Terms & Conditions | RealT

Terms of Service

Effective Date: April 25, 2019

PLEASE READ THESE TERMS AND CONDITIONS OF USE (SITE TERMS) CAREFULLY. THESE SITE TERMS AND OTHER AGREEMENTS ON THE SITES GOVERN YOUR USE OF OUR WEB SITE OR MOBILE APPLICATION (THE SITES), AND ALSO INCLUDE IMPORTANT DISCLOSURES AND REGULATORY INFORMATION THAT ARE ASSOCIATED WITH THE SERVICES AVAILABLE ON THE SITES, ALL OF WHICH ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY.

BY ACCESSING OR USING THE SITES, YOU REPRESENT THAT (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE SITE TERMS, (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH REALTOKEN, AND (C) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE REGISTERED USER, AND TO BIND THAT ENTITY TO THE SITE TERMS. THE TERM YOU REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE REGISTERED USER WHEN YOU SUBMIT YOUR REGISTRATION INFORMATION ON THE SITES. YOU AGREE TO BE BOUND BY THE SITE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. YOUR ACCESS TO AND USE OF THE SITES CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ABIDE BY EACH OF THE SITE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO ALL OF THESE SITE TERMS, DO NOT USE OUR WEB SITE OR MOBILE APPLICATION.

These Site Terms apply solely to your access to, and use of, the website or mobile application of RealToken LLC, a Delaware series limited liability company (“RealToken,” “we” or “our“), located at www.realt.co and any other sites or mobile applications operated by RealToken which link to these Site Terms (the “Sites“) and our online services (the Services). These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with RealToken, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to be responsible to RealToken for any violations of these Site Terms.

RealToken reserves the right to change or modify any of these Site Terms or any policy or guideline of the Sites, at any time and in its sole discretion. If RealToken makes changes to these Site Terms, we will provide notice of such changes, such as by posting a notice on the Sites or updating the “Last Updated” date, which may be listed on the Sites. Your continued use of our Sites following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Site Terms and applicable policies whenever you access the Sites and at least every thirty (30) days to make sure that you understand the terms and conditions that will apply to you and your use of the Sites. If you do not agree to the amended terms, you must stop using the Sites.

  1. Services; Securities Offerings

Among the Services, this Sites present information regarding potential investments in limited liability company membership interests (Interests) of various series of RealTokens (each, a Series). These Series Interests, which are securities under U.S. securities laws, will be represented by cryptographic digital tokens (RealToken), which are a new series of Ethereum blockchain-based smart contract digital tokens meeting the ERC-20 standard as modified to meet transfer restriction requirements under applicable U.S. securities laws.

By participating in a RealTokens Series offering through the Sites you agree and understand that each RealTokens Series offering has its own terms, rules and risks and it is your responsibility to carefully review all terms, rules, risk factors and Series offering documents and decide on your own if you agree to them.

RealToken will allow you the opportunity to designate investment opportunities in which you would like to participate. However, your decision to participate in a Series offering of RealToken does not mean that you will be permitted to participate in such offering. Our decisions to permit your participation are subject to, among other things, demonstration to our satisfaction that you meet legal requirements for participation, consent of relevant third parties, execution of definitive documentation, and our discretion. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate. If you are offered the opportunity to participate in a transaction, you will be required to sign additional documentation. RealToken management decisions are final in all matters relating to the Sites, Services, investments and other activities related to the Sites.

The securities associated with any Series offering of RealToken in which you participate will be governed by the terms and conditions set forth in the applicable investment documents related to the specific Series offering provided to you. You may need to complete several steps to purchase RealToken in a specific Series offering including, but not limited to, (i) completing RealToken’s user registration process, which includes you providing identification and qualification information to RealToken, (ii) entering into Series offering agreements with the specific Series, (iii) funding one or more investments in fiat currency or a specified cryptocurrency, (iv) confirming an intention to move forward with participation in the Series offering at the closing, if required by the Series; (v) creating a digital asset wallet with a third party, and (vii) providing other information to RealToken or the Series Manager or taking other action as requested throughout the Series offering process.

The Series RealTokens offered on the Sites have not been registered under the Securities Act of 1933, as amended (the Securities Act) in reliance on the exempted provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and/or Regulation S. Securities sold through private placements are restricted and not publicly traded and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any securities offering on these Sites.

The Series RealTokens being offered are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that RealToken’s business objectives will be achieved or that a secondary market will ever develop for the Interests, whether via the RealToken Website, via third party registered broker-dealers or otherwise. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. The Interests being sold are not FDIC insured, may lose value, and there is no bank or other guarantee.

  1. Legality

Use of the Sites in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of the Sites and consummation of transactions contemplated by the Sites are permitted in your jurisdiction and comply with all applicable laws, regulations, orders and court decisions. If you have any questions regarding legality in your jurisdiction, please consult your legal counsel. When you access, resister for or use the Sites, you do so at your own risk, and you are solely responsible for complying with all applicable rules and regulations in connection with activities relating to the Sites.

  1. No Financial Advice

RealToken is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration. None of the information contained on the Sites constitutes a recommendation by RealToken or its affiliates to buy or sell any securities or other assets. The information contained in the Sites has been prepared without reference to any particular user’s investment requirements or financial situation. The Sites do not offer financial advice or recommend investments. We recommend that you consult with qualified professionals prior to making actual investments or financial decisions. Any information available through the Sites is not offered as financial advice and should not be the basis for actual financial activities. We are not liable for any reliance on information available through the Sites by you or anyone who you may inform of its contents.

  1. Registration Data; Account Security; Privacy Policy; Digital Asset Wallet

In order to use the Sites and the Services, you will be required to create a service account (Account) by registering on the RealToken website to become a registered user of the Sites and the Services. To register, you must provide your real name, address, phone number and e-mail address, along with other information that may be required from time to time. The right to use the Sites and the Services is personal to you as the user or to the business you are registering for and is not transferable to any other person. As a user of our Sites and Services, you must comply with these Site Terms and our Privacy Policy .

In consideration of your use of the Sites and the Services and by creating an Account, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data“); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to RealToken, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to RealToken.

By creating an Account, you represent and warrant that all Registration Data for the Account that you submit is truthful and accurate. You agree not to use the Account of another user. You are solely responsible for any and all use of your Account. You agree that sharing the Services with another person or providing another person access to the Services through your Account breaches these Site Terms and may constitute fraud or theft, for which we reserve all rights and remedies. You agree not to authorize any other individual or entity other than your authorized agents, if any, to use the Sites or Services via your Account.

You are not obligated under law to provide us with any personally identifying information. However, if you do not provide the Registration Data or any other requested personally identifying information, you will not be able to use certain features of the Sites or the Services. RealToken will use your personally identifying information as set forth in the RealToken Privacy Policy . You represent and warrant that you have reviewed the Privacy Policy and agree to its terms.

Prior to making a RealToken purchase through the Services, you will be prompted to provide information relating to your cryptocurrency/digital asset wallet (Wallet). If you do not have a Wallet, you will need to purchase a cold storage Wallet or set up an account with a cryptocurrency wallet provider chosen by you (<Wallet Provider). Your use of the Wallet will be subject to the terms of use agreement between you and such Wallet Provider.

  1. Copyright and Limited License

Unless otherwise indicated in the Sites, the Sites and all content and other materials on the Sites, including, without limitation, the RealToken logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Site Materials“) are the proprietary property of RealToken or our licensors or users and are protected by U.S. and international copyright laws.

You are granted a limited, non-sublicensable license to access and use the Sites and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial and personal use only. Such license is subject to these Site Terms and does not include: (a) any resale or commercial use of the Sites or the Site Materials therein; (b) the distribution, public performance or public display of any Site Materials; (c) modifying or otherwise making any derivative uses of the Sites and the Site Materials, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Sites, the Site Materials or any information contained therein, except as expressly permitted on the Sites; or (f) any use of the Sites or the Site Materials other than for its intended purpose.

Any use of the Sites or the Site Materials other than as specifically authorized herein, without the prior written permission of RealToken, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

  1. Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, RealToken has adopted a policy of terminating access to the Sites, in appropriate circumstances and at RealToken’s sole discretion, to subscribers or account holders, if any are allowed, who are deemed to be repeat infringers. RealToken may also at its sole discretion limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

  1. Copyright Complaints

If you believe that anything on the Sites infringes upon any copyright which you own or control you may file a notification of such infringement with our Designated Agent as set forth below.

Name of Agent Designated to Receive Notification of Claimed Infringement: ___________________

Full Address of Designated Agent to Which Notification Should be Sent:___________________

Telephone Number of Designated Agent: ___________________

Facsimile Number of Designated Agent: ____________________

E-Mail Address of Designated Agent: ________

Please see 17 U.S.C. 512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by RealToken or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

Name of Designated Agent:
David Hoffman
Full Address of Designated Agent to Which Notifcation should be sent:
1411 4th Ave, Seattle, WA 98101 #7-103
Telephone number of Designated Agent:
206-792-6399
Email Address of Designated Agent:
david@realt.co

  1. Trademarks

RealToken, the RealToken logo and any other product or service name or slogan contained in the Sites are trademarks of RealToken and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of RealToken or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “RealToken” or any other name, trademark or product or service name of RealToken without our prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of RealToken and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Sites are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by RealToken.

  1. Hyperlinks

You are granted a limited, non-exclusive right to create a text hyperlink to the Sites for noncommercial purposes, provided such link does not portray RealToken or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a RealToken logo or other proprietary graphic of RealToken to link to this Sites without the express written permission of RealToken. Further, you may not use, frame or utilize framing techniques to enclose any RealToken trademark, logo or other proprietary information, including the images found at the Sites, the content of any text or the layout/design of any page or form contained on a page on the Sites without RealToken’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of RealToken or any third party.

RealToken makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party Web sites accessible by hyperlink from the Sites, or Web sites linking to the Sites. Such sites are not under the control of RealToken and RealToken is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. RealToken provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by RealToken of any site or any information contained therein. When you leave the Sites, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Sites.

  1. Third-Party Content

RealToken may provide third party content on the Sites and may provide links to Web pages and content of third parties (collectively, “Third-Party Content”) as a service to those interested in this information. RealToken does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that RealToken is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content contained therein at their own risk.

  1. Third-Party Products and Services

RealToken may provide or allow users to provide information about or links to third-party products or services on the Sites. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. RealToken is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-RealToken advertisers or third-party information on the Sites.

  1. Feedback

You acknowledge and agree that any questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials or other information or materials regarding the Sites, RealToken or RealToken’s general products or services (the “Feedback”) that are provided by you in the form of email or other submissions to RealToken, or any postings on the Sites, are (as between you and RealToken) non-confidential and shall become the sole property of RealToken. RealToken shall own, and you hereby assign to RealToken, all exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

  1. User Content and Interactive Services or Areas

The Sites may include interactive areas or services (“Interactive Areas”), such as forums, chat rooms or message boards, online hosting or storage services, or other areas or services in which you or other users create, post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code or other items or materials on the Sites (“User Content”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to upload to, post, transmit, store, distribute, create or otherwise publish through the Sites any of the following:

  • User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
  • User Content that is unlawful, libelous, defamatory, pornographic, obscene, lewd, indecent, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, fraudulent, inflammatory, or otherwise objectionable;
  • User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  • User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
  • Unsolicited promotions, political campaigning, advertising or solicitations;
  • Viruses, corrupted data or other harmful, disruptive or destructive files;
  • Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; and
  • User Content that, in the sole judgment of RealToken, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Sites, or which may expose RealToken or its users to any harm or liability of any type.
  • You further agree that you are solely responsible for your conduct while on the Sites, and you agree that you will not do any of the following in connection with the Site or its users:
    • Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
    • Use the Site or the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site or that could damage, disable, overburden or impair the functioning of the Site in any manner;
    • Stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users;
    • Cheat or utilize unauthorized exploits in connection with the Service;
    • Send any unsolicited commercial messages;
    • Use the Site or the Service for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms of Use; or
    • Circumvent or attempt to circumvent any filtering, security measures or other features RealToken may from time to time adopt to protect the Sites, its users or third parties.

RealToken takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is RealToken liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. Enforcement of the user content or conduct rules set forth in these Site Terms is solely at RealToken’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Sites will not contain any content that is prohibited by such rules. As a provider of interactive services, RealToken is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Although RealToken has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, RealToken reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Sites at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sites at your sole cost and expense. Any use of the Interactive Areas or other portions of the Sites in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Sites.

If you post User Content to the Sites, unless we indicate otherwise, you grant RealToken and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media on or in connection with the Sites and the promotion thereof, including without limitation the right to use your name, likeness, voice or identity. You grant RealToken and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if we choose. You understand and agree that the use of your or other users name, likeness, voice or identity in connection with various features on the Sites does not imply any endorsement of such feature or of the Sites of RealToken unless explicitly stated otherwise. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Sites; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

  1. Indemnification

You agree to defend, indemnify and hold harmless RealToken, its affiliates, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Sites or your use of the Interactive Areas, including without limitation any actual or threatened suit, demand or claim made against RealToken and/or its affiliates, independent contractors, service providers, employees, directors or consultants, arising out of or relating to the User Content, your conduct, your violation of these Site Terms or your violation of the rights of any third party.

  1. Disclaimer

Except as expressly provided to the contrary in a writing by RealToken, the sites, the site materials contained therein and the services provided on or in connection therewith (the “services”) are provided on an “as is” basis without warranties of any kind, either express or implied. RealToken disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the sites and the services, including the information, content and materials contained therein. RealToken does not represent or warrant that materials in the sites or the services are accurate, complete, reliable, current or error-free. RealToken does not represent or warrant that the sites or its servers are free of viruses or other harmful components.

RealToken is not responsible for typographical errors or omissions relating to pricing, text or photography. While RealToken attempts to make your access and use of the sites and the services safe, RealToken cannot and does not represent or warrant that the sites or its server(s) are free of viruses or other harmful components; therefore, you should use industry-recognized software to detect and disinfect viruses from any download.

  1. Limitation of Liability

In no event shall RealToken, its directors, members, employees or agents be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Sites, the Services, the content or the materials contained in or accessed through the Sites, including without limitation any damages caused by or resulting from reliance by user on any information obtained from RealToken, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to RealToken’s records, programs or services. In no event shall the aggregate liability of RealToken, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use the sites or the services or to these site terms exceed any compensation you pay, if any, to RealToken for access to or use of the sites.

There are risks associated with using an internet based blockchain protocol (including the RealToken we may create for you implementing a customized ERC-20 standard), including but not limited to, risks relating to hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account or the digital assets stored in your Wallet. You accept and acknowledge that RealToken will not be responsible for any communication failures, disruptions, errors, distortions, delays or third-party fraud you may experience caused by circumstances beyond our reasonable control.

REALTOKEN WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON REALTOKEN SITES CONTENT OR INFORMATION ON REALTOKENs SERIES OFFERINGS OR THROUGH USE OF CRYPTOCURRENCY OR REALTOKENS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, INCORRECT CRYPTOCURRENCY WALLET ADDRESSES, BANK WIRE INFORMATION OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS, (C) CORRUPTED WALLET FILES, (D) UNAUTHORIZED ACCESS TO SITES OR SERVICES, (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF CYBER ATTACK AGAINST THE REALTOKEN SITES OR ANY ASSOCIATED SERVICES, INCLUDING THE REALTOKENS.

  1. Modifications to the Sites

RealToken reserves the right to change any and all content contained in the Sites and to modify, suspend or discontinue the Sites or any Services offered through the Sites or any features or functionality of the Sites or the Services at any time without notice and without obligation or liability to you.

  1. Applicable Law and Venue

These Site Terms and your use of the Sites shall be governed by and construed in accordance with the laws of the State of Florida, applicable to agreements made and to be entirely performed within the State of Florida, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed only in the state and federal courts located in Miami-Dade County, Florida and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Site Terms.

  1. Termination

Notwithstanding any of these Site Terms, RealToken reserves the right, without notice and in its sole discretion, to terminate your license to use the Sites, and to block or prevent future your access to and use of the Sites.

  1. Severability

If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

RealT Affiliate Program Terms and Conditions

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND REALTOKEN LLC (REALT).

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

  1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in RealT’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between the RealT website and your website or your other social networking channels or posts (together, your “Sites”). Please note that throughout this Agreement, “we,” “us,” and “our” refer to RealT, and “you,” “your,” and “yours” refer to the affiliate. Applicants who are accepted into the RealT Affiliate Program will each receive a unique referral hyperlink (a “Link”) that they can post on their Sites and share with potential referrals to earn commissions and other rewards.  

  1. Eligibility

The RealT Affiliate Program is open only to any “non-U.S. person” located outside of the United States who has purchased at least one RealToken of any Series of RealToken LLC.  For purposes of this Agreement, a “non-U.S. person” is any natural person who is not a resident of, or located in, the United States, and partnership or corporation that is not organized or incorporated under the laws of, or located in, the United States, and any trust of which all of the trustees are not residents of, or located in, the United States.  

  1. Enrollment and Affiliate Obligations

3.1. To begin the enrollment process, you will apply electronically on the RealT.co website by reviewing  and agreeing to the terms and conditions of this Agreement. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel this Agreement with you if we determine that your Sites are unsuitable for our Affiliate Program, including if they:

3.1.1. Promote sexually explicit materials.

3.1.2. Promote violence.

3.1.3. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

3.1.4. Promote illegal activities.

3.1.5. Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.

3.1.6. Include “ReatT,” “ReatToken” or variations or misspellings thereof in your website domain name.

3.1.7. Are otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

3.1.8. Contain software downloads that potentially enable diversions of commission from other affiliates in our program.

3.1.9. You may not create or design your Sites, explicitly or implied in a manner which resembles our website nor design your Sites in a manner which leads customers to believe you are RealT or any other affiliated business.

3.2. RealT reserves the right, at any time, to review your placement and approve the use of your Link and require that you change the placement or use to comply with the guidelines provided to you.

3.3. The maintenance and the updating of your Sites will be your responsibility. We may monitor your Sites as we feel necessary to make sure that your are operating in compliance with this Agreement.

3.4. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your Sites. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

  1. RealT Rights and Obligations

4.1. We have the right to monitor your Sites at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your Sites that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your Sites that we feel are necessary, we reserve the right to terminate your participation in the RealT Affiliate Program.

4.2. RealT reserves the right to terminate this Agreement and your participation in the RealT Affiliate Program immediately and without notice to you should you commit fraud in your use of the RealT Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, RealT shall not be liable to you for any commissions for such fraudulent sales.

4.3. This Agreement will begin upon your accepting its terms and providing your electronic signature on our RealT.co website, and will continue unless terminated hereunder.

  1. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

  1. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and RealT’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in RealT’s Affiliate Program following the posting of the change notice or new Agreement on our Sites will indicate your agreement to the changes.

  1. Commissions

7.1  RealT will pay a referral fee (“Commission”) for each customer referred to the RealT.co website by an affiliate through the affiliate’s Link who completes a purchase on the RealT.co website of one or more RealTokens of a Series of RealToken LLC.  The standard Commission will consist of a cash payment to the affiliate equal to two percent (2%) of the dollar amount of RealTokens purchased by the referred customer. RealT reserves the right to change the Commission rate at any time (which change shall not alter the effective rate for any RealTokens already purchased by a referred customer) and may offer from time to time, as and when posted on the RealT.co website, special promotions including, but not limited to, increased Commission rates, competitions awarding cash prizes to referral leaders, VIP access to RealT events and early notice of new listings on the RealT.co website.   

  1. Promotion Restrictions

8.1. You are free to promote your own Sites, but naturally any promotion that mentions RealT could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by RealT. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote RealT so long as the recipient is already a customer or subscriber of your services or Sites, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote RealT so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your Sites as independent from RealT. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the RealT Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited RealT’s site (i.e., no page from our site or any RealT’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of RealT’s site in IFrames, hidden links and automatic pop ups that open RealT’s site; (d) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.

  1. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of RealT’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of RealT and the good will associated therewith will inure to the sole benefit of RealT.

9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

  1. Disclaimer

REALT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING REALT SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

  1. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You are not a resident of the United States or otherwise a “U.S. Person,” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933.

11.4. You hereby certify that you are in full observance of, and not in violation of, the laws of the jurisdiction in which you reside and of each of the jurisdictions into which you may send a Link in connection with your participation in the RealT Affiliate Program, including (i) the legal requirements within your jurisdiction and in any jurisdiction where you intend to send a Link to solicit purchasers of RealTokens for the offer and sale of securities and deemed security tokens, (ii) any foreign exchange restrictions applicable to such offers and sales, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the receipt of commission fees under this Agreement.

11.5.  You are not required to obtain any licenses or registrations under applicable law, including the rules and regulations of any self-regulatory organization with competent jurisdiction, to participate in the RealT Affiliate Program as contemplated hereunder, and you will promptly obtain such licenses and registrations if you determine that any of them are necessary in order to act as an affiliate and receive commissions hereunder.

11.6. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

11.7. You acknowledge that RealT is entering into this Agreement in reliance on the representations, warranties, and agreements contained herein.  You shall give prompt notice to RealT of the occurrence of any event that may affect the accuracy of any representation, warranty, or agreement; provided that such notice shall not relieve you from your obligations hereunder or prevent any party from seeking an appropriate remedy.

  1. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL REALT’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

  1. Indemnification

You hereby agree to indemnify and hold harmless RealT, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (ii) any claim related to your Sites, including, without limitation, content therein not attributable to us.

  1. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

  1. Data Security

You agree to comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which you reside, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”). You agree to promptly assist RealT in complying with any data subject rights request under the GDPR that RealT may receive from any individuals referred to RealT by you. You further agree to promptly assist RealT in complying with any duties to cooperate with supervisory authorities under the GDPR.

  1. Miscellaneous

16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and RealT. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

16.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof.

16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

16.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

16.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

16.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.