1.1. These terms and conditions of use (the "Terms and Conditions" or "Terms"), establish the basic terms and conditions under which a user (hereinafter, a "User"), may use the Services (as defined under the clause 3.1.) with various Digital Assets (as these terms are defined below)
The services are provided to each user according to the conditions of residence, territory or jurisdiction that apply to them in accordance with these terms and conditions or the agreements or contracts signed between the parties in each Company, which are expressly accepted by users when entering , make use of the platform, when sending or subscribing to specific conditions. Notwithstanding the foregoing, the companies (hereinafter, The Company) described below may have specific conditions of operation and functioning, which each user is responsible for determining and accepting, as applicable:
Argentina:OTC Investment Solutions S.A. Suipacha 1380, Piso 3, CABA, Argentina. E-mail: firstname.lastname@example.org. Jurisdicción: CABA.
Brasil: OTC Brazil Ltda. Rua Joaquim Floriano, 243, conjunto 72, Itaim Bibi, CEP 04534-010, São Paulo, Brazil. E-mail: email@example.com. Jurisdicción: São Paulo.
Uruguay: Jauder S.A. Dr. Héctor Miranda 2361, Montevideo, Uruguay. E-mail: firstname.lastname@example.org
Other countries and USA (USA only citizens or resident of California, Florida, Indiana, Massachusetts, Missouri, New Jersey, Utah, Wisconsin, Wyoming): OTC Investment Solutions LLC. USA. 2980 NE 207th St - Suite 307, Aventura, FL 33180, Florida, USA. E-mail: email@example.com. Jurisdicción: Miami-Dade, County. Florida (under law of Florida of Florida).
1.2. The User accepts and acknowledges that the use of the Service offered by the corresponding Company, as well as the execution of any transaction or the general use of the Service in any way, implies acceptance of these Terms and Conditions. Likewise, the User understands that each order made with the Company, whether by email, invoice, purchase order or any other means of electronic communication that the Company accepts and/or provides, will result in the execution of one or several binding transactions (each one, a “Transaction”). The User assumes full and total responsibility for all use that he gives to the Services as a result of the process provided in these Terms. The user expressly accepts that the services are subject to penal clause conditions applicable in case of non-compliance.
1.3. The Company reserves the right to amend and/or modify these Terms and Conditions. The User accepts and acknowledges this faculty of the Company and undertakes to be aware of the Terms at all times, with the exception of those materially relevant changes, in which case the Company undertakes to keep the User informed in this regard. If the User does not accept these Terms and / or those amendments or modifications that may be suffered, then he must refrain from using the Services.
1.4 These Terms and Conditions (hereinafter the "Terms and Conditions" or "TyC") describe the general conditions applicable to any natural and/or legal person who for any reason accesses the Site (hereinafter indistinctly the "Users", or the "User"), in the jurisdiction or territory that applies. If the User uses the Site, it will be understood that he has fully and unreservedly accepted these Terms and Conditions. Consequently, the User undertakes to comply with all the provisions contained in these Terms and Conditions, under the applicable laws, statutes, rules and regulations applicable to the use of the Site. The Owner of the Site reserves the right to revise these T&C at any time, updating and/or modifying this page. The User must review these Terms and Conditions each time they access the Site, since they are mandatory and binding. Likewise, due to the fact that certain services and contents offered to Users through the Site may contain specific rules that regulate, complement and/or modify these T&C, Users are recommended to take specific knowledge of them before using the Site.
2.1. Neither the Company nor its affiliates, controllers and/or subsidiaries, have authority or control over the blockchains or the software protocols that govern the operations with Digital Assets enabled under the Transactions and/or the Services. In general, these blockchains and protocols are open source and anyone can use, copy, modify and distribute them.
2.2 By using the Service, the User acknowledges and agrees that:
(i) neither the Company nor its affiliates, controllers and/or subsidiaries are responsible for the operation of the blockchains and the underlying protocols, nor do they guarantee their functionality, security or availability, and,
(ii) blockchains and protocols are subject to sudden changes in their operating rules (as in the case of possible forks or "Forks"), which may materially and/or significantly affect the value, functionality and/or denomination of the Asset Digital in question, and create new digital assets. In the event of a Fork, the User accepts that the Company may temporarily suspend its operations without prior notice and, if it deems it necessary, (a) configure or reconfigure its systems and/or (b) decide not to support (or stop supporting) a protocol and/or the original and/or the alternative Digital Asset, as long as the User has the opportunity to withdraw the original Digital Assets from the Platform. The User accepts that the Company does not have and will not have the obligation to assign or in any way credit the User with the alternative digital assets from a Fork. The User accepts that the Company, affiliates, controlling and/or controlled companies do not assume any obligation or responsibility with respect to a Fork, an unsupported branch of a blockchain, or an alternative protocol to an existing one.
2.3. The risk of suffering a loss when using the Services or maintaining a position with any of the Digital Assets is high. The price established for a Digital Asset may vary in short periods of time. Many Digital Assets are not backed by assets, commodities or financial entities or any central bank. The User hereby understands and accepts these risks and, therefore, will obtain in particular any type of fiscal, financial and/or legal advice before using the Services. For this reason, the User declares that the Company, its affiliates, controlling and/or controlled companies, shareholders, directors, employees and/or third parties are harmless and free from any damage for any damage and/or loss, direct or not, caused by the Services.
3.1. Once enabled to operate, the User may (i) purchase and carry out sale operation on Bitcoin (BTC), Ethereum (ETH), USD Coin (USDC), ether (USDT), and all those tokens that are subsequently incorporated, enabled or made available (hereinafter, the “Digital Assets”), in accordance with the contract that will be signed for this purpose; and (ii) carry out the custody of the Digital Assets through the vaults tool (vaults), provided by the Company and developed for that purpose for the User (hereinafter, the "Service"). The Service will be provided through the website https://www.ripio.com/en/select/ (the “Site”).
3.2. To access the Service, the User must have an account enabled to operate within the Site. To do this, you must enter the Site and register using a form for this purpose. Once the form is completed, the Company will contact the User to finalize the registration process and its possible authorization. Notwithstanding the foregoing, the Company reserves the right to enable Users, under the guidelines and limits established to operate by the Company in relation to the User's transactional profile, the applicable jurisdiction, and the information made available by the User.
3.3. Once the User has completed the registration process, the Company will send the following documents to the User for their signature and express acceptance: (i) these Terms and Conditions; (ii) the operations management contract; (iii) affidavits; and (iv) any other document that, at the Company's discretion, is sufficient and necessary to complete the User's transactional profile. Once all this documentation has been received by the Company, the User may be enabled to access the Site and use the Service.
3.4. The Service includes the Company will act as an exchange in the transactions and will act as the User's agent in relation to them. Notwithstanding the foregoing, the Company does not provide advice and/or recommendations in relation to the viability and/or potential of the transactions and/or use of the Service. Therefore, the User will take his own advice and/or recommendations under his own responsibility and judgment before finalizing a transaction and/or making use of the Service.
4.1. Users may be those individuals who prove, among others, the following requirements: (i) be over 18 years of age; (ii) have full capacity to contract; (iii) have sufficient financial capacity, the minimum limit of which is USD$5,000 (five thousand United States dollars); and (iv) any other documentation that the Company deems necessary.
4.2 In the case of legal persons, in addition to the above requirements, they must prove: (i) statute or social contract of the legal person duly registered with the corresponding registry, as well as any modification that may exist; (ii) power or mandate with sufficient capacity to exercise representation; and (iii) any other documentation that the Company deems necessary. Notwithstanding the foregoing, the Company may require any other information it deems necessary and pertinent for the purpose of generating the registration and subsequent possible authorization of the User to operate on the Site and use the Services.
4.3 The user accepts and acknowledges that if they are a natural (physical) or legal person residing in the USA in the State of Florida or in the States expressly permitted by Ripio Select (US Person), they can only register and be authorized to operate in the OTCIS LLC. Likewise, for US Persons, it is substantially prohibited to register and/or operate in other Ripio Select companies located outside the territory of the United States of America. To operate in OTCIS LLC, natural or legal persons residing or not in the United States must provide documentation and forms W-9, 2-8BEN or W8-BEN-E, as applicable. The user of OTCIS LLC acknowledges and accepts that it is possible that "Backup Whitholding" measures may be applied in accordance with the provisions of the IRS that can be consulted at https://www.irs.gov/businesses/small-businesses-self-employed /backup-withholding.
5.1. The User must use the Service in accordance with the provisions of these Terms and Conditions and/or as established on the Site, if applicable. The User accepts, declares and acknowledges that the Company reserves the right to limit, suspend and/or discontinue the provision of the Service for any reason, including but not limited to breach of these Terms and Conditions, insufficient funds or market conditions and/or or any other condition that at the discretion of the Company so requires.
5.2. Regardless of the time or means used and/or arranged by the Company and/or used by the User to use the Service, the User accepts, acknowledges and understands that the nature of the Digital Assets and the market in which they operate implies that the price may vary significantly. The Company will not be responsible, and the User will keep the Company and/or affiliates, controlling, controlled, shareholders, directors, employees and/or representatives harmless at all times for any loss or damage suffered and/or caused by reason of this variation. Likewise, the User acknowledges that the Service is independent from third-party exchanges and that the Company is not subject or obliged to reflect and/or quote and/or refer to a particular price or index.
6.1. The User acknowledges and accepts that the Service may contain the collection of a commission that the Company will determine at its sole will and discretion, based on market conditions. The User accepts and acknowledges that the commission to be charged by the Company may vary according to market conditions and the Digital Assets involved.
6.2. The user understands and accepts that transactions through the blockchain require the payment of fees to the communities or controllers of these networks or platforms. For the transaction to be successful, the user understands and accepts that they must have sufficient funds in trade tokens so that the corresponding fees can be charged or debited.
7.1. The Company, once the User's operating account is enabled, will assign, at its discretion, one or more vaults so that the User can safeguard their Digital Assets within the Site and make use of the Service (hereinafter, a "Wallet"). At all times, the User will have ownership of all Digital Assets transferred by the Company to his Wallet.
7.2. The User accepts and acknowledges that:
1) The Digital Assets may be kept in a master wallet owned and owned by the Company, together with the Digital Assets of other Users;
2) The Company will not dispose of or manage the User's Digital Assets without their express authorization;
3) The Company will not be responsible for the unauthorized use of the Wallet that the User delegates to third parties and the risk that this implies; Y
4) The Digital Assets supported by the Services may vary from time to time.
7.3. The User acknowledges and agrees that the Digital Assets will not be segregated. Consequently, if the Company or eventually any third party related to it becomes insolvent or goes bankrupt or for any reason stops providing services, there may be delays in identifying the Digital Assets belonging to each User, increasing the risk of definitive loss thereof.
7.4. In accordance with the provisions of subparagraph 2) of article 7.1., the User acknowledges and accepts that, by using the Services, (i) grants an irrevocable mandate to the Company so that it manages and stores the Digital Assets in the User's Wallet; and (ii) irrevocably authorizes the Company to send and receive Digital Assets to and from the User's Wallet in accordance with the orders given by the User.
7.5. The User acknowledges that in the Wallet or the Custody service authorized by Ripio Select, it is possible that they can receive digital assets from other wallets. The User accepts that it is only allowed to receive digital assets or tokens that are expressly authorized by Ripio Select.
8.1. t will be the exclusive responsibility of the User to determine if the application of any tax for the use of the Services corresponds and, for this reason, report them to the corresponding Tax Authority. The Company does not provide and will not provide any advice on tax and/or fiscal matters for the Services provided to the User.
9.1. The User will be solely and fully responsible for keeping their data in a safe and secret place to use the Site and control and monitor the use of their password and username (the "Account"). Therefore, the User must not allow or inform or share their Account with third parties. The User acknowledges and accepts that any operation or action that is executed through his Account will be by name and account of the User, freeing from all types of responsibility and keeping the Company, its affiliates, controlling, controlled, shareholders harmless at all times, directors, employees and/or representatives. If the User believes or thinks that his Account is compromised, he must immediately contact firstname.lastname@example.org.
9.2. By accepting these Terms and Conditions, the User accepts and acknowledges that he will be subject to these Terms and will hold the Company, its affiliates, controllers, subsidiaries, shareholders, directors, employees and/or representatives.
10.1. All the information provided to the User through the Site and through the Services and/or any other means established and determined by the Company cannot and should not be considered as advice, opinions and/or indications in relation to the Site and/or the Services to use by the User. The User must take this information for the sole purposes of the Service and cannot and must not reproduce in any way the information provided by the Company.
11.1. The User guarantees the Company that:
a) The User complies and has complied with all the laws of the corresponding jurisdiction that applies to him according to the Company with which the User has a contract or agreement, and any other jurisdiction that may have an interest in any operation at the time of using the Services under of these Terms and Conditions, including anti-money laundering and anti-terrorist financing laws. The User agrees to continue to comply with all such applicable laws and regulations while these Terms and Conditions are applicable to him;
b) The information related to the User and delivered to the Company is true, exact and complete in all its aspects, and the User will immediately notify the Company in writing of any change.
c) If the User is a legal entity, he declares that:
i) exists and is current and in order under the laws of the jurisdiction in which it was incorporated;
ii) he has all power and authority necessary to be bound by these Terms, to perform his obligations, and to perform the transactions contemplated herein and the obligations arising from the Services;
iii) the execution and granting of these Terms and Conditions, the execution of the obligations and the consummation of the operations when using the Services contemplated herein, have been duly authorized by any business and/or corporate action and/or resolution that has been required;
vi) the human person who accepts and/or signs in the name and on behalf of the legal person User, is vested with sufficient power and authority to be bound in the name and on behalf of the legal person User, on behalf of and by order of the legal person User and to bind to the legal person User under the entire scope of this.
d) The User acknowledges that in case of authorizing the Company to transfer their Digital Assets to another wallet other than the one provided under the Service, it will be understood (i) that the Company will be acting on behalf and order of the User; and (ii) that wallet is the property of the User, releasing the Company from all liability in the event of any problem and/or inconvenience and/or failure and/or technical error and/or of any other nature that may occur at the time of executing the transference. Likewise, the rules provided under article 7.3. of these Terms will apply.
e) The User, in addition, shall hold the Company, its affiliates, controllers, subsidiaries, shareholders, directors, employees and/or representatives harmless and free from any damage for any loss or damage caused by non-compliance with these Terms and Conditions and for the use of the Services;
f) The Company may disable and close a User's Account and, consequently, prevent the use of the Service through the Site, by sending a written communication and/or email and/or any other means of communication established between the Company and the User to the extent that the Company determines, at its sole discretion, that the User has incurred in a material breach of the guarantees and/or obligations contained in these Terms and Conditions as well as in any other document that the Company and the User has signed. Notwithstanding the foregoing, prior to the disqualification and closure of the Account, the Company, by means of a communication, will grant the User a period of five (5) business days to remedy and regularize the breach, if applicable. After this period, the Company may proceed with the disqualification and subsequent closure of the Account.
g) The User guarantees the Company that the fiat funds used for the Services come from a legal origin, freeing from any type of civil and/or criminal liability and holding harmless the Company, its affiliates, controllers, subsidiaries, shareholders, directors, employees and/or representatives against any type of damage and/or harm that this may cause.
h) By accepting these Terms, the User grants a sufficient and irrevocable express mandate to the Company so that it disposes of the Digital Assets object of the Service in accordance with the instructions given by the User, according to its sole discretion.
12.1. The Service is provided under the "as is" modality and according to its availability. The Company does not guarantee that it will be provided error-free or uninterrupted.
12.2. Neither the Company nor its affiliates, controllers and/or subsidiaries, expressly or implicitly, in whole or in part, guarantee: a) the normal and proper functioning of any third-party system or protocol that may be used to support the Service; b) the valuation and liquidity over time of the Digital Assets; c) the amount of time under which a transaction may hold a price; d) the immutability and/or security of the blockchain or the technology underlying the Digital Assets or any wallet, including those provided by the Company associated with the Service; or e) the gratuitousness and availability of the technology that accompanies the Service, as well as the lack of any error, virus, bug, dysfunction or any attempt to compromise with the security or integrity, or that any data or information related to any digital asset they will be safe against loss, corruption or theft during transmission over the internet or any other network.
12.3. THE COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, AND OTCIS HEREBY EXPRESSLY DISCLAIMS, AND COUNTERPARTY HEREBY WAIVES, ANY OTHER REPRESENTATIONS, WARRANTIES, OR REMEDIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATED TO THIS AGREEMENT, ANY TRADE ORDER, ANY PURCHASED DIGITAL ASSETS OR ANY OTHER ITEMS PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, ALL PURCHASED DIGITAL ASSETS ARE PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE”.
12.4 IN THE EVENT THAT THE COMPANY MUST CARRY OUT BALANCES OR ASSETS RETURN OPERATIONS, THE USER WILL HAVE A PEREMPTORY TERM OF 72 HOURS TO MAKE THE TRANSFER TO OTHER WALLET. THE PERIOD WILL COUNT FROM THE SENDING OF THE COMMUNICATION TO THE EMAIL REGISTERED BY THE USER. IN THE EVENT THAT THE USER DOES NOT PERFORM THE REQUESTED RETURN OPERATION, AND UNDER THE USER'S RESPONSIBILITY, WHICH UNDERSTANDS AND ACCEPTS, THE COMPANY MUST CARRY OUT THE RETURN OPERATIONS TO THE ORIGIN WALLET ON ITS OWN ACCOUNT, IN WHICH IT IS HIGHLY POSSIBLE THAT THERE IS A LOSS OF RETURNED ASSETS. IN ANY CASE, THE USER UNDERSTAND AND ACCEPT THE PRESENT CONDITION AND GUARANTEES INDEMNITY TO THE COMPANY REGARDING ANY OPERATION, CONDITION OR EFFECT THAT IS GENERATED BY DIRECT ACCOUNT OF THEIR OMISSION TO THE COMMUNICATION SENT BY THE COMPANY.
13.1. Neither the Company nor its affiliates shall be liable to the User and/or third parties, and the User shall indemnify and hold the Company and its affiliates harmless for any loss, damage, claim, cost and/or expense that may arise directly or indirectly from:
a) The Service;
b) Any delay in the execution of any operation related to the Service;
c) The occurrence of any of the subparagraphs under Clause 12, with the exception of fault or fraud on the part of the Company. Notwithstanding the foregoing, the Company will in no case be responsible for any amount greater than the amount of Digital Assets at the time of the claim and/or loss that the User claims.
d) Any failure or delay related to causes beyond the reasonable control of the Company, including, among others, communication failures, problems or failures of any third-party software, service or hardware, terrorist acts, market interruptions, war, riots, violence , acts of God, or government action or inaction.
e) Any return of balances or assets that the Company must make imperatively and of which the User has not demonstrated by himself and within the granted term.
13.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OTCIS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME, OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED TO THE TRADING OF ANY DIGITAL ASSETS PURSUANT TO THIS AGREEMENT OR ANY TRADE ORDER, OR OTHERWISE RELATED TO THIS AGREEMENT OR ANY TRADE ORDER, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
13.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF OTCIS AND ITS AFFILIATES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRADING OF ANY DIGITAL ASSETS PURSUANT TO THIS AGREEMENT OR ANY TRADE ORDER, OR OTHERWISE RELATED TO THIS AGREEMENT OR ANY TRADE ORDER, EXCEED OF THE LIMITS OR AMOUNTS ESTABLISHED IN ACCORDANCE WITH THE LOCAL JURISDICTION AND PREVIOUSLY INFORMED IN THE SPECIFIC CONTRACTS OF THE COMPANY.
14.1. The Company, at its sole discretion, may: a) disable and close the User's Account, as stipulated in 11.1 d); and b) suspend or discontinue the provision of the Service, without the possibility of any claim by the User. In the event that this occurs, and to the extent that the Company can execute it, it will transfer the Digital Assets to the User within 5 (five) business days after the date on which the suspension or discontinuation of the Services occurs.
15.1. The Company may require the User to sign and/or deliver any additional documentation that, in its sole discretion, it deems convenient and/or necessary for the best performance and provision of the Service, according to the profile of each User.
15.2. In the event of a discrepancy between these Terms and Conditions and any documentation and/or additional contract that has been entered into between the Company and the User, the User and the Company will use their best efforts to find a solution.
15.3. Likewise, in the event that any court and/or competent body determines the invalidity or nullity of any of the clauses of these Terms and Conditions, said clause will be considered unwritten and the integrity of the rest of their content will not be affected.
16.1. These Terms will be governed by, and interpreted and enforced in accordance with, the laws of the applicable jurisdiction depending on the company, territory or jurisdiction in which the user is authorized, in accordance with section 1.1, without giving effect to its principles of private international right. The User and the Company, under this Agreement, agree that (i) any litigation or dispute arising from these Terms will be resolved only by the competent courts in the headquarters in the jurisdiction of the company with which the user has a contract and depending on the respective product, and (ii) such courts will have exclusive jurisdiction to assess and decide such matters.
16.2. In the event of any difference, disagreement or conflict arising from the use of the Site, the Account or the Service, or from the application, interpretation, validity, and/or scope of these Terms and Conditions, the User agrees to initiate his claim exclusively through of the means provided on the Site, or failing that, to communicate with the Company in a reliable manner, sending its claim, so that the parties try to reach an agreement.
16.3. All notifications and/or communications that must be made to the Company for the provision of the Services, the Site and/or the Account under these Terms and Conditions must be made in writing to the email indicated below:
16.4. The Company may assign its contractual position, these Terms and Conditions, and/or any of the rights and obligations arising from it, to any of its affiliates, controlling and/or controlled companies or to a third party. The User provides, in this act, his consent for any and all of the aforementioned operations. Unless there is express and written consent from a duly authorized representative of the Company, the User may not assign his contractual position, this contract, or any of the rights or obligations arising from it, to any third party.