This Coolwater Services Agreement ("Agreement") governs your use of the Coolwater platform, located at https://www.coolwater.xyz/ (the “Site”), and the related products, services, and technologies offered via the foregoing webpages (collectively, including the Site, the “Coolwater Services” or the “Services”) offered or provided by Thaw Digital, Inc. and its affiliates (“Thaw Digital,” “we,” “us,” or “our”).
You should read this Agreement carefully, including Sections 6 and 7 which contain a non-exclusive list of risks in connection with the Site, the Coolwater Services, and the blockchain ecosystem generally.
Important Notice Regarding Class Action/Jury Trial Waiver
WHEN YOU ACCEPT THIS AGREEMENT, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THAW DIGITAL INDIVIDUALLY AND WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR IN YOUR RIGHT TO A JURY TRIAL TO RESOLVE ANY SUCH DISPUTE.
PLEASE REVIEW CAREFULLY THE “DISPUTE RESOLUTION” SECTION BELOW FOR DETAILS REGARDING WAIVER OF CLASS ACTION/JURY TRIAL.
By using the Coolwater Services, you agree to be bound by this Agreement. If you don’t agree to be bound by this Agreement, do not use the Coolwater Services.
If you are accessing and using the Coolwater Services on behalf of a legal entity (such as a trust or limited liability company of which you are a member), you represent and warrant that you have the authority to bind that entity to this Agreement. In that case, “you” and “your” will refer to that entity.
2.0 Privacy; e-Signature Agreement
Additionally, most blockchains utilize distributed ledger technology, and blockchain transactions are often publicly available and permanently preserved. That information includes date and time of transaction submission and confirmation, tokens exchanged in any transaction, and digital wallet addresses involved in that transaction. Thaw Digital has no ability to alter or obscure transactions on blockchains used in connection with the Coolwater Services. Please be aware of the information you provide when entering into blockchain transactions and conduct yourself accordingly for your desired level of privacy.
2.2 e-Signature Agreement. Interactions utilizing third-party wallets linked to blockchain addresses or accounts require digital signatures to authorize transactions. By using Coolwater Services, you agree that any electronic signature, whether digital or encrypted, that is intended to authenticate a writing shall have the same force and effect as manual signatures to the fullest extent of the law. "Electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including without limitation a checkbox, facsimile, or email signature.
3.0 Who may use the Coolwater Services
To use the Coolwater Services, you must be legally competent to form a binding contract and be eighteen (18) years old or older to create a Depositor Account (as defined below).
Additionally, Thaw Digital may require you to provide additional information as applicable laws or regulations dictate or to investigate potential violations of this Agreement. Thaw Digital reserves the right to suspend your access to Coolwater Services while it gathers and processes any information requested and received and may refuse to restore access to the Coolwater Services if you do not provide complete and accurate information upon Thaw Digital’s request.
3.1 Depositor Wallets.
Your identity on the Site will be linked to one or more blockchain addresses of your choosing. To utilize the Coolwater Services, you will need a blockchain address and a third-party wallet provider. We are not responsible for your account with a third-party wallet provider, and you may be subject to such third-party wallet provider’s terms and conditions and privacy policies. You should review such third-party terms and conditions and privacy policies carefully. By using a self-custody wallet, you own any data, information, or material originated by you that you submit in the course of using the Coolwater Services. Thaw Digital cannot access the contents of your third-party digital wallet(s), and it is your responsibility to keep your wallet(s) secure. Thaw Digital does not have custody or control of your third-party wallet(s) and has no ability to retrieve or transfer its contents.
3.2 User Representations.
You represent and warrant to Thaw Digital that you:
(a) are legally competent to form a binding contract and are eighteen (18) years old or older;
(b) are not listed on the Specially Designated Nationals (“SDN”) list maintained by the Office of Foreign Assets Control (“OFAC”) or any other similar list maintained by the United States Department of State, Department of Commerce or any other government authority or pursuant to any Executive Order of the President or any similar list in the jurisdiction in which you are located and your digital wallet address is not on any such list or controlled by a person on any such list;
(c) have not been previously indicted for or convicted of any Patriot Act Offense (the term “Patriot Act Offense” can include any criminal violation relating to terrorism or money laundering, including offenses under the Patriot Act, the Bank Secrecy Act, the Money Laundering control Act of 1986, or criminal laws against terrorism or money laundering, and may also include conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense);
(d) are not a competitor of Thaw Digital and are not using the Coolwater Services for reasons that are in competition with Thaw Digital;
(e) are not restricted by law from purchasing or utilizing digital assets due to being from, a resident of, or located in, Algeria, People’s Republic of China, Crimea region of Ukraine, Cuba, Donetsk region of Ukraine, Egypt, Guyana, Iran, Iraq, Libya, Luhansk region of Ukraine, Morocco, Nepal, North Korea, Russia, South Sudan, Sudan, Syria, United Arab Emirates, or Yemen; and
(f) are not otherwise barred from using the Coolwater Services under applicable law.
If you are an agent, you represent and warrant to Thaw Digital that you are acting with full authority to bind a principal who meets the foregoing criteria in subsections (a)-(f).
4.0 Modifications of this Agreement
We may update this Agreement from time to time in our sole discretion. If we do, we will notify you by posting a revised Agreement on this page with a revised “Last Updated” date, and we may (but are not required to) send other communications notifying you of such an update. It is important that you review this Agreement whenever we update it.
Thaw Digital may require you to provide consent to the updated Agreement in a specified manner before further use of the Coolwater Services is permitted. Otherwise, by continuing to use the Coolwater Services after we have posted an updated Agreement, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Coolwater Services anymore.
Because our services are evolving over time, we may change or discontinue all or any part of the Coolwater Services, at any time, at our sole discretion.
5.0 No Advisory or Legal Services
Nothing in this Agreement is, or shall be construed to be, legal advice from Thaw Digital to you. Neither Thaw Digital nor its agents, employees, or affiliates serve as your advisor, agent, broker, or fiduciary and do not provide, or offer to provide, financial, investment, legal, or tax advice.
6.0 Disclosure of risks
6.1 Due diligence. When making any investment decision, you must rely on your own examination of the potential benefits and risks involved. You should thoroughly review all transaction documents provided to you and seek further independent financial, legal, and tax advice to determine whether you believe a proposed investment meets your needs in light of your personal objectives, financial circumstances, and tax situation.
6.2 General Investment Risks. Here are important caveats as you consider any investment opportunity:
The past performance of an investment may be based upon a finite time or a period of extreme market activity and is never a guarantee of future results.
Expected returns or projected earnings are based upon certain assumptions that may, or may not, be realized and are likewise not guaranteed.
6.3 Forward-looking statements. You should not rely on forward-looking statements regarding any investment opportunity. Forward-looking statements are based upon beliefs about potential future activity, based upon an analysis of information that is currently available.
The words “aim,” “anticipate,” “believe,” “design,” “estimate,” “expect,” “potential,” “intend,” “may,” “might,” “plan,” “project,” “result,” “should,” “target,” “will,” “would” and similar expressions identify forward-looking statements.
Forward-looking statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. These risks could result in the loss of your investment.
6.4 Blockchain risks. You acknowledge that engaging in financial transactions on the blockchain has inherent risks and is susceptible to interruption. By using the Coolwater Services you acknowledge, agree to, and accept the following risks:
Information transmission can be disrupted. You accept the risk that our Site could be affected by technical difficulties that impede your ability to obtain, view, or deliver information or execute transaction, including in time sensitive transactions. We do not control the public blockchains that you are interacting with.
Development Risks. The ETH network means the Ethereum mainnet and consensus blockchain for such mainnet (networkID:1, chainID:1) as recognized by the official Go Ethereum Client, or, if applicable, the network and blockchain generally recognized as the legitimate successor thereto. The ETH network has undergone various changes since its inception, including “merge” events to migrate to new network with additional or different features or capabilities. Likewise, the Solana blockchain remains under development, which creates technological and security risks when using the Coolwater Services. You should understand the risks of transactions on the ETH, SOL or any other blockchain before engaging in transactions utilizing tokens on that blockchain.
Blur and Tensor Risks. The Coolwater Services are provided for individuals to take collective advantage of Blur.io’s or Tensor.trade’s respective platforms. Thaw Digital has no control over either Blur.io or Tensor.trade, nor does Thaw have any decision over such third parties’ decisions, if any, regarding points, rewards or tokens that they may from time to time make available through their platforms or disburse. You should understand the Blur.io and Tensor.trade platforms and associated risks before using the Coolwater Services.
Lead Strategists. Lead Strategists are primarily responsible for the ETH, SOL or NFTs in their pooled wallet. Any actions taken by the Lead Strategist are not the responsibility of Coolwater or Thaw Digital.
Compromised Digital Wallets. The digital wallet which you use for the Coolwater Services can be accessed by anybody with access to that wallet’s seed phrase or private key or anybody who is granted access to it through Smart Contract, even if that seed phrase, private key, or granted access is done maliciously or unintentionally. If your wallet is compromised, you must contact us immediately (you can report such a breach by emailing email@example.com). Thaw Digital is not responsible for any unauthorized access to or use of your digital wallet. Due to the contract locking mechanisms, it may not be possible to for Thaw Digital to take immediate action in the event your digital wallet becomes compromised.
Cyberattacks may occur. You understand that fraud and cyberattacks occur and that your data may not be completely safe on any computer system or network. However, there are certain steps that you can take to protect the safety and security of your data and you agree to take reasonable measures to do so. Transactions on the ETH blockchain are irreversible, and losses due to fraudulent or accidental transactions may not be recoverable.
Regulation. The regulatory status of cryptographic tokens, digital assets, and blockchain technology is unclear or unsettled in many jurisdictions. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations, or rules that will affect cryptographic tokens, digital assets, blockchain technology, or its applications. Such changes could limit the Coolwater Services or the transferability of digital assets.
Third-party services disruption. You understand and agree that the Coolwater Services requires the use of third-party resources which are not under the direction or control of Thaw Digital. These resources may become unavailable during times of especially high traffic, or due to potential changes of access to those third-party resources. You accept the risk that interruption or inaccuracy of third-party services may impede your ability to obtain, view, or deliver information or execute transactions, including in time-sensitive transactions.
6.5 You are responsible for your decisions. Coolwater Services are offered to you upon the express condition that you will fully evaluate your own financial circumstances and the terms of the fund pooling opportunities offered to you. You are fully responsible for your own financial decisions. You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.
6.6 Blockchain knowledge. By utilizing Coolwater Services, you confirm that you have good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology, and blockchain-based software systems to understand this Agreement and to fully appreciate the risks.
Further, by utilizing these Coolwater Services you understand the risks associated with using a “hot wallet” to secure valuable digital assets, and users who use a “cold storage wallet” for their assets understand the proper security measures to implement regarding the use of such cold storage devices.
6.7 Tax Risks. Digital assets or payments received by or through the Coolwater Services may be subject to certain tax reporting obligations. It will be your responsibility to account for, file, and pay any applicable taxes. It is your responsibility to determine the potential tax consequences of your receipt, use, or transfer of your digital assets including those transferred by or through the Coolwater Services.
7.0 Smart Contracts
Transfers and other Coolwater Services offered on the Site are achieved through smart contracts, which are the technical mechanism for executing a transaction in an automated or partially-automated manner on the blockchain (“Smart Contracts”). The ETH and SOL blockchains provide immutable ledgers of all transactions that occur thereon. We neither own nor control your non-custodial wallet of choice, your preferred cryptocurrency exchange, the ETH or SOL blockchains, your browser, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to utilize any Coolwater Services.
Transactions on the ETH and SOL blockchains are irreversible, and any token exchanged in such a transaction may be unrecoverable.
8.0 Creating and using a Depositor Account
To access all the features of the Coolwater Site or to acquire Coolwater Services, you are required to submit your wallet address via the Coolwater interface (a “Depositor Account”). Any ETH, SOL or other tokens deposited directly into a Coolwater wallet without using the Coolwater interface will not be construed as being a Coolwater Depositor.
Read this section to learn the terms and conditions to users that apply to submit their wallet address and deposit.
8.1 Depositor Account Rules. By connecting your digital wallet of choice to the Site, you accept and agree to the following rules:
Thaw Digital may require you to provide additional information as applicable laws or regulations dictate or to investigate potential violations of this Agreement or any other agreement to which it is a party. Thaw Digital reserves the right to suspend your access to Coolwater Services while it gathers and processes any information requested and may refuse to restore access to the Coolwater Services if you do not provide complete and accurate information upon Thaw Digital’s request.
You will not use of the Site for any prohibited activity, including but not limited to: use on any dark market, ransomware, mixing service (i.e., a mixer or tumbler used to obscure the source of funds), or illegal activity that would violate, assist in violation of, or cause us to violate any applicable laws, or which would involve proceeds of any unlawful activity.
You will not attempt to avoid, bypass, remove, deactivate, impair, de-scramble, or otherwise circumvent any technological measure implemented by us or any of our providers or other third party to protect our Site or the Coolwater Services.
You will not attempt to decipher, de-compile, disassemble or reverse engineer any of the software used on or in connection with our Site or interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus or overloading, flooding, spamming, or mail-bombing our Coolwater Services.
You are responsible for all activities that occur under your Depositor Account, whether or not you know about or consent to them.
You agree and understand that certain legal restrictions may impede or restrict our ability to deliver the Coolwater Services to you. You are solely responsible for determining whether the use of Coolwater Services is permitted in the jurisdiction where you live, and you shall not use any aspect of the Site if such activity is not permitted in the jurisdiction where you live.
9.0 No Endorsement
We do not endorse any users of our Coolwater Services or the user-provided products or materials available through or on the Coolwater Services including materials provided by Lead Strategists.
Our Site may contain links or promotions for products and services of third parties. The availability of such third-parity provided documents is intended to be a convenience to you, and is not an endorsement of any third-party services or products. We disclaim any liability for any third-party information (including Lead Strategist documents) or third-party products offered.
10.0 User Communications
THAW DIGITAL WILL NEVER REQUEST THE PRIVATE KEY, PASSPHRASE, PASSWORD, OR SEED PHRASE INFORMATION NEEDED TO ACCESS YOUR DIGITAL WALLET. Please use extreme caution when interacting with any links sent from a social media account or elsewhere from an individual claiming to be a Thaw Digital representative. If you have any questions or concerns, please only contact an official Thaw Digital representative via email at firstname.lastname@example.org. Thaw Digital will NEVER do a stealth mint or airdrop claim without providing adequate time to prepare and research the veracity thereof. We will NEVER ask you to connect your digital wallet except through official communications on the Site. If you believe there is an individual or individuals improperly holding themselves out as Thaw Digital representatives, please contact us at the above link so Thaw Digital can investigate.
This Agreement (as may be amended from time to time by Thaw Digital) will continue to apply to you and your use of our Site or Coolwater Services until your account or relationship with us is terminated.
We reserve the right to suspend, cancel, or terminate your access to our Site or Services, in our sole discretion, at any time, and without prior notice with or without cause. We may suspend, cancel, or terminate your account if we believe you are using it for a purpose that is unauthorized, improper, illegal, or that could harm our company, our customers, or third parties. In addition, if you fail to comply with any terms and conditions of this Agreement, then your access to our Site or Services may be automatically terminated, without notice to you. You agree that we will not be liable to you or any third party for any termination of your account or access.
12.0 Warranty disclaimers
You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR (A) ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OR ACCESS TO INFORMATION OBTAINED THROUGH THE SITE OR COOLWATER SERVICES, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED OR LINKED TO THE SITE OR COOLWATER SERVICES, (B) ANY IDENTIFICATION, MISIDENTIFICATION, OR IMPERSONATION OF ANY USER OF THE COOLWATER SERVICES, OR (C) ANY LOSS OR DAMAGE ARISING FROM OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT.
THE COOLWATER SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “WHERE IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Coolwater Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Coolwater Services.
Transactions on the Site may utilize experimental Smart Contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems, including governance by decentralized autonomous organization. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking, and theft, or changes to the protocol rules of the ETH blockchain which can adversely affect the Smart Contracts and may expose you to a risk of total loss, forfeiture of digital assets, or lost opportunities to buy or sell digital assets.
You will indemnify, defend, and hold harmless Thaw Digital, its affiliates and their respective officers, directors, employees, shareholders, contractors, and agents, from and against any and all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Coolwater Services; (b) your violation of this Agreement or of any regulation or law in connection with the Coolwater Services or this Agreement; or (d) the acts or omissions of any third party related to your use of the Site or Coolwater Services.
14.0 Limitation of liability
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising from your use of the Site and Coolwater Services remains with you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THAW DIGITAL NOR ANY OTHER OF ITS SERVICE PROVIDERS OR THIRD PARTIES INVOLVED IN CREATING, PRODUCING, PROMOTING, OR DELIVERING THE SITE OR COOLWATER SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, MULTIPLE OF DAMAGES, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OR INABILITY TO USE THE SITE OR COOLWATER SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THAW DIGITAL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THAW DIGITAL, ITS AFFILIATES, SERVICE PROVIDERS, EMPLOYEES, SHAREHOLDERS, CONTRACTORS, AGENTS, OFFICERS, AND DIRECTORS, TO YOU OR ANY THIRD-PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE FEES YOU HAVE PAID THAW DIGITAL. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THAW DIGITAL AND YOU. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF DAMAGES SET FORTH ABOVE DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15.0 Dispute Resolution
15.1 Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, including any conflicts of law provisions of the laws of the State of Missouri.
15.2 Class waiver. YOU AND THAW DIGITAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. If the parties’ Dispute is resolved through arbitration, the arbitrator shall not consolidate another person’s claims or otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this “Dispute Resolution” section shall be null and void.
15.3 Exclusive jurisdiction and venue. The parties hereto hereby irrevocably and exclusively submit to the jurisdiction of the state courts in St. Louis County, Missouri and federal courts in the Eastern District of Missouri, United States. The parties agree that a final non-appealable judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, each of the parties hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that the related documents or the subject matter thereof may not be litigated in or by such courts.
15.4 Injunctive and declaratory relief. The court of competent jurisdiction hearing any dispute shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
16.0 Service Fees
Coolwater charges its fees based on a percentage of ETH or SOL yield or resulting points or tokens earned or ‘farmed’ by users through use of the Coolwater Services. Generally, fees are set at five percent (5%), but these fees may differ or be subject to change based on the applicable Lead Strategist, pool structure, epoch period or other considerations. For Lead Strategists, there may be a one-time onboarding fee assessed. You should carefully review the fee terms prior to depositing into a Coolwater pool and regularly check the fee amounts set when determine whether to deposit or withdraw amounts from any of the Coolwater Services.
17.0 Lead Strategist Provisions
In addition to the above provisions applicable to Depositors and other users of the Services, all of which also apply to Strategist, and any provisions specific to Strategist’s Lead Strategist Registration Form, the follow provisions apply individuals or entities that register Strategists.
17.1 Strategist Account. To access and use the Services, Strategist must establish an account (“Strategist Account”). By creating an Account, Strategist agrees to (a) provide accurate, current, and complete information; (b) maintain and update the information you provide to Thaw Digital, as necessary; (c) maintain the security of your login credentials to your Account and accept all risks of unauthorized access to your Account; and (d) immediately notify Thaw Digital if you discover or otherwise suspect any security breaches related to your Account or the Services. You acknowledge and agree that Thaw Digital is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Account or any liability you incur as a result of providing false or misleading information in the creation of your Account. You understand that certain information you provide will be made available to depositors in order for depositors to assess where to deploy capital through the Services.
17.2 Strategist Use. By agreeing to the Lead Strategist Registration Form or accessing the Services, Strategist represents and warrants that: (a) Strategist is legally permitted to use the Services in their jurisdiction or in the jurisdiction in which the use of Services occurs, including accessing and using any Thaw Digital intellectual property, (b) Strategist will not (or attempt to) purchase, sell, rent, or give away its Account, or create an Account using a false identity or information, (c) Strategist will not engage in any automated use of the Services (not including automated trading strategies), including through the use of any code, software, scripts, robots, or similar automatic devices, to “crawl,” “scrape” or “spider” the Services or otherwise to copy, distribute, or misappropriate any information or other content from the Services, including Thaw Digital intellectual property, (d) Strategist will not resell, lease, distribute, transfer, or otherwise make available the Services on a time-sharing or service bureau basis, (e) Strategist will not decompile, disassemble, or reverse engineer the Services, in whole or in part, (f) Strategist will not use or reference the Services to develop or offer a competing service or product, and (g) Strategist will not make the Services available to any third-party other than as contemplated by the Agreement.
17.3 Payment and Taxes. If Strategist does not comply with the Lead Strategist Registration Form payment terms, Thaw Digital may declare Strategist in breach, suspend further access to Services, suspend provision of any Services, and/or terminate this Agreement at Thaw Digital’s sole option and pursue any or all of the following remedies: (a) collect interest at the lower of the rate of 1.5% per month or the maximum interest rate allowed under applicable law on all invoices older than thirty (30) days; (b) declare all unpaid balances, including interest, immediately due; and/or (c) any other remedies available at law or in equity. The fees and other amounts payable by between the Parties do not include any taxes of any jurisdiction that may be assessed or imposed upon the Services, excluding only taxes based upon Strategist’s net income. Strategist will directly pay any such taxes assessed. Strategist will indemnify, defend, and hold Thaw Digital harmless from any such taxes, fines, or interest that Strategist is responsible under this Agreement or applicable law (except for taxes on Thaw Digital’s income).
17.4 Miscellaneous Strategist Terms. The relationship between the Parties under the Agreement is that of independent contractors and not partners, joint venturers, or agents. Strategist may not assign the Agreement or its rights without the prior written approval of Thaw Digital. The Agreement states the entire understanding between the Parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of the Agreement. No waiver of any breach of the Agreement, will be effective unless in writing and signed by an authorized representative of both Parties. The Agreement may not be modified or amended without written agreement of the Parties. If any portion of any provision of the Agreement is held to be illegal, invalid or unenforceable, in whole or in part, then such unenforceable portion of the provision will be deemed severed from the Agreement, the validity and enforceability of the remaining portion of the provision and the other provisions of the Agreement will not be affected or impaired, and the Agreement will be amended in order to effect, to the maximum extent allowable by law, the original intent of such provision. Neither Party will be liable for, nor will either Party be considered in breach of the Agreement due to any failure to perform its obligations under the Agreement as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including the internet, any blockchain network, or other networked environment), power or other utility, labor problem, unavailability of data or supplies or any other cause which could not have been prevented by the non-performing Party with reasonable care.
18.0 General terms
18.1 Ownership of Coolwater Services. Thaw Digital and its licensors exclusively own all right, title, and interest in and to the Coolwater Services, including all associated intellectual property rights. You acknowledge that the Coolwater Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Coolwater Services. Subject to your continued compliance with this Agreement and subject to our right to suspend or terminate your use or access as set forth in this Agreement or as may be required by applicable law or legal order, you are granted a limited, nonexclusive, nontransferable, non-sublicensable, and personal license to access and use the Coolwater Services solely during the term of this Agreement; provided, that no license is granted in any jurisdiction prohibited in Section 3.2(e).
18.2 Whole agreement. This Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Thaw Digital and you regarding the Coolwater Services.
18.3 Severability. With the exception of any of the provisions in the “Class Waiver” subsection above, if any provision of this Agreement is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the "Dispute Resolution" section above or by court of competent jurisdiction), that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
18.4 Assignment rights. You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and void. Thaw Digital may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.
18.5 Notices. To the fullest extent of the law, any notices or other communications provided by Thaw Digital under this Agreement, including those regarding modifications, will be given by posting to the Site.
18.6 No waiver. Thaw Digital’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Thaw Digital. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
17.8 Captions. The captions in this Agreement are for convenience of reference only and shall not govern the interpretation of any of the provisions hereof.
19.0 Questions or Feedback
Have a question about this Agreement? Love our services? Have an idea to make Coolwater even better?
We welcome questions and feedback via email at email@example.com.