1.1. These terms and conditions of use (the "Terms and Conditions" or "Terms" or “Agreement”), establish the basic terms and conditions under OTCIS LLC (hereinafter referred to “Ripio US” or “Company” or “OTCIS”) and the 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). Ripio US and User are collectively the “parties”, and each, a party”.
This relationship will exist whenever the User access or use one or more of the following platforms (the "User" or, in the plural, the "Users"):
(i) the website https://www.ripio.com/en ("Site").
(ii) the "Ripio US" digital wallet mobile application, available for download through mobile devices where it is available ("App").
(iii) other services offered in accordance with these terms and conditions, or accepted by the User on the Platform.
For convenience, we will refer to the Website and the App, interchangeably, as the "Site or Platform" and will refer to each one in particular by the definitions indicated above.
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 Ripio US, which are expressly accepted by users when entering , make use of the platform, when sending or subscribing to specific conditions. Notwithstanding the foregoing, Ripio US, described below, may have specific conditions of operation and functioning, which each user is responsible for determining and accepting, as applicable:
USA (US Persons only citizens or resident in authorized states):
OTCIS LLC.
Money Transmitter Part II Licence: FT230000427
Address: 2980 NE 207th St - Suite 332, Aventura, FL 33180, Florida, USA.
E-mail: [email protected].
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 and Privacy Policy (available on https://terms.ripio.com/select/ripio-us-privacy-policy) . 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, without previous notice. 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 and/or terminate your account.
1.4 These Terms and Conditions (hereinafter the "Terms and Conditions" or "T&C") describe the general conditions applicable to any natural /physical and/or legal person who for any reason accesses the Site (hereinafter indistinctly the "Users", or the "User"). If the User uses the Site, it will be understood that he has fully and unreservedly and no limitations accepted these Terms and Conditions. Consequently, the User undertakes to comply with all the provisions contained in these Terms and Conditions and the applicable laws, statutes, rules and regulations applicable to the use of the Site. 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 the T&C. Users are recommended to take specific knowledge of them before using the Site.
1.5 The User accepts and acknowledges that the acceptance of T&C does not create any contract of association, partnership, mandate, franchise, or employment relationship between the Company and the User.
2.1. To use the Platform, you must register by completing the corresponding form with valid data and accurate, precise, complete, up-to-date, and including truthful personal information ("Personal Data"). You must keep your Personal Data up-to-date and are responsible for any inaccuracies.
2.2 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 all documentación to know your customers, including: valid ID (e.g. Real ID to US Persons), SSN (according to the federal law, all US persons need to identify with social security number), documents to verify source of funds ; and (iv) any other documentation that the Company deems necessary.
2.3 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 (if it is required); 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.
2.4 The user accepts and acknowledges that if they are a natural (physical) or legal entity residing in the USA in the State of Florida or in the States (US Person) expressly permitted by Ripio US or foreign person not resident in USA, 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 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.
2.5 If a legal entity registers on the Platform as a User, the individual using the Platform, on behalf of and under the direction of the legal entity, must have sufficient legal capacity and authority to enter into contracts on behalf of said entity, to dispose of its assets, and to bind it under these Terms and Conditions.
2.6 The User represents and agrees that they will use the Platform and the Services solely for personal or institutional purposes. It is prohibited to use the platform to make its services available for commercial purposes. Enabling the User does not imply any authorization to act as a market or branch of Ripio US.
2.7 In case of the registration process may also be carried out by entering data that Users have provided in their own social media profiles. In these cases, the User agrees that Ripio US may extract certain information necessary for the provision of the Service from the social media platform in question, as well as the provisions of the Privacy Policy.
2.8 Notwithstanding the foregoing, Ripio US may, in any case, request certain documentation to verify the information provided or verify the data provided with the databases of public or private entities and, eventually, suspend the Services if you fail to provide the required information. With this policy, Ripio US aims to protect the mass of Users who use the Platform in good faith.
2.9 The User authorizes Ripio US and its Affiliates to verify the data provided with databases of public entities, specialized companies, and credit bureaus, including, but not limited to, the SSN database (if applicable). Ripio US will use the Information for the following purposes: a) identification and authentication, b) administration and commercial or transactional management of the Platform, c) service improvement, d) statistical purposes, e) sending notifications, promotions, or advertising, among others; f) as stipulated in the privacy policy; and, g) to share User information and transactions information involved in regulatory requirements to send travel rule, records, beneficiary or user information (including to send to third parties like TRUST alliance partners and affiliates - travel rule, and other financial entities).
2.10 The User expressly acknowledges and accepts that Ripio US may share the User's information and documentation files and records with other companies in the same economic group and/or with the FinCEN, FLOFR, IRS or any other authority or for the purposes of complying with regulatory obligations related to knowing your customer for the prevention of money laundering and terrorist financing.
2.11 The User authorizes and consents to share the information provided at the time of registration and verification of his/her account (including email address) with financial institutions if required by procedures for the prevention of money laundering and terrorist financing and/or fraud prevention and with service providers or Affiliated companies that contribute to providing service and/or improving or facilitating operations through the Platform in all jurisdictions where the Service is available, without limitation to payment methods, payment collection methods, financial entities, insurance or intermediaries in payment management, call centers, entities involved in dispute resolution, which may include, among others, Insurance Companies, Courts. Ripio US will share information based on the User's prior, express, and informed consent, provided through acceptance of these Terms and Conditions, and will ensure that certain standards are met in the transmission of information, where appropriate, by signing agreements or conventions aimed at protecting the privacy and confidentiality of Users' personal data.
2.12 Ripio US will not admit registration or will suspend a current registration in all cases in which it identifies that a User, or where applicable, its shareholders, subsidiaries, controlled companies, directors, officers, employees or agents are persons located in, incorporated in, or are residents of a country or territory whose government is subject to Sanctions, including and without limitation: the Region of Crimea, Cuba, Iran, Syria and North Korea. For the purposes of this clause, “Sanctions” shall mean restrictions or prohibitions on the ability to engage in business and other economic activities with certain countries, regions, persons or entities, or any government measure issued for the purpose of depriving an entity (including individuals, corporations, territories, countries, etc.) of financial and economic assets in order to counteract and attempt to reduce behavior that threatens national or international security or contravenes international law. In particular, those included in the OFAC (United States Office of Foreign Assets Control) Sanctions Lists and United Nations terrorist lists, as well as any federal list of blocked persons, will be rejected as Users or suspended or disqualified. User registration or use of the Platform in the aforementioned sanctioned territories or jurisdictions will be prohibited.
2.13 Ripio US will not register as Users and will not enable service to those who have information that may be linked to criminal activities, especially those allegedly linked to drug trafficking, terrorism, or organized crime in general.
2.14 Pursuant to the provisions of this clause, Ripio US may reject a registration request or cancel, suspend, or impede, temporarily or permanently, an Account, or any User's access to or use of the Platform or the Services (i) due to inconsistencies in the information provided by a User, or unusual or suspicious activities by the User related to the prevention of money laundering and terrorist financing, or fraud; or (ii) if the User fails to provide or update the required information or documentation in a timely manner; (iii) if the User is subject to Sanctions, or is located in, incorporated in, or resident in a country or territory subject to Sanctions, to the extent provided in this clause; (iv) if the User is or could be involved in criminal activities, as provided in this clause; (v) if Ripio US identifies suspicious or illegal activities or activities that are not permitted by industry practices; or (vi) if Ripio US considers that the User is in full or partial violation of these T&Cs. Under no circumstances will Ripio US's decision entitle the User to compensation or indemnification in any way or for any reason. We clarify that in these cases, advance notice or statement of cause may not be provided as part of the adoption of reasonable measures to prevent further risks.
2.15 In all cases, Ripio US (OTCIS LLC) is acting in compliance with Section 655.0323 Florida Statutes and is acting according to the provisions of the regulation and committed to comply with eliminating or not engaging with any practices which constitute an unsafe and unsound practice. In case that customer believe OTCIS LLC has denied, canceled, suspended, terminated, or otherwise discriminated against them in violation of the Section 655.0323 please write a complaint on the email [email protected] and visit OFR website at www.flofr.gov.
3.1 Any User has the authority and must accept these Terms and Conditions and the Privacy Policy to use the Platform. Such acceptance will bind the User to OTCIS LLC through a legally binding contract. If you do not accept these Terms and Conditions or the Privacy Policy, you may not use the Platform.
3.2 Ripio US offers the service of money transmitters according to the provisions of Florida Statute and the regulations. Once is enabled to operate, the User may (i) purchase or sale (exchange to USD or vice versa) operation on Bitcoin (BTC), Ethereum (ETH), USD Coin (USDC), Tether (USDT), and all those tokens that are subsequently incorporated, enabled or made available (hereinafter, the “Digital Assets”); and (ii) use wallet or addresses provided to the user, whose access with their own password and codes and those are the user´s sole responsibility (hereinafter, the "Service"). The Service will be provided through the website https://www.ripio.com/en/select/ (the “Site”) or https://terms.ripio.com/select/ripio-us (“The Terms” or “T&C”).
3.3 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. The sale, assignment, or transfer of the Account under any circumstances is prohibited. The User agrees not to allow or authorize the use of their Account by third parties and not to create more than one Account.
3.4. The Company will act as an exchange (money transmitter) in the transactions and 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. If the user requires any advice, guidance or recommendation, User is solely responsible for contacting their trusted authorized agent, likewise, the User is solely responsible for obtaining any type of legal or tax advice required for the use of the platform.
3.5 Once the registration process is complete, the user will have created a User account on the Platform ("Account"), which can be accessed with an email address or username, a password), and, if activated, two-factor authentication (User is solely responsible to know, manage and protect your passwords and codes). Access to the Account by entering the email address or username and password will have the effect of an electronic signature for all transactions the User performs through the Platform. The User agrees to notify Ripio US of any login, attempted login, or unauthorized use of their Account immediately and by reliable means or through any of the communication channels available on the Platform.
3.6 Trade Orders. Either party may, in its sole discretion, submit to the other party an offer to trade Digital Assets with the other party. Any offer under this T&C as agreement must contain the following information: (i) the type of Digital Asset offered for trading, (ii) the quantity of Digital Assets offered for trading, (iii) whether the Digital Assets are offered for purchase or sale, (iv) the price, in U.S. dollars, to be paid for the order, (v) the date on which the order will be fulfilled, and (vi) each party’s respective payment account number(s) and Digital Asset addresses that will be used in the settlement of the trade (each such offer, an “Offer”).
3.7 Acceptance or Rejection. All Offers are subject to acceptance by the receiving party, which must be provided in writing (including through email, app, web or other system of electronic communication) by an individual with authority to accept the Offer on behalf of the party. If the party receiving the Offer does not agree to the proposed terms, it may reject the Offer, including by submitting a counteroffer. Any counteroffer is a rejection of the original Offer and will be treated as submission of a new Offer by the party making the counteroffer.
3.8 Confirmation. When a party accepts an Offer received from the other party, OTCIS will provide a written (including through email or other system of electronic communication) confirmation setting forth the agreed-upon terms (each, a “Confirmation”). Absent manifest error, any such Confirmation will be treated as the definitive documentation of the terms of a binding agreement (“Trade Order”) for the trading of Digital Assets pursuant to this binding agreement. If Counterparty believes that there is manifest error in any Confirmation, Counterparty will notify OTCIS no later than the earlier of (a) one Business Days after OTCIS provided the Confirmation, and (b) one Business Day before the purchase price is to be paid. For purposes of this binding agreement, a “Business Day” is a day on which the banks in the United States are open for business.
4.1. The User acknowledges and accepts that the Service may contain the collection of a commission or fee 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.
4.2. 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 digital assets so that the corresponding fees can be charged or debited.
4.3. On accepted Trade Order, User will be required to make an immediate payment and OTCIS will make the subsequent payment transmission, regardless of which party initially made the Offer. User will pay the amount due, whether denominated in Digital Assets or U.S. Dollars, to OTCIS as set forth in the Trade Order (the “Aggregate Price”). User will pay the Aggregate Price to the account designated by OTCIS or by such other means as OTCIS may designate in writing. The Aggregate Price will be deemed to have been paid when the funds have been received in the designated account and are available to OTCIS. The Aggregate Price is the amount to be paid to OTCIS, and it does not include any wire transfer or other applicable bank or payment processor fees, including Digital Asset network fees, as well as any taxes, duties, or other amounts payable to any governmental authority with respect to the payment of the Aggregate Price or the transactions contemplated by this binding agreement (other than OTCIS’s income tax) (collectively, “Taxes and Fees”). User will pay, or reimburse OTCIS for, any such Taxes and Fees, and OTCIS will be permitted to set off the amount of any such Taxes or Fees against any amounts paid by OTCIS hereunder.
4.4 Payments by User. User will make payment as follows (in each case, the “Counterparty Payment”):
4.4.1 Digital Assets. If the payment to be made by User is denominated in a Digital Asset, payment must be made by Counterparty and received by OTCIS no later than 24 hours after receipt of the Confirmation.
4.4.2 U.S. Dollars. If the payment to be made by User is in U.S. Dollars, payment must be made by User and received by OTCIS no later than 5 PM Eastern Time on the first Business Day following the date on which User received the Confirmation.
4.5 OTCIS Payment. OTCIS will make payment as follows:
4.5.1 Digital Assets. If the payment to be made by OTCIS is denominated in a Digital Asset, payment must be made by OTCIS and received by Counterparty no later than 24 hours after OTCIS’s receipt of the full Counterparty Payment.
4.5.2 U.S. Dollars. If the payment to be made by OTCIS is in U.S. Dollars, payment must be made by OTCIS no later than 5 PM Eastern Time on the first Business Day following OTCIS’s receipt of the full Counterparty Payment.
4.6 Failure to Timely Make Counterparty Payment. If Counterparty fails to timely make the full Counterparty Payment OTCIS may, in its sole discretion and in addition to any other rights or remedies available to OTCIS: (i) hold the accepted Trade Order open and await full payment, or (ii) terminate the Trade Order at any time without liability, by providing written notice to Counterparty. Thus, Counterparty will bear any loss incurred by OTCIS due to the lack of an immediate Counterparty Payment, related to the higher price paid by OTCIS related to the Trade Order. Furthermore, the Counterparty will remain responsible for such losses, even if the Account t is terminated; (ii) any loss incurred by OTCIS due to the lack of payment; (iii) any other cost or loss incurred by OTCIS due to the termination of the Trade Order.
5.1 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.
5.2. 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.
5.3 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.
5.4. 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. 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.
5.5 It is expressly established, and the User accepts that the Company, through the Site, does not provide any type of advice on buying or selling in relation to the Service. The Company may provide information on the price, range, volatility and events that have affected the price of the Digital Assets, but this shall in no event be considered advice and should not be construed as such. Any decision to buy or sell Digital Assets is the sole decision of the User, and the Company will not be responsible for any loss suffered and/or adverse result as a consequence of that decision.
5.6. 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, and the User is responsible to solely manage password or codes to access the User's wallet.
5.7. The User accepts and acknowledges that:
1) The Company will not dispose of or manage the User's Digital Assets without their express authorization;
2) 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
3) The Digital Assets supported by the Services may vary from time to time.
6.1. Is 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.
7.1. The User will be solely and fully responsible for keeping their data in a safe and secret place to use the Platform and control and manage 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 [email protected].
7.2. 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.
8.1. The User guarantees the Company that:
a) The User complies and has complied with all the laws and regulations of the USA, and others jurisdiction, and that may have an interest in any operation at the time of using the Services under 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 and these Terms and Conditions. Nor the consummation of the transactions it contemplates, does or will violate any statute, law, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Counterparty is subject, or conflict with, violate, or constitute a default under any agreement, debt, or other instrument to which Counterparty is a party.
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; iv) 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. If the User is a US person, agrees to send all SSN information to all human persons that act on behalf of the legal entity.
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.
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.
g) The User guarantees the Company that the fiat funds or digital assets 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. Counterparty possesses all rights, titles, and ownership interests in such Digital Assets, free of any security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights, such Digital Assets were acquired by Counterparty as a result of, or with funds obtained from the performance of, Counterparty’s lawful business or activities, Counterparty has the absolute right to sell, assign, convey, transfer and deliver such Digital Assets, and Counterparty has valid documentary support and in accordance with best business and accounting practices vouching for legitimate commercial, financial or business operations that resulted in the acquisition of those Digital Assets, and upon completion of a sale Trade Order, Counterparty transfers all such rights, titles, and ownership interests in the Digital Assets to OTCIS, free of any security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.
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.
i) The user declares and accepts that the Company, at its own discretion, may refuse to complete transactions if the address (to receive or send) is found to have risks identified by its automated systems.
j) This Terms and any Trade Order is binding upon and enforceable against the parties in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and applicable principles of equity) and does not and will not violate the terms of any agreements to which such party is bound.
k) Even if OTCIS executes this Terms binding agreement or any Trade Order with Counterparty, OTICS makes no promises that it will execute or accept any future Offer it receives from Counterparty. Counterparty further agrees and acknowledges that Counterparty has made its own independent decisions to enter into the binding Agreement and any Trade Order and as to whether the binding Agreement or any Trade Order is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary, including the present and future results, consequences, risks, and benefits thereof, whether financial, accounting, tax, legal or otherwise. Moreover, in entering into any such transaction, Counterparty has not relied on any statement or other representation of OTCIS other than as expressly set forth in this Terms. Counterparty acknowledges it has not received from OTCIS any assurance or guarantee as to the expected results of any transaction contemplated by these Terms or any Trade Order. Further, Counterparty acknowledges the volatility and potential for financial losses associated with holding Digital Assets, and represents it is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of these Terms and any Trade Order.
l) Neither Counterparty, nor any person who directly or indirectly controls Counterparty or any person for whom Counterparty is acting as an agent or nominee, as applicable is: (i) a citizen or resident of a geographic area in which the purchase or sale of a Digital Asset is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; (iii) an individual, or an individual employed by or associated with an individual or entity, (a) identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department o Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or (b) identified in any other lists in the U.S. or abroad containing individuals or entities subject to any kind of investigation or restriction by the government of a country or by an international organization; or (iv) a resident, citizen or inhabitant of the U.S. Counterparty agrees that if its country of residence or other circumstances change such that the above representations are no longer accurate, Counterparty will immediately notify OTCIS.
9.1. 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. 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 BINDING AGREEMENT, ANY TRADE ORDER, ANY PURCHASED DIGITAL ASSETS OR ANY OTHER ITEMS PROVIDED UNDER OR IN CONNECTION WITH THIS BINDING 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 ORDER. WITHOUT LIMITING THE FOREGOING, ALL PURCHASED DIGITAL ASSETS ARE PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE” AND OTCIS PROVIDES NO WARRANTY THAT THE DIGITAL ASSETS OR ASSOCIATED SOFTWARE OR PROTOCOLS WILL OPERATE AS INTENDED, BE FREE OF ERRORS OR DEFECTS, BE FREE OF VIRUSES, OR BE SECURE FROM “HACKS” OR OTHER ATTEMPTS TO COMPROMISE THEIR SECURITY OR INTEGRITY, OR THAT ANY DATA OR INFORMATION RELATED TO ANY DIGITAL ASSET OR TRANSMISSION OF ANY DIGITAL ASSET WILL BE SECURE AGAINST LOSS, CORRUPTION, OR THEFT DURING TRANSMISSION OVER THE INTERNET OR ANY OTHER NETWORK
9.2. 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.
10.1. Neither the Company nor its affiliates, nor its directors, representatives and/or shareholders, 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.
10.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OTCIS OR ITS AFFILIATES, OR ITS DIRECTORS, REPRESENTATIVES AND/OR SHAREHOLDERS, 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 BINDING AGREEMENT OR ANY TRADE ORDER, OR OTHERWISE RELATED TO THIS BINDING 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).
10.3 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 BINDING AGREEMENT OR ANY TRADE ORDER, OR OTHERWISE RELATED TO THIS BINDING 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.
10.4 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.
10.5 Limitation of Liability. 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 BINDING AGREEMENT OR ANY TRADE ORDER, OR OTHERWISE RELATED TO THIS BINDING AGREEMENT OR ANY TRADE ORDER, EXCEED $10,000.
The limitations set forth in this Terms will not exclude or limit liability for fraud or willful or intentional misconduct of OTCIS.
10.6 Limitation Period. No claim arising out of or relating to this binding Agreement may be brought by Counterparty unless Counterparty has provided to OTCIS written notice of the claim within 60 days of the date on which the Confirmation is issued for any Trade Order.
10.7 Indemnification.
10.7.1 By OTCIS. Except to the extent that any liability, loss, or damage is caused by fraud or willful or intentional misconduct on the part of OTCIS, neither OTCIS nor its Affiliates will indemnify against any liability, loss, or damage incurred by Counterparty or any third party, whether arising directly or indirectly under this binding Agreement or any Trade Order, including, without limitation, third party claims arising from any transaction completed at the instruction or purported instruction of Counterparty.
10.7.2 By Counterparty. Counterparty will defend, indemnify, and hold harmless OTCIS and its Affiliates (and each of their respective personnel, members, managers and representatives) (each a “OTCIS Indemnified Party”) from and against any third party claim, action, audit, investigation, inquiry, or other proceeding (“Claim”) or any claim, cost, loss, damage, judgment, penalty, interest, and expense (including reasonable attorneys’ fees) arising out of any Claim (“Loss”) to the extent any Claim or Loss is based on any breach of any representation, warranty, or covenant of this binding Agreement by Counterparty or caused by Counterparty or Counterparty’s employees, contractors or agents. In connection with any Claim or Loss, OTCIS will: (i) give Counterparty prompt notice of the Claim or Loss (however, any delay in notification will not relieve Counterparty of its indemnification obligations except and solely to the extent that the delay materially impairs Counterparty’s ability to defend the Claim or Loss); (ii) cooperate reasonably with Counterparty (at Counterparty’s expense) in connection with the defense and settlement of the Claim or Loss; and (iii) permit Counterparty to control the defense and settlement of the Claim or Loss, except that Counterparty will not enter into any settlement or compromise of any Claim or Loss without OTCIS’s prior written consent if such settlement or compromise arises from or is part of any criminal action, suit, or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of OTCIS or otherwise requires OTCIS to take or refrain from taking any material action (such as the payment of fees). OTCIS (at its cost) may participate in the defense or settlement of the Claim or Loss with counsel of its own choosing.
For the purpose of this binding Agreement and any Trade Order, “Affiliate” means, with respect to one party, any other person or entity directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person directly or indirectly, through the ownership of voting securities or the right to elect the majority of the members of the board of directors of such person; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
11.1 Term. This binding Agreement will commence on the Effective Date and will continue until terminated by a party as set forth herein.
11.2 Termination for Convenience. Either party may terminate this binding Agreement upon written notice to the other Party given at least 30 days prior to the effective date of termination. The Company, at its sole discretion, may: a) disable and close the User's Account, as stipulated in this Terms; 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.
11.3 Termination for Cause. Without limiting any other rights or remedies that a party may have at law or otherwise, either party may terminate this binding Agreement immediately upon notice to the other party if that other party breaches any of its obligations under this binding Agreement, or if the subject matter of this binding Agreement or either party’s rights or obligations hereunder are directly or indirectly prohibited by applicable law.
11.4 Effect of Termination. In the event of any termination of this binding Agreement, all outstanding Trade Orders will remain in effect and the terms of this binding Agreement will continue to govern and apply with respect to such Trade Orders. In the event of termination of this binding Agreement pursuant to Section 7.3, without limiting any other rights or remedies that a party may have, all outstanding Trade Orders will be cancelled effective as of termination of this binding Agreement. The terms of Sections 2, 3, 4, 8, and 10 will survive termination of this binding Agreement.
12.1. 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.
12.2. 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.
12.3. 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.
13.1 Confidentiality.
13.1.1 Definition. “Confidential Information” means any information provided, disclosed or otherwise made available by a party (“Discloser”) to the other party (“Recipient”) in connection with the performance of this binding Agreement or any Trade Order, excluding any information that: (a) was previously known to Recipient free of any obligation to keep it confidential, (b) becomes generally available to the public through no wrongful act, (c) is rightfully received by Recipient from a third party under no obligation of confidence to such third party, (d) is independently developed by Recipient without reference to, or use of, any Confidential Information of Discloser. Confidential Information furnished together with, or including, information falling within the exceptions of items (a) to (d), shall still be Confidential Information regardless of being provided together with, or including, non-confidential information.
13.1.2 Obligations. Discloser reserves any and all right, title and interest (including, without limitation, any intellectual property rights) that it may have in or to any Confidential Information that it may disclose to Recipient. Recipient will protect Confidential Information of Discloser against any unauthorized use, disclosure, copying, dissemination, or distribution using measures and a level of diligence and care at least as protective as those used by Recipient to protect its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event less than a reasonable standard of care. Recipient will use the Confidential Information of Discloser solely for the purposes for which it is provided by Discloser, and Recipient will not use, disclose, disseminate, or distribute any Confidential Information of Discloser for any other purpose without the prior written consent of Discloser. Without limitation of the foregoing, Recipient will: (i) make the Confidential Information of Discloser available only to those of its employees, agents and other representatives who have a need to know the same for the purpose specified in this Section 6.2, who have been informed that the Confidential Information belongs to Discloser and is subject to this binding Agreement, and who have agreed or are otherwise obligated to comply with terms at least as protective of Discloser’s Confidential Information as the terms of this binding Agreement; (ii) make or copy the Confidential Information only as reasonably required for the purpose specified in this Section 6.2; and (iii) not remove or obscure markings (if any) on Confidential Information indicating its proprietary or confidential nature.
13.1.3 Compelled Disclosures. This Section will not be interpreted or construed to prohibit any use or disclosure by the Recipient which is required to comply with applicable laws, administrative process or governmental or court orders; provided, however, that in any circumstance in which disclosure is compelled by applicable laws, administrative process or governmental or court orders, Recipient will limit the disclosure to only that information that must be disclosed to comply with the order and will give Discloser prompt prior notice of such compelled disclosure so that the Discloser may seek to protect such information. In all cases, users accept to share information about transactions or personal data information to comply with travel rule requirements, including but not limited to wire banking transactions, receiving or sending digital assets, and information required by authorities.
13.2. Applicable jurisdiction.
13.2.1 Governing Law. These Terms and any Trade Orders, and the resolution of any dispute related thereto, will be governed by the laws of the State of Florida, without regard to its conflict of law provisions to the contrary.
13.2.2 Jurisdiction; Venue; Waiver of Jury Trial. The federal and state courts located in Miami-Dade County, Florida will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to or in connection with this binding Agreement or any Trade Order, or to the trading of any Digital Assets under this binding Agreement (including non-contractual disputes or claims). Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS BINDING AGREEMENT OR ANY TRADE ORDER. FURTHER, EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN MIAMI-DADE COUNTY, FLORIDA, AND EACH PARTY AGREES NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.
13.3 Notices. Any notices or other communications required or permitted to be sent or given hereunder by either of the parties will in every case be in writing and will be deemed properly served if: (i) delivered personally; (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested; (iii) delivered by a recognized overnight courier service; or (iv) sent via email, to the parties, at the addresses as set forth on the cover page of this binding Agreement or at such other addresses as may be furnished in writing. Date of service of such notice will be the date such notice is personally delivered or sent by email, or three business days after the date of mailing if sent by certified or registered mail, or one business day after the date of delivery to the overnight courier if sent by overnight courier.
To OTCIS LLC:
Email: [email protected]
Address: 2980 NE 207th St - Suite 332, Aventura, FL 33180, Florida, USA
13.4 Assignment. Counterparty may not assign or delegate this binding Agreement or any Trade Order or any of its rights or obligations under either of the foregoing without the prior written consent of OTCIS, which may be withheld in OTCIS’s sole discretion. Any purported assignment in violation of this Section will be void.
13.5 Severability. Whenever possible, each provision of this binding Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this binding Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this binding Agreement.
13.6 No Waiver. No waiver granted by a party and no omission or delay on the part of a party in exercising any right, power, or privilege under this binding Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No consent with respect to any action or omission will operate as a consent to, waiver of, or estoppel with respect to, any other or subsequent action or omission.
13.7 No Third-Party Beneficiary. The terms and provisions of this biding Agreement are intended solely for the benefit of each party and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.
13.8 Entire Binding Agreement. These Terms and each Trade Order will together constitute the entire binding agreement between the parties with respect to the subject matter hereof and will supersede all prior binding agreements and understandings, written or oral, among the parties with respect thereto.
13.9 Amendments; Conflicts. Trade Orders are not intended to amend any other terms of this binding Agreement. In the event of any conflict or inconsistency between the terms of any Trade Order and any other terms, the Terms will govern and supersede.
13.10 Counterparts. These Terms may be executed in one or more counterparts, each of which when so executed and delivered will be an original, but all such counterparts taken together will constitute one and the same instrument. Transmission by telecopy, email, or other form of electronic transmission of an executed counterpart of this binding Agreement will be deemed to constitute due and sufficient delivery of such counterpart. Disclaimer: Among other things, OTCIS enters into transactions with approved Counterparties for the purchase and sale of digital assets on a proprietary, principal-to-principal basis.
14.1. Privacy Policy and personal data consent.
14.1.1 Counterparty gives permission to OTCIS LLC, its affiliates and all third parties authorized to process, collect, organize, store, transmit, use your personal data and information for the purpose of establishing, managing, administering, operating your Account requires and accept by this binding Agreement. Counterparty consent and agree and accept to process your personal data, under the provision of Privacy Data Policy. All personal data collected and processed by this binding Agreement gives permission to The Company to share information only to Company's Affiliate, and/or share specific information or personal data to an authorized third party which the Company verified and certified information, identifies or to compliance procedures. According to regulation, release/share of information will remain in effect until OTCIS LLC accepts Counterparty requests to delete, correct or revert personal data consent; in all cases, to continue providing the services, personal data is required to ensure the adequate continuity and provision of the services..
14.1.2 We may collect different types of personal information about our users: identifier/contract information, demographic information (gender and age), payment card information, commercial information, internet data, electronic or devices data, network activity information or similar information provided by the user, collect by our system or provided by third parties. The User can choose to give OTCIS LLC access to certain information stored by third parties, such as social networks (including, without limitation, Facebook, Instagram, and Twitter). The type of information and extent of use that we may give you varies by site or service and is controlled by your privacy settings on that site or service, and by your authorization when associating a third-party managed services by OTCIS LLC. Once you have associated your account managed by a third party with your Service user account, you agree that OTCIS LLC may collect, store and use, in accordance with this Policy, the information contained in the account managed by a third party. All information from the categories of information that are collected, your rights, requirement information, regulatory information, and information about Do not sell or share your personal information and targeted marketing or advertising and Opt-out rights, are published in its website: https://terms.ripio.com/select/ripio-us-privacy-policy and https://terms.ripio.com/select/do-not-track-and-do-not-sell-or-share-my-personal-information
14.1.3 In no case will we transfer your Personal Information to third parties without obtaining your prior consent, unless it is necessary to maintain our relationship with you, to continue providing the Service, or to comply with current data protection regulations. In particular, it is clarified that within the framework of the provision of the OTCIS LLC may transfer your Personal Information to Affiliates for the performance of operations or activities associated with the Service by their Affiliates, consequently, by accepting this Policy, the User expressly consents to authorize the transfer of their Personal Information to OTCIS LLC or their Affiliates. to carry out operations or activities associated with the Service.
14.1.4 In some cases, some states provide residents with the right to opt out of the selling or sharing of your personal information, or of targeted marketing or advertising based on your personal information. You may submit a request to opt out of targeted marketing or advertising, or the sale or share your personal information, you may click the “Do Not Sell or Share My Personal Information” link on the platform. Also, we recommend that you clear your personal cookies from the cache of your browsing history.
14.1.5 Information about your rights and Florida rights and mandatory disclosures are available in the website: https://terms.ripio.com/select/ripio-us-privacy-policy and https://terms.ripio.com/select/do-not-track-and-do-not-sell-or-share-my-personal-information
15.1 All content on the Platform, including, but not limited to, the design of its screens, promotional materials, trademarks, trade names, distinctive signs, text, graphics, logos, images, icons, buttons, videos, sounds, music, databases, source code, software, and color combinations ("Content"), is the property of OTCIS or its licensors. The Content may not be reproduced, modified, transformed, edited, translated, transferred, distributed, represented, marketed, publicly communicated, stored, used for purposes other than those provided for in these Terms and Conditions, or be the subject of derivative works, without prior written authorization from the rights holder.
15.2 The User's ability to access the Platform does not grant them any license, right, or ownership of any industrial or intellectual property rights over all or any portion of the Content. Users are only granted a non-exclusive, revocable, and limited license to access and use the Platform and the Content in accordance with these Terms and Conditions. If the User believes that any third-party intellectual property rights have been violated by the Platform or the Content, they must notify OTCIS at the address indicated in these Terms and Conditions, including all necessary information and documentation to support such consideration.
16.1 The User expressly consents to receive notifications or information about all information related to their status as a User, their Account, Trade Order, and the use of the Platform and/or the Services at the last email address provided by the User, through notifications within the Platform, and/or by any other means involving electronic notification. Likewise, any transaction made by the User on the Platform is deemed to be authorized and accepted electronically, without requiring any additional notification.
17.1 Some users may be authorized to use the Ripio US - OTC Desk, which requires having a transaction level and limits approved by OTCIS. The User has the ability to view all transactions with Ripio US from the Platform. Under the terms, the User grants an irrevocable mandate to OTCIS LLC to execute Management Orders, which may involve the operation of Ripio US, including, but not limited to: the purchase or sale of virtual assets, the sending or receiving of virtual assets, and the execution of any other available services.
17.2 In any case, the User must authorize all Trade Orders through the electronic communications platform enabled by OTCIS. Acceptance of messages and Trade Orders will be understood as acceptance and consent granted electronically in accordance with section 18 of these Terms. All Trade Orders will be executed in accordance with these Terms, within the timeframes and on behalf and by order of the user.
17.3 Once the transaction is completed, the User will receive the corresponding transaction receipts. If the User does not send the funds required to complete the transaction, will be responsible for paying the applicable commission or fee and expressly authorize the immediate termination of any pending Trader Order.
17.4 Request for Orders. During the term of this Terms and at such times as the Parties mutually agree, the User may instruct Ripio US to execute the Orders under the conditions set forth herein, and in accordance with these Terms (the “Order”, “Order OTC” or the “Orders OTC”). The User agrees that each time he issues an Order OTC, allows an irrevocable mandate in favor of Ripio US, and irrevocably authorizes Ripio US to carry out any operations (including, without limitation, commercial operations or transfer operations of funds to be credited in accordance with the User's instructions) that Ripio US, in its sole discretion, deems appropriate to fulfill the Orders within the deadlines informed to the User.
17.5 Procedures to execution of an Order:
(a) Upon receipt of a Request of Order OTC, Ripio US may provide to the User, through electronic and/or telephone communication, the price which may be in a fiat currency or digital assets corresponding to the specified amount of digital assets that the User wish to acquire or sell (the “Quote”).
(b) User must accept the Quote by electronic and/or telephone communication within ten (10) seconds from the date of sending of the electronic communication or the time of telephone communication (the “Acceptance Window”). Ripio US reserves the right to withdraw a Quote by electronic or telephone communication to the User at any time prior to User's acceptance.
(c) If the User accepts the Quote within the Acceptance Window, the User will be deemed to allow Ripio US an irrevocable mandate to execute the relevant Order and electronically transfer the corresponding funds (“Order Execution Authorization”).
(e) If the Quote is not accepted within the Acceptance Window, Ripio US will not execute the Order.
(g) For the management of the Orders and as applicable, the User authorizes Ripio US to carry out debits or credits of digital assets or fiduciary currencies of the balances of the Services that are available and operational for the User.
17.5 Cancellation of Orders. Ripio US shall have the right to cancel the execution of an Order OTC at any time, by notifying the User within two (2) minutes of the User's acceptance of such Quote.
17.6 Fees for the execution of the Orders. If applicable, the User will be responsible for paying the fees of the blockchains used and service fees. The User authorizes Ripio US to debit the corresponding fees.