The Network Firm LLP Terms of Use 

The Terms of Use (“Terms”) herein apply to your use of The Network Firm LLP’s (“The Network Firm”) LedgerLens™ application and associated attest reporting. Please read these Terms carefully because they are an agreement between you and The Network Firm for your use of our software and associated attest reporting. The software and associated reporting is made available to clients of the network firm as a publicly-accessible API and web application widget, enabling you to view reserves data (or graphical representations of the same) of our clients as well as associated point-in-time attest reports made available to you by our clients as an “Intended User” of such reports on our client’s web pages or applications. The software and reporting are collectively referred to in these Terms as the “Services”.

1. Agreement to Terms.

We are willing to provide the Services to you as our “User” only upon the condition that you accept all the terms contained herein. By completing the Captcha presented on the web application widget, and/or your receipt of an attest report generated by our system, you agree to be bound by the Terms and to the collection and use of your information as set forth in our Privacy Policy (https://www.thenetworkfirm.com/privacy-policy).

If you are agreeing to these Terms on behalf of a company, you represent that you have the authority to accept these terms on behalf of the company and to bind the company to these Terms. In that case, “you” and “your” will refer to the company. If you do not agree with all of these Terms, then you must not accept them and you are not permitted to use the Services.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE NETWORK FIRM THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

2. Changes to Terms or Services.

We may update the Terms at any time, in our sole discretion. If we do so, we will endeavor to let you know, either by posting the updated terms on www.TheNetworkFirm.com or through other communications; however, please note that in most cases we do not collect any personal data from you as a result of your use of the services and therefore have no way to notice you directly of any changes to these Terms. It’s important that you review the Terms whenever we update them, or each time you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 14(e) “Effect of Changes on Arbitration” you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

3. Who May Use the Services?

You may use the Services only if you are 18 years or older and are an Intended User. Where “Intended User” means you fall within one or more of the Specified Parties designated in the attest report you downloaded using the Services. You agree to use the Services in compliance with these Terms, and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 is strictly prohibited. The Services are not available to any users of the Services previously removed from the Services by The Network Firm or remove or otherwise prohibited from using the Services by our clients.

4. User Information and Privacy.

We do not collect your personal information when you access the Services. If you email us, we may store your email address on our private servers. For more information about our Privacy Policy, please visit: https://www.thenetworkfirm.com/privacy-policy

5. General Disclaimers.

THE CONTENT ON THE WEB APPLICATION WIDGET OR ATTEST REPORTS AND THE SERVICES ARE STRICTLY FOR INFORMATIONAL PURPOSES. NO INFORMATION ACCESSIBLE BY USING THE SERVICES SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING OF ANY CURRENCY OR ANY FINANCIAL INSTRUMENT OR AS INVESTMENT ADVICE OR INVESTMENT RECOMMENDATIONS (SUCH AS RECOMMENDATIONS AS TO WHETHER TO PURCHASE A CURRENCY OR INSTRUMENT) BY US OR A RECOMMENDATION AS TO AN INVESTMENT STRATEGY BY US. CONTENT ACCESSIBLE VIA OUR SERVICES SHOULD NOT BE CONSIDERED AS INFORMATION SUFFICIENT UPON WHICH TO BASE AN INVESTMENT STRATEGY. NO CONTENT ACCESSIBLE VIA OUR SERVICES IS TAILORED TO THE SPECIFIC NEEDS OF ANY INDIVIDUAL, ENTITY OR GROUP OF INDIVIDUALS. WE EXPRESS NO OPINION AS TO THE FUTURE OR EXPECTED VALUE OF ANY CURRENCY (INCLUDING CRYPTOCURRENCY) OR OTHER INTEREST. WE DO NOT EXPLICITLY OR IMPLICITLY RECOMMEND OR SUGGEST ANY INVESTMENT STRATEGY OF ANY KIND.

YOU ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR ANY LOSS DUE TO ANY FINANCIAL OR PERSONAL DECISION YOU TAKE RELATED TO YOUR USE OF THE OUR SERVICES, OR ANY LOSS DUE TO INACCURATE INFORMATION THAT WE RECEIVE FROM YOU OR ANY THIRD PARTY RELATED TO YOUR USE OF OUR SERVICES. OUR SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE.” WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF ANY CONTENT ACCESSIBLE VIA OUR SERVICES, OR THAT THE CONTENT WILL BE UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY SOFTWARE, SERVICE, SYSTEM OR OTHER DATA OR INFORMATION. THE NETWORK FIRM HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

Cryptocurrencies are very volatile and trading in them is speculative. In addition, some institutions that support cryptocurrency transactions can sometimes be insecure and cryptocurrencies can disappear from holder’s accounts. For more information on prudent investing, see the information available at the Securities and Exchange Commission at www.sec.gov and the Financial Industry Regulatory Authority at www.FINRA.org. Any money you allocate to cryptocurrency should be strictly the money you can afford to risk without jeopardizing your daily life or negatively impacting your plans for education, retirement, or long-term care.

6. General Risks.

YOUR USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK. THE RISK OF LOSS IN TRADING OR HOLDING ANY CRYPTOCURRENCY TOKENS CAN BE IMMEDIATE AND SUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROM USING THE SERVICES. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER PURCHASING, HOLDING OR USING ANY TOKENS IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.

The market for tokens is still new and uncertain. The legal status of tokens may be uncertain. This can mean that the legality of holding or trading them is not always clear. Whether and how tokens constitute property, or assets, or rights of any kind is ambiguous and cannot be guaranteed. You are responsible for knowing and understanding how tokens will be addressed, regulated, and taxed under applicable law. We do not and will not take any position as to whether any tokens are securities and/or are subject to U.S. or other government regulations. We do not recommend one way or the other whether any cryptocurrency should be bought, sold, or held.

7. No Professional Advice.

We are not providing legal, financial, accounting, investment or other professional services or advice to you through or in association with the Services. While we may provide accounting or other professional services to our clients who have made the services available to you, for all attestation services provided to our clients, we maintain independence from our clients as defined under American Institute of Certified Public Accounts’ (AICPA) standards of professional practice. Our Services in no way constitute and are not a replacement for personal professional investment, legal, accounting, or business advice tailored to your specific needs. We are not providing any tax advice and recommend each holder of any tokens consult their tax advisors regarding the tax treatment and obligations related thereto.

8. Real-Time Reserves, Proof of Reserves, Attest Services:

By accessing the Services, you may download a copy of: (1) the Independent Accountant’s Report for Real-Time Reserves Services for the currencies and/or financial instruments listed in the Report (“Independent Accountant’s Report”); or (2) the Independent Accountant’s Report for Proof of Reserves Services specific to a client operating a digital assets exchange, custody service or wallet service (“Independent Accountant’s Report”). The Independent Accountant’s Report is made only as of the exact timestamped date and time published therein and does not address any past or future time periods or opinions. Given the nature and risk of cryptocurrency, the Independent Accountant’s Report can become inaccurate in an instant. Nothing in the Independent Accountant’s Report addresses or relates to the balance of any individual holder’s tokens and/or financial instruments or whether any individual holders’ holdings of any tokens actually belong to or will be accessible to such individual holder.

In connection with the Proof of Reserve Services, you have access to the Proof of Reserve Report (“Independent Accountant’s Report”) which you may download at any time. Such Report is prepared based on the information provided by an Engaging Party (the “Virtual Asset Services Provider” or “VASP”) and for the VASP. The Assessment Report is made only as of the exact timestamped date and time published therein and does not address any past or future time periods or opinions. Given the nature and risk of cryptocurrency, as well as the way in which VASPs operate their platform, the Assessment Report can become inaccurate in an instant. Nothing in the Assessment Report addresses or relates to the balance or existence of any individual holder’s tokens, or whether any individual tokens or holdings are owned by or accessible to any such VASP customer, either through the VASP or otherwise. Your rights and access related to any cryptocurrency tokens are controlled by the VASP and governed solely by your agreements with the VASP. We have no duties or obligations to you related to the Report.

9. Services Functionality.

Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. We reserve all rights not expressly granted here in the Services and the Content (as defined below).

1. Non-commercial Use. You may not use the Services on a professional or commercial basis (i.e., charge a fee to any third party for supplying or utilizing the information contained in LedgerLens).

10. Terminating our Services.

Terminating our Services. We may terminate or suspend your use of our Services subject to these Terms without notice in whole or in part for any violation of these Terms. We may terminate your use of our Services at any time. Upon termination for any reason or no reason, you continue to be bound by the following sections: 1,2,4,5-7,8, 10,12-15.

11. License and Ownership Rights.

a.    You may only use the Services as expressly permitted by these Terms. All rights not expressly granted to you are reserved by Us. Except as specified elsewhere in these Terms, the Services, and all materials, software, and content therein (the “Content”), and all Intellectual property rights related thereto, are the exclusive property of The Network Firm. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by us and such third parties through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes our valuable intellectual property. Accordingly, you shall protect our proprietary rights in the Services during and after the term of this agreement and comply with all reasonable written requests made by us to protect its and others’ contractual, statutory, and common law rights in the Service. Use of the Content for any purpose not expressly permitted by these Terms is strictly prohibited.

b.    Except for the foregoing license, you have no other rights to the Services or any Content, and you may not modify, edit, copy, distribute, reproduce, publish, display, perform, license, sell, rent, lease, loan, create derivative works of, create an index, reverse engineer, alter, enhance, provide access to or in any way exploit the Services or Content in any manner.

c.     If you breach any of these Terms, the above license will terminate automatically.

1. Ownership Rights. Subject to these Terms, you may view, print and make copies of Content for your own personal use. You may not, and shall not copy, reproduce, download, "screen scrape", store, transmit, broadcast, publish, modify, create a derivative work from, display, perform, distribute, redistribute, sell, license, rent, lease or otherwise use, transfer (either imprinted, electronic or another format) or exploit any Content, in whole or in part, in any way that does not comply with these Terms without our prior written permission. To request permission to use any Content other than as expressly permitted in these Terms, please contact Legal@TheNetworkFirm.com

2. As between us and you, all Content is owned or controlled by us. Except as noted below, all other product or service names or slogans displayed on the Services are registered and/or common law trademarks of The Network Firm LLP or its suppliers or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of The Network Firm and may not be copied, imitated, or used, in whole or in part, without the prior written permission of The Network Firm. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by The Network Firm. Nothing contained in these Terms grants you any interest in any of The Network Firm’s or any third-party’s intellectual property. The use or misuse of The Network Firm’s trademarks or other intellectual property, except as expressly permitted by these Terms, is prohibited. You acknowledge that The Network Firm and/or its providers own the copyright in and to all Content under the laws of the United States and other countries and have reserved all rights in and to such Content.

12. Limitation of Liability.

1. NEITHER THE NETWORK FIRM NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF INFORMATION OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE NETWORK FIRM OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

2. IN NO EVENT WILL THE NETWORK FIRM’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE NETWORK FIRM FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE NETWORK FIRM, AS APPLICABLE.

3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE NETWORK FIRM AND YOU.

4. The Services are controlled and operated from facilities in the United States. The Network Firm makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.

13. Governing Law and Forum Choice.

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Florida, without regard to its conflict of laws provisions set forth in Section 15 “Dispute Resolution” the exclusive jurisdiction for all Disputes (defined below) that you and The Network Firm are not required to arbitrate will be the state and federal courts located in the appropriate Federal District of Florida, and you and The Network Firm each waive any objection to jurisdiction and venue in such courts.

15. Dispute Resolution.

For any dispute with The Network Firm, you agree to first contact us at Legal@The Network Firm.com and attempt to resolve the dispute with us informally.

1. Dispute. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be first tried in good faith to settle the dispute by mediation administered by the American Arbitration Association or JAMS. The mediation held in Miami-Dade County, FL, the costs of any mediation proceeding will be shared equally by all parties.

2. Exceptions and Opt-out. As limited exceptions to Section 15(a) above:(i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration, and litigate any Dispute provide us with written notice of your desire so by email at legal@The Network Firmllp.com within thirty (30) days following the date you first agree to these Terms.

3. Class Action Waiver. YOU AND THE NETWORK FIRM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, may not consolidate another person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

4. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 2 “Changes to Terms or Services” above, if Company changes any of the terms of this Section 15 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to legal@The Network Firmllp.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Company’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the terms of this Section 15 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

5. Severability. With the exception of any of the provisions in Section16(c) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

16. General Terms.

1. These Terms constitute the entire and exclusive understanding and agreement between The Network Firm and you regarding the Services, all prior oral or written understandings or agreements between The Network Firm and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, or otherwise, without The Network Firm’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. The Network Firm may freely assign or transfer these Terms without restriction. Subject to the foregoing, these terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

2. Notices. Any other communications provided by The Network Firm under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

3. Waiver of Rights. The Network Firm’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of The Network Firm. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

4. Accuracy of Information. The Network Firm will strive to ensure the accuracy of the information listed on our Services although it will not hold any responsibility for any missing or wrong information. You understand that you are using any and all information available here at your own risk.

17. Contact Information.

If you have any questions about these Terms or Services, please contact us at Legal@TheNetworkFirm.com