Terms of Service

This is a contract (the "Agreement") between yourself as an individual or entity "you" and Base8 Inc., a Delaware corporation

PLEASE READ THIS CAREFULLY – IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND Base8. By signing up to use an account through Base8 or any associated websites, APIs, or mobile applications (collectively, "Base8") or by using the Base8 Site or the Base8 App, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement. If you do not agree to any part of the Agreement, you may not use the Base8 Site or the Services (as defined below).

1. Base8 SERVICES AND USE

1.1 Base8 Services.

Through your Base8 account ("Base8 Account") and the Base8 App ("Base8 App"), you are able to buy and sell cryptocurrency and have access to trading algorithms, in addition to certain other services that may be provided by Base8 from time to time, including, among other things, account management tools, general news and information, trading alerts, market data including price and analytics, and educational information (collectively, the "Services"). When using the Services to buy or sell cryptocurrency through your Base8 Account, you are directly buying from, and directly selling to, sFOX Inc., the "cryptocurrency service provider" of Base8. Base8 does not offer exchange or clearance services. Base8, sFOX and its affiliates may transact through their own accounts through the Services, for purposes including, but not limited to, treasury management and to effect purchases and sales of cryptocurrency by Base8, sFOX and its affiliates. Please read the sFOX terms of service carefully here, https://www.sfox.com/terms/, and note that you are not legally permitted to open a Base8 account without agreeing to the sFOX terms of service.

Services do not include "Custody Services" offered through SAFE Trust Company. Custody Services are subject to the terms and conditions set forth in the SAFE Custodial Services Agreement ("Custody Agreement"). To access Custody Services you must separately enter into the Custody Agreement with SAFE Trust Company and enroll into the SAFE Trust Company custody product in the platform

1.2 Eligibility.

You must be 18 years old to use the Base8 Site or the Services and represent that you are of such age in doing so. If you are using the Services on behalf of a legal entity, you further represent and warrant that the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf. Furthermore, you represent and warrant that you meet the following requirements: (i) you have not previously been suspended or removed from using our Services; (ii) you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which it is a party; (iii) you are not located in, under the control of, or a national of any restricted location or any country to which the United States, Singapore, or the British Virgin Islands have embargoed goods or services; (iv) neither you or any authorized person on your Base8 Account has been identified as a "Specially Designated National" by OFAC; (v) no one employed by you or who is an investor or principal has been placed on the U.S. Commerce Department's Denied Persons List; and (vi) you will not use our Services if any applicable laws in the country of its incorporation or operation prohibits you from doing so in accordance with this Agreement. Base8 may not make all the Services available in all markets and jurisdictions and may restrict or prohibit use of all or a portion of the Services from certain countries, states, territories, or jurisdictions.

1.3 Permitted Use.

You agree and acknowledge that your use of the Base8 Site or the Services will not involve any unlawful or otherwise undesirable activity (as determined by Base8 in its absolute and sole discretion), including, but not limited to dealing in regulated products or services, pseudo-pharmaceuticals, adult content and services, unfair/predatory practices, counterfeit goods, gambling, suspected money laundering, or drug activity. In addition, you represent that your Base8 Account is discretionary in nature, and is not being used primarily for personal, family, or household purposes.

1.4 Limited License.

Base8 grants you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Base8 Site, the Base8 App, and Base8 services, and limited and related websites, content, materials, and information (collectively, the "Content") solely for approved purposes as permitted by Base8 from time to time. Any other use of the Base8 Site, the Base8 App, or the Base8 services is expressly prohibited and all other right, title, and interest in Base8 is exclusively the property of Base8 and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Base8 Site or its related content, in whole or in part. "Base8" and "Base8.app" and all logos related to the Services or displayed on the Base8 Site or the Base8 App are either trademarks or registered marks of Base8 or its licensors. You may not copy, imitate or use them without our prior written consent.

1.5 E-Sign and Electronic Communications Consent.

In our sole discretion, any agreements, applications or records that you sign or agree to at our request, may be in electronic form. Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that Base8 provides in connection with your Base8 Account and your use of the Services. Base8 will provide these Communications to you by either posting them on the Base8 Site, the Base8 App, emailing them to you at the primary email address listed in your Base8 profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification. Base8 is likely unable to send Communications in a language other than English, and if you are not fluent in English, you should consider obtaining the services of an interpreter. You understand and agree that if Base8 or its agent sends you an electronic Communication but you do not receive it because either your phone number or primary email address on file are incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Base8 will be deemed to have provided the Communication to you.

1.6 Information Security.

You acknowledge that the username or identification numbers used to access your Base8 Account are unique and that you alone have assigned a unique password to such username or identification number. The password you have created to access your Base8 Account is strictly confidential and should only be known to you. You must not share or disclose the password to anyone and assure the confidentiality of your password at all times. You are responsible for protecting your Base8 Account and maintaining adequate security and control of all IDs, passwords, hints, personal identification numbers (PINs), API keys, or any other codes that are used to access the Services and will not share Base8 Account credentials with third parties. Any loss or compromise of the foregoing information or any personal information may result in unauthorized access to your Base8 Account, and any associated external accounts, by third parties and the loss or theft of assets. You are responsible for providing accurate and complete Base8 Account information and for keeping email addresses and telephone numbers up to date in your Base8 Account profile to receive any notices or alerts that Base8 may send Client. Base8 assumes no responsibility for any loss that Client may sustain due to compromise of Base8 Account credentials due to no fault of Base8 or failure to follow or act on any notices or alerts that Base8 may send to you. In the event you believe your Base8 Account information has been compromised, contact Base8 customer support immediately at support@Base8.app

1.7 Authorized Agent and Third-Party Applications.

If you grant permission to an additional user, agent, representative, service provider or any other authorized third party to access or connect to your Base8 Account, either through the third party's product or service or through the Services, you are fully responsible for all acts or omissions of that agent or third party with respect to your Base8 Account, including all transactions, deposits, withdrawals, or other activities. You acknowledge and agree that you will not hold Base8 responsible for, and will indemnify Base8 from, any liability arising out of or related to any act or omission of any agent or third party with access to your Base8 Account. You may change or remove agent or third-party Base8 Account permissions by contacting customer support at support@Base8.app

1.8 Title.

With respect to any cryptocurrency you sell, transfer or deliver to Base8, you represent and warrant that you are the lawful owner or possessor of such cryptocurrency with good and marketable title thereto, and you have the full right, power and authority to sell, transfer and deliver such cryptocurrency.

6. DISPUTE RESOLUTION

6.7 Arbitration.

Notwithstanding the above, you and Base8 each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any claim arising out of or related to this Agreement or the Services must be filed within one year after such claim arose.

6.8 Release.

To the fullest extent permitted by applicable law, you release Base8 and the other Base8 parties from responsibility, liability, claims, demands, or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a Delaware entity, you hereby waive your rights under Delaware Civil Code § 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

6.9 Counterparty failure.

Base8 utilizes the services of third-party providers to perform the Services (including without limitation, execution and settlement of trades made to fill client's orders in the platform). In the event that any of these third-party providers become insolvent or otherwise unable to fulfill their obligations ("Third-Party Failure"), Base8 may be unable to settle your orders and as a result, you may lose some or all of your account balance (excluding for the avoidance of doubt, any settled assets you are holding in custody with SAFE Trust Company pursuant to a Custodial Agreement). Base8, may, in its sole discretion and solely for the purposes of expediting the execution of the Services, decide to settle any client order with Base8's funds before the corresponding transaction with a third-party provider is settled. Upon such Third Party'sFailure, Base8 shall be entitled to clawback, or reverse, any transaction or transfers with and from you, even after funds have been debited from your account(s) to cover such losses. By using the Services, you acknowledge and agree that Base8 shall not be liable for any losses or damages resulting from the insolvency or failure of any third-party provider utilized by Base8 to facilitate the Services. Additionally, you acknowledge and agree that you are solely responsible for the risks associated with the Services and that you should carefully consider and manage such risks before engaging in any trades on the Base8 platform.

7. GENERAL PROVISIONS

7.1 Contact Us.

Please contact us at support@Base8.app with any feedback, questions, or complaints

7.2 Amendments.

Base8 may amend or modify this Agreement, in our absolute and sole discretion, by posting on the Base8 Site, the Base8 App, or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that Base8 shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services.

7.3 Entire Agreement.

This Agreement and the Privacy Policy incorporated by reference herein comprise the entire understanding and agreement between you and Base8 as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Base8. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

7.4 Assignment.

You may not assign any rights and/or licenses granted under this Agreement. Base8 reserves the right to assign our rights without restriction, including without limitation to any Base8 affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

7.5 Severability.

If any provision of this Agreement is determined to be invalid or unenforceable under or by any regulation, law, court of competent jurisdiction, or any government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

7.6 Change of Control.

Should Base8 be acquired by or merged with a third-party entity, Base8 reserves the right, in any of these circumstances, to transfer or assign the information Base8 has collected from you as part of such merger, acquisition, sale, or other change of control.

7.7 Survival.

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, those sections pertaining to suspension or termination, Base8 Account cancellation, general use of the Base8 Site and the Base8 App, disputes with Base8, and general provisions, shall survive the termination or expiration of this Agreement.

7.8 Governing Law.

If you are a Base8 Inc. customer, you agree that the laws of the State of Delaware, U.S.A., without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Base8 Inc. However, the choice of law provision regarding the interpretation of this Agreement is not intended to create any other substantive right to non-Delaware residents to assert claims under Delaware law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 6.7 of this Agreement, are only intended to specify the use of Delaware law to interpret this Agreement and the forum for disputes asserting a breach of this Agreement, and these provisions shall not be interpreted as generally extending Delaware law to you if you do not otherwise reside in Delaware. If you are a customer of SAFE Trust Company, Inc., you agree that the laws of the State of Wyoming, U.S.A, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and SAFE Trust Company, Inc. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 6.7 or to any disputes which may be subject to arbitration as defined therein.

7.9 Force Majeure.

Base8 shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

7.10 No Waiver.

This Agreement shall not be construed to waive rights that cannot be waived under applicable governing laws where you are located.