End User License Agreement and Terms of Use
This End User License Agreement and Terms of Use (this “ToU”) is a binding contract between you, an individual user (“you”) and OptimiCo Holdings and its affiliated companies, (“Optimi,” “we,” “us” or “our”) governing your use of and access to our services, including [our website(s)], our software application(s), our application programming interfaces (APIs), our notifications and any information or content appearing therein that Optimi makes available for use in our custodial services, networks, hardware and software (individually and collectively, the “Service”)[, the related websites located at www.Optimi.biz, and any other properties owned or controlled by or on behalf of Optimi.
BY USING OUR SERVICE, [INCLUDING, WITHOUT LIMITATION, USE OF OUR TOKEN AND RELAVANT SUPPORTING SERVICES (AS DEFINED BELOW AND SET OUT IN SCHEDULE 1), YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS ToU TOGETHER WITH THE TERMS OF SCHEDULE 1 REGARDLESS OF WHETHER YOU ARE PAYING USER OR A NON-PAYING VISITOR. IF YOU ARE USING OUR SERVICE AS A REPRESENTATIVE OF AN ENTITY, YOU ARE AGREEING TO THESE TERMS ON BEHALF OF THAT ENTITY. IF YOU DO NOT AGREE TO THE TERMS OF THIS ToU, YOU MAY NOT USE THE SERVICE.
YOU ARE SOLELY RESPONSIBLE FOR MANAGING AND MAINTAINING THE SECURITY OF ANY INFORMATION RELATING TO SUCH CREDENTIALS AND AGREE THAT WE SHALL NOT BE HELD RESPONSIBLE (AND YOU SHALL NOT HOLD US RESPONSIBLE) FOR ANY UNAUTHORISED ACCESS TO THE SERVICES OR ANY RESULTING HARM YOU MAY SUFFER.
We provide the Service to you on an “as is” basis without warranties of any kind and OPTIMI’s liability to you is limited to the greatest extent permitted by law.
YOU SHOULD ALSO READ OUR PRIVACY POLICY WHICH SETS OUT HOW WE COLLECT AND USE YOUR PERSONAL INFORMATION. TO HAVE A COPY OF THIS ToU AND OPTIMI’ PRIVACY POLICY SENT TO YOU, CONTACT OPTIMI AT TRUST@OPTIMICUSTODY.COM
1. General Terms & Conditions
1.1 Your representation. The service is not for persons under the age of 18 or for any users previously suspended or removed from the service by Optimi. If you are under 18 years of age, then you must not use or access the service at any time or in any manner.
1.1.1 By using the Service you represent that you are an adult and that you are able to legally enter into contractual agreements.
1.1.2 If you are using the Service on behalf of an entity, by using the Service you represent that you have the necessary rights and authority to agree to these terms (and our Privacy Policy, Acceptable Use Policy and other documents referred to herein) on behalf of that entity.
1.2 Privacy Policy. Our access to and use of the Service is also subject to OPTIMI’s Privacy Policy available at OPTIMI Privacy Policy, the terms and conditions of which are incorporated herein by reference.
1.3 Changes to this ToU. We may amend these terms from time to time by posting the updated terms on [platforms within] our Service. If we make material changes, we will notify you of the changes before they become effective. By continuing to use our Service and our services after the changes come into effect means that you agree to be bound by the amended ToU. You may read a current, effective copy of this ToU at any time by selecting the appropriate link the Site, or may request a copy by emailing support@Optimicustody.com. The revised ToU will become effective at the time of posting unless specified otherwise. Any use of the Service after the effective date will constitute your acceptance of the revised ToU. If you find any change to this ToU or the Service unacceptable, then your sole remedy is to stop accessing, browsing and otherwise using the Service. The terms of this ToU will govern any updates OPTIMI provides to you that replace and/or supplement any portion of the Service, unless the upgrade is accompanied by a separate license or revised ToU, in which case the terms of that license or revised ToU, as the case may be, will govern. Notwithstanding the preceding sentences of this Section 1.a., no revisions to this ToU will apply to any dispute between you and OPTIMI that arose prior to the effective date of such revision.
1.4 Availability of our services
1.4.1 We are constantly changing and improving our Service and the products or services we provide. We may from time to time change or discontinue any of the products or services we offer, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether. If we discontinue certain products, services, functionalities or features, we will give you advance notice where reasonably possible.
1.4.2 We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand that these beta services are not as reliable as other products or services we offer.
1.4.3 We reserve the right to limit your use of our Service and the services we provide, including the right to restrict, suspend or terminate your account if we believe you are in breach of these terms or are misusing our Platform or any services we provide.
1.4.4 We try our best to ensure that our Service is always available, but we do not guarantee that the operation of or access to our Service will be uninterrupted or continuous. Our Service may be interrupted for maintenance, repairs, upgrades, network or equipment failures.
1.4.5 You are responsible for for any and all losses to your or to OPTIMI that resulting from any improper use, misconfiguration, compromise, incompatibility, bug, error or any other type of failure of any information technology, computer program, device, platform or any other means (collectively, “Client Systems”) used to interact with our Service.
1.4.6 Any information or function of the Service may, with or without notice, make use of digital ledger technology, distributed consensus networks or third party services that use the same. These networks are not under the control of OPTIMI, and OPTIMI is not responsible for any loss due to the availability, compromise or any other failure of these networks to work as intended. OPTIMI reserves the right to, without notice, adjust fees paid to these networks by OPTIMI or the client to ensure that the Service operates as intended. OPTIMI has no ability to influence, control, modify or in any other means rearrange the information submitted to these networks by the user or by OPTIMI, but may, in some cases, be able to amend data on these networks and reserves the right to do so at its sole discretion.
1.5 Your account and password
1.5.1 In registering for an account on our Service, you must provide truthful, accurate and up-to-date information about yourself. You should choose a strong and secure password. You must keep your password secure and confidential. You should promptly notify us if you discover or otherwise suspect any security breaches related to your account. You agree to take responsibility for all activities that occur with your account and accept all risks of any authorized or unauthorized access to your account, to the maximum extent permitted by law.
1.5.2 You agree not to share your account credentials or give others access to your account. If and when we detect that an account is shared by multiple users, we may treat this as a security breach and suspend or terminate your account.
1.5.3 We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you are in breach of these terms.
1.5.4 [You agree to follow our Acceptable Use Policy, which is set out at the end of these terms.]
1.5.5 You are responsible for all actions or activities that happen by, through or under your account, unless you report misuse.
1.5.6 You must store, outside of the services, a backup of all of your account credentials, including your passphrases, identifies, backup phrases, private keys and network addresses (if any). If you do not maintain a backup of your account data outside of the Service, you will not be able to access the [Tokens (as defined below) or services] previously accessed using your account in the event that we discontinue or no longer offer some or all of the services or may otherwise lose access to your account. We are not responsible for maintaining this data on your behalf.
1.5.7 We do not receive or store your password, nor any keys, network addresses or transaction history. We cannot assist you with the password retrieval. You are solely responsible for remembering, storing and keeping secret your password. Any [points or bricks] you have associated with our Platform may become inaccessible if you do not know or keep secret your password. Any third party with knowledge of one or more of your credentials (including but not limited to a backup phrase, account identifier or password) can dispose of [Tokens] in your account.
1.6 Use of the Service
1.6.1 You must comply with the Acceptable Use Policy and all applicable laws and regulatory requirements, including privacy laws and intellectual property laws in using or accessing the Service.
1.6.2 We give you a personal, worldwide, royalty-free, non-assignable, non-transferrable, non-sublicensable, non-exclusive and revocable licence to access and use our Service, including any software or application as part of the services we offer. This licence is for the sole purpose of enabling you to use and enjoy the benefit of our Service as provided by us and in the manner as permitted by these terms.
1.6.3 This licence to use our Service will terminate if you do not comply with these terms or other additional terms or conditions imposed by us from time to time.
1.6.4 You must not copy, modify, distribute, sell, lease, loan or trade any access to the Service or any data or information on it.
1.7 Your rights
1.7.1 You retain your rights to any information or content you submit, post or display on or through the Service (“Your Content”). By submitting, posting or displaying such content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such content in any and all media or through any distribution channels (now known or later developed), subject to the applicable provisions in our Privacy Policy.
1.7.2 You are responsible for your use of Your Content and any consequences thereof, including any consequences of the use of Your Content by other users or third parties. We are not responsible or liable for any use of Your Content, nor the use of any content or information submitted or posted by other users or visitors.
1.7.3 You warrant that Your Content is not and will not infringe rights of any third parties and that you have all the necessary rights, power and authority to satisfy your obligations with regard to Your Content under these terms.
1.7.4 If you believe your intellectual property rights have been infringed, please contact us by email at info@Optimi.biz.
1.8 Our rights
1.8.1 All intellectual property rights subsisting in the Service or the products or services we provide belong to us or have been lawfully licensed to us. All rights under applicable laws are hereby reserved. You must not upload, post, publish, reproduce, transmit or distribute any content or component of our Service in any way, or create any derivative works with respect to any such content or component.
1.8.2 We may (at our discretion but are not obliged to) review content or information submitted or posted by users on our Service. We reserve the right to remove any content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or content that we believe may be infringing rights of third parties. We do not endorse or support any views expressed by any users on our Service.
1.8.3 Our name [“Optimi”] and our marks and logos are our trade marks (be it registered or unregistered) and may not be used without our express prior written consent.
1.9 Integrations
We integrate with third-party software to provide a full suite of functionalities to our users. We are not responsible for any issues or loss arising from the use of any third-party software. Your access and use of the third-party software is governed by the terms of service or user agreements of that software.
1.10 Jurisdictional Issues.
The Service is controlled and operated by OPTIMI CUSTODY COMPANY LIMITED in Hong Kong SAR. OPTIMI Custody operates as a limited liability company as Optimi Custody Limited in Hong Kong SAR and is the holder of a Trust or Company Service Provider Licence. OPTIMI makes no representation that materials on the Service are appropriate, lawful or available for use in any locations other than Hong Kong SAR in general, and Hong Kong SAR in particular. Those who choose to access or use the Service from locations outside Hong Kong SAR do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Service from jurisdictions where the contents or practices of the Service are illegal, unauthorized or penalized is strictly prohibited.
1.11 Additional Terms.
Other paper or electronic agreements between you and any of OPTIMI, other OPTIMI clients and any other party known or unknown to OPTIMI may govern your use of the Service. You agree to disclose any such agreements made outside of the Service either via the service, by email to compliance@Optimicutody.com or by registered mail. OPTIMI reserves the right to stipulate that the user make and abide by certain agreements with OPTIMI, other OPTIMI users, or a third party as a condition of use. Use of the Service may require the establishment of a Custody Account, and you will be required to review certain disclosures related to the Custody Account and may be required to accept additional agreements that govern the Custody Account (“Custody Agreements”). The Custody Agreements, and not this ToU, will govern your relationship with OPTIMI with respect to the Custody Accounts and your access to and use of those Custody Accounts.
2. The Service
2.1. Description The Service is the provision of [trust and custody services] through our relevant offices, including the carrying out of agreed actions in accordance with the terms and conditions of this ToU, the [issuance of a Tokens and the carrying out of agreed actions in accordance with the terms and conditions of this ToU].
2.2. Token Issuance
2.2.1. [As a part of the Service, OPTIMI [may, upon your request, issue a digital certificate using blockchain technology representing [the beneficial interest in the assets placed in the Custody Account] (“Token”).]
2.2.2. [The Token and all holders of the Token shall be subject to the terms set out in Schedule 1 of this Agreement together with the terms in the main body of this Agreement.]
2.3. Consideration/No right to compensation. You acknowledge and agree that this ToU is entered into in consideration of your use of the Service pursuant to this ToU and for other good and valuable consideration, the receipt and sufficiency of which you acknowledge. In return for enjoying the Service, you further acknowledge and agree that OPTIMI may generate revenues (including from advertising), increase goodwill or otherwise increase the value of OPTIMI from your use of the Service, and you will have no right to share in any such revenue, goodwill or value whatsoever.
2.4. Changes to the Service OPTIMI may at its sole discretion and from time to time change, add or remove features and functionality of the Service [or parts thereof] without any notice to you. OPTIMI reserves the right to discontinue some or all of the features of the Service at any time at its sole discretion (including the provision of software updates). You acknowledge and agree that OPTIMI will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. If you are dissatisfied with any changes to the Service, then your sole option is to discontinue or terminate your use of the Service as described herein.
2.5. Mobile Services. When the Service is [used or]accessed via a mobile phone, tablet or other wireless device (collectively, “Mobile Services”), your mobile carrier’s normal messaging, data and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be in accordance with this ToU.
3. Disclaimers
3.1. Limitation on liabilities
3.1.1. Some countries or jurisdictions may not allow the disclaimers in this clause, in which case these disclaimers will not apply to you.
3.1.2. To the fullest extent permitted by law, we (including our holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners and licensors (collectively, “Our Entities”)) expressly limit our liabilities in connection with or arising out of the provision of the Service as follows:
3.1.2.1. we provide the Service and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Service is at your own risk;
3.1.2.2. we give no assurance, representation or warranty of any kind (whether express or implied) about the Service and any products or services we provide;
3.1.2.3. we do not guarantee that the information or content you find on the Service is always accurate, truthful, complete and up-to-date;
3.1.2.4. we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement);
3.1.2.5. we are not responsible for any delay or disruption in our Service or any defect, viruses, bugs or errors; and
3.1.2.6. we are not responsible for the conduct of or any content or information submitted or posted by any user of the Service (whether online or offline).
3.1.3 To the fullest extent permitted by law, OPTIMI shall not be liable to you or others for:
3.1.3.1 any indirect, incidental, special, exemplary, consequential or punitive damages; or
3.1.3.2 any loss of data, business, opportunities, reputation, profits or revenues,
3.1.3.3 relating to the use of our Service or any products or services we offer.
3.1.4 We do not exclude or limit our liability to you where it would be illegal to do so. This includes any of our liability for fraud or making fraudulent misrepresentation in operating the Service or providing the products or services we offer.
3.1.5 If you are using the Service as a consumer, in some countries or jurisdictions you may have certain legal rights as a consumer. In such cases, nothing in these terms limit your legal rights as a consumer that may not be waived by contract.
3.1.6 Other than the types of liabilities that we cannot limit by law, OPTIMI’s liabilities to you (on aggregate) are limited to the amount you have paid us (if any) for the use of our Service or for any products or services we offer over the last twelve (12) months.
3.2. No Investment Advice. You acknowledge that OPTIMI does not provide investment advice or offer for sale any securities and that no OPTIMI Content (as defined in Section 6.b below) constitutes or can be interpreted as either investment advice or a recommendation of securities by OPTIMI. Furthermore, you agree that the contents of the Service do not constitute financial, accounting, legal or tax advice from OPTIMI. You are solely responsible for conducting any legal, accounting, anti-fraud and/or other due diligence on your account(s) (including but not limited to trusts), investment preferences, investment strategies and the portfolios managed by OPTIMI. You should always obtain independent investment and tax advice from your professional advisers before making any decisions and taking any actions on the Service or with OPTIMI. That we may have, either directly or through a third-party, enabled, provided data for, assisted with or performed some basic due diligence does not constitute an endorsement or recommendation, nor a representation about the legitimacy, quality or attractiveness of any deal and is not an endorsement or recommendation of any form by OPTIMI. OPTIMI is a technology driven service provider and provides users with certain tools and models for educational purposes on the Service. OPTIMI is only one of many tools you may use as part of a comprehensive investment education process, you should not and will not rely on OPTIMI as the primary basis of your investment decisions (including strategy and preferences) and, except as otherwise provided for herein, OPTIMI will not be liable for decisions/actions you take or authorize third parties to take on your behalf based on information you receive as a User of OPTIMI or information you otherwise see on our Service.
3.3. Know Your Customer. You acknowledge that OPTIMI will perform Know Your Customer (“KYC”) procedures on all end users that establish a Trust Account, as required by applicable laws and regulations which may be applicable to OPTIMI and the Service, as well as OPTIMI’s internal policies and procedures. You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by OPTIMI. OPTIMI may in its sole and absolute discretion decline to accept any person’s request in anything, at any time, with no requirement for any reason or explanation; the parties agree that such decline(s), if any, shall not constitute an opinion, recommendation or investment, legal or tax advice by OPTIMI.
3.4. Different Services. You understand and agree that OPTIMI may provide its users with different fiduciary and trust services. Depending on the engagement and services, OPTIMI and our personnel may make recommendations and take action for clients that may differ from the advice we may give to you or any action we take on your behalf. In addition, our personnel may take actions for their own accounts based on their own personal situations that differ from the services we give you or actions we take on your behalf.
3.5. No Guarantee. You understand and acknowledge that the expecting results you could obtain in relation to the Tokens cannot be guaranteed. All issuances, transfers ,exchanges and token-related actions entail a risk of loss and you may lose money using the Service. TO THE FULLEST EXTENT PERMITTED BY LAW, OPTIMI MAKES NO REPRESENTATION REGARDING THE LIKELIHOOD OR PROBABILITY THAT ANY ACTUAL OR PROPOSED ACCOUNT ALLOCATION WILL IN FACT ACHIEVE A PARTICULAR EXPECTING OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS.
3.6. Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act. 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 end user opens a Financial Account with us, we obtain their 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.
4. Registration
4.1. Log-in Credentials. In order to enjoy the full benefits of the Service, including to establish a [Trust] Account, you must open an account with us (an “Account”).
4.2. [Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify OPTIMI immediately at trust@Optimicustody.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. OPTIMI will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying OPTIMI of such unauthorized use or loss of your credentials. Separate log-in credentials may be required to access External Sites (defined in Section 9 below).]
4.3. [Accuracy of Information. When creating an Account, you will provide true, accurate, current and complete information as OPTIMI requests. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account that, in our sole discretion, would or might constitute a violation of this ToU, cause damage to or impair the Service, infringe or violate any third party rights, damage or bring into disrepute the reputation of OPTIMI, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then OPTIMI may terminate your Account immediately without notice to you and without any liability to you or any third party.]
5. Fees
The pricing for the Service will be as set forth on the applicable pages of the Service. You agree that OPTIMI may charge the payment method we have on file for the features that you select, or, at our option, your [Trust] Account(s) directly, at the intervals indicated on the fee schedule available at FEE's and according to all other OPTIMI policies and procedures. All amounts paid are nonrefundable once incurred. All payments shall be made in [U.S. Dollars] and are exclusive of any sales or other applicable taxes, for which you will be responsible.
6. Intellectual Property Rights
6.1. License. Subject to your complete and ongoing compliance with this ToU, OPTIMI hereby grants you a revocable, non-exclusive, non-transferable, non-sub-licensable, royalty-free and worldwide right and license to access and use the Service solely for your personal or internal business use and solely in strict compliance with the provisions of this ToU.
6.2. Content. The content that OPTIMI provides to users on or through the Service, including, without limitation, any text (such as company information, details of investments, account vesting details, emails sent to users, transactions, change history, etc.), graphics, photos, software and interactive features, may be protected by copyright or other intellectual property rights and owned by OPTIMI or its third party licensors (collectively, the “OPTIMI content”). Moreover, OPTIMI solely owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and any related goodwill. We grant the operators of public search engines, as well as certain partners and regulatory organizations, permission to use spiders and application programming interfaces to copy non-password protected OPTIMI Content from the Services for the purposes of creating publicly available, searchable indices of the materials, including caches or archives of such materials, and for traffic metrics.
6.3. [Marks. The OPTIMI trademarks, service marks and logos (the “OPTIMI Trademarks”) used and displayed on the Service are OPTIMI’s registered and unregistered trademarks or service marks. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the OPTIMI Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage OPTIMI or the applicable third-party, OPTIMI’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without OPTIMI’s prior express written consent. All goodwill generated from the use of any OPTIMI Trademark will inure solely to OPTIMI’s benefit.]
6.4. [Restrictions. OPTIMI hereby reserves all rights not expressly granted to you in this Section 6. Accordingly, nothing in this ToU or on the Service will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Service or any OPTIMI Content or Trademarks located or displayed therein. You may not sell, transfer, assign, license, sublicense or modify the OPTIMI Content, and you may not reproduce, display, publicly perform, make a derivative version of, distribute or otherwise use the OPTIMI Content in any way for any public or commercial purpose without OPTIMI’s prior written consent. The use or posting of any of the OPTIMI Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this ToU, then your right to access and/or use the OPTIMI Content and Service will automatically terminate and you must immediately destroy any copies you have made of the OPTIMI Content.]
7. User Content
7.1. Definition: "User Content". Means any content that Users upload, post or transmit (collectively, “Post”) to or through the Service including, without limitation, any text, photographs and any other works subject to protection under the laws of Hong Kong or any other jurisdiction, including, but not limited to, patent, trademark, trade secret and copyright laws, and excludes any and all OPTIMI Content.
7.2. Screening User Content. OPTIMI offers Users the ability to submit User Content to or transmit through the Service. OPTIMI does not pre-screen any User Content other than as described in Section 8, but reserves the right to remove, disallow, block or delete any User Content in its sole discretion. In addition, we have the right—but not the obligation—in our sole discretion to remove, disallow, block or delete any User Content (i) that we consider to violate this ToU or applicable law or to otherwise constitute Objectionable Content; or (ii) in response to complaints from third parties, with or without notice and without any liability to you. Without limiting the preceding sentences of this Section, OPTIMI also has the right—but not the obligation—to take remedial action in connection with any Objectionable Content Posted on the Service as described more fully in Section 7.g below. We recommend that you save copies of any User Content that you Post to the Service on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content. OPTIMI does not guarantee the accuracy, integrity, appropriateness, availability or quality of any User Content, and under no circumstances will OPTIMI be liable in any way for any User Content.
7.3 [Licenses to User Content. You hereby grant OPTIMI an unrestricted, assignable, sub-licensable, revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from External Sites and otherwise exploit and use (collectively, “Use”) all or any part of all User Content you Post to or through the Service by any means and through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing and promoting OPTIMI and the Service; (ii) displaying and sharing your User Content to other Users of the Service; and (iii) providing the Service as authorized by this ToU. You further grant OPTIMI a royalty-free license to use your user name, image and likeness to identify you as the source of any of your User Content. You must not Post any User Content on or through the Service or transmit to OPTIMI any User Content that you consider to be confidential or proprietary. Any User Content Posted by you to or through the Service or transmitted to OPTIMI will be considered non-confidential and non-proprietary, and treated as such by OPTIMI, and may be used by OPTIMI in accordance with this ToU without notice to you and without any liability to OPTIMI.
7.4 You Must Have Rights to the Content You Post. You must not Post any User Content to the Service if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Service. You represent and warrant that: (i) you own the User Content Posted by you on or through the Service or otherwise have the right to grant the licenses set forth in this ToU; (ii) the Posting and Use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the Posting of your User Content on the Service will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of Posting your User Content on the Service.
7.5 Waiver of Rights to User Content. By Posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Service.
7.6 Objectionable Content. You are not permitted to and agree not to Post any User Content to the Service that is or could be interpreted to be (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, vulgar or in violation of any applicable laws (including laws related to speech); (ii) promoting any product, good or service, or bigotry, discrimination, hatred, intolerance, racism or inciting violence (including suicide), in each of clauses (i) and (ii) of this Section, as OPTIMI may determine in its sole and absolute discretion (collectively, “Objectionable Content”). The Posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in this ToU may be raised as a defense against any third party claims arising from your Posting of Objectionable Content. You also agree not to use the Service for illegal or unlawful purposes, including, without limitation, to stalk any other User or to encourage any User to harm themselves or any other person. Except as provided for in Section 11 below, if you encounter any Objectionable Content on the Service, then please immediately email OPTIMI at Trust@Optimicustody.com or inform us through the functionality offered on the Service. You acknowledge and agree that OPTIMI provides you with the ability to report Objectionable Content as a courtesy, and OPTIMI has no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to us. However, OPTIMI in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content on the Service, including, but not limited to, warning the User, suspending or terminating the User’s Account, removing all of the User’s User Content Posted on the Service and/or reporting the User to law enforcement authorities, either directly or indirectly.
7.7 No Liability. For the avoidance of doubt, OPTIMI will not be liable for any unauthorized use of User Content by any User.]
8. Restrictions on Use of the Service
In addition to any other restrictions set forth in this ToU, and without limiting those restrictions, when using the Service, you agree not to (and not to attempt to):
i. Make unauthorized copies of any content made available on or through the Service;
ii. Use any device, software or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted on the Service;
iii. Attempt to decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Service;
iv. Delete or alter any material OPTIMI or any other person or entity Posts on the Service;
v. Frame or link to any of the materials or information available on the Service;
vi. Alter, deface, mutilate or otherwise bypass any approved software through which the Service is made available;
vii. Use any trademarks, service marks, design marks, logos, photographs or other content belonging to OPTIMI or obtained from the Service;
viii. Access, tamper with or use non-public areas of the Service, OPTIMI’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of OPTIMI’s providers;
ix. Provide any false personal information to OPTIMI;
x. Create a false identity or impersonate another person or entity in any way;
xi. Create a new account with OPTIMI, without OPTIMI’s express written consent, if OPTIMI has previously disabled an account of yours;
xii. Solicit, or attempt to solicit, personal information from other Users of the Service;
xiii. Restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of that person, or collect information about or threaten, harass, menace or intimidate users of the Service;
xiv. Register or create any naming convention in the Service that includes a Trademark without the prior written consent of the owner of such Trademark;
xv. Use the Service, without OPTIMI’s express written consent, for any unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
xvi. Use the Service to send communications to persons who have requested that you not send them communications;
xvii. Gain unauthorized access to the Service, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
xviii. Post any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment or any other aspect of the Service or communications equipment and computers connected to the Service;
xix. interfere with or disrupt the Service, networks or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers; or
xx. Violate any applicable federal, state or local laws or regulations or the terms of this ToU.
9. External Sites
The Service may contain links to or the ability to share information with third party websites (“External Sites”). OPTIMI does not endorse any External Sites or the content made available on such External Sites. All External Sites and any content thereon is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such content located on such External Sites. OPTIMI is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer and mobile devices from viruses and other destructive programs. If you decide to access any External Sites, purchase any content from External Sites or subscribe to services offered by such External Site, then you do so at your own risk. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT OPTIMI WILL HAVE NO LIABILITY TO YOU ARISING FROM YOUR USE, ENGAGEMENT, EXPOSURE TO OR INTERACTION WITH ANY EXTERNAL SITES. FURTHERMORE, OPTIMI DOES NOT WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY EXTERNAL SITE, AND, EVEN IF COMPENSATED, WHETHER FOR A FIXED FEE OR VIA CPC, CPM, CPA OR OTHER BASIS, IN NO WAY SHALL OPTIMI BE CONSIDERED A PARTY TO OR IN ANY WAY HAVE RESPONSIBILITY TO MONITOR OR WARRANTY ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
10. Feedback
While we are continually working to develop and evaluate our own product ideas and features, we know we don’t have all the answers. We therefore welcome your feedback, comments and suggestions. If you choose to contribute by sending OPTIMI or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games or other types of content), promotions, strategies or product/feature names or any related documentation, artwork, computer code, diagrams or other materials, or testimonials or compliments (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to OPTIMI, you agree that:
10.1. OPTIMI has no obligation to review, consider or implement your Feedback, or to return to you all or part of any Feedback for any reason;
10.2. Feedback is provided on a non-confidential basis, and OPTIMI is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way, nor is it under any obligation to credit or otherwise attribute any Feedback to you, nor to compensate you in any manner regardless of how and where such Feedback is used; and
10.3. You irrevocably grant OPTIMI perpetual and unlimited permission to reproduce, modify, distribute, display, publish, transmit, communicate to the public, make available, broadcast, create derivative works from, publicly perform (including on a through-to-the audience basis) and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
11. Notice & Procedure for Making Claims of Copyright or Other Intellectual Property Infringements
11.1. Respect of Third-Party Rights. OPTIMI respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Service.
11.2. Repeat Infringer Policy. OPTIMI’s intellectual property policy is to (i) remove or disable access to material that OPTIMI believes in good faith or upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Service; and (ii) remove any User Content uploaded to the Service by “repeat infringers.” OPTIMI considers a “repeat infringer” to be any User that has uploaded User Content or Feedback to or through the Service and for whom OPTIMI has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content or Feedback. OPTIMI has discretion, however, to terminate the Account of any User after receipt of a single notification of claimed infringement or upon OPTIMI’s own determination.
11.3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by OPTIMI with the User alleged to have infringed a right you own or control, and you hereby consent to OPTIMI making such disclosure. Your communication must include substantially the following:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
b. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
c. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit OPTIMI to locate the material;
d. Information reasonably sufficient to permit OPTIMI to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted;
e. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should consult with your own lawyer to confirm your obligations to provide a valid notice of claimed infringement.
11.4 Designated Agent Contact Information. OPTIMI’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at:
a. Via E-mail: copyright@Optimicustody.com
b. Via U.S. Mail: Michael McCarty, 5006 South Broadband Land, Suite 100, Sioux Falls, South Dakota, 57108
c. Via Telephone: (605) 271-7738
11.5 Counter Notification. If you receive a notification from OPTIMI that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide OPTIMI with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to OPTIMI’s Designated Agent through one of the methods identified in Section 11.4 and include substantially the following information:
a. A physical or electronic signature of the subscriber;
b. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
c. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
d. The subscriber’s name, address and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, then for any judicial district in which OPTIMI may be found, and that the subscriber will accept service of process from the person who provided notification under Section 11.4 above or an agent of such person.
11.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to OPTIMI in response to a Notification of Claimed Infringement, then OPTIMI will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that OPTIMI will replace the removed User Content or Feedback or cease disabling access to it in 10 business days, and OPTIMI will replace the removed User Content or Feedback and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless OPTIMI’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on OPTIMI’s system or network.
12. Governing laws and Dispute Resolution
12.1. This Agreement will be governed by and interpreted in accordance with the laws of Hong Kong, Special Administrative Region of the People’s Republic of China.
12.2. Any dispute, controversy, difference or claim arising out of or relating to this Custody Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
12.3. The law of this arbitration clause shall be Hong Kong law.
12.4. The seat of arbitration shall be Hong Kong.
12.5. The number of arbitrators shall be one.
12.6. The arbitration proceedings shall be conducted in English.
13. Third-Party Disputes
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE OPTIMI PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
14. Termination
14.1. Term. As between you and OPTIMI, the Term of this ToU commences as of your first use of the Service and continues until the termination of this ToU by either you or OPTIMI as described in Section 15.b below.
14.2. Termination By You. If you have not established a Financial Account, you may terminate this ToU by deactivating all of your Financial Account(s) and subsequently sending written notification to OPTIMI at legal@Optimicustpdy.com, as well as deleting the App from your mobile device and terminating all other uses of the Service, including ever visiting any of our websites. If you wish to delete any of your User Content from the Service, then you may be able to do so using the permitted functionalities of the Service, but the removal or deletion of such User Content will not terminate this ToU. If you have established Financial Accounts, although you may terminate this ToU as described in the preceding sentence, you may only terminate your Financial Accounts as described in the applicable Account Agreements.
14.3. Termination by OPTIMI. OPTIMI reserves the right, in its sole discretion, to restrict, suspend or terminate this ToU and your access to all or any part of the Service at any time without prior notice or liability if you breach any provision of this ToU or violate the rights of any third party, including by using any technological, legal, operational or other means available to us (such as blocking specific IP addresses, deleting your Account or reporting you to law enforcement). OPTIMI may further terminate this ToU immediately for any other reason with or without notice to you, using the email address associated with your account credentials. OPTIMI reserves the right to change, suspend or discontinue all or any part of the Service at any time without prior notice or liability. For the avoidance of doubt, if you have established Financial Accounts, although OPTIMI may terminate this ToU as described in this Section, such termination will not close your Financial Accounts. All terms, conditions and procedures for closing your Financial Accounts are provided in the applicable Account Agreements.
15. Consent to Electronic Communications
By using the Service, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding 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 such communications be in writing.
16. Miscellaneous
16.1. Third-Party Accounts. You may be able to connect your OPTIMI account to third-party accounts. By connecting your OPTIMI account to your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third-party sites). If you do not want information about you to be shared in this manner, do not use this feature.
16.2. International Users. The Site is controlled, operated and administered by OPTIMI from its offices within Taiwan. If you access the Site from a location outside the Taiwan, you are responsible for compliance with all local laws. You agree that you will not use the content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
16.3. Survival. Any provision or clause hereunder which by its nature should survive the expiration or termination of this Agreement, shall survive, including, without limitation, Sections [1, 2.c, 3, 4.b, 4.c, 5–19]
16.4. No Offer for Securities.The information to which this Site gives access does not constitute an offer or an invitation to purchase securities offered through the OPTIMI Services anywhere in the world in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or invitation. Potential users of information obtained from issuers through the OPTIMI Services are requested to inform themselves about and to observe any such restrictions. Securities cannot be offered or sold in the United States without registration under the United States Securities Act of 1933, as amended, or pursuant to an exemption from such registration.
16.5. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and OPTIMI as a result of these Terms or use of the Site. OPTIMI’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of OPTIMI’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by OPTIMI with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
16.6. Entire Agreement. Unless otherwise specified herein, these ToU, the Privacy Policy, and the terms of the ToU that you accept comprise the entire understanding and agreement between you and OPTIMI as to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the you and OPTIMI with respect to the Site. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that these Terms and all related documents be written in English.
16.7. Viruses. OPTIMI shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from any location outside of OPTIMI. Always log into your accounts through the Site to review any required actions if you have any uncertainty regarding the authenticity of any communication or notice.
16.8. Force Majeure. OPTIMI shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence, including pandemics, which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
16.9. Severability. If any provision of this ToU is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this ToU, which will remain in full force and effect.
16.10. No Waiver. Failure of OPTIMI to act on or enforce any provision of this ToU will not be construed as a waiver of that provision or any other provision in this ToU. No waiver will be effective against OPTIMI unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.
16.11. Headings. The Section headings are provided merely for convenience and will not be given any legal import.
16.12. Successors and Assigns. This ToU will inure to the benefit of our successors and assigns. You may not assign this ToU or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of OPTIMI. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting any the App from your device prior to such disposition. OPTIMI may assign this ToU, including all its rights hereunder, without restriction.
SCHEDULE 1
1. OPTIMI provides a turnkey, white-label Service for the purchase, sale, storage and of certain assets including related services for the administration of such assets:
a. Recognition of certain asset information submitted by authorized users;
b. Facilitating, holding in custody, and releasing the assets of the Token for and on behalf of the Token Holder (defined below);
c. Enabling [issuers] through its users, to prepare, facilitate, and manage the sale of certain assets. Making [* ] available to be used by the [issuer] to (i) prepare, facilitate, and manage the offering through web dashboard; (ii) enable potential customers investors as “authorized persons” to register for [a Token?] through the Optimi Trader dashboard and qualify such investors; (iii) issue the tokens to qualified investors (“Qualified Authorized Persons”); and (iv) through the use of the dashboard operated through OPTIMI Services, manage the secure tokens issued to Qualified Authorized Persons, ongoing compliance requirements and investor rights related to the secure tokens and subsequent related transactions.
2. Use of the Token Services
Token services must be used in conjunction with the [Service] and are subject to the ToU.
3. Beneficial interest by token holders
a. The Token Holder shall be deemed to hold the beneficial interest in the underlying asset to which the corresponding Token is linked. OPTIMI will recognise any Token Holder [as the rightful beneficial owner of the [Trust Account and assets therein], and shall accordingly carry out all instructions provided by the Token Holder in relation to the Token including redemption of the Token without the need for further verification save and except to meet its obligations under the TSCP licence. YOU AGREE AND UNDERSTAND THAT YOU WAIVE ANY AND ALL RIGHTS AGAINST OPTIMI IN RELATION TO ANY ACTS CARRIED OUT IN ACCORDANCE WITH THE INSTRUCTIONS OF THE TOKEN HOLDER.
b. OPTIMI has taken active steps to confirm the ownership and validity of assets used for the creation of a company offering by requiring that any asset used in such a manner must be held in a custodial account or trust entity wherein OPTIMI Custody has been designated as the custodian and holder. Optimi Custody acts a passive custodian and does not maintain control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of OPTIMI Services). OPTIMI is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with security tokens transferred using the OPTIMI Services, or if you have a dispute with such third party, you must 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 OPTIMI at Investor Support so that we may consider what action to take, if any.
c. Users of OPTIMI Production agree to refrain from the withdrawal, transfer or reuse of any asset held in an OPTIMI Custody account that is ultimately intended to be transferred utilizing the OPTIMI Production site and the tokens created. Use of the Service and the instruments held in custody are to be considered in a pledged relationship and shall not be used in any other manner. Transfer of a token constitutes a transfer of ownership in total or in part. Holder(s) of tokens are to be considered the beneficial owners of all income and rights from the time of possession, unless otherwise indicated.
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