These terms and conditions (these "Terms") are between you (also referred to herein as "user", "you" and "your") and TradeStars Group Corp, a company incorporated in the British Virgin Islands with registered address at 80 Main st, P.O. Box 3200, Road Town, Tortola, VG1110, British Virgin Islands ("TradeStars", "we", "us" and "our"). These Terms govern your use of the services provided by TradeStars described below (the "Services"). By signing up to use an account through https://tradestars.app/ (the "Website") you agree that you have read, understand, and accept all of the terms and conditions contained in these Terms.
We may make changes to these Terms from time to time. If we do this, we will post the revised Terms on the Website and will indicate at the top of this page the date the was last revised. You understand and agree that your continued use of the Service or the Website after we have made any such changes constitutes your acceptance of the new Terms.
- 1.ACCOUNT SET UP
To be eligible to use the Website you must be at least eighteen (18) years of age or such other legal age of majority applicable in your jurisdiction.
If you violate any of these Terms, or otherwise violate an agreement between you and us, TradeStars may terminate your membership, delete your profile and any content or information that you have posted on the Website and/or prohibit you from using or accessing the Service or the Website (or any portion, aspect or feature of the Service or the Website), at any time in its sole discretion, with or without notice.
By using a Platform User Account, you agree and represent that you will use TradeStars only for yourself, and not on behalf of any third party, unless you have obtained prior approval from TradeStars. You are fully responsible for all activity that occurs under your Platform User Account. We may, in our sole discretion, refuse to open a Platform User Account, or limit the number of Platform User Account(s) that you may hold or suspend or terminate any Platform User Account at any time.
- 3.Registration of Platform User Account
In consideration of your use of the Website, you agree to (i) pick a permissible username, (ii) provide a valid email which is currently in force, and all such other information as may be requested by TradeStars ("Registration Data"); (ii) maintain the security of your password and identification; (iii) maintain and promptly update the Registration Data, and any other information you provide to TradeStars, to keep it accurate, current and complete; (iv) promptly notify TradeStars regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Website or Service or the terms on which you use the Website or Service; and (v) be fully responsible for all use of your account and for any actions that take place using your account.
- 4.Registration Data; Account Security.
Once your Platform User Account is created by providing the information requested in Section 1.4, you may fund your account in two alternative methods:
- 2.By depositing digital assets directly from your digital wallet to the deposit address indicated prescribed by the TradeStars platform. You are solely responsible for security and secure access to your chosen digital wallet.
- 3.By interacting with the Transak or any other fiat currency on-ramp provider integrated within the TradeStars Platform, providing all requested KYC/AML user information, and thereafter making the relevant payment by credit card or wire transfer in accordance with instructions from the relevant fiat currency on-ramp provider (which will deposit the purchase digital assets with the TradeStars Platform after payment is received).All digital assets deposited with the TradeStars platform will first be converted into stable tokens such as USDT/USDC, which the user may utilise to interact with the Fractional NFT Market (as described below).You agree and understand that you are not allowed to enter any restricted area of any computer or network of TradeStars under any circumstances, or perform any functions that are not authorised by these Terms.
- 4.THE SERVICE
- 1.. TradeStars platform and ServicesTradeStars is an application that runs on the Ethereum and Matic/Polygon blockchain network (the "Relevant Blockchain Network"), using specially-developed smart contracts together with a Decentralised frontend, which allows users to (i) create and list various marketplaces ("Fractional NFT Markets") for the trading of fungible fractions of non-fungible tokens ("NFTs"), (ii) stake digital assets to create fungible fractions of NFTs (i.e. "Smart Tokens") and (iii) trade these Smart Tokens with the Fractional NFT Market.The price for each Smart Token (each associated with a specific athelete) will change based on supply and demand, which in turn depends on that specific athlete's performance in real-life events/statistical data and how that performance will translate into fantasy points (i.e. 1 Goal = X fantasy points, as more particuarly described in the Game Rules). Competing users aim to gain an advantage and acquire as much fantasy points as possible based on their specialised knowledge and/or sentiment towards how the athlete may perform in real life events. The Game Rules may be modified by TradeStars at its sole discretion.Fantasy points are the mechanism to measure each user's success within the platform's gamification features, so Tradestarts will develop various features and products that will encourage users to increase their accrued fantasy points. Further, the platform may distribute its native tokens (TSX) as an incentive to encourage users to utilise the TradeStars Platform and rewards for top performing users.When Smart Tokens are purchased from the Fractional NFT Market, the price of each Smart Token is determined by the underlying smart contract following a bonding curve algorithm, which adjusts pricing based on the actual supply and demand of such Smart Tokens. For each purchase, the payment gets added to the reserve balance and new Smart Tokens are issued to the buyer, increasing the price per Smart Token. In converse, when Smart Tokens are liquidated, they are removed from the supply, reserve tokens are transferred to the seller, and the price per Smart Token decreases.The Services provided by TradeStars are strictly limited to provision of technical infrastructure and it does not in any way participate or guarantee the successful execution of transactions on the platform, or such other ancillary activities such as cancellation, mistake, return or refund.A user which elects to provide liquidity on the Fractional NFT Market in the form of Smart Tokens, NFT or digital tokens shall do so solely at its own risk. Trading activity occurring on the exchange infrastructure may result in loss in the value or quantity of Smart Tokens, NFT or digital tokens provided, and the user shall be responsible for its own activities. In no event shall TradeStars be obliged to compensate or insure any user for any event of loss in connection with usage of the Services.
- 2.Ownership and terms relating to Smart TokensThe creator of the NFT and Smart Tokens is free to set their own terms relating to the same and TradeStars is not a party to these terms. Accordingly, notwithstanding that a user holds the Smart Tokens, TradeStars cannot provide any guarantee, warranty or assurance regarding the authenticity, uniqueness, originality, quality, marketability, legality or value of any Smart Tokens, the underlying NFT or intellectual property, or associated metadata.Our Service does not store, send, or receive NFTs or Smart Tokens. This is because NFTs and Smart Tokens exist only by virtue of the ownership record maintained on the Relevant Blockchain Network. Any creation or transfer of title that might occur in any NFTs or Smart Tokens occurs on the Relevant Blockchain Network, and not in connection with the Service. TradeStars cannot guarantee that it, or any party can effect the transfer of such title or right to any such NFTs or Smart Tokens.
- 3.Service feesEach time you trade Smart Tokens with the Fractional NFT Market, you authorize us to collect a commission of 0.5% of the total value of the transaction (each, a "Commission"). This Commission will be exclusive of any transaction fees charged by the Relevant Blockchain Network for interactions (i.e. purchase or sale of Smart Tokens) with the Fractional NFT Market and associated smart contracts.If you elect to purchase, trade, or sell a Smart Token with or from other users via the Service, any financial transactions that you engage in will be conducted solely through the Relevant Blockchain Network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Service, or any other transactions that you conduct via the Relevant Blockchain Network.
- 4.Not an Offering of banking business, Securities or CommoditiesYou understand and affirm that TradeStars is a non-custodial provider of technical smart-contract services which allows users to interact with each other and manage their Smart Tokens. The content of the Website and the Services do not constitute any banking business, an offer to buy or sell or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities or any other financial instruments in any jurisdiction. The content or the Website and the Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation. In particular, the Services do not constitute any "banking business" within the meaning of any banking laws or "capital markets products" or "securities" within the meaning of any securities law.
- 5.No AdviceTradeStars makes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of participating in online financial products, securities, funds, commodity interests, partnership interests or other investments or funding or purchasing loans. The past performance of any investment, loan, security, partnership interest, commodity or financial instrument is not a guide to future performance. TradeStars is merely a technology service provider connecting you with various third parties and does not offer fiduciary services, and is not your agent, advisor or fiduciary.
- 6.TaxesIt is your sole responsibility to determine whether, and to what extent, any taxes apply to any interest received through the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
- 5.RISK FACTORS
- 1.Third party RiskWhen using the Services, users may be providing third parties control and/or ownership of their Smart Tokens. As such, there may be fraudulent or unauthorised activity conducted by these third parties, which may result in users losing all or substantially all of their Smart Tokens.
- 2.No InsuranceSmart Tokens are not legal tender, is not backed by the government, and are not subject to the Deposit Insurance Scheme or protections under any banking or securities laws. TradeStars is not a bank and does not offer fiduciary services, nor does it offer any security broking services.
- 3.New Technical RiskThe TradeStars software used for TradeStars is new. While this software has been extensively tested, the software used for the Services are still relatively new and could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations.
- 4.Reliance on Third Parties RiskThe Services rely in whole or partly, on third party software and the continued development and support of third parties. There is no assurance or guarantee that those third parties will maintain their support of their software, which might have a material adverse effect on the Services.
- 5.Information Security RiskSmart Tokens, and use of the Services may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Services in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because each of the Relevant Blockchain Networks rests on open source software, there is the software underlying the Services may contain intentional or unintentional bugs or weaknesses which may negatively affect the Services or result in the loss of user’s Smart Tokens, the loss of user’s ability to access or control their Platform User Account. In the event of such a software bug or weakness, there may be no remedy and users are not guaranteed any remedy, refund or compensation.
- 6.Regulatory risksThe regulatory status of Smart Tokens and NFTs, and distributed ledger technology is unclear or unsettled in many jurisdictions. While every effort has been taken to ensure that the Services are compliant with local laws, it is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to the Services. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Services. Regulatory actions could negatively impact TradeStars in various ways, and thus the Services may not be available in certain areas.
- 7.Taxation RiskThe tax characterisation of Smart Tokens is uncertain. It is possible that the user's intended treatment of Smart Tokens may be challenged. You must seek your own tax advice in connection with the Services provided by TradeStars, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
- 8.Additional conditions of usage of the Website and ServicesYour usage of the Website and Services is subject to the following additional conditions:
- 1.Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), or that involves proceeds of any unlawful activity.
- 2.Abusive Activity: you agree not to engage in any activity that poses a threat to TradeStars or the Website, for example by distributing a virus or other harmful code, or through unauthorized access to the Website or other users’ accounts.
- 3.Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Services.
- 4.Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Website to contact individuals, companies, or other persons or entities outside the Website for any purpose, including but not limited to marketing activity.
- 5.Fraud: you agree not to engage in any activity which operates to defraud TradeStars, others users, or any other person; or to provide any false, inaccurate, or misleading information to TradeStars.
- 6.Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.
- 6.WEBSITE AVAILABILITY AND ACCURACY
- 1.Access and AvailabilityAccess to the Services may become degraded or unavailable on TradeStars during times of significant volatility or volume. This could result in the inability to interact with third party services for periods of time and may also lead to support response time delays. Users will, however, be able to access these third party services through other means. Although we strive to provide you with excellent service, we do not guarantee that the Website or Services will be available without interruption and we do not guarantee that requests to interact with third party services will be successful.
- 2.Website AccuracyAlthough we intend to provide accurate and timely information on the Website, the Website (including, without limitation, the content may not always be entirely 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, to the extent permitted by applicable law, 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 Website are your sole responsibility and we shall have no liability for such decisions. Links to third party materials (including without limitation any 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 such third party materials accessible or linked to from the Website.
- 7.CONSENT TO ELECTRONIC DISCLOSURES AND SIGNATURES
- 1.GeneralBecause TradeStars operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our providing you certain disclosures electronically, either via our Website or to the email address you provide to us. By agreeing to these Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Website and Service.
- 2.CommunicationsBy accepting these Terms, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Notwithstanding the aforementioned, any form of communication from TradeStars will be provided to you electronically through the Website or via email to the email address you provided us. If you require paper copies of any agreements or disclosures, you may sign in to your account on our Website and print the documents desired.
- 3.Scope of ConsentYour consent to receive disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such disclosures relate, whether between you and TradeStars or a third party by and through the Service. Your consent will remain in effect for so long as you are a user and, if you are no longer a user, will continue until such a time as all disclosures relevant to Services received through the Website.
- 4.Withdrawing ConsentYou may withdraw your consent to receive agreements or disclosures electronically by contacting us at [email protected] However, once you have withdrawn your consent you will not be able to access the Services.
- 5.Change in Your Contact InformationYou must keep TradeStars informed of any change in your email so that you can continue to receive all agreements and disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to [email protected] If you are a business or entity user or are acting on behalf of a business or entity, you will keep us informed of any change to your email address.
- 8.INTELLECTUAL PROPERTY AND COPYRIGHT
- 1.Intellectual PropertyAll title, ownership and intellectual property rights in and to the Service are owned exclusively by TradeStars or its licensors. You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by TradeStars, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Service, in whole or in part. TradeStars's exclusive ownership shall include all elements of the Service, and all intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with Service), design, systems, methods, information, computer code, software, services, "look and feel", organization, compilation of the content, code, data, and all other elements of the Service (collectively, the "TradeStars Materials") are owned by TradeStars, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All TradeStars Materials are the copyrighted property of TradeStars or its licensors, and all trademarks, service marks, and trade names contained in the TradeStars Materials are proprietary to TradeStars or its licensors. Except as expressly set forth herein, your use of the Service does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Service. We reserve all rights in and to the TradeStars Materials not expressly granted to you in the Terms. For the sake of clarity, you understand and agree: (i) that any "purchase" of a Smart Token, whether via the Service or otherwise, does not give you any rights or licenses in or to the TradeStars Materials (including, without limitation, our copyright in and to the art and drawings associated with the Service and content therein) other than those expressly contained in these Terms; and (ii) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the TradeStars Materials (including, without limitation, our copyright in and to the art and drawings associated with the Service and content therein) in any way without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion.
- 2.Copyright ComplaintsIf you believe that any material on the Website infringes upon any copyright which you own or control, you may send a written notification of such infringement to TradeStars at [email protected]
- 3.SuggestionsYou acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Service ("Suggestions"), provided by you to TradeStars are non-confidential and shall become the sole property of TradeStars. TradeStars shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
- 4.User conductYou acknowledge and agree that you are responsible for your own conduct while accessing or using the Service, and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Service any content that infringes the intellectual proprietary rights of any party; (v) use the Service to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users' enjoyment of the Service; (viii) exploit the Service for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Service; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Service or any part of it; (xi) reformat or frame any portion of the Service; (xii) display any content on the Service that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; or (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or the content posted on the Service, or to collect information about its users for any unauthorized purpose.; (xiv) create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the Service for the purpose of creating a product or service that is competitive with any of our products or services.
- 9.DATA PROTECTION AND SECURITY
- 1.Password SecurityIn order to access the Services you will be required to provide your name and email address and to create a password. You are responsible for keeping the electronic device through which you access Services safe and maintaining adequate security and control of any and all security details that you use to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected. TradeStars assumes no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of TradeStars and/or failure to follow the requirements set out in this Section 7.1, or follow or act on any notices or alerts that we may send to you.
- 2.Loss or CompromiseAny loss or compromise of your electronic device or your security details may result in unauthorized access to your account by third parties and the loss or theft of Smart Tokens held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.
- 3.Shared AccessYou should never allow remote access or share your computer screen with someone else when you are logged on to your account. TradeStars will never under any circumstances ask you for your passwords or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third party for the purposes of remotely accessing your account. Always log into your account through the Website to review any required actions if you have any uncertainty regarding the authenticity of any communication or notice.
- 5.Security BreachIf you suspect that your Platform User 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 TradeStars (together a "Security Breach"), you must notify TradeStars as soon as possible by email free of charge at [email protected] and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably 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.
- 6.Safety and Security of Your Computer and DevicesTradeStars is not liable for any damage or interruptions caused by any computer viruses or other malicious code 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 us.
- 10.USER FEEDBACK, QUERIES, COMPLAINTS, DISPUTES 37. Contact TradeStarsIf you have feedback, or general questions, please contact us via our User Support at [email protected] When you contact us please provide us with your name, email address, and any other information we may need to identify you, your Platform User Account(s), and the transaction on which you have feedback or questions.
- 1.Dispute ResolutionPLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.Each party (i) waives all its respective right(s) to have any and all disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") arising from or related to these Terms resolved in a court, and (ii) waive all its respective right(s) to have any Disputes heard before a court. Instead, each party shall arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).Any Dispute arising out of or related to these Terms is personal to you and will be resolved solely through individual arbitration, and in no circumstances shall be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an entity attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.Any Dispute arising out of or in connection with these Terms (including without limitation the enforceability of this section or any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by arbitration in accordance with the BVI IAC Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this section 8.2. The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the Parties agree otherwise. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English.Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at [email protected]_. _Notice to you shall be either posted on the Website or, if available, will be sent by email to your email on record. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a full and sufficient description of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable party, then either you or the Company may, as appropriate and in accordance with this section, commence an arbitration proceeding or, to the extent specifically provided for in this section, file a claim in court.The arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.If any term, clause or provision of this section is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this section will remain valid and enforceable. Further, the waivers set forth in this section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.You agree that this section of these Terms has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.A printed version of these Terms shall be admissible in judicial or administrative proceedings.
- 2.DisclaimersNone of TradeStars's, its parent, any of its affiliates, subsidiaries, providers or their respective officers, directors, employees, agents, independent contractors or licensors (collectively the "TradeStars Parties") guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Content and the TradeStars Parties disclaim liability for errors or omissions in the Content. This Website and all of the Content is provided "as is" and "as available," without any warranty, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement or title. Additionally, there are no warranties as to the results of your use of the Content. The TradeStars Parties do not warrant that the Website is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to these Terms. TradeStars cannot guarantee and does not promise any specific results from use of the Website and/or the Service.
- 3.AvailabilityThe Website and the Service may be temporarily unavailable from time to time for maintenance or other reasons. TradeStars assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. TradeStars is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Website or combination thereof, including injury or damage to users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will TradeStars be responsible for any loss or damage, including any loss or damage to any user Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Website or the Service, any user content or Third Party Content posted on or through the Website or the Service or transmitted to users, or any interactions between users of the Website, whether online or offline.
- 4.Limitation on LiabilityEXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL TRADESTARS OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE OR THE SERVICE OR ANY OF THE WEBSITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE WEBSITE, EVEN IF TRADESTARS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW TRADESTARS'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO TRADESTARS FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE WILL TRADESTARS'S LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO TRADESTARS FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM TRADESTARS, REGARDLESS OF THE CAUSE OF ACTION.CERTAIN NATIONAL, FEDERAL OR STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
- 5.IndemnityYou agree to indemnify and hold TradeStars, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of any dispute with another user of the Website or any third party. You also agree to indemnify and hold TradeStars, its subsidiaries and affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, 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 your breach of these Terms or your violation of any law, rule or regulation, or the rights of any third party.
- 11.GENERAL PROVISIONS
- 1.AmendmentsWe may amend or modify these Terms by posting on the Website or emailing to you the revised Terms, and the revised Terms shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein. If the revised Terms includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.
- 2.Force MajeureTradeStars shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
- 3.Governing Law; VenueYou agree that the laws of the British Virgin Islands, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and TradeStars, except to the extent governed by local law. You and TradeStars consent to personal jurisdiction on the courts of the British Virgin Islands.
- 4.Links to Other Web Websites and ContentThe Website contains (or you may be sent through the Website or the Services) links to other web sites ("Third Party Websites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on the Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of or linking to any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website.
- 5.AssignmentThese Terms, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction (without have to seek your prior consent). Any attempted transfer or assignment by you in violation hereof shall be null and void. These Terms shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
- 6.No-WaiverThe failure of TradeStars to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
- 7.Relationship of the partiesYou agree and understand that nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognise a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from these Terms is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and these Terms and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
- 8.NoticesTo give us notice under these Terms, the user must contact TradeStars by email at [email protected]
- 9.PromotionsFrom time to time, TradeStars may make available special offers or conduct promotions for qualifying users. Subject to applicable laws, TradeStars may establish qualifying criteria to participate in any special promotion its sole discretion. TradeStars may revoke any special offer at any time without notice. TradeStars shall have no obligation to make special offers available to all users. TradeStars makes no recommendation and does not provide any advice about the value or utility of any service provided by third parties on TradeStars.
- 11.SeverabilityIf any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.
- 12.SurvivalThe following provisions of these Terms shall survive termination of your use or access to the Website: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Website.
- 13.English languageNotwithstanding any other provision of these Terms, any translation of these Terms is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language. In the event of conflict or ambiguity between the English language version and translated versions of these terms, the English language version shall prevail. You acknowledge that you have read and understood the English language version of these Terms.