These Terms and Conditions (The “Terms”) are a legally binding contract between you and Otonomos Funding Club LLC, a Series of OtoCo DE LLC, and its related entities (“we”, “us”, “ours” or “Otonomos”)

This contract determines your rights and responsibilities when using our website https://fundingclub.otonomos.com (the “Website”) that we provide. By using the Website, you are agreeing to the following Terms. Please make sure to read the following carefully. 

1. User 

In these Terms, “you” or “User” mean:

1.1. An individual browsing on/through our websites.

1.2 You, acting in your individual capacity as someone who uses our websites.

1.3 You or your company or any corporate shareholder, individual shareholder, director or any other individual identified by the corporate governance arrangements of your company, who uses the Website. 

2. Description  of the Website

2.1 The Website provides a dashboard for users interested in engaging with and investing in the Otonomos token sale (the “Otonomos Token Sale”).

3. Communications

3.1 We shall communicate with User in a variety of ways, such as by email, text or mobile chat or any other applications or means including but not limited to Whatsapp, WeChat and/or Telegram, or by electronic email, support tickets or communications on our website including our Crisp chat. User consents to receive such communications from us.

3.2 User agrees that it is User’s responsibility and not ours to ensure that all agreements, notices, disclosures and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.

4. Copyright

4.1 User owns the copyright in any content that User generates (for example, when User inputs details into share transfer forms, company incorporation forms and regulatory filing documentation, User shall own copyright (if any) in these details), but User grants us a nonexclusive, perpetual, irrevocable licence to use that content to provide to User the Website and its contents.

5. Trade Marks

The marks ‘Otonomos’, ‘Blockchain Chartered Company’ and the suffix ‘BCC’ are trademarks of Otonomos and its affiliates, and nothing in these Terms gives User the right to use those trademarks without our prior written approval.

6. Third Party Software and Application Programming Interface (“API”)

We and the User may use third party software and APIs when using the Website. We do not guarantee the reliability of such third party software or APIs. User agrees that we are not liable for any loss or damage arising out of the use of such third party software or APIs to access any information, or the Website.

7. Ethereum Protocol

We use distributed ledger technology, in particular the Ethereum protocol, to provide some of Website content. Ethereum is an open source blockchain/distributed ledger technology that is developed and administered by the Ethereum Foundation. Whilst we endeavor to ensure that there is no disruption to the Website arising from the use of the Ethereum protocol, we do not control the Ethereum network and therefore do not take responsibility for its availability and security. In the event that performance of the Website is materially impacted by the use of Ethereum and which is caused solely due to an act or omission of Otonomos, the liability of Otonomos shall be limited to actual damages resulting from our gross negligence, fraud or willful misconduct and in no event shall Otonomos be liable for any indirect, consequential, special or other punitive damages.

8. Personal Data

8.1 User confirms that all information and details provided by User to us are true, accurate and up to date in all respects and at all times.

8.2 User agrees all personal information provided to Otonomos will be regulated by our Privacy Policy and that Otonomos refrains from retaining, using, or disclosing the personal information for any purpose other than for the specific purpose of performing the services specified in these Terms. 

9. Accessing the Service and Account Security

9.1 To use the Website, you must register for an account. After a successful registration you will be provided with an username and password for your own use (the "Account"), through which you will be able to access the Otonomos Token Sale. You are responsible for (a) making all necessary arrangements to have access to the Website; and (b) ensuring that all persons who access the Website through the Account are aware of these Terms and comply with them. Please note that only invited users will have access to the Website. If you have not been invited by Otonomos, you will not be able to access any features of the Website or the Otonomos Token Sale.

9.2 To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide is correct, current and complete. You agree that all information you provide to register with this Website is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

9.3 If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that, if you are a legal entity, the Account is created only for Your specific business entity and you agree not share your username and password. You agree to notify us immediately of any unauthorized access to your Account or any other breach of security. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.

10. Liability 

Use of the Website

10.1 While we shall use reasonable efforts to ensure that availability of the Website shall be uninterrupted and that transmissions shall be error-free, this cannot be guaranteed. Also, User’s access to the Website may also be occasionally suspended or limited to allow for repairs, maintenance, or the introduction of new facilities or services. We shall attempt to limit the frequency and duration of any such suspension or restriction and use reasonable efforts to notify User in advance.

10.2 To the extent permitted by applicable law, we shall not be responsible for (i) losses that were not caused by any breach on our part, or (ii) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure), or (iii) any indirect or consequential losses.

10.3 To the extent permitted under applicable law, we shall not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

10.4 The User is able to interact with certain information or content provided by us (including any share transfer forms, company incorporation forms and regulatory filing documentation) to create user-generated content. We shall not be liable for the accuracy, completeness or contents of any user generated content.

11. Compliance with applicable laws and regulations

11.1 User represents, warrants and undertakes that it shall comply with all applicable laws and regulations when using the Website or engaging the Otonomos Token Sale.

11.2 User shall indemnify Otonomos (and/or any of its affiliates) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by Otonomos arising from User’s breach of clause 

12. Amendments

These terms may be varied from time to time by notice to User and, by continuing to use the Website User agrees to be bound by the then current terms.

13. Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER USERS OF THE WEBSITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

14. Third Party Rights

Only User and we shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms.

15. Governing Law and Jurisdiction

These Terms and all issues regarding the Website are governed by Delaware law and shall be subject to the exclusive jurisdiction of the Delaware courts, without regard to conflict of law principles. 

16. Anti Money Laundering

The use of the Website is conditional on passing Anti Money Laundering and Anti Terrorist Financing checks. Otonomos reserves the right to cancel a User account or Token sale investment if such checks fail and will refund a resulting cancelled order.