1. INTRODUCTION AND PURPOSE
The purpose of the Site is to provide enterprise-grade infrastructure that automates and optimizes a User’s (as defined below) accounting, audit, tax and other middle-and back-office processes, such as reporting, reconciliation, controls and compliance, for the blockchain and cryptocurrency industries (the “Products”). Lukka does not issue any Digital Assets (as defined below) to its Users or build blockchains. For the avoidance of doubt, Lukka Enterprise Software, Lukka Essentials, Lukka Reference Data, Lukka Pricing Data, Crypto Actions, Crypto Asset Classification, Market Data, Custom Pricing & Data, LukkaTax for Professionals and other products and services that may be offered by us from time to time are each included within the definition of the Platform. Should you have any questions or comments regarding our Site, Products, and/or Services, please feel free to contact us at https://lukka.tech/contact-us/.
2. PRELIMINARY PROVISIONS
2.2 Right to Counsel
2.3 Party Definitions and Introductory Terms
The “Site” shall refer to any website managed by the Company, including, without limitation, www.lukka.tech and other websites which are part of the Lukka.tech domain.
The services the Site provides, including the Products and any ancillary services, are hereinafter collectively referred to as the “Services.”
The Site may contain images and content, including, but not limited to, text, software, images, graphics, data, messages or any other information, and any other website content owned, operated, licensed, or controlled by the Company (collectively, “Materials”).
You become a “Customer” by entering into a binding legal agreement with the Company relating to use of the Products or Services, including, without limitation, a “service agreement” or “trial agreement” (each, a “Customer Agreement”), and the Company thereafter registering you with the Site using a Customer ID and password, as discussed below. Only Customers may access the Products and Services.
Hereinafter, the Company and you may collectively be referred to as the “Parties” and each, a “Party”.
2.4 Intent to Be Bound
2.6 Electronic Signatures / Assent Required
2.7 Illegal Activities
If you are seeking information regarding any illegal activities or seeking to engage in any illegal or fraudulent financial activity, please leave this Site immediately and do not attempt to use the Site. You acknowledge and agree that you are aware of the legality of using our Site in your relevant local jurisdiction, and you agree that you will not use the Site, if such use is prohibited or otherwise violates the laws of your state, province, country, or other jurisdiction.
3. EXPLANATION OF CUSTOMERS
3.1 Access and Limited License
3.2 Digital Assets
Virtual currency is not provided or issued to our Customers via the Site, Products, and/or Services. All information with respect to any digital assets (“Digital Assets”), entered or inputted into our Products by Customers originates from the Customers themselves. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of your Digital Assets, and that the Company does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you shall access and use the Site, Products, and/or Services, at your own risk. This brief statement does not disclose all of the risks associated with trading in Digital Assets. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources.
3.3 Digital Asset Values
Our Products use third party market value data to value your Digital Assets in connection with our Services to you. You understand and agree that, due to technical and other restrictions, any Digital Asset market values displayed or otherwise incorporated or used on the Site, Products, and/or Services, may be delayed and therefore not reflect the current, live market value of such Digital Asset. Nonetheless, you agree that the market value data as displayed on our Site controls your use of the Site, Products, and/or Services. You also agree that we are not responsible for any failure or outage in the market value data provided by third parties and used or incorporated on the Site, Products, and Services. Furthermore, you acknowledge and agree that the sources of any such third party market value data shall be selected at the Company’s discretion and the Company is not required to use any information provided to it by such third parties. THE COMPANY ACCEPTS NO LIABILITY OR RESPONSIBILITY FOR ANY INFORMATION PROVIDED TO IT BY ANY THIRD PARTY AND SHALL HAVE NO RESPONSIBILITY TO INDEPENDENTLY VERIFY THE INFORMATION AND ASSUMPTIONS CONTAINED IN ANY THIRD PARTY MARKET VALUE DATA.
3.4 No Legal or Tax Advice
By using this Site, Products, and/or Services, you acknowledge that the Company does not handle, advise or otherwise manage your tax services and in no event do the Site, Products, and/or Services provide, nor is the Company providing, nor intending to provide, legal, tax, accounting or compliance advice. Any regulatory compliance is solely your responsibility and is subject to your own diligence and actions.
Furthermore, none of our customer support team members give tax or legal advice. Our support team exists to help explain our Products and Services. You agree to not rely on any support communications as investment, legal, or tax advice. You hereby disclaim any claim against the Company relating to communications from our support team.
3.5 Your Account; Registration Data
3.6 Your Account Responsibility
You are entirely responsible for any and all activities conducted through your Account. You agree to notify us immediately of any unauthorized use of your password or Customer ID, as well as of any other breach of security. We are not responsible for any unauthorized use of your Account, and you agree that you are responsible for such unauthorized use and for protecting the confidentiality of your Customer ID and password. To the fullest extent permissible by applicable law, you acknowledge and agree that the Company will have no liability associated with or arising from your failure to maintain accurate Registration Data, including your failure to receive important information and updates about the Products. If the Company or any of its authorized agents have reasonable grounds to suspect that any information you provided to us is untrue, inaccurate or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Site, Products, and/or Services, or any portion thereof, by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Site, Products, and/or Services.
3.7 No Account Transfers
Control or use of your Account may not be transferred, leased, assigned or sold to a third party. We disclaim any and all liability arising from fraudulent entry and use of the Site and the Products. If a User fraudulently obtains access to your Account, the Products, or any Services, we may terminate the User’s access immediately and take all necessary and appropriate actions under applicable federal, state and international laws.
3.8 Password Security
AS PART OF OUR SECURITY MEASURES AND POLICIES, PLEASE NOTE THAT WE WILL NEVER ASK YOU, FOR ANY REASON, WHETHER BY EMAIL, REGULAR MAIL, OR TELEPHONE, TO DISCLOSE YOUR ACCOUNT PASSWORD. PASSWORD INQUIRIES WILL ONLY BE CONDUCTED ONLINE AND ONLY AFTER YOU HAVE SIGNED ONTO THE COMPANY’S SITE. WE WILL NEVER SEND YOU EMBEDDED LINKS IN AN EMAIL REQUESTING THAT YOU SIGN ONTO THE SITE BY CLICKING SUCH A LINK. IF YOU RECEIVE AN EMBEDDED LINK BY EMAIL, CLAIMING TO BE FROM US, YOU SHOULD NOT OPEN IT OR CLICK ON THE LINK. THE EMAIL IS NOT FROM US AND IS LIKELY FRAUDULENT. NEVER GIVE YOUR ACCOUNT PASSWORD TO ANYONE WHOM YOU DO NOT INTEND TO AUTHORIZE TO USE YOUR ACCOUNT.
3.9 Third Party Account Information
3.11 Suspension, Cancellation and Termination of your Account
3.12 Service Interruption
From time to time due to technological factors and/or other factors beyond or within our control, the Site, Products, or Services may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless from and against any such interruption of or inability to access the Site, Products, or Services.
3.13 Agreement to Receive Notifications and Other Communications
We reserve the right to send electronic mail or other messages to Customers. The purpose of these communications may include, but is not limited to: (i) providing you with information concerning your Account; (ii) providing information to you regarding products or services offered by our affiliates or partners; (iii) informing you about any of our related Products or Services; or (iv) providing you with information about any item that we think, in our sole discretion, may be of interest to you.
In some countries or territories, we may offer Users the choice to enroll in our email subscription. If you enroll in the email subscription, you agree to receive, from time to time, promotional emails from the Company. Each promotional email will include a link allowing you to unsubscribe from the email subscription and/or a link to a webpage where you can adjust your email preferences. Enrolling in the email subscription will not affect the frequency of administrative emails that the Company may send to Customers in connection with their Accounts. No fee is charged in sending promotional emails to you, but third-party data rates may apply. Some promotions you receive may have additional, promotion-specific terms and conditions, privacy notices or other disclosures and/or requirements. Please be sure to review any such additional terms, disclosures and/or requirements before you choose to participate in such promotions.
4. RESTRICTIONS ON USE OF OUR SITE AND SERVICES
4.1 Restrictions on Use
Except where expressly permitted by law, you may not translate, reverse-engineer, decompile, disassemble, or make derivative works from any of our Materials or any other materials from the Site, Products, or Services. You hereby agree not to use any automatic device or manual process to monitor or reproduce the Site, Products, Services, or any Materials, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site, Products, or Services.
5. DISCLAIMER ON WARRANTY
5.1 Express Disclaimers
To the fullest extent permitted by law, the Company, its affiliates, officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, licensors, agents, suppliers, resellers, service providers, or any other third party suppliers acting on the Company’s behalf (the “Company Entities”) make no warranties, express or implied, about the Site, Products, or Services. By using the Site, Products, or Services, you expressly acknowledge and agree that: (i) such use of the Site, Products, and Services is at your own and sole risk; (ii) any material and/or data downloaded or otherwise obtained through the use of the Site, Products, and Services or any of the Materials contained therein is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data; (iii) the Site, Products, and Services, and all Materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement; (iv) none of the Company Entities make any representations or warranties that the Site, Products, and Services, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free; nor do the Company Entities make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, Products, and Services or any of the Materials contained therein; (v) the Company Entities cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties; and accordingly, the Company Entities do not assume any responsibility or risk for your use of the Internet; (vi) the Company Entities make no warranty, express or implied, regarding any transaction entered into through the Site, Products, or Services; (vii) none of the Company Entities are responsible for any use of confidential or private information by Users or third parties, (viii) any information that you store or transfer through the Site, Products, or Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third party providers, internet outages, force majeure events, or other disasters including third party DDOs attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control, (iv) you are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Site, Products, or Services and (x) the Company Entities will not be liable for any breach of its servers or systems, any hacking or any unauthorized disclosure, unauthorized use, or any unauthorized access to any information or data (including, but not limited to, Customer Data) in any medium.
5.2 No Implied Warranties
6.1 Improper Use of Site or Services
If we determine that you or any User under your control has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Site, Products, and Services will be terminated immediately, without any reimbursement of any payment or fees you may have made to us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon legal request and/or advisement of an attorney. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law.
The Company shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claims or choose our own legal counsel but are not obligated to do so.
7. LIMITATION OF LIABILITY
7.1 Limitation of Liability
7.2 Force Majeure
7.3 Maximum Liability
In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site, Products, or Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
7.4 Right of Set Off
8. LINKS AND LINKING
8.1 Third Party Links
Some websites which are linked to or from the Site (including advertisements) are owned and operated by third parties. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein. We are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources.
8.2 No Liability
You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any Losses caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.
You hereby agree to defend and hold harmless each of the Company Entities from and against any and all Losses that may result from your use of third party links that may appear on the Site, Products, and/or Services. We reserve the right to terminate any link or linking program at any time.
9. PROPRIETARY INFORMATION
9.1 Proprietary Rights
The Products, the Services and the Materials accessible from the Site, Products, and/or Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property, and we retain all right, title, and interest in the Products, Services and such Materials. No rights, title or interest in any such Materials are transferred to you by access to the Site, Products, and Services.
All Materials included on the Site, Products, and Services, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of the Company or its third party content suppliers and are protected by United States and international copyright laws. The compilation of all Materials on the Site, Products, and Services is the exclusive property of the Company or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.
9.2 No Infringement
All of the marks, logos, domains and trademarks that you find on the Site, Products, and Services may not be used publicly except with express written permission from the Company and may not be used in any manner that is likely to cause confusion among consumers or in any manner that disparages or discredits the Company.
9.3 No Alteration or Distribution
If you submit feedback or suggestions about the Site, Products, Services or any Materials contained therein (“Feedback”), you acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Site, Products, or Services, or in any such Feedback. All Feedback becomes our sole and exclusive property, and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
10. EXPORT CONTROL
10.1 Export Controls
You understand and acknowledge that the software elements of the Materials on the Site, Products and the Services may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. Diversion of such materials contrary to United States’ or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You agree that none of the Products, Services or Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.
By using the Site, Products or Services, you represent and warrant that you are not located in an embargoed country or jurisdiction (currently, Crimea, Cuba, Donetsk, Iran, Luhansk, North Korea, Sudan and Syria) or on the Office of Foreign Assets Control’s SDN List or the U.S. Department of Commerce’s Entity List. You also agree that none of the Site, Products or Services will not be used, exported, reexported or transferred for any purpose prohibited by U.S. or local export or import control laws and regulations.
11.2 Communications Not Provided
We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use the Site, Products, or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into the Site, Products, or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages. Users should not have an expectation of privacy regarding any communications sent through the Site or the Services.
12.1 Binding Arbitration
12.2 No Waiver of Right to Arbitration
There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving Party to the other Party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
12.3 Waiver of Statute of Limitations
12.4 Right to Injunctive Relief
13. MISCELLANEOUS PROVISIONS
13.2 No Agency Relationship
13.4 No Waiver
13.6 Complete Agreement
13.7 Other Jurisdictions
We make no representation that the Site, Products, Services, or any of the Materials contained therein, are appropriate or available for use in locations outside the United States, Singapore, and Switzerland, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Site, Products, and Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.