Agreement. We reserve the right to assign our rights without restriction, including without limitation to any CrossTower affiliates or subsidiaries, or to any successor in interest of any business associated with the CrossTower Services. In the event that CrossTower is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this User Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

11.5 Survival.

All provisions of this User Agreement which by their nature extend beyond the expiration or termination of this User Agreement, including, without limitation, sections pertaining to suspension or termination, CrossTower Account cancellation, debts owed to CrossTower, general use of the CrossTower Site, disputes with CrossTower, indemnity and general provisions, shall survive the termination or expiration of this User Agreement.

All provisions contained in these Terms including sections relating to suspension or termination, debts owed to CrossTower, user account cancellation, use of the CrossTower Site and disputes with CrossTower shall be preserved even if these Terms expire or are terminated.

11.6 Waiver.

Our failure or delay in exercising any right, power or privilege under this User Agreement shall not operate as a waiver thereof.

11.7 Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, such provision will be changed and interpreted to modify this Agreement so as to effect the original objectives of the provision in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

11.8 Defined Terms.

“API” is defined in the API Agreement
“Applicable Laws” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction; (b) any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline, guidance, interpretation, custom or directive or internal CrossTower policy or procedure; or (d) any qualification, authorization, consent, exemption, waiver, right, permit or other approval of any governmental authority, in each case, applicable to a User.
“AML Program” is defined in Section 6.6
“Content” is defined in Section 6.1
“CrossTower Account” is defined in Section 5.3
“CrossTower’s Privacy Policy” is defined in Section 5.4
“Digital Asset Transaction” is defined in Section 5.5.3.1
“Digital Asset Wallet” is defined in Section 5.5.3.1
“Digital Asset” is defined in Section 5.5.3.1
“Downtime” is defined in Section 5.13
“Enhanced Due Diligence” is defined in Section 6.5
“FDIC” is the Federal Deposit Insurance Corporation
“Force Majeure Event” is defined in Section 11.2
“Indemnified Parties” is defined in Section 10.2
“JAMS” is defined in Section 8
“Prohibited Businesses” is defined in Appendix 1
“Prohibited Transaction” means any transaction in violation of Applicable Law
“Prohibited Use” is defined in Appendix 1
“Related Account” is defined in Section 6.6
“Security Breach” is defined in Section 9.2
“Services” is defined in Section 1
“SIPC” is the Securities Investor Protection Corporation
“Terms” is defined in Section 1
“User Agreement” is defined in Section 1

 

APPENDIX 1: Prohibited Use And Businesses, Conditional Use and Clearly Erroneous Transaction Policy

Prohibited Use:

You may not use your CrossTower Account(s) to participate in specific activities ("Prohibited Uses"). The specific types of use and activities listed below are representative, but not exhaustive. If you are uncertain as to whether your use of CrossTower Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at [email protected] By opening a CrossTower Account, you agree that you will not use your Account to do any of the following:
Unlawful Activity: Activity which would violate or assist in violation of Applicable Law including, statutes, ordinances, regulations, sanctions programs administered in jurisdictions where CrossTower conducts business, including the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish or distribute any unlawful material or information.
Abusive Activity: Actions which impose an unreasonable, excessive or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, exploit, or expropriate any critical and/or non-critical system, data, or information that CrossTower interacts with or might interact with; transmit or upload materials to the CrossTower Site that contains viruses, trojan horses, worms, malware, or any other harmful or deleterious software programs; attempt to gain unauthorized access to the CrossTower Site, other CrossTower User or Administrator Accounts, computer systems or networks connected to the CrossTower Site through password theft or any other malicious means; impersonate another party to access or use the CrossTower Site, except in the case of specific merchants and/or applications which are explicitly authorized by a user to access the user's CrossTower Account and information; or transfer your account access or rights to a third party, unless deemed appropriate by law or with the express permission of CrossTower.
Abuse Other Users: Interfere with another individual's or entity's access to or use of any CrossTower Services, including API and Market Data services; defame, abuse, exploit, extort, harass, threaten or otherwise violate, infringe or interfere with the legal rights (such as, but not limited to, rights of privacy, publicity, intellectual and digital property) of others; incite, threaten, facilitate, promote, or encourage hatred, including racial intolerance, or violent acts against others; harvest or collect information from the CrossTower Site about others, including but not limited to, names, address, email addresses, and more without proper consent.
Fraud: Activity which operates to defraud CrossTower, CrossTower Users, CrossTower Partners or any other person or legal entity; provide any false, fictitious, inaccurate, or misleading information to CrossTower.
Gambling: Lotteries; giveaways; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash or monetary prizes; internet gaming; contests; sweepstakes; games of chance or luck; animal betting, wager or competition.
Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under jurisdictional law, including but not limited to sales, distribution, dissemination, or access to counterfeit music, movies, software, digital goods or services, or other licensed materials without the appropriate authorization or express permission from the respective rights holder; use of CrossTower’s intellectual or private or public property, title, marketing campaign, name, or logo, including use of CrossTower’s trade or service marks, without express consent or permission from CrossTower or in a manner that otherwise irreparably harms the CrossTower brand; any action that implies an untrue endorsement by or affiliation with CrossTower

Prohibited Businesses:

In addition to the Prohibited Uses above, the following categories of businesses, enterprises, activities, business practices, and sale items are prohibited from engaging with CrossTower Services ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by card network rules and limitations or the requirements imposed on CrossTower by our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether your use of CrossTower Services involves a Prohibited Businesses, and/or have questions about how these requirements apply to you, please contact us at [email protected]

By opening a CrossTower Account, you confirm that you will not use CrossTower Services in connection with any of following businesses, enterprises, activities, business practices, or sale items:
Games/Activities of Skill: Any games or activities which are not defined as Gambling under this Agreement or by law, but which may require an entry fee and an award prize, monetary or not.
Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction/refinancing services; credit counseling or repair; real estate marketing opportunities; investment schemes or strategies.
Restricted Financial Services: Check cashing, bail bonds; collections agencies.
Intellectual Property or Proprietary Rights Infringement: Sales, distribution, dissemination or access to counterfeit music, movies, digital goods or services, software, or other licensed materials without the appropriate authorization and express permission from the rights holder.
Counterfeit or Unauthorized Goods: Unauthorized or illegal sale or resale of brand name or designer products or services; sale of goods or services that are unauthorized, illegally imported, exported or which are stolen or which attempt to mimic another entity’s product(s).
Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, e-liquid and other nicotine related products; online prescription, pharmaceutical or medical services; age restricted goods or services; weapons and munitions which can potentially cause bodily harm; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state or country-by-country basis.
Drugs and Drug Paraphernalia: Sale of narcotics, stimulants, opioids, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, rolling paper and hookahs or the like.
Pseudo-Pharmaceuticals: Pharmaceuticals, supplements, vitamins and other products that make health or body enhancements claims that have not been approved or verified by the applicable local and/or national regulatory body.
Adult Content and Services: Pornography and other obscene or crude materials (including literature, imagery, videos and other media); sites offering any sexually-related, explicit or age-restricted services such as prostitution, escorts and pay-per view.
Multi-level Marketing: Pyramid schemes, network and referral marketing programs and their promotions.
Unfair, Predatory or Exploitative Practices: Investment opportunities or other services that promise high rewards, both long and short periods of time; sale or resale of a service without benefit or monetary compensation to the buyer; resale of government offerings without explicit authorization or benefit to the buyer; any site or sites that CrossTower determines to be unfair, deceptive, exploitative or predatory towards consumers.
High Risk Businesses: Any businesses that we believe poses elevated, unwelcome or unfavorable financial or legal risk, legal liability, or violates card network or bank policies.

Conditional Use:

Express written consent and approval from CrossTower must be obtained prior to using CrossTower Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at [email protected] CrossTower may also require you to agree to additional conditions or terms or limitations, make supplemental representations and warranties, complete enhanced on-boarding and verification procedures, and operate subject to restrictions if you use CrossTower Services to engage with any of following enterprises, businesses, activities, practices, or acts:
Money Services: Money transmitters or exchanges, Digital Asset transmitters or exchanges; fiat currency or Digital Asset exchanges; gift cards; prepaid cards; sale of in-game digital assets unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell or repackage any of the CrossTower Services for monetary transportation purposes.
Charities: Acceptance of donations for non-profit enterprises or entities.
Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.

Clearly Erroneous Transactions Policy:

A "clearly erroneous transaction” (a “CRT”) occurs when a user submits an order, and that order is executed, at a price or quantity inconsistent with the prevailing settlement price for a specific digital asset on the platform. CrossTower and its employees will review questionable transactions on its platform in the interest of preserving the integrity and fairness of the market.

A User of CrossTower’s trading system platform constitutes its executory acceptance of CrossTower’s right to modify or to cancel transactions in accordance with this policy and guidelines.
Notification of Clear Error: If a User receives an execution of an order that was entered in error (e.g., in terms of price, quantity or symbol), the client may contact CrossTower and request that the transaction be reviewed pursuant to the Clearly Erroneous Transactions Policy.
Clients should submit requests to review transactions within 20 minutes of execution of such transactions. Requests received after such time period may be reviewed depending on the facts and circumstances surrounding such request; however, CrossTower reserves the right to decline to review any request submitted more than 20 minutes after execution.
Transaction Reviews Initiated by CrossTower:CrossTower reserves the right to initiate a review of a transaction, regardless of whether or not a client request has been submitted, if it determines in its sole discretion that circumstances warrant such a review. Such circumstances may include, but are not limited to, system malfunctions (either internal or those in another market center affecting all market participants) or regulatory inquiries. In such instances, CrossTower may notify clients that a transaction will be reviewed pursuant to the Clearly Erroneous Transactions Policy.
Adjudicating Transactions: In the event that CrossTower designated persons determine that a material term of a reviewed transaction is clearly erroneous, said designated persons shall have the authority to declare that the transaction is null and void or modify one or more terms of the transaction.
A final determination generally will be made within an twenty-four hour period of a request being submitted. CrossTower will promptly provide oral notification of a determination to the parties involved in a disputed transaction.
Rules Applicable to All Clearly Erroneous Requests: Each request will be considered on a case-by-case basis. Once a request is filed, it cannot be withdrawn without the consent of both parties. Users acknowledge and agree that certain transactions if already executed to the blockchain are irreversible and that this policy does not apply in that circumstance.

CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.

 

APPENDIX 2: Trading Rules

Trading Rules:

CrossTower offers to its clients an Order Book for every Trading Pair (composed of BaseAsset and Quote Asset) accessible for trade through the web-interface (WI) or the API. CrossTower’s Trading Rules Policy outlines the Trading Rules that govern Orders placed on the CrossTower Order Books. To view CrossTower’s Trading Rule Policy please visit: https://crosstower.com/trading-rules.

CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.

 

APPENDIX 3: Verification Procedures and Limits

Verification Procedures and Limits:

As a regulated financial service company operating in the US, CrossTower is required to identify users on our platform. This ensures we remain in compliance with KYC/AML laws in the jurisdictions which we operate in and is necessary for us to legally be able to offer digital asset exchange services to our customers. CrossTower collects and verifies information about you in order to:
a. Protect CrossTower and its customer community from fraudulent users, and
b. Keep accurate records about CrossTower's customers.

Your daily or weekly Conversion limits, CrossTower deposit, withdrawal and trading limits are based on the identifying information and/or proof of identity you provide to CrossTower.

All U.S. customers who wish to use CrossTower Services are required to establish a CrossTower Account by:
a. Providing your name and valid email address, a password and your state or country of residence;
b. Certifying that you are 18 years of age or older;
c. Accepting CrossTower’s UserAgreement and Privacy Policy, and
d. Verifying your identity by submitting the following information and any corresponding documentation:

  • Name
  • Date of Birth (DOB)
  • Physical address
  • SSN (or ID # from gov’t issued ID)
  • Source of funds
  • Income/employment information (US only)
  • Explanation of activity (US only)

All U.S. customers who wish to send and receive Digital Asset via the respective blockchain network are required to:
a. Submit a copy of an acceptable form of identification (i.e. passport, state driver's license, or state identification card),
b. Submit a picture of yourself from your webcam or mobile phone, and
c. Provide proof of residence.

Excluding these minimum verification procedures for the referenced services, CrossTower may require you to provide or verify additional information, or to wait some amount of time after completing a transaction, before permitting you to use any CrossTower Services, including permitting you to engage in transactions beyond typical and defined volume limits. You may view your volume limits by visiting your account's Limits page.

You may contact CrossTower to request larger limits. As part of the process, CrossTower will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and CrossTower does not guarantee that we will raise your limits.

CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.

 

APPENDIX 4: E-Sign Disclosure and Consent

This policy describes how CrossTower communicates with you electronically. CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.

Electronic Delivery of Communications:

You agree and consent to receive electronically all communications, Terms of Use, documents, notices and disclosures (collectively, "Communications") that we provide in regards to your CrossTower Account(s) and your use of CrossTower Services. Communications include:

  • Terms of use and policies you agree to (e.g., the CrossTower Terms of Use and Privacy Policy), including updates to these Terms or policies;
  • Account details, history of events, transaction receipts, number of confirmations, and any other Account or transaction information;
  • Legal, regulatory, and tax disclosures or statements we may be legally required to make available to you; and
  • Responses to customer support inquiries you file in connection with your Account.

We will provide these Communications to you by making them available on the CrossTower website, emailing them to you at the primary email address specified in your CrossTower profile, communicating to you via instant chat and/or messaging, and/or through other electronic communication mediums such as text message or mobile push notification.

Hardware and Software Requirements:

In order to access and retain electronic Communications we make available, you will need the following computer hardware and software:

  • A device with an Internet connection;
  • A current web browser that includes, at a minimum, 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
  • A valid email address (your primary email address on file with CrossTower); and
  • Sufficient storage space to save past Communications or a printer to print them.

How to Withdraw Your Consent:

You may withdraw your consent to receive Communications electronically by contacting us at [email protected] If you withdraw your consent to receive Communications electronically, CrossTower reserves the right to immediately close your Account or charge you additional fees for paper (hard) copies of these Communications.

Updating your Information:

It is your responsibility to provide us with a current and accurate email address and current contact information, and to keep such information up to date in a timely manner. You understand and agree that if CrossTower sends you an electronic Communication but you do not receive it because your primary email address on file is inaccurate, not current, overlooked, blocked by your email service provider, or you are otherwise unable to receive electronic Communications, CrossTower will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at [email protected]

 

Appendix 5: API Agreement

Welcome to the CrossTower API:

Welcome! Thanks for visiting CrossTower, a digital asset platform operated by and proprietary to CrossTower Inc. ("CrossTower"). You agree and understand that by accessing or using CrossTower’s application programming interface (the “API”), you are agreeing to enter into this API agreement (the “API Agreement”) by and between you and CrossTower Inc., and be legally bound by its terms and conditions, so please read them carefully. If any term or condition of this API Agreement is unacceptable to you, please do not use our API. Use of the words “we,” “us,” or “our” in this API Agreement refers to CrossTower Inc. and any or all of its affiliates.

Using Our API:

By accessing or using CrossTower’s API, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this API Agreement by and between you and CrossTower Inc., and agree to be legally bound by the terms and conditions of this API Agreement in their entirety.

You agree and understand that this API Agreement is subject to the terms and conditions set forth in our User Agreement; for the avoidance of doubt, this includes the terms and conditions set forth in the ‘General Provisions’ section of our User Agreement, which also govern this API Agreement. In case of conflict, the User Agreement shall control. You further agree and understand that the defined terms used in this API Agreement, if defined in our User Agreement, shall have the meanings set forth in our User Agreement.

Your use of our API must comply with our User Agreement, which is available above.

Feel free to print and keep a copy of this API Agreement, but please understand that we reserve the right to change any of these terms and conditions at any time. But don’t worry, you can always find the latest version of this API Agreement here on this page.

You agree and understand that by accessing or using CrossTower’s API following any change to this API Agreement, your access or use of CrossTower’s API shall constitute your agreement to the amended API Agreement by and between you and CrossTower Inc., and you agree to be legally bound by its terms and conditions as amended. You should, therefore, read this API Agreement from time to time. If you do not agree to be bound by this API Agreement, you should not access or use CrossTower’s API.

Permission:

Subject to the terms and conditions set forth in this API Agreement, we hereby grant to you a non-assignable, non-exclusive, worldwide, and royalty-free limited license to use our API. You may not use our API if (i) you are not at least 18 years old and do not have the legal capacity to enter into this API Agreement by and between you and CrossTower Inc., (ii) you are a person barred from using our API under the applicable laws of the United States or other countries, including the country in which you are resident or from which you use our API, and (iii) you do not agree to be legally bound by the terms and conditions of this API Agreement in their entirety.

Documentation:

Our API documentation is available here: https://api.crosstower.com/

Account Data and Transactions:

If you would like to use our API to access data specific to your User Account and its related CrossTower Account, such as account balances or transaction history (collectively, “Account Data”), or to perform certain actions, such as placing orders on CrossTower, you will need an API key. You can create API keys here: https://crosstower.com/settings/api-keys.

CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.

Last update

2020-05-27