Terms of Service
This Terms of Service governs your access and use of the Website and all publicly available content and services offered via the Website (collectively “Services”).
Terramint.com (the “Website”) is owned and operated by Terramint Group, Inc., a Wyoming corporation (“Terramint”, “We”, “Our”, or “Us”). The Website offers an online marketplace wherein investors may evaluate offers frwe om third-party real estate owners (“Offerors”) and to purchase digital tokens representing tokenized real estate administered through smart contracts using ERC-20 blockchain technology from Offerors. Website visitors and users of the Services are referred to herein individually as “User” and collectively as “Users”.
YOU ACKNOWLEDGE THAT YOU UNDERSTAND THAT TERRAMINT IS NOT A INVESTMENT ADVISOR, REGISTERED BROKER-DEALER, OR CROWDFUNDING PORTAL AND DOES NOT ENGAGE IN ANY ACTIONS THAT WOULD REQUIRE SUCH REGISTRATION. YOU HAVE FULLY READ AND HEREBY AGREE TO THE ARBITRATION AND CLASS ACTION PROVISIONS CONTAINED WITHIN THIS AGREEMENT, PLEASE BE AWARE THAT SUCH PROVISIONS MAY AFFECT YOUR LEGAL RIGHTS.
BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE WEBSITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE COMPLETE TERMS OF SERVICE OUTLINED HEREIN AND AGREE TO ANY AND ALL OTHER POLICIES MADE AVAILABLE ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY ANY OF THESE AGREEMENTS, THEN YOUR SOLE REMEDY IS TO IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USING THE TERRAMINT WEBSITE OR THE SERVICES.
2. User Account Registration
In order to gain access to additional functionality as part of the Services, it is required that you create and register a user account with Terramint. Should you register an account to access the Services, you may be required to agree to a separate set of terms with Terramint, the terms of which are hereby incorporated into these Terms by reference. If you are entering into the present Terms on behalf of an entity or any third-party, such as your employer or a company you work for or control, you represent that you have the legal authority to bind that entity to these Terms.
2.2. Confirmation of Identity
You must provide information designed to verify your identity. Such information may include (i) a utility bill or bank statement with a current address, (ii) a credit report, (iii) tax documents or (iv) other similar information designed to authenticate and confirm your identity and status as an Accredited Investor or a Non-U.S. Investor. Investor Financial Information. Each U.S. Investor must also provide Form W-9 Information, Specific-Qualifications Information and Payment Information (collectively the “Investor Financial Information”). Form W-9 Information. For tax purposes, each U.S. Investor must provide a completed Internal Revenue Service Form W-9 which includes your Social Security Number (or Taxpayer Identification Number, where applicable)
2.3. User Account Permissions
THE SERVICES ARE OFFERED ONLY TO USERS WHO HAVE REACHED THE LEGAL AGE OF MAJORITY IN THE RELEVANT JURISDICTION IN WHICH THEY LEGALLY RESIDE IN OR ARE PHYSICALLY LOCATED. BY AGREEING TO THESE TERMS, YOU REPRESENT THAT YOU CAN LEGALLY ENTER INTO A CONTRACT IN THE JURISDICTION IN WHICH YOU ARE LOCATED. You may access the Website generally and view certain real estate tokenization offers, without registering with the Website. In order to access certain features of the Website, including viewing all and participating in any real estate tokenization offers, you must register to create an account (“Account”) and meet certain criteria. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all relevant user account registration information. You understand that should You fail to maintain updated user account registration that the inaction shall constitute a material breach of these Terms, which may result in immediate action including and up to suspension or termination of your account. You will also choose a password and a user name. Terramint reserves the right in its sole discretion to refuse registration of or cancel a User Name or URL provided in association with an account or offer. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify Terramint immediately in writing of any unauthorized use of your Account or any other breach of security. You agree not to share your password with any third-parties, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. Unless otherwise agreed to in writing by Terramint, You understand that you do not have permission to transfer your Account to any third-party. You acknowledge and agree that you are liable for any damages or losses to Terramint and other Users by any use of your Account, either authorized or unauthorized. You agree that your Account will be self-directed or directed on your behalf by your designated investment advisor and that you are solely responsible for all investment decisions.
2.4. Purchases through Accounts
Through the Website via a registered account, You may purchase and/or sell digital tokens for one or more properties offered by Offerors using DAI digital tokens or in US Dollars. In order to purchase tokens in offered real estate using DAI, you must already have purchased DAI in a digital wallet that You link to Terramint.
Terramint at its sole discretion may terminate these Terms or suspend your right to use the Services at any time, for any reason, and without notice. You agree that Terramint will not be liable to you or any third party for any such account termination except as described in these Terms.
2.6. User Conduct on Website
You understand and agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations. Possible fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. By way of example, and not as a limitation, you agree that you will not:
- Upload, post, transmit or otherwise make available content that is unlawful, libelous, intentionally false, abusive, obscene, unlawfully threatening, unlawfully harassing, discriminatory or otherwise objectionable;
- Collect, use or transfer any personal, private or confidential information about another person obtained from the Website except as expressly permitted by the owner of the information;
- Infringe any third party’s intellectual property, trade secret or proprietary rights;
- Transmit content that contains software viruses, worms or any other computer code that interrupt, destroy or limit the functionality of the Website or obtain unauthorized information;
- Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable or disproportionately large load on our infrastructure;
- Use data mining, robots or similar data gathering or extraction methods;
- Use the Website for any unlawful or improper purpose;
- Either directly or indirectly, on your own behalf or in the service or on behalf of others, solicit, poach, cold call or attempt to solicit, poach, cold call, divert, entice, induce or remove any person or entity found on or through this website or any customer of Terramint for any purpose, including the purpose of engaging in competition with Terramint;
- Alter or modify another website to falsely state or imply that it is associated with Terramint’s website;
- submit content that falsely expresses or implies that such content is sponsored or endorsed by Terramint, any of its affiliates or any third parties; or
- promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual.
2.7. Accredited Investor
The tokens offered on this Website, except where otherwise indicated, may only be purchased by Accredited Investors, as defined by the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of token offerings by non-accredited investors. Before you can invest in any token offerings on the Website, you must register with the Platform and qualify as an “Accredited Investor”, except where otherwise indicated. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an accredited investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Platform for purposes of subscribing to the token offerings as an Accredited Investor, you represent and warrant that you come within at least one of the following categories:
- a natural person who has individual net worth OR,
- joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
- Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a business in which all the equity owners are accredited investors; or
- a trust with assets in excess of $5 million, not formed to acquire the assets offered, whose purchases a sophisticated person makes.
- YOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING POSTED ON TERRAMINT AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide Terramint with such information in writing.
3. Reservation of Rights
3.1. Proprietary Rights
Terramint, its affiliates, and its licensors own all right, title and interest in the Website and the Services, including but not limited to (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel” organization, compilation of the content, code, and data, and (ii) all content on the Website, including, without limitation, all articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “Terramint Materials”). The Terramint Materials do not include user content created by Offerors. The Terramint Materials are protected by copyright, trademark, patent, trade secret, and other intellectual property laws and proprietary rights. You agree to comply with all applicable laws by not copying or using proprietary content, except as allowed by these Terms or by written consent of the owner of the proprietary rights. Terramint hereby grants you a non-exclusive, non-transferable license to download and print the Terramint Materials for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of the Terramint Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the Terramint Materials in any other way, except with the prior written permission of Terramint. You agree that you will not develop or assist anyone else with developing a website or materials that are substantially similar to or based in substantial part on the Terramint Materials. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the Terramint Materials other than those rights expressly granted in these Terms.
3.2. Submission of User Feedback to Terramint
If you provide Terramint with any comments, bug reports, feedback, or proposed modifications for the Services (“Feedback”), Terramint shall have the right to use the Feedback at its discretion, including, but not limited to the incorporation of suggested changes into the Services. You hereby grant Terramint a perpetual, irrevocable, nonexclusive license to incorporate and use your Feedback for any purpose.
3.3. Reservation of Rights
Terramint in its sole discretion and without notice, reserves the right to amend, make improvements, alter, remove, or correct any information, content, materials and descriptions published to the Website and to limit, suspend, and/or deny access to the Services at any time, including but not limited to, for scheduled or unscheduled server maintenance, upgrades, general improvements or corrections.
The information and materials on the Website may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Terramint does not undertake any obligation or responsibility to update or amend any such information. You agree that Terramint and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
3.4. No Investment Advice Provided by Terramint
You understand that the Website may provide data, information or content provided by third-parties or us relating to opportunities to purchase tokenized interests in real estate assets, you should not interpret any such information as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Website. You understand and acknowledge that any decision whatsoever to invest shall be based solely on your own research and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an offering and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Website or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the companies or organizations posted on the Website. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Website does not provide any of the foregoing advice or recommendations or provide any due diligence.
3.5. Tokenized Products; No Professional Advice Provided
The tokenized offerings on the Website or Applications are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Tokens sold herein are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, these tokens may be subject to restrictions on resale or transfer including holding period requirements. Investing in tokenized real estate assets requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are NOT FDIC insured, may lose value, and there is no guarantee supported or underwritten by a bank. None of the information contained on the Website or provided through the Services constitutes a recommendation, solicitation or offer by Terramint, its affiliates or third-parties to purchase or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. All information contained in the Services has been prepared without reference to any particular User’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where Terramint is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services and all content, services and features available through the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON TERRAMINT OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. TERRAMINT DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT TERRAMINT AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Featuring of or posting on the Website of any OFFERING does not constitute endorsement by Terramint or representation of the quality of any potential investment in such offering. Terramint does not endorse any Issuer or any underlying assets. The tokens being offered have not been registered under the Securities Act. Issuers represent and warrant that each offering is structured to qualify as an exempt investment entity under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of exemptive provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Website and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Website and issuers posting offerings on the Website in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer in selling the tokens might not be available and substantial liability to such issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in tokens that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION. Terramint receives a fixed percentage of compensation in connection with the purchase or sale of tokens through the Website and may also receive additional fixed fees for services. Terramint is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital. Terramint does not recommend or otherwise suggest that any investor make an investment in a particular offering, or that any Issuer offer tokenized real estate assets to a particular Investor. Terramint takes no part in the negotiation or execution of transactions for the purchase or sale of securities, and at no time has possession of or access to funds or securities. Terramint cannot guarantee that Issuers posting offerings on the Website will use the proceeds of any offering in accordance with the stated purpose. Users acknowledge and agree that Terramint makes no representation, warranty or assurance that the offerings posted on the Website are made in accordance with Federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein.
4. Dispute Resolution
4.1. User Interactions and Dispute Resolution
The Services may allow you to interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies offering tokenization of real property assets. You acknowledge that other Users are not affiliated with or controlled by Terramint or its affiliates, and Terramint cannot influence the investments, information, advice or services provided by them. Your interaction with other Users is solely between you and such other Users. YOU AGREE THAT TERRAMINT, ITS DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Furthermore, if you provide any investments, information, advice or services to other Users through the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Terramint or its affiliates.
4.2. Warranty Disclaimer
THE SERVICES, THE WEBSITE, TERRAMINT MATERIALS, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WHEN AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TERRAMINT DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE WITH LAWS, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE FOREGOING, TERRAMINT MAKES NO REPRESENTATION OR WARRANTY (A) WITH RESPECT TO THE MERITS AND RISKS OF ANY TRANSACTIONS MADE BY OR THROUGH THE WEBSITE OR THE SERVICES, OR (B) THAT USE OF THE SERVICES AND WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Without limiting the generality of the foregoing, Terramint makes no warranty or representation as to the completeness or accuracy of the information provided on the Website, nor as to any Issuer’s compliance with the Investment Company Act, the Investment Advisers Act or the Securities Act. To the maximum extent permissible under law, Terramint assumes no liability or responsibility for any errors or omissions in the content of the Website. Terramint does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Website, and has not performed any investigation into such information. Terramint shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Website is at your sole risk. Terramint is entitled to rely upon the information provided by its Users. You acknowledge and agree that Terramint does not provide any representation, warranty or assurance that the offerings on the Website are made in accordance with state and/or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each issuer, and not the Website or Terramint, is responsible for ensuring that any token offering is compliant in accordance with state, federal law and regulations promulgated by the SEC and Financial Industry Regulatory Authority. Terramint makes no representation or warranties regarding the legality or compliance of any token offering. Terramint has not reviewed all of the links provided on the Website and is not responsible for the content of any off-Website pages. Clicking on hyperlinks and visiting any off-Website pages is solely done at your own risk. All representations and warranties made by a portfolio Company to an issuer pursuant to the token offering are hereby incorporated by reference.
To the fullest extent permissible by law, you agree to defend, indemnify, and hold Terramint and its directors, officers, employees, and agents harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, “Damages”) to the extent that Damages result directly or indirectly from your use of the Services or the Website. Terramint reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Terramint in the defense of any such claim, action, settlement or compromise negotiations, as requested by Terramint.
4.4. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR GROSS NEGLIGENCE, WILL TERRAMINT OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR THE WEBSITE, EVEN IF TERRAMINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT TERRAMINT HAS OFFERED ITS SERVICES AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND TERRAMINT , AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND TERRAMINT. TERRAMINT WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Terramint assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Website or your downloading of any content, data, text, images, video, or audio from the Website. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above).
4.5. Waiver of Jury Trial
Except as explicitly stated otherwise, legal notices to Terramint should be emailed to firstname.lastname@example.org. Any legal notices to you will be provided either to the email or mailing address you provide to Terramint during the account registration process or posted on the Website. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice will be deemed given three days after the date of mailing or posting on the Website, as applicable. You agree that all notices and other communications that Terramint provides to you electronically (by email or by posting on the Website) satisfies any legal requirement that such notice or communication be in writing.
In the event of any claim, controversy or alleged dispute between you and Terramint, its members or affiliates, you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence arbitration, which, unless the parties agree otherwise in writing, will be administered by and in accordance with the rules of the American Arbitration Association. The place of arbitration will be the State of Wyoming. The award rendered by the arbitrator will be final and binding, and judgment may be entered on the award in any court having jurisdiction. The parties may endeavor to resolve disputes by mediation at any time as they may agree, provided, however, that resolution of disputes by mediation is not required prior to initiating resolution of disputes by arbitration. Notwithstanding anything to the contrary in this paragraph, Terramint may seek injunctive relief in any court having jurisdiction. In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Terramint. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis. Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Terramint, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Terramint’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Casper, Wyoming, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Casper, Wyoming. Each party hereby waives any claim that such venue is improper or inconvenient.
5.1. Privacy Rights
5.2. Choice of Law
These Terms of Service and Your use of the Services will be governed by and construed in accordance with the laws of the State of Wyoming, without regard to principles of conflict of laws. Any disputes relating to these Terms of Service or your use of this Website will be subject to the exclusive jurisdiction of the courts of the State of Wyoming.
5.3. Third-Party Sites
5.4. U.S. Jurisdiction
If you are located outside of the United States, you use or access the Website solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Terramint makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. Token offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that allow these types of offerings. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. The content, material and information contained on the Website does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The tokens offered on this Website can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Website does not constitute an offer or solicitation to sell tokens referred to on this Website, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. This Website is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Website that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
5.5. Acceptance of E-Signatures
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Website periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Website’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Terramint shall have a reasonable period to effect such a change and Terramint may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
5.6. Force Majeure
Neither party shall be responsible for failure to perform any obligation under this Agreement due to causes beyond the reasonable control of such party, including but not limited to strikes, lockouts, riots, epidemics, war, government regulation, fire, flood, natural disasters, Acts of God, or inadequacies of equipment, or other cause beyond the reasonable control of such party.
If any provision of the Terms is found unenforceable, that provision will be deemed to be modified to the extent necessary to make it enforceable, while preserving its intent. If any provision of the Terms is nonetheless held unenforceable in any jurisdiction, the provision will be enforced to the maximum extent permissible in that jurisdiction, and the enforceability of the Terms in any other jurisdiction and of the remaining provisions in that jurisdiction will not be affected. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
5.8. Amendments to the Agreement
Your use of the Website and the Services is governed by the then-current version of the Terms in effect on the date of such use. Terramint may, at its sole discretion, modify the Terms and/or other policies and procedures governing the Service at any time without notice or liability by posting the modified Terms, policies or procedures to the Website and revising the “Updated” date. Your continued use of the Services after modified Terms have been posted or otherwise provided to you constitutes your agreement to be bound by the then-current Terms.
A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
5.10. Attorneys’ Fees
If any action at law, arbitration, or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
5.11. Complete Agreement
The present Terms of Service (including the documents and instruments referred to in the Terms) constitute the entire agreement and understanding of the parties with respect to the subject matter of the Terms of Service, and supersede all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.