Cryptocurrency Platform Agreement
This Cryptocurrency Platform Agreement (“Cryptocurrency Platform Agreement”) sets forth certain rights and obligations between you and Step Mobile, Inc. (“Step,” “we,” “us,” “our”) with respect to your cryptocurrency account with Zero Hash LLC and Zero Hash Liquidity Services LLC (“Zero Hash”) (a “Cryptocurrency Account”). Please read through this Cryptocurrency Platform Agreement carefully before registering a Cryptocurrency Account and accessing or using the Zero Hash Services (as defined herein).
This Cryptocurrency Platform Agreement forms a part of, and is incorporated by reference into, the Step Terms of Service. Your use of the Platform is subject to all of the terms and conditions applicable to your use of the Services as set forth in the Step Terms of Service, including without limitation, the indemnification, limitation of liability, and arbitration provisions. A breach of this Cryptocurrency Platform Agreement constitutes a breach of the Step Terms of Service.
Scope of Services This Cryptocurrency Platform Agreement applies to your access to and use of the Platform and Zero Hash Services, as described in the Zero Hash User Agreement, incorporated herein by reference. By registering a Cryptocurrency Account with Zero Hash, in accordance with the terms and conditions contained in the Zero Hash User Agreement, you will be able to enter into cryptocurrency transactions with Zero Hash (the “Zero Hash Services”) through our App or Site (the “Platform”).
Modifications to this Cryptocurrency Platform Agreement We reserve the right to make changes to this Cryptocurrency Platform Agreement at any time and at our sole discretion. If we make changes, we will post the amended Cryptocurrency Platform Agreement to the Platform and update the “Last Updated” date above. We may also attempt to notify you by sending an email notice to the address associated with your Cryptocurrency Account or by providing notice through the Platform. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Unless we say otherwise in our notice, the amended Cryptocurrency Platform Agreement will be effective immediately and will apply to any then current and subsequent uses of the Zero Hash Services, including any pending transactions. You are responsible for reviewing this Cryptocurrency Platform Agreement each time you access or use the Zero Hash Services. Your continued access to and use of your Cryptocurrency Account and/or the Zero Hash Services after we provide notice will constitute your acceptance of the changes. If you do not agree to any of the amended terms and conditions, you must stop accessing and using the Zero Hash Services.
Platform Access to the Zero Hash Services
Access to Cryptocurrency Services To access Zero Hash services through the Platform, you will need to first establish a Zero Hash account by completing the onboarding process offered through the Platform prior to your first cryptocurrency transaction (either to buy a cryptocurrency asset or to earn a reward in cryptocurrency). You will need to agree to be bound by all terms and conditions pertaining to such orders in accordance with the Zero Hash and Zero Hash Liquidity Services User Agreement.
Order Routing and Restrictions All orders will be routed to Zero Hash by or through the Platform. For buy or sell orders, you will be presented details such as most recent buy/sell pricing information and cost of placing an order on the Platform. For rewards orders, you will need to enroll in specific rewards through the “Rewards” tab within the Platform and select to receive the reward in the form of a specific cryptocurrency token. You may trade or elect to receive a reward only on the set of tokens listed as available in the Platform (even if Zero Hash offers a larger set of tokens available through other platform providers). We may also restrict the amount of cryptocurrency assets you may be able to purchase within a specified duration of time. By accessing the Platform, you understand and acknowledge that all orders which are placed through the Platform intended for your Cryptocurrency Account are your orders.
Wallet Details You can view the list and balance of cryptocurrencies you own in your Zero Hash wallet directly within the Platform. The Platform will use the latest pricing details provided by Zero Hash to display equivalent fiat (US Dollar) currency values of your cryptocurrency balances.
Self-Directed Cryptocurrency Account You understand and acknowledge that your Cryptocurrency Account is self-directed, you are solely responsible for any and all orders placed through your Cryptocurrency Account, and all orders entered by you are unsolicited and based on your own investment decisions. You understand and acknowledge that you have not received and do not expect to receive any investment advice from Step, or any of its affiliates in connection with your orders. Notwithstanding anything in this Cryptocurrency Platform Agreement, you understand and acknowledge that Step accepts no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You further understand and acknowledge that under no circumstances will your access to the Platform and use of the Zero Hash Services be deemed to create a relationship that includes the provision or tendering of investment advice. You acknowledge that neither Step, nor any of its affiliates, nor any of its or their employees, agents, principals, or representatives (i) provide investment advice in connection with your Cryptocurrency Account, (ii) recommend any cryptocurrencies, cryptocurrency transactions, or orders, or (iii) solicit orders. To the extent research materials or similar information are available through the Platform, you hereby understand and acknowledge that these materials are intended for informational and educational purposes only and do not constitute a recommendation by Step to enter into any transactions or to engage in any investment strategies.
Authorization to Transfer Funds You understand and acknowledge that when you submit an order through the Platform to purchase cryptocurrency from Zero Hash, you are authorizing us to accept the instructions of Zero Hash and authorizing us to instruct our bank partner, Evolve Bank & Trust (“Bank Partner”) to transfer the cash equivalent of the then current value of the cryptocurrency from your linked deposit account established by and held at Bank Partner (“Step Account”) to your Zero Hash account. You understand and acknowledge that your Cryptocurrency Account is provided by Zero Hash and is separate from your Step Account provided by Bank Partner. You understand that for the purposes of the Zero Hash User Agreement, every reference of “Business Account” refers to your Step Account. Your Step Account is governed by a separate agreement by and between you and Bank Partner. You further understand and acknowledge that Zero Hash is not under the control of Step or Bank Partner, that any Zero Hash account is outside of Step’s and Bank Partner’s possession and control, and that Step or Banking Partner do not have the ability to monitor or recall the funds after such funds have been wired or transferred from your Step Account to Zero Hash. You agree to hold Step and Bank Partner harmless with respect to Step and Bank Partner accepting and following your instructions to transfer funds from your Step Account to Zero Hash. You hereby authorize and instruct us and Bank Partner to accept all instructions to deposit funds into your Step Account from Zero Hash at the sole instruction of Zero Hash. You understand that you may revoke this authorization at any time by closing your Cryptocurrency Account or other account you have with Zero Hash. You understand and acknowledge that Step and Bank Partner do not have possession or control over any account you have with Zero Hash, including, but not limited to the Cryptocurrency Account and that cryptocurrencies in your Cryptocurrency Account are not held at or by Step or Bank Partner and that Step and Bank Partner are not involved in any purchase, sale, execution, custody, or trading of cryptocurrencies. Your Cryptocurrency Account, Zero Hash account and any purchase, sale, execution, custody or trading of cryptocurrencies is not part of your Step Account or the Step Account agreement you have with Bank Partner. Bank Partner is not party to, nor has any liability to you under, our Step Reward Terms or this Cryptocurrency Platform Agreement. All instructions provided by you or through Step to Bank Partner and any transfers from your Step Account as instructed by you or with your authorization will be governed by the terms and conditions of your Step Account agreement you have with Bank Partner.
Communication You understand and acknowledge that all notices and communication with you regarding your Cryptocurrency Account, documents, tax forms, and disclosures (together, the “Communications”), will be delivered electronically either through the Platform or via an email sent by us on behalf of Zero Hash or applicable third party, to the email address associated with your Account. To ensure that you receive all of our electronic Communications, you agree to keep your email address up-to-date and immediately notify us through the Platform if there are any changes. Delivery of any Communication to the email address associated with your Account is considered valid. If any email Communication is returned as undeliverable, we retain the right to block your access to your Account until you provide and confirm a new and valid email address.
Zero Hash Right to Offset You understand and acknowledge that if your failure to provide sufficient funds to complete an order results in an amount due and owing by you to Zero Hash (a “Negative Balance”), Zero Hash shall have the right to offset any such Negative Balance, including any accrued interest and consequential losses, by transferring funds from your Step Account to Zero Hash. You hereby authorize us to instruct our Bank Partner to transfer funds that are or become available in your Step Account to Zero Hash to offset any such Negative Balance. You understand, however, that Zero Hash's right to offset any Negative Balance is subordinate and secondary to Bank Partner's primary offset and/or security rights in the Step Account and we will instruct Bank Partner to transfer any Negative Balance funds from your Step Account only after Bank Partner's offset and security claims are first satisfied in full.
Downtime Step uses commercially reasonable efforts to provide access to the Platform in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing access to the Platform may occur due to a variety of factors, some of which are outside of Step’s control, and some which may require or result in scheduled maintenance or unscheduled downtime of the Platform (collectively, “Downtime”). You understand and acknowledge that part or all of the Platform may be unavailable during any such period of Downtime, and you acknowledge that Step is not liable or responsible to you for any inconvenience or losses to you as a result of Downtime. Following Downtime, you further understand and acknowledge that the prevailing market prices of cryptocurrency may differ significantly from the prices prior to such Downtime.
Indemnification In addition to the indemnification provision contained in the our Terms, incorporated herein by reference, you hereby, in both personal and representative capacities, agree to hold harmless, defend, and indemnify Step and its officers, directors, employees, agents, affiliates, and [Banking Partner] and their respective officers, directors, employees, agents, and representatives (collectively, the “Indemnified Persons”) from any and all liabilities, losses, costs, judgments, penalties, claims, actions, damages, expenses, and attorney’s fees and disbursements (collectively, “Losses”) resulting or arising directly or indirectly from your use of the Platform, including, but not limited to: (i) the failure of you or your officers, directors, employees, agents, and affiliates for any reason, fraudulent or otherwise, to perform or comply with any obligation, agreement or covenant under the Zero Hash User Agreement, this Cryptocurrency Platform Agreement, the Services, your use of the Services, the Platform, or any other services provided in connection with your Cryptocurrency Account, the Platform or your use of the Platform; (ii) a breach by you or any of your officers, directors, employees, agents, and affiliates of any representation or warranty made by you under the Zero Hash User Agreement and this Cryptocurrency Platform Agreement or your provision of any inaccurate or incomplete information to any of the Indemnified Parties for any reason; (iii) any negligent, dishonest, fraudulent, or criminal act or omission by you or any of your officers, directors, employees, agents, and affiliates in connection with this User Agreement, the Services, any other services provided in connection with your Cryptocurrency Account or the Platform; and (iv) any failure by you or any of your officers, directors, employees, agents, and affiliates to comply with any laws, rules or regulations applicable to you or them. Notwithstanding the foregoing, any Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which are solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with the arbitration provision contained in our Step Terms of Service, incorporated herein by reference.