This terms of service (“agreement”) is a binding contract between you, an individual user (“you”), and Snowball Finance, Inc. (“we,” “us” or “our”), and governs your use of any website that links to these terms, including https://www.snowball.money/ (and all related subdomains), and all related mobile applications that we make available (each, an “app” and collectively, the “apps,” together with the site, the “service”). By accessing or using any part of the service (including by downloading any app), you agree that you have read, understood and agree to be bound by this agreement. If you do not agree to this agreement, then you must not access or use the service (or download any app). If you are accessing the service on behalf of a business or corporate entity (“organization”), then you hereby represent and warrant that you have the authority to bind that organization and your acceptance of this agreement will be treated as acceptance by the organization. In that event, “user” (defined in section 1.a) and “you” in this agreement will refer to the organization.
Material terms: as provided in greater detail in this agreement (and without limiting the express language of this agreement), you acknowledge the following:
1) General terms and conditions.
a. Description. The service provides users (defined below in this section 1.a) with general information about our products and services. The platform (defined in section 2.a below) allows individuals acting on their own behalf or as the representative of an organization (each such individual or organization, an “investor”) to obtain our advice about investments in certain cryptocurrencies and to manage the same. As used in this agreement, “user” means all users of the service, and the “Snowball parties” means Snowball and all of its affiliated entities.
b. Disclaimers and other terms. To the fullest extent permitted by law, and without limiting any other terms in this agreement, the following terms apply:
2) Registration; accounts.
a. Login credentials. While you may always browse public-facing portions of the service without registering with us, in order to access the password-protected portion of the service as an investor (the “platform”), you must register an account with us (an “account”).
b. Account security. You are responsible for the security of your account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at email@example.com if you suspect or know of any unauthorized use of your login credentials or any other breach of security with respect to your account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. Separate login credentials may be required to access external sites (defined in section 7 below).
c. Accuracy of information. When creating an account, you will provide true, accurate, current and complete information as we request. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on your account which, in our sole discretion, would or might constitute a violation of this agreement, cause damage to or impair the service, infringe or violate any third party rights, damage or bring into disrepute the reputation of Snowball, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then we may terminate your account immediately without notice to you and without any liability to you or any third party.
3) Intellectual property rights.
a. License. Subject to your complete and ongoing compliance with this agreement, we hereby grant you a revocable, non-exclusive, non-transferable, non-sub licensable, royalty-free and worldwide right and license to: (i) download, access and use an object code version of each app on any device that you own or control; and (ii) access and use all other portions of the service, in the case of both (i) and (ii), solely for your personal use and solely in strict compliance with the provisions of this agreement. Any third-party code that may be incorporated into the apps is covered by the applicable open source or third party license, if applicable. For a list of the open source components included in the apps, please refer to the document located here.
b. Content. The content that Snowball provides to you on the service, including, without limitation, any text, graphics, software, interactive features, information or other materials, is protected by copyright or other intellectual property rights and owned by Snowball or its licensors (collectively, the “Snowball content”). Moreover, Snowball or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the service, in each case whether registered or unregistered, and any related goodwill.
c. Marks. The Snowball trademarks, service marks and logos (collectively, the “Snowball trademarks”) used and displayed on the service are Snowball’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the service may be trademarks or service marks owned by third parties (collectively with the Snowball trademarks, the “trademarks”). You may not use the trademarks to disparage Snowball or the applicable third party, Snowball’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the trademarks. You may not use any trademarks as part of a link to or from any website without Snowball’s prior express written consent. All goodwill generated from the use of any Snowball trademark will inure solely to Snowball’s benefit.
d. Restrictions. Snowball hereby reserves all rights not expressly granted to you in this section 3. Accordingly, nothing in this agreement or on the service will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the service or any Snowball content or trademarks located or displayed on or within the service.
a. General. Certain features on the service may allow you to submit or upload (collectively, “submit”) content to the service, such as user profile content or other materials subject to intellectual property or similar laws (“user content”). For all user content that you submit to the service, you hereby grant us (and those we work with) a worldwide license to use, exploit, host, store, transmit, reproduce, modify, create derivative works of (such as those resulting from changes we make so that your user content works better with our service), publish, publicly perform and display and distribute such content; provided that we will not share with other users any user content that you submit to the service that is not viewable by other users based on any privacy settings available on the service. The rights you grant in this section are for the purpose of operating, promoting, and improving our service and business and this license continues even if you stop using our service.
b. You must have rights to the content you submit. You represent and warrant that: (i) you own the user content submitted by you or otherwise have the right to grant the license set forth in this agreement; (ii) the submission of your user content and the use of the same as contemplated in this agreement does not and will not violate any right of any third party; (iii) the submission of your user content will not require us to pay any amounts or provide any attribution to any third parties; and (iv) the submission of your user content does not result in a breach of contract between you and a third party.
c. Disclaimer. We are under no obligation to edit or control user content that you submit, and will not be in any way responsible or liable for user content. Snowball may, however, at any time and without prior notice, screen, remove, edit or block any user content that in our sole judgment violates this agreement or is otherwise objectionable, such as, without limitation, user content that Snowball determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “objectionable content”). Further, we may, in our sole discretion, take any action we deem necessary and/or appropriate against any user who submits objectionable content, including, but not limited to, warning the user or suspending or terminating the user’s account.
5) Notice and procedure for making claims of intellectual property infringements.
a. Respect of third party rights. We comply with the provisions of the digital millennium copyright act applicable to internet service providers (17 U.S.c. § 512, as amended). If you have an intellectual property rights-related complaint about material appearing on the service, then you may contact our designated agent at the following address:
Snowball Finance, Inc.
Attn: legal department (copyright notification)
399 Fremont St.
San Francisco, CA 94105
b. Any notice alleging that materials hosted by or distributed through the service infringe intellectual property rights (“notification of claimed infringement”) must include the following information:
c. Repeat infringer policy. Snowball’s intellectual property policy is to: (i) remove or disable access to material that Snowball believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the service; (ii) remove any user content submitted by users who are determined to be “repeat infringers”; and (iii) promptly terminate the accounts of repeat infringers. Snowball currently considers a “repeat infringer” to be any user that has submitted user content and for whom Snowball has received more than two takedown notices compliant with the provisions of 17 U.S.c. § 512 with respect to such user content. Snowball has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement (as defined in section 5.a) or upon Snowball’s own determination.
6) Restrictions on use of the service.
a. Without limiting any other terms of this agreement, you agree not to (and not to attempt to):
7) External sites.
The service may contain links to other websites or other online properties that are not owned or controlled by Snowball (collectively, “external sites”). Snowball does not make any representations regarding the content or accuracy of any materials on external sites. You should contact the site administrator or Webmaster for external sites if you have any concerns regarding content located on those external sites. If you decide to access any external sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any external service in connection with your use of external sites.
If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the service (“feedback”), then you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, sub licensable (through multiple tiers), worldwide and royalty-free right to use and exploit the feedback in any manner and for any purpose without any restriction, credit, attribution or fees due to you.
9) Dispute resolution.
a. General. In the interest of resolving disputes between you and Snowball in the most expedient and cost effective manner, you and Snowball agree that any dispute arising out of or in any way related to this agreement or your use of the service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this agreement or your use of the service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of this agreement. You understand and agree that, by entering into this agreement, you and Snowball are each waiving the right to a trial by jury or to participate in a class action and that this agreement shall be subject to and governed by the federal arbitration act.
b. Exceptions. Notwithstanding section 9.a above, nothing in this agreement will be deemed to waive, preclude or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
c. Arbitrator. Any arbitration between you and Snowball will be governed by the federal arbitration act and the commercial dispute resolution procedures and supplementary procedures for consumer related disputes (collectively, “AAA rules”) of the American arbitration association (“AAA”), as modified by this agreement, and will be administered by the AAA. The AAA rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879 or by contacting Snowball. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.
d. Notice; process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. mail (“notice”). Snowball’s address for notice is: 399 Fremont St., San Francisco, CA 94105 or by email at firstname.lastname@example.org, Attn: Chief Executive Officer. The notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the notice is received, then you or Snowball may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Snowball must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Snowball prior to selection of an arbitrator, then Snowball will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Snowball in settlement of the dispute prior to the arbitrator’s award; or (3) $15,000.
e. Fees. If you commence arbitration in accordance with this agreement, then Snowball will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco county, California, but if the claim is for $15,000 or less, then you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in federal rule of civil procedure 11(b)), then the payment of all fees will be governed by the AAA rules. In that case, you agree to reimburse Snowball for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. Notwithstanding anything in this agreement to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration required under these dispute resolution provisions.
f. No class actions. You and Snowball 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, unless both you and Snowball agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
g. Modifications to this arbitration provision. Except as otherwise provided in this agreement, if Snowball makes any future change to this arbitration provision, other than a change to Snowball’s address for notice, then you may reject the change by sending us written notice within 30 days of the change to Snowball’s address for notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Snowball.
h. Enforceability. If section 9.f above is found to be unenforceable or if the entirety of this section 9 is found to be unenforceable, then the entirety of this section 9 will be null and void.
10) Limitation of liability and disclaimer of warranties. The terms of this section 10 apply to the fullest extent permitted by law:
a. None of the Snowball parties makes any warranties or representations about the service or any content thereon. Accordingly, the service and all content thereon are provided on an “as is” and “as available” basis without any warranties of any kind, and the Snowball parties hereby disclaim all warranties, including, but not limited to, the warranties of title, merchantability, non-infringement of third party rights and fitness for a particular purpose.
b. Without limiting section 10.a, the Snowball parties do not warrant that the service and any content thereon are free of errors, computer viruses or similar contamination or destructive features. If your use of the service or any content thereon results in the need for servicing or replacing equipment or data, then no Snowball party will be responsible for those costs.
c. In no event will any Snowball party be liable for any special, indirect, punitive, incidental or consequential damages, lost profits or damages resulting from lost data or business interruption resulting from, or in connection with, the service and any content thereon, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if the Snowball party has been advised of the possibility of such damages. Snowball’s liability, and the liability of any of the other Snowball parties, to you or any third parties in any circumstance arising from this agreement is limited to U.S. $100.
d. There may be inadvertent technical or factual inaccuracies and typographical errors in information or materials on the service, and none of the Snowball parties makes any warranties regarding the accuracy, completeness or timeliness of such information or materials. None of the Snowball parties provides any guarantees against the possibility of deletion, mis-delivery or failure to store communications, personalized settings, or other data. The Snowball parties hereby expressly disclaim all liability for errors or omissions in, or the misuse or misinterpretation of, any information or materials contained on the service.
e. No advice or information, whether oral or written, obtained by you from any of the Snowball parties or otherwise through the service, will create any warranty.
f. Notwithstanding the foregoing, nothing contained in this agreement or any other document shall constitute a waiver by a client of any of his, her or its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.
11) Third party disputes.
Any dispute you have with any third party, including other users and/or the issuers of cryptocurrencies, in connection with your use of the service is directly between you and such third party. Accordingly, to the fullest extent permitted by law, you hereby irrevocably release the Snowball parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless the Snowball parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this agreement; (b) your access to, use or misuse of the Snowball content, trademarks or any part of the service; or (c) any false, inaccurate or misleading information you provide to Snowball. Snowball will provide notice to you of any such claim, suit or proceeding. Snowball reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter which is subject to indemnification under this section at your sole expense if Snowball believes that you are unwilling or incapable of defending Snowball’s interests. In such case, you agree to cooperate with any reasonable requests assisting Snowball’s defense of such matter at your sole expense. Notwithstanding the foregoing, nothing contained in this agreement shall constitute a waiver by any investor of any legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.
13) Term and termination of the agreement.
a. Term. As between you and Snowball, the term of this agreement commences on your first use of the service and continues until the termination of this agreement by either you or Snowball.
b. Suspension, termination and cancellation. You may terminate this agreement by sending written notification to us at email@example.com and terminating your use of the service. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the service or to terminate this agreement at any time without prior notice or liability if you breach any provision of this agreement or violate the rights of any third party on or through the service. We reserve the right to change, suspend, or discontinue all or any part of the service at any time without prior notice or liability.
c. Survival. Sections 1.b, 1.c, 1.d, 1.e, 1.g, 1.h, 1.i, 1.j, 2.b, 2.c, 3.b, 3.c, 3.d, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13.c, 14, 15, 17 and all defined terms used therein will survive the termination of this agreement indefinitely.
14) Consent to electronic communications.
This agreement is governed by the internal substantive laws of the state of California without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment or agency relationship exists between you and Snowball as a result of this agreement or use of the service. If any provision of this agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this agreement, which will remain in full force and effect. Failure of Snowball to act on or enforce any provision of this agreement will not be construed as a waiver of that provision or any other provision in this agreement. No waiver will be effective against Snowball unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. This agreement constitutes the entire agreement between you and Snowball with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. The section headings are provided merely for convenience and will not be given any legal import. This agreement will inure to the benefit of our successors and assigns. You may not assign this agreement or any of the rights or licenses granted hereunder without the prior express written consent of Snowball. “Assignment” as used in the prior sentence includes any changes of control or sale of stock or assets of any organization. Snowball may assign this agreement, including all its rights hereunder, without restriction. This agreement may only be amended in a writing signed by you and an authorized representative of Snowball, except as provided in section 1.d. You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this agreement even if you chose not to do so, and this agreement will not be construed against you or Snowball as drafter.
16) Contact Us.
If you would like to contact us for any reason email us at firstname.lastname@example.org.
17) Notice regarding apple.
You acknowledge that this agreement is between you and Snowball only, not with apple, and apple is not responsible for the apps or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the apps. In the event of any failure of any app to conform to any applicable warranty, then you may notify apple and apple will refund the purchase price for the relevant app to you; and, to the maximum extent permitted by applicable law, apple has no other warranty obligation whatsoever with respect to the apps. Apple is not responsible for addressing any claims by you or any third party relating to the apps or your possession and/or use of the apps, including, but not limited to: (a) product liability claims; (b) any claim that an app fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that an app or your possession and use of such app infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the apps. Apple, and apple’s subsidiaries, are third party beneficiaries of this agreement, and upon your acceptance of this agreement, apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary of this agreement. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. If we provide a translation of the English language version of this agreement, then the translation is provided solely for convenience, and the English version will prevail.
If you have any questions on the terms of service, please contact us at:
Snowball Finance Inc.
Inc.399 Fremont St.
San Francisco, CA 94105
Effective date: November 1, 2018