Candlestick

Candlestick Terms and Conditions

Terms updated on August 27, 2021

Welcome, and we appreciate your interest in Candlestick Technologies Inc. (“Candlestick”, “we”, or “us”). By accessing our website at www.candlestick.com, along with any linked pages owned and operated by us, any related websites, applications, mobile applications, and any other services provided by us (collectively, the “Services”) you (“User”, “You”, or “Your”) agree to be bound by these Terms of Service. These Terms of Service (“Terms” or “Agreement”) are a legally binding contract between you and Candlestick regarding your use of the Services.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CANDLESTICK’S PRIVACY POLICY (https://candlestick.com/privacy-policy/) (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND CANDLESTICK’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY CANDLESTICK AND BY YOU TO BE BOUND BY THESE TERMS.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

Subject to these Terms, Candlestick grants you a limited, non-exclusive, non-transferable, non-sublicensable and fully revocable license to access and use the Site, Application and any other Services during the time that you are in compliance with these Terms.

1. Agreement

Candlestick reserves the right, at its sole discretion, to modify or replace these Terms at any time, with or without prior notice to the User. Any such modification or replacement will be effective immediately upon public posting. Your continued use of our Services following any such modification or replacement constitutes your acceptance of these modified or replacement Terms. If you do not agree to any modification or replacement of these Terms, you must stop using the Services. Candlestick encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to and use of the Services.

2. Disclaimer

Candlestick does not provide financial advice, investment advice, investment management, or any legal, accounting, tax, consulting or advisory services. Candlestick is not a bank or financial institution and does not provide financial services. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

3. Eligibility

By accessing or using our Services, you represent and warrant that:

  1. you are at least 18 years old or of legal age to form a binding contract under applicable law, are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms, and
  2. you have not previously been suspended or removed from the Services, and
  3. if you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity, and
  4. you are legally permitted to use the Services in your jurisdiction, and
  5. you are legally permitted to own and trade Digital Assets in your jurisdiction, and
  6. you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Candlestick is not liable for your compliance with such laws, and
  7. you understand the inherent risks associated with Digital Assets, and trading Digital Assets, and
  8. you have a working understanding of the usage of Digital Assets and blockchain-based software systems, and
  9. you are not a Prohibited Person, as defined below.

4. Services

Your Candlestick Account (“Candlestick Account” or “Account”) provides access to one or more of the following Services:

  1. https://candlestick.com/ (the “Site”);
  2. The Candlestick mobile application available via the Apple and Android App Stores (the “Application”);
  3. Auto Trader: The Auto Trader is a platform that allows Users to deploy Candlestick’s proprietary trading algorithms to trade Digital Assets on a User’s behalf. Access to Candlestick’s proprietary trading algorithms is the sole service provided by Candlestick through the Auto Trader.  Candlestick does not custody Digital Assets, execute trades in Digital Assets, offer any hosted or unhosted Digital Asset Wallet, or transmit any Digital Assets in any manner – such activities are provided by an independent third-party entity exchange (“Digital Asset Exchange”).  Therefore, Users wishing to access the Auto Trader must be separately onboarded by a Digital Asset Exchange and separately agree to the Digital Asset Exchange’s user agreement and any other documents required by the Digital Asset Exchange.  The Digital Asset Exchanges are independent third parties that are providing services separately from Candlestick and are not affiliated with Candlestick or acting as an agent for Candlestick or in any other similar capacity.  The Services are currently available through one supported Digital Asset Exchange Apex Crypto LLC.  You can learn about Apex Crypto LLC and review its terms by going to its website at https://apexcrypto.com/. Users may be able to gain access and use the Auto Trader by:
    1. opening an account with a supported Digital Asset Exchange via that exchange’s onboarding process and funding that account as instructed by the exchange; and
    2. selecting the Auto Trader feature on the Candlestick Application and providing the required onboarding information.

5. Account

  1. Account Registration. By accessing or using the Services or registering for an account with us ("Account"), you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our Privacy Policy. You also represent that you have the legal authority to accept these Terms on behalf of yourself and any party you represent in connection with your use of the Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms "you", and "your" applying to you, that entity, and other users accessing the Services on behalf of that entity. We may, in our sole and absolute discretion, without liability to you or any third party, refuse to let you open an Account, suspend your Account, consolidate Accounts if you have more than one or terminate your Account or your use of one or more of the Services. Such actions may be taken as a result of a number of factors, including without limitation the failure to positively identify you, by legal/regulatory demand, or your violation of the terms of this Agreement. We may also temporarily suspend access to your Account if a technical problem so requires.
  2. Identity Verification.When you use or access the Services or create an Account, we will ask for your name, physical address, mailing address, date of birth, and other information that will allow us to identify you. When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your Account. You also agree to provide us, when registering an Account and as requested on an ongoing basis, with any additional information we or our service providers request for the purposes of identity verification or the detection of money laundering, terrorist financing, fraud, violations of applicable economic sanctions, or any other crime, including without limitation, a copy of your government-issued photo ID or evidence of residency (such as a utility bill). You authorize us to keep a record of such information and to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and others against fraud or other crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge that your personal information may be disclosed to regulatory agencies, law enforcement, or our service providers, and these parties may take action using that information.
  3. Security of your Account. You are exclusively responsible for maintaining the confidentiality and security of your Account and devices you use to access the Services. You are also responsible for ensuring that no unauthorized person has access to your Account. We will not be liable for any loss or damage arising from your failure to protect your The Services are provided on a non-custodial basis and Candlestick has no role in or responsibility or liability of any kind for securing your Digital Assets or the Digital Asset Wallets you utilize in connection with our Services.  Such custody and wallet services are provided by a Digital Asst Exchange.  We do not know nor have access to the credentials or the private keys of the  Digital Asset Wallets used by the Digital Asset Exchange in connection with your use of the Services.
  4. Prohibited Activities. In connection with your use of the Account or the Services, you will not:
  5. violate or assist any party in violating any law, statute, ordinance, or regulation or otherwise engage in any conduct that is prohibited, penalizable, or sanctionable under any applicable laws or governmental authorities;
  6. engage in any conduct that may expose Candlestick or any affiliated entities or individuals to liability under any applicable laws or otherwise cause Candlestick or any affiliated entities or individuals to engage in prohibited, penalizable, or sanctionable conduct under any applicable laws or governmental authorities.
  • use the Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable laws;
  1. use the Services for or on behalf of a Prohibited Person or with proceeds derived from dealings with a Prohibited Person or in which a Prohibited Person has a financial or other interest;
  2. engage in any trading activity or induce Candlestick to engage in any trading activity which, in our sole discretion, amounts to or may amount to market abuse including without limitation pumping and dumping, entering fictitious transactions or wash trading, front running, bear raiding or engaging in disorderly market conduct;
  3. infringe upon our or any third party’s copyright, patent, trademark, or other intellectual property rights;
  • take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;
  • transmit or upload any material to the Site or Application that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
  1. otherwise attempt to gain unauthorized access to or use of the Site or Application, Accounts, or computer systems connected to the Site or Application; or
  2. engage in any behavior which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion.

6. General Use, Prohibited Use, and Termination

  1. Limited License. We grant you a limited, non-exclusive, non-transferable, non-sublicensable and fully revocable license, subject to the terms of this Agreement, to access and use the Site and Application and the Services solely for approved purposes as permitted by Candlestick from time to time.
  2. Accuracy of the Site and Related Media. Although we intend to provide accurate and timely information (i) on the Site and Application and related portal sites, and (ii) through third-party social media and other digital means information presented therein (including, without limitation, the Content, as defined below) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site, Application, or otherwise drawn from the Content are your sole responsibility and we shall have no liability for such decisions. Links to unaffiliated third-party materials (including without limitation websites and unaffiliated third-party Digital Asset Exchanges) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any unaffiliated third-party materials or on any unaffiliated third-party sites accessible or linked to the Site, Application, or the Services.
  3. Unaffiliated Third-Party Access. If, to the extent permitted by Candlestick from time to time, you grant express permission to an unaffiliated third party to access or connect to your Account, either through the unaffiliated third party’s product or service or through the Site, you acknowledge that granting permission to an unaffiliated third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any unaffiliated third party with access to your Account. Further, you acknowledge and agree that you will not hold Candlestick responsible for, and will indemnify Candlestick from, any liability arising out of or related to any act or omission of any unaffiliated third party with access to your Account.
  4. Prohibited Use. In connection with your use of the Services, and your interactions with other users, and any unaffiliated third parties, you agree and represent you will not engage in any Prohibited Activities defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account if we determine, in our sole discretion, that your Account is associated with a Prohibited Use.
  5. Suspension, Termination, and Cancellation. We may: (a) suspend, restrict, or terminate your access to any or all of the Services, and/or (b) deactivate or cancel your Account if (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using your Account in connection with a Prohibited Use; (iii) use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (iv) you take any action that Candlestick deems as breaching the Agreement or (v) any other reason Candlestick deems necessary to protect the interests of Candlestick. If Candlestick suspends or closes your account, or terminates your use of one or more Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Candlestick from providing you with such notice. You acknowledge that Candlestick’s decision to take certain actions, including limiting access to, suspending, or closing your Candlestick Account, may be based on confidential criteria that are essential to Candlestick’s risk management and security protocols. You agree that Candlestick is under no obligation to disclose the details of its risk management and security procedures to you. You irrevocably acknowledge and agree that if Candlestick has to limit access to, suspend or close your Candlestick Account, Candlestick will not have any liability or responsibility to you for any Losses directly or indirectly arising out of or related to limiting access, suspension or closure of your Candlestick Account.
  6. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all user IDs, passwords and private keys that you use to access the Services. Users are strongly encouraged to use two-factor authentication in accessing the Site and the Services, and may adjust their security features in their user settings.
  7. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct in connection with the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

7. Service Fees and Payment

  1. By using Candlestick’s Services, you agree to pay all applicable fees and you authorize Candlestick to automatically deduct fees directly from your Account as necessary. A detailed explanation of all applicable fees is available on our website at the following location: https://candlestick.com/support/.  Candlestick reserves the right to adjust its pricing and fees and any applicable waivers at any time.
  2. By choosing one of the payment options (Credit Card, Debit Card, Wire Transfer, and/or ACH), you grant your permission for us to initiate a payment or a series of payments on your behalf. All your payment details will be confidentially secured. Candlestick will not have access to your financial data.

8. Copyright Intellectual Property

The Site, Application, and Services contains copyright material, trade names and marks and other proprietary information, including, but not limited to, text, software, photos and graphics, and may in future include video, graphics, music and sound (“Content”). The Content is protected by copyright law, registered and unregistered trademarks, database rights and other intellectual property rights. Candlestick owns the copyright, database right and other intellectual property rights in the selection, coordination, arrangement and enhancement of such Content, as well as in the Content original to it. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the Content, in whole or in part except as provided in this Agreement. You may download information from the Site or Application for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission or that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.

9. Risk Disclosures

Trading Digital Assets is risky and you should never trade more than you can afford to lose. The following list of risks associated with Digital Assets and the Services is not exhaustive.

  1. Risks of trading in Digital Assets. Digital Asset prices are highly volatile and trading in Digital Assets is extremely risky. In addition, several factors may affect market liquidity for a particular Digital Asset, such as regulatory activity, market manipulation, the acts or omissions of the issuer of the Digital Asset, or unexplainable price volatility. By using the Services, you accept the risk of trading Digital Assets and you represent that you have been, are, and will be solely responsible for making your own independent appraisal into the risks of using the Services.
  2. Auto Trader. The proprietary algorithms powering the Auto Trader feature may malfunction. This may include failing to execute trades or executing incorrect trades. Use of the Auto Trader feature does not guarantee positive returns and it is possible that users of the Auto Trader feature could lose some or all of their Digital Assets or the value thereof. You should not trade more than you can afford to lose. The Auto Trader feature is not calibrated to your specific financial situation. Once activated, the feature will automatically trade Digital Assets in your account and you will not be notified prior to each trade. You consent to the Auto Trader feature trading on your behalf while your account is active and funded and your consent is not required and, therefore, will not be sought before individual trades.
  3. No guarantee of continuous access to Services.We do not guarantee continuous, uninterrupted or secure access to any part of the Services, and operation of our Site, Application, or Services may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with various Blockchain networks.
  4. No trading platform operator.Candlestick provides the Auto Trader, an interface that connects users to Digital Asset Exchanges. However, Candlestick does not operate a Digital Asset Exchange. We do not administer the underlying trading platforms of the Digital Asset Exchanges for the bids or offers and we do not enforce contracts among parties engaged in financing activities available on those Digital Asset Exchanges through the Auto Trader. The underlying trading platform of the Auto Trader and the Digital Asset Wallets securing the Digital Assets is administered and operated by the Digital Asset Exchange. We shall in no event be held liable for any loss or other damages, including but not limited to special, incidental, consequential, or other damages arising from the acts of any operator of the Digital Asset Exchange. You are responsible for understanding the terms and conditions of the operators of the Digital Asset Exchanges.
  5. Digital Asset Exchange Risks.Although Candlestick use its best efforts to conduct comprehensive due diligence on the Digital Asset Exchanges available in our Auto Trader, these Digital Asset Exchanges may be subject to varying degrees of regulatory oversight, or no regulatory oversight, and their practices may vary widely, including as to their security, encryption, and liability for losses. Digital Asset Exchanges may not be required to comply with any rules regarding washing, insider trading, promoting price discovery, insuring losses, protecting against fraud, ensuring anti-money laundering compliance, and many other salient features. Digital Asset Exchanges may carry on fraudulent operations or fronts for fraudulent schemes and be in a jurisdiction where there is no likelihood of recovery or recompense. Digital Asset Exchanges could provide incorrect, delayed, or otherwise flawed data for a variety of reasons, including as a result of software bugs and the aforementioned limited oversight on markets for cryptocurrencies. Such poor data could misinform the User trading strategies or engender inaccurate price discovery mechanisms. Errors, fraud, and other issues with Digital Asset Exchanges have resulted in extensive, irretrievable losses on multiple occasions in the recent past. The underlying software and mechanisms for the Digital Asset Exchanges could malfunction, executing trades for the Users at faulty prices and adversely affecting the Users investments. Digital Asset Exchanges could choose to roll back trades to the benefit of other parties but to the detriment of the Users. In general, errors and unreviewable decisions by the exchanges could adversely impact the value of the investment of the Users. Digital Asset Exchanges have also recently been the target of hacks and other cyber-attacks, including those in which users have lost some or all of their funds held by the Digital Asset Exchanges.

10. Limitations of Liability, Indemnification, and Release

Candlestick and its subsidiaries, parents, affiliates, service providers, and each of their respective officers, directors, agents, joint venturers, employees, or representatives (collectively, the "Released Parties"), are not liable for any damages that may arise out of or in connection with your use of the Services. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of business or profits, business interruption costs, loss of goodwill or business profits, loss of Digital Assets, damage caused to your computer, computer software, systems and programs, and the data thereon or any other direct or indirect, consequential and incidental damages. In addition, the Released Parties are not liable for any losses incurred, either directly or indirectly, through your use of the Site, Application, or any other Services or any of their functions and features or otherwise arising out of or connected to your use of the Services (collectively, all of the foregoing items shall be referred to herein as "Losses").

Without limiting the foregoing, to the maximum extent permitted by law, the Released Parties shall not be liable for any Losses arising out of or connected to:

  1. your use of the Services or that of any individual or entity with whom you are affiliated;
  2. any breach by you of these Terms;
  3. any failure by you or any affiliated individual or entity to comply with applicable laws;
  4. any information or materials available through the Site or Application whether originating from Candlestick, another Released Party, or any other third party;
  5. the real or perceived value of any Digital Assets utilized on or in connection with the Site or Application, or the price of any Digital Asset displayed on the Site or Application at any time;
  6. any inaccurate, misleading, or incomplete statement by Candlestick or on the Site or Application regarding your Account, whether caused by Candlestick’s negligence or otherwise;
  7. any failure, delay, malfunction, interruption, or decision (including any decision by Candlestick to vary or interfere with your rights) by Candlestick in operating the Site or Application or providing any Services;
  8. any stolen, lost, or unauthorized use of your Account information, any breach of security or data breach related to your Account information, or any criminal or other third-party act affecting Candlestick or any other Released Party; or
  9. any offer, representation, suggestion, statement, or claim made about Candlestick, the Site, Application or any other Services by Candlestick or any other Released Party.

The Released Parties are hereby released by you from liability for any and all Losses. These limitations of liability apply whether the liability or Losses are based on negligence, contract, tort, or any other basis, even if the Released Parties had been advised or should have known of the possibility of such Losses.

You agree to indemnify and hold the Released Parties harmless from any claim or Losses (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, or your violation of any law or regulation.

If you have a dispute with one or more Users, or other third parties, you release the Released Parties from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

11. Dispute Resolution and Arbitration

  1. In the interest of resolving disputes between you and Candlestick in the most expedient and cost-effective manner, and except as described in Section 11B and 11C, you and Candlestick agree that every dispute arising in connection with these Terms 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 relating to any aspect of these Terms, 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 these Terms.
  2. Agreement to Arbitrate. Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules, as modified by these Terms. The Tribunal will consist of one arbitrator. The place of arbitration will be Miami, Florida. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CANDLESTICK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
  3. Despite the provisions of Section 11A, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
  4. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 11 within 30 days after the date that you agree to these Terms by sending a letter to Candlestick Technologies Inc., Attention: Legal Department – Arbitration Opt-Out, 7329 NW Miami Ct, Miami, FL 33150 that specifies: your full legal name, the email address associated with your account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Candlestick receives your Opt-Out Notice, this Section 11 will be void and any action arising out of these Terms will be resolved as set forth in Section 12B. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
  5. The JAMS’ Rules and additional information about JAMS are available on the JAMS’ website. The Parties agree that the arbitrator shall apply the substantive law of Delaware to all state law claims, that limited discovery shall be conducted in accordance with JAMS’ Rules, and that the arbitrator may not award punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for any of the specific claims asserted.
  6. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Candlestick’s address for Notice is: Candlestick Technologies Inc., 7329 NW Miami Ct, Miami, FL 33150. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) 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 60 days after the Notice of Arbitration is received, you or Candlestick may commence an arbitration proceeding. All arbitration proceedings between the parties, including any settlement offers, settlement agreements, and final judgements, will be confidential unless otherwise agreed by the parties in writing.
  7. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. No Class Actions. YOU AND CANDLESTICK 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 Candlestick 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.
  8. Modifications to this Arbitration Provision. If Candlestick makes any future change to this arbitration provision, other than a change to Candlestick’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Candlestick’s address for Notice of Arbitration, in which case your account with Candlestick will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
  9. If Section 11G or the entirety of this Section 11 is found to be unenforceable, or if Candlestick receives an Opt-Out Notice from you, then the entirety of this Section 11 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 12B will govern any action arising out of or related to these Terms.

12. Miscellaneous

  1. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Candlestick regarding your use of the Services. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
  2. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Candlestick 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.
  3. Third Parties. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may obtain from a third party including, but not limited to, a Digital Asset Exchange. We are not responsible for ensuring that any third party you interact with will complete any dealings agreed upon between you and such a third party or that the third party is authorized to engage in such dealings. If you experience a problem with any goods or services obtained from a third party, or if you have a dispute with such third party, you should resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Candlestick Customer Support at [email protected] so that we may consider what action to take, if any.
  4. Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and Candlestick submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Miami-Dade County, Miami, Florida for resolution of any lawsuit or court proceeding permitted under these Terms. Disputes shall not be resolved in any other forum or venue.
  5. Privacy Policy. Please read the Candlestick Privacy Policy https://candlestick.com/privacy-policy/ (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Candlestick Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
  6. Additional Terms. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
  7. Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
  8. Contact Information. The Services are offered by Candlestick Technologies Inc., located at 7329 NW Miami Ct, Miami, FL 33150. You may contact us by sending correspondence to that address or by emailing us at [email protected]
  9. Notice to California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an e-mail to [email protected] California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
  10. No Support. We are under no obligation to provide support for the Services. In instances where we may offer support, the support will be subject to published policies.
  11. Force Majeure. We shall not be liable for delays, failure in performance or interruption of the Services which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, 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.

13. Notice Regarding Apple

This Section 13 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Candlestick only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or their content. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Services fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (1) product liability claims; (2) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (3) 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 the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

14. Notice Regarding Google

This Section 14 only applies to the extent you are using our mobile application on an Android device. You acknowledge that these Terms are between you and Candlestick only, not with Google Inc. or its affiliates (“Google”), and Google is not responsible for the Services or their content.  The Parties acknowledge that Google has no obligation to furnish any maintenance or support services with respect to the Services (including the Candlestick App for Android). To the maximum extent permitted by applicable Law, Google will have no warranty obligation whatsoever with respect to the Services (including the Candlestick App for Android), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms.  Any claim in connection with the Services related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms, and Google is not responsible for such claim. Any third party claim that the Services or your possession and use of the Candlestick App for Android infringes that third party’s intellectual property rights will be governed by these Terms, and Google will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim. You may contact Candlestick via email regarding any notices, questions, complaints or claims with respect to the Services (including the Candlestick App for Android) at [email protected] Google is a third party beneficiary to these Terms and may enforce these Terms against you.

15. Definitions

For purposes of interpreting this Agreement, the below terms are defined as follows:

  1. Digital Asset means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including cryptocurrency or virtual currency.
  2. Digital Asset Wallet means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Assets, including a user’s Digital Asset address, Digital Assets balance, and cryptographic keys.
  3. Losses shall bear the meaning set out in Section 10.
  4. Prohibited Person means:
    1. an individual or entity present in or subject to the jurisdiction of any Prohibited Jurisdiction;
    2. a Sanctioned Person;
  • a government or government official of any Prohibited Jurisdiction;
  1. an individual or entity present in or subject to the jurisdiction of any jurisdiction in which use of the Services is unlawful;
  2. a person under 18 years of age.
  1. Prohibited Jurisdiction means any of: (a) Cuba, Democratic People’s Republic of Korea (North Korea), Iran, Syria or Crimea (a region of Ukraine annexed by the Russian Federation), (b) any other country that becomes subject to a comprehensive embargo pursuant to the economic sanctions laws of the United States or the United Nations, or that the Financial Action Task Force (FATF) includes on its list of high risk countries subject to a call for action and any other jurisdiction in which use of the Services are prohibited.
  2. Sanctioned Person refers to any person, including both individuals and entities, that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any person, entity or group in the aggregate listed in any Sanctions List (iii) a government or government official of any Prohibited Jurisdiction; (iv) the Government of Venezuela or any official or subdivision or sub-entity thereof; or (v) any other person for whom using the Services is prohibited, sanctionable, or otherwise penalizable, including any persons for whom such activities is subject to prior approval or licensing and where such approval or licensing has not been obtained.
  3. Sanctions List means the “Specially Designated Nationals and Blocked Persons” List and the “Sectoral Sanctions Identifications List,” published by Office of Foreign Assets Control of the U.S. Department of the Treasury; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published under economic sanctions, anti-money laundering, export controls, or counter-terrorist financing laws of or by governments of the United States and the United Nations.