Terms of ServiceLast Updated: January 4, 2019
The following terms of service (the "Terms of Service") govern your access to and use of the website https://sagecoins.io/, our digital currency platform designed to facilitate the buying of certain digital currencies (such platform, the "Sagecoins Platform"), and all other products or services provided by us to you in connection with the foregoing (collectively, the "Services"). These Terms of Service form a binding legal agreement between Sagecoins Inc. ("Sagecoins", "us", "we", "our") and you. The term "you" refers to the person or entity accessing or otherwise using the Services ("use" or "using" in these Terms of Service will mean any of the foregoing).
BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU ARE USING THE SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SERVICE.
PLEASE CAREFULLY READ ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY, PARTICULARLY THE DISCLAIMERS IN SECTION 13 RELATED TO DIGITAL CURRENCIES.
- Changes to the Services and other Terms of Service
- Access to the Services
- Subject to your compliance with these Terms of Service (including creating an Account pursuant to Section 3), we will use commercially reasonable efforts to make the Services available to you in accordance with these Terms of Service, which Services may assist you to buy store certain digital currencies.
- Notwithstanding anything to the contrary in this Agreement, we retain the right, at our sole discretion, to deny or suspend your use of the Services, at any time and for any reason, including for any violation of these Terms of Service, for scheduled maintenance, or to address any emergency security concerns.
- Accounts and Identity Verification
- Registration. As a condition of using the Services, you will register with us by opening an account (an “Account”) and providing us with certain information, including your name, e-mail address, and password. We may, in our sole discretion, refuse to allow you to open or maintain an Account, limit the number of Accounts that you may set up, consolidate your Accounts, or suspend or cancel your Accounts.
- Identity Verification. In order to use the Services and undertake digital currency transactions with us, you must provide us with all information required by us (including Personal Information) to verify your identity, including your name, address, telephone number, e-mail address, and government identification information. By providing us with such information, you represent that such information is accurate and that you will keep such information current at all times during the Term. You authorize us to verify your identity, including by requesting and collecting your Personal Information held by third parties, and to take any actions as we determine are necessary or prudent based on the results of such requests. You authorize any third parties to which such inquiries or requests may be directed, to respond to our inquiries or requests and to share your Personal Information with us for the purposes of: (i) providing the Services to you; and (ii) investigating crimes related to financial transactions, including money laundering, terrorist financing, tax evasion, securities fraud, bribery, Bitcoin ransoms and extortions, sanctions avoidance, or bank fraud (such crimes, "Financial Crimes”).
- Protecting Your Username and Password. You will keep your username and password secure, protected, and confidential. We are not liable for any unauthorized or unintended use or access of your Account, including if you intentionally, inadvertently, or otherwise disclose your username or password, or if you use software that automatically enters or saves your username or password.
- Assignments of Accounts. You are not permitted to transfer or assign your Account without our written consent. We may transfer or assign your Account upon request if, upon original evidence provided by you, we are satisfied that such a transfer or assignment occurred by operation of law. Any transfer or assignment of your Account in accordance with this Section 3(d) may be subject to additional fees. Notwithstanding the foregoing, your Account may be assigned, in whole or in part, by us without your written consent.
- Closing of Account. If you wish to close your Account, you must provide us with written notice of your intention to close the Account in a form determined by us and any other information we request in order to enable us to close the Account.
- Inactive Accounts. We may close your Account if it is an Account that has had no activity for a period of one year or more (an “Inactive Account”). We may require you to re-verify your identity if you attempt to access or otherwise use an Inactive Account. We may, in our sole discretion, refuse to allow you to re-activate an Inactive Account.
- Prohibited Uses
- You represent and warrant to us that you will not access or use the Services for a transaction in connection with a prohibited use as described in this Section 4. We reserve the right to cancel, close or suspend your Account and your orders immediately and without notice if we determine that your Account is associated with or is or was used in violation of this Section 4.
- sub-license, sell, rent, lend, lease or distribute the Services or any intellectual property rights therein or otherwise make the Services available to others;
- use the Services to permit timesharing, service bureau use, or commercially exploit the Services;
- use or access the Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Services, or for any purpose or in any manner not expressly permitted in these Terms of Service;
- reverse engineer, de-compile, or disassemble the Services;
- access or use the Services for the purpose of building a similar or competitive product or service; or
- perform any vulnerability, penetration, or similar testing of the Services
- You will not use your Account or the Services for business activity involving the purchase or sale of illegal, controlled, or prohibited goods or services
- You may not use your Account or the Services in connection with a person for whom it is prohibited by law to do so, including:
- a person who is subject to economic or trade sanctions or is in a country that is subject to sanctions in the jurisdictions in which we operate;
- a person who is, or is alleged to be, a member of or associated with, a criminal organization or persons who are known to be associated with a criminal organization, including any terrorists, terrorists groups, or any person known, or suspected by you, to be involved in terrorist activities;
- a person who is listed as a politically exposed person under applicable anti-bribery laws; or
- any other person who, in our sole discretion, is involved in activities or is associated with persons who carry a reputational risk to us, the Services, our service providers, or the integrity of the financial system.
- Orders and Fees
- Orders. All orders to purchase digital currency that are confirmed by you are deemed to be final and are non-reversible by you. We will not be responsible for losses induced by mistyped or otherwise wrongly placed orders. You acknowledge that your executed orders are subject to the then-current fees applicable for that order that are made available to you at the time you place your order. We reserve the right at all times to refuse to process or to cancel any digital currency transaction you make, or attempt to make, for any reason.
- Funding. You must provide funds for your orders through a payment method that is accepted by us as indicated in the Sagecoins Platform. You hereby authorize us to initiate debits and credits with your selected payment method in settlement of orders you make.
- Fees. In consideration for our performance of the Services, you will pay us fees (the “Fees”) as indicated on the Sagecoins Platform. Fees are subject to change without notice. You authorize us to withdraw these Fees from the funds you use to place your orders.
- Order Limits. Your Account may be subject to limits on the number of orders you may place and the amounts that you may transact for each order, as determined by us. Such limits may vary depending on your payment method, the verification steps you have completed, and any other factors that we determine are relevant. We reserve the right to change any such transaction limits in our sole discretion, including to prevent or control Financial Crimes.
- Order Processing. We make no representations or warranties as to the amount of time required to process your orders.
- Fulfilling Orders
- that violates the Third Party Terms or is prohibited by any applicable law;
- that is prohibited by any Third Party Providers’ policy or the policy of any third-party service provider used by the Third Party Provider to host the Third Party Service, as may be communicated to you by Sagecoins or the Third Party Provider from time to time;
- that will interfere with or disrupt the integrity or performance of, or a third parties’ use or enjoyment of, the systems or network on which the Third Party Service is hosted, including if its use results in automated, constant and repeated requests for data other than as permitted under these Terms of Service (e.g. denial of service attack), and has a negative effect on the Third Party Provider or the systems or network on which the Third Party Service is hosted (including abnormal usage that overloads servers on the Third Party Providers’ network or causes portions of the Third Party Providers’ network to be blocked);
- that uses the Third Party Services to create, transmit, distribute or store material that violates trade-mark, copyright, trade secret or other intellectual property laws; violates the privacy, publicity or other personal rights of others; violates export control or data protection laws; impairs the privacy of communications; may be threatening, abusive or hateful; or constitutes or encourages conduct that would constitute a fraud or criminal offence or gives rise to civil liability;
- that seeks to access anything on the systems or network on which the Third Party Service is hosted other than the Third Party Service;
- that seeks to delete, corrupt or prevent access to any data processed or stored by the Third Party Service; or
- that attempts to penetrate the Third Party Providers’ security (which action may also be reported to appropriate law-enforcement agencies).
- Third Party Links
- User Data
- General Disclaimer
- Digital Currency Disclaimer
- By using the Services, you understand that there are substantial risks associated with the purchase of digital currencies through us, and you are agreeing to familiarize yourself and assume any and all such risks, including:
- the funds, digital currencies or value in your Account are not insured in any way by us;
- the value of the digital currencies you hold or acquire through the Services are attached to your digital currency wallets that are accessible only with your private key. If you lose your private key, your digital currencies will be unrecoverable and we will not assist you in recovering digital currencies from any digital currency wallets without your private key;
- we cannot reverse a digital currency order and losses due to fraudulent or accidental transactions are not recoverable;
- price and liquidity of digital currencies has been, and may be, subject to large fluctuations on any given day and you may lose any and all value in your digital currencies at any time;
- some digital currency exchanges have been subject to cyberattacks and other technical issues that have resulted in the loss or theft of digital currencies to their users and there is a risk that a similar cyberattack could affect the Services and result in the theft or loss of your digital currencies for which you cannot recover;
- changes to applicable law may adversely affect the use, transfer, exchange or value of your digital currencies and such changes may be sudden and without notice;
- digital currencies are not legal tender and are not backed by a government; and
- digital currencies have value from the continued willingness of market participants to use digital currencies. Digital currencies are susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular digital currency if the market for such digital currencies disappears.
- Market Information Disclaimer
- Limitation of Liability
- your breach of your obligations, representations or warranties under these Terms of Service or any other instructional manuals, guidelines, or documentation made available by us to you; or
- your violation of any applicable law or the rights of a third party (including any laws related to Financial Crimes and intellectual property rights).
- Term and Termination; Survival
- Term and Termination. These Terms of Service will commence on the day you first use the Services and will continue into force until terminated by either party (the “Term”). We may terminate these Terms of Service at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Sagecoins Platform. You may terminate these Terms of Service at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Sagecoins Platform) that your Account with us be deleted.
- Survival. The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Sections 8 (Privacy), 9 (User Data), 10 (Ownership), 12 (Disclaimers), 13 (Digital Currency Disclaimer), 14 (Market Information Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), 17(b) (Terms and Termination; Survival), and 18 (General).
- These Terms of Service will be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, without giving effect to its conflict of law provisions. You agree that you will bring any claim or cause of action arising out of these Terms of Service, your use of the Services, or any purchase, sale, or transfer of digital currencies made through the Services in the courts located within Vancouver, British Columbia, Canada and you also agree to submit to the personal and non-exclusive jurisdiction of those courts.
- You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms of Service or your use of the Services.
- You may not assign any right, interest, or benefit provided under these Terms of Service without our express prior written consent.
- These Terms of Service set forth the entire agreement between you and us, and supersede any and all prior communications, agreements and proposals, whether electronic, oral or written, between you and us with respect to the Services.
- No waiver of any provision of these Terms of Service will be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing.
- If any of the provisions contained in these Terms of Service are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.
- You will not assign these Terms of Service to any third party without our prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any assignment in violation of this Section will be void. These Terms of Service will inure to the benefit of and be binding upon the parties, their permitted successors, and permitted assignees.
- We will not be liable for delays caused by any event or circumstances beyond Sagecoins’ reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet service failures or delays.
- It is the express wish of the parties that these Terms of Service and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
- The headings in these Terms of Service are for convenience of reference only, and should not be construed as part of this Agreement nor will they limit or otherwise affect the meaning hereof. The terms “including” and “include” will mean “including, without limitation” and “include, without limitation”, respectively.
Except where prohibited by applicable law, we reserve the right to change the Services or these Terms of Service at any time without notice. Your continued access to or use of the Services after any changes to these Terms of Service indicates your acceptance of such changes. It is your responsibility to review these Terms of Service regularly.
You represent and warrant to us that you will not access or use the Services for a transaction in connection with a prohibited use as described in this Section 4. We reserve the right to cancel, close or suspend your Account and your orders immediately and without notice if we determine that your Account is associated with or is or was used in violation of this Section 4.
Sagecoins utilizes digital currency related software and services made available by third party providers (“Third Party Providers”) to fulfil your orders. By using the Sagecoins Platform, you will indirectly access and use the Third Party Providers’ software and services (“Third Party Services”). Your use of the Third Party Services are subject to the Third Party Provider’s terms and conditions (“Third Party Terms”), which are available as follows: https://coinsquare.com/terms and https://www.bidali.com/policies/terms.. The Third Party Terms are hereby incorporated into these Terms of Service.
By using the Services and agreeing to these Terms of Service, you acknowledge and agree to be bound by the Third Party Terms, as may be amended from time to time by the Third Party Providers.
You represent and warrant that you will not use the Third Party Services in any manner:
YOU AGREE THAT THIRD PARTY PROVIDERS AND THEIR AFFILIATES, BUSINESS PARTNERS, CONTRACTORS, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, SHAREHOLDERS, EMPLOYEES, PERSONNEL, OFFICERS, DIRECTORS, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY, “REPRESENTATIVES”) INCLUDING ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING (INCLUDING SUSPENDING OR DISCONTINUING) THE THIRD PARTY SERVICES: (I) SHALL NOT BE LIABLE FOR DAMAGES INCURRED OR SUMS PAID: (A) WHEN THE THIRD PARTY SERVICES ARE TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO MALFUNCTION OR CESSATION OF INTERNET SERVICES BY NETWORKS OR INTERNET SERVICE PROVIDERS NOT SUBJECT TO THE DIRECT CONTROL OF THIRD PARTY PROVIDERS OR FOR ANY CRYPTOCURRENCY OR UNDERLYING BLOCKCHAIN TECHNOLOGY; (B) DUE TO ANY ABUSE, AND (C) FOR ANY BREACH OF SECURITY ON THE NETWORK, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THESE TERMS OF SERVICE FAIL ITS ESSENTIAL PURPOSE; (II) SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY LOST PROFITS, LOST DAMAGED OR COMPROMISED DATA, EQUIPMENT TRANSMISSION OR WEBSITE OR NETWORK DOWNTIME, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER ARISING, WHICH ARE RELATED TO THE SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, EVEN IF THIRD PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE; (III) SHALL NOT BE LIABLE IN CONNECTION WITH THE USE OR INABILITY TO USE ANY CRYPTOCURRENCY PURCHASED VIA THE THIRD PARTY SERVICES, OR ANY CRYPTOCURRENCY TOKENS GENERATED AS A RESULT OF ANY FORK OF ANY CRYPTOCURRENCY PLATFORM OR OTHER SOFTWARE; (IV) SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY PURCHASE, SALE OR TRADE THROUGH THE USE OF THE THIRD PARTY SERVICE AS A RESULT OF ANY FUNDING FAILURE BY SAGECOINS OR FOR ANY OTHER REASON.
We provide links to third party material through the Services as a convenience to you. We are not responsible for any aspect of the information, content, or services on third party websites accessible or linked to the Services, or any part thereof.
You grant to us an irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, transferable and sublicensable license during the Term to access, collect, store, use and disclose any data, information, records, and files that: (a) you load, transmit to, or enter into the Services; or (b) that we collect from your usage of the Services ((a) and (b), collectively, the “User Data”), to: (i) develop, enhance, and make available the Services; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information, and materials, the “Aggregated Statistical Information”). We may create, use, and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.
You represent, warrant, and covenant that User Data will only contain Personal Information in respect of which you have obtained all applicable consents, permissions, and any other requisite authority, in each case as required by applicable law, to enable us to provide the Services and exercise our rights and obligations under these Terms of Service.
You acknowledge and agree that Sagecoins may share your User Data with the Third Party Providers so that you may access and receive the Third Party Services as part of the Services. The Third Party Providers may store and process your User Data in Canada, the United States or in any other country. You acknowledge and agree that the User Data is subject to the laws of the country in which it is held, and may be subject to disclosure to the governments, courts, or law enforcement or regulatory agencies of such country, pursuant to the laws of such country.
You will generally have access to our technical support services (“Support Services”): (i) via telephone at 844-255-SAGE from 9:00am EST each Monday-Friday to 5:00pm EST each Monday-Friday, excluding statutory and civic holidays observed in Ontario; (ii) via email at email@example.com; and (iii) via the FAQ and Blog pages available in the Sagecoins Platform.
All rights, title, and interest, including intellectual property rights, in the Services, Aggregated Statistical Information, and all other materials provided by us hereunder, and any update, adaptation, translation, customization, or derivative work thereof, will remain with us or our third party suppliers, as applicable. The Services and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Service are reserved.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE NATURE, POTENTIAL VALUE, SUITABILITY AND APPROPRIATENESS OF THESE RISKS FOR YOU. WE DO NOT GIVE ADVICE OR RECOMMENDATIONS REGARDING DIGITAL CURRENCIES INCLUDING THE SUITABILITY AND APPROPRIATENESS OF DIGITAL CURRENCY PURCHASES. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ACCESSING AND USING THE SERVICES UNDERSTANDING AND ACCEPTING THE RISKS, AND AT YOUR OWN RISK, AND THAT WE ARE NOT LIABLE FOR ANY LOSSES SUFFERED BY YOU IN RESPECT OF YOUR USE OF THE SERVICES.
By using the Services, you understand that there are substantial risks associated with the purchase of digital currencies through us, and you are agreeing to familiarize yourself and assume any and all such risks, including:
Any up-to-date market information, including quotes, order books, or charts that we provide you is provided ‘as is’ and ‘where is’ without representations or warranties of any kind, and may contain typographical errors, be incomplete, or inaccurate. While we may correct any such errors, missing information, or inaccuracies, we are under no obligation to do so.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF SERVICE.
TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED THE FEES RECEIVED BY US FROM YOU IN THE IMMEDIATE 6 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
You will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, arising out of or in connection with: