Last Update: November 2022
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THIS SITE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.
The following terms of service (these "Terms") are an agreement between you ("you," “your”), the user ("User") on your own behalf, if you register as an individual, or in your capacity as a representative of the company for which you work or represent, if you register as a company; and Securitize, as described in section 1 (“Securitize,” “we,” “us,” or “our”), that sets forth the terms and conditions for your access and use of the www.securitize.io Website and Platform (collectively, the “Platform”).
The Platform is being provided to you expressly subject to these Terms. By accessing and using the Platform, you acknowledge that you have read, understand and agree to be bound by these Terms (including all Securitize Policies applicable thereto) and to comply with all applicable laws and regulations. These Terms form an essential basis of the bargain between you and us. Please read these Terms carefully and keep a copy of them for your reference.
THESE TERMS ALSO INCLUDE, AMONG OTHER THINGS, A PROVISION WAIVING THE RIGHT TO PURSUE ANY CLASS, GROUP OR REPRESENTATIVE CLAIM AND REQUIRING YOU TO PURSUE CERTAIN DISPUTES THROUGH INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT WITHIN THE SPECIFIED TIME FRAME. SEE SECTION 13 FOR MORE INFORMATION.
Fees and Commissions
A trade commission of 1% will apply to secondary market transactions (ATS only), and it will be based on the gross balance of each trade. Additional Automatic Transfer Service ( “ATS" ) fees may apply depending on the use of service. Such fees may apply to Domestic and International wires and recalls, ACH chargebacks, and credit card account funding. For a complete list of fees, please refer to the Broker Dealer Fee Schedule https://securitize.io/fee-schedule
“Securitize” means the party identified below, based on your Account Country.
In the EU, Services are offered by Securitize Europe Brokerage and Markets S.A. (“Securitize Europe”), with a registered office at Madrid, Calle Don Ramón de la Cruz 38, 28001 supervised by the Spanish Securities Market Commission (CNMV).
In the United States, and any other jurisdiction not expressly mentioned above, Services are offered by Securitize, Inc, a Delaware corporation with a registered address at 3500 S. Dupont Highway, Dover, DE 19901, and registered with the Commercial Registry under file number 6639221. Within the Platform, transfer agent Services are offered by Securitize, LLC, a transfer agent registered with the U.S. Securities and Exchange Commission (“SEC”). Broker dealer Services are offered by Securitize Markets LLC, broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (“FINRA”) and a member of the Securities Investor Protection Corporation (“SIPC”). Securitize Markets is the broker-dealer operator of Securitize Markets ATS (“Securitize Markets ATS”), an alternative trading system regulated by the SEC pursuant to Regulation ATS.
Please carefully review these Terms before accessing the Platform. If you do not agree to these Terms, you may not access, register, or otherwise use the Platform.
By using the Platform, you represent and warrant that you are 1) of legal age to form a binding contract with Securitize and at least 18 years old; 2) not prohibited by law from using the Platform; 3) are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and 4) that you are not listed on any U.S. Government, U.K. Government or European Union list of prohibited or restricted parties.
The Platform is controlled, operated and administered by Securitize from its offices within the USA and in Europe. If you access the Platform from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the content accessed through the Platform in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
We reserve the right to amend these Terms, and the Policies applicable thereto, at any time and will notify you of any such changes by posting the revised Terms on the Platform. You should check these Terms periodically for changes. The most current version of the Terms will supersede all previous versions. We will date the Terms with the last day of revision and all changes shall be effective upon posting of such modified Terms. Your access or use of the Platform after any such changes to these Terms constitutes your agreement to be bound by any such changes. We may terminate, suspend, change, or restrict access to all or any part of this Platform without notice or liability except only to the extent prohibited by applicable law.
The Policies inform Users of the data processing practices regarding the Platform and their Securitize Accounts
We fully incorporate our Policies into these Terms. Note that we reserve the right to update our Policies in accordance with applicable law as described in section 2.1 regarding these Terms.
Securitize Platform provides investment services and permits individuals to make investments in digital securities via the Platform (the “Services”). To invest with Securitize you do not necessarily have to meet a specific qualification criterion, though certain investments may be limited to qualified investors within the Platform. Qualification is based on applicable national securities laws and regulations governing the types of securities we offer and that must be observed.
Some of the Services require Users to provide additional personal information or data, authorize or consent to interconnection with systems and/or services owned by third parties and/or use identity verification mechanisms provided by third parties. In the event that you do not provide such consent and/or the necessary information and/or use the verification mechanisms, Securitize, may not be able to provide such Services to you. Likewise, some Services may be limited by the conditions and/or policies of the third parties. Whenever the Services involve interconnection with systems and/or services owned or provided by third parties, and/or the terms and conditions and/or policies of such third party may be applicable to the Services or to you, Securitize will prior inform you in a sufficient manner.
You agree to use the Platform only for lawful purposes. You are prohibited from any use of the Platform that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Platform is strictly prohibited.
You agree, at all times to the extent permitted by applicable law, you will not.
1) try to reverse engineer, disassemble, decompile, or decipher the Platform or software or hardware comprising the Platform,
2) navigate or search the Platform with any tool, software, agent, engine, or other means (including bots, avatars, intelligent agents or spiders) other than as needed to interact with the Platform for the purposes set forth in these Terms,
3) use the Platform in a way that could impair, overburden, damage or disable any portion of the Platform or other Securitize digital properties, or interfere with any other User or third-party use and enjoyment of the Platform,
4) mirror any material contained on the Platform or, claim any right to access, view or alter any source code or object code of Securitize;
5) obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform.
6) remove, obscure or change any copyright, trademark, logo, notices, instructions, warnings, labels, hyperlinks or other proprietary rights notices contained in or on the Platform or Services or on any third party website and/or software embedded on.
7) remove, obscure or change any notice, banner, advertisement or other branding on the Platform or the Services.
8) Expect Securitize to provide investment advice or recommendations, or treat any content, email and/or information you receive as a recommendation or representation of any kind by Securitize and/or Securitize Parties,
9) Use any content, or other information acquired f through your access to or use of the Securitize Platform or Services, for commercial or investment activity outside of the Services, without prior written approval from Securitize;
Securitize reserves the right to take various actions against you if we believe you have engaged in activities restricted by these Terms or by applicable laws or regulations and Securitize also reserves the right to take action to protect Securitize, other Platform Users and other third parties from any liability, fees, fines or penalties. Those actions may include limiting or completely terminating your access to the Platform and Securitize Account, taking legal action against you and holding you liable for the amount of Securitize’s damages caused by your violation of these Terms.
The Platform may contain links to third-party websites ("Linked Sites"). The Linked Sites are not under the control of Securitize and Securitize is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Securitize is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Securitize of the site or any association with its operators.
Securitize has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other Users of Securitize Services). Securitize is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any purchases from, or sold to, any third party, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Securitize Support at firstname.lastname@example.org so that we may consider what action to take, if any.
The Platform is owned and operated by Securitize. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, software and/or technology and all intellectual property of any kind whatever and the selection and arrangement thereof (collectively, the “Securitize Materials”) are owned exclusively by Securitize or the licensors or suppliers of Securitize and are protected by U.S. and EU copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Nothing on the Platform should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Securitize Materials displayed on the Platform without our prior written permission in each instance.
As a User, you are granted a non-exclusive, non-transferable, revocable license to access and use the Platform strictly in accordance with these Terms. As a condition of your use of the Platform, you warrant to Securitize that you will not use the Platform for any purpose that is unlawful or otherwise prohibited by these Terms. You agree that you do not acquire any ownership rights in any Securitize Materials. We do not grant you any licenses, express or implied, to the intellectual property of Securitize or our licensors except as expressly authorized by these Terms.
You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto. You may not use, copy, display, distribute, modify or reproduce any of the Securitize Materials found on the Platform unless in accordance with written authorization by us. Securitize prohibits the use of any of the Securitize Materials as part of a link to or from the Platform unless the establishment of such a link is approved in writing by us in advance. All rights related to the Securitize Materials are hereby reserved.
You agree that the Securitize Materials may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including electronic, mechanical, photocopying, recording or otherwise, without the express prior written consent of Securitize. You acknowledge that the Securitize Materials are and shall remain the property of Securitize. You may not modify, participate in the sale or transfer of, or create derivative works based on any Securitize Materials in whole or in part.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content and/or Securitize Materials, in whole or in part, found on the Platform. Securitize Materials and/or content is not for resale. You will not claim any ownership right in any material, software or intellectual property displayed on, published by or otherwise available through the Securitize Platform.
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SECURITIZE AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS, AND THEIR RESPECTIVE HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “SECURITIZE PARTIES”), EXPRESSLY MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF THE PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
THE SECURITIZE PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS OR UTILITY OF ANY OF THE INFORMATION OR CONTENT ON THE PLATFORM AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. THE SECURITIZE PARTIES MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE PLATFORM IS FREE OF VIRUSES, BUGS, DEFECTS, ERRORS OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.
PLEASE NOTE THE ABILITY TO EXCLUDE WARRANTIES VARIES IN DIFFERENT JURISDICTIONS. TO THE EXTENT THAT A JURISDICTION PLACES LIMITS ON THE ABILITY FOR A PARTY TO EXCLUDE WARRANTIES, THESE EXCLUSIONS EXIST ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. BECAUSE OF THIS JURISDICTIONAL VARIANCE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Securitize Parties from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (i) your violation of these Terms or of any applicable law or regulation; (ii) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property or privacy right; (iii) any disputes or issues between you and any third party; and (iv) any other wrongful or negligent act or omission by you or on your behalf. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim and remain responsible to indemnify us for any settlement or judgment. You agree not to settle any matter without the prior written consent of Securitize.
Securitize may terminate these Terms at any time without notice or suspend or terminate your Access and use of the Platform at any time, with or without cause, in Securitize’s absolute discretion and without notice. The following provisions of these Terms shall survive termination of your use of or access to the Platform: the sections entitled, Limitations of Use, Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration and General Provisions, and any other provision that by its Terms survives termination of your use of or access to the Platform.
Securitize further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Platform at any time with or without notice.
YOU HAVE READ THIS SECTION 13 (the “Arbitration Provision”) CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 13.1 BELOW.
If any provision of these Terms is found finally to be invalid, unlawful, void or unenforceable, these Terms’ remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of these Terms shall remain in full force and effect.
You agree that if Securitize does not enforce any of its legal rights or remedies under these Terms, or other legal rights or remedies Securitize has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatever.
These Terms is the entire understanding and agreement between you and Securitize.
Use of the Platform and/or the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
These Terms shall be governed by and construed, to the maximum extent permitted by law, under the laws of:
- If the Services are offered by Securitize Europe Brokerage and Markets, S.A. the Laws of Spain and the Courts of Madrid.
- If the Services are offered by Securitize, LLC and Securitize Markets LLC, the Laws of the State of New York and the Courts in New York City.
Securitize performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Securitize right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by Securitize with respect to such use.
These Terms supersede any previous terms of service or other agreement to which you and Securitize may have been bound to the extent such previous terms of service or other agreement relates to the Platform. In the event of a conflict between one or more Policies and these Terms, the Terms shall prevail, unless the Policy expressly states that it supersedes any section of these Terms, and applicable law does not prohibit the Policy from superseding such section.
These Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms or any of our rights or obligations under these Terms at any time without notice. All rights not expressly granted herein are hereby reserved.
A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The words “includes” or “including” shall be construed to mean “includes” or “including” “without limitation.” Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
17. CONTACTING US
If you have questions regarding these Terms, please contact us by e-mail at email@example.com