Overview
Welcome to the Chasm Labs, LLC website. The following Terms of Service (the “Terms”) govern your access to and use of Chasm Labs, LLC website and the Chasm Labs, LLC web application (collectively, the “Online Platform”). Certain sections of the Terms govern your user, borrower and other accounts (your “Chasm Labs, LLC Account”) accessed via the Online Platform. Additional terms incorporated into and made a part of these Terms govern specific services we or our affiliates may provide to you, such as, non-interest-bearing crypto custody accounts, cryptocurrency investment management, trading, and ACH transfers. All use of the Online Platform and your Chasm Labs, LLC Account is subject to the Terms.
By applying for a Chasm Labs, LLC Account or using the Online Platform, you acknowledge that you have read, understood and agree to comply with the Terms. If you do not agree with anything contained in the Terms, please do not submit information to, access information from, or otherwise utilize the Online Platform.
In the Terms, users of this Online Platform and holders of Chasm Labs, LLC Accounts, including owners, employees, agents and affiliates of any business, corporation, partnership or other entity that is a user, borrower or investor, are sometimes referred to in the Terms as “you” or “your.” The operator of the Online Platform, Chasm Labs, LLC, Inc., a Delaware corporation, is referred to as “Chasm Labs, LLC,” “we,” “us” or “our” in the Terms. Together, you and we may be collectively referred to as “Parties.”
Modifications to the Terms of Service
Chasm Labs, LLC reserves the right to make changes to the Terms at any time. It is your responsibility to review the Terms from time to time to see if modifications have been made. Your continued use of the Online Platform after any modification of the Terms will conclusively indicate that you accept those changes. Notwithstanding the above, we will seek your consent to future modifications to the Terms to the extent we are required to do so by law.
Electronic Communication
We, or our affiliated Chasm Labs, LLC entities, may be required to provide certain legal and regulatory disclosures, periodic statements and confirmations, notices, tax forms and other communications (collectively “Communications”) to you in written form. By agreeing to these Terms, you consent to Chasm Labs, LLC delivering such Communications to you in electronic form, including e-mail. Consent for electronic delivery applies to every year the Communications are furnished. If you no longer have access to your account to receive the Communications in electronic format, then you may request the Communication in written form.
You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement such communications would satisfy if they were provided in writing. Chasm Labs, LLC will use reasonable efforts to honor any request you may have to opt out from receiving certain e-mails. With respect to these Terms, you waive any rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent such waiver is not prohibited under applicable law.
Privacy Policy
Your privacy is very important to us. We encourage you to read Chasm Labs, LLC’s Privacy Policy (located at https://www.chasmlabs.io/privacy-policy (the “Privacy Policy”), which explains how we treat your personal information and protect your privacy when you are using the Online Platform. By using the Online Platform, you agree that Chasm Labs, LLC may use your personal information as set forth in the Privacy Policy. Chasm Labs, LLC’s Privacy Policy is hereby incorporated in the Terms by reference in its entirety.
Basic access to the Online Platform is publicly accessible. However, to use certain features of the Online Platform, you must complete the registration process by verifying your email address. Once registered, a Chasm Labs, LLC Account will be created for you to access your application and other resources.
You agree that the registration information you provide is accurate, complete and current. You further agree to promptly update that information to keep it accurate, complete and current. YOU UNDERSTAND THAT A CHANGE IN YOUR STATE OF RESIDENCE MAY IMPACT YOUR ELIGIBILITY TO ACCESS AND USE THE ONLINE PLATFORM, AND HEREBY AGREE TO NOTIFY US IN ADVANCE OF ANY CHANGE IN YOUR STATE OF RESIDENCE.
If you register on behalf of a business entity or other organization, you represent and warrant that you have the authority to provide the information required and to bind the organization to the Terms. You acknowledge and agree that Chasm Labs, LLC, in its sole discretion, may suspend or discontinue your, and refuse any and all current and future, access to or use of your Chasm Labs, LLC Account at any time without notice to you.
Identity Verification
As a regulated financial service company operating in the United States, we are required to identify clients on our platform. Identification ensures we remain in compliance with applicable information reporting requirements in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer digital currency services to our clients. Chasm Labs, LLC collects and verifies your personal and financial information. We also may obtain personal information from third parties in order to verify your identity, or to prevent fraud. Personal information collected from any source may include, among other things, your name and address, Social Security or taxpayer identification number, and date of birth. You certify under penalty of perjury that the information provided is correct. You hereby authorize us, or a third-party service provider that we designate, to take any measures that we consider necessary to confirm the personal information you provide, verify and authenticate your personal information, and take any action we deem necessary based on the results. You acknowledge that this process may result in a delay in registering your Chasm Labs, LLC Account, and that you may not be authorized to access or use your Chasm Labs, LLC Account until your registration has been successfully completed.
W-9 Certification
If you are a United States citizen, then as a condition of using Chasm Labs, LLC’s services, you certify under penalties of perjury that:
Account Security and Password
Chasm Labs, LLC disclaims all liability, and you acknowledge and agree that we will not be liable, for or in connection with any harm or damages to you or to any party resulting from the theft or unauthorized use of your user ID or password. Data transmitted via the Online Platform may use a Secure Sockets Layer (SSL) protocol, and data may be encrypted on some pages of the Online Platform. To the extent such technology is utilized on a given page, you may be unable to use certain account or customization features of the Online Platform unless your web browser software supports such encryption. Please note that no technology can be considered completely secure or impenetrable and internet protocols and other public and/or proprietary technology used or accessed by the Online Platform may be vulnerable to exploitation or compromise by persons engaged in hacking or criminal conduct. Subject to applicable law, Chasm Labs, LLC shall have no liability to you for any such exploitation or criminal conduct by third parties.
As part of our legal compliance program (“AML Program”), we will monitor your Chasm Labs, LLC Account and your use of the Online Platform, and review your personal information on an ongoing basis, as may be required by law or pursuant to our internal policies and procedures. At any time, we may require you to provide us with additional personal information as a condition to your continued access to and use of your Chasm Labs, LLC Account and the Online Platform. During such time, your access to and use of your Chasm Labs, LLC Account and the Online Platform may be temporarily restricted.
Potentially Fraudulent Activity
Any actual or suspected unauthorized access or unauthorized activity will be treated by us as potentially fraudulent (“Potentially Fraudulent Activity”). You agree to notify us immediately if you become aware of or suspect any Potentially Fraudulent Activity by emailing security@chasmlabs.io.
For avoidance of doubt, you are deemed to be aware of Potentially Fraudulent Activity upon receipt of any notice of the occurrence of such activity. Upon receipt of written notice from you of any Potentially Fraudulent Activity, we will take reasonable steps to protect your Chasm Labs, LLC Account, including, for example, by temporarily restricting access to your Chasm Labs, LLC Account, suspending any pending transactions, or requiring you to change your login credentials. You agree to promptly report any Potentially Fraudulent Activity to legal authorities if required by applicable law, and to provide us a copy of any report prepared by such legal authorities. In the event of a legal investigation of any Potentially Fraudulent Activity, you further agree to (i) cooperate fully with the legal authorities and Chasm Labs, LLC in such investigation; (ii) complete any required affidavits promptly, accurately and thoroughly; and (iii) allow Chasm Labs, LLC, or any third-party designated by us, access to your mobile device, computer, and network as may be relevant to such investigation. Failure to cooperate in any such investigation may cause delays in regaining access to your Chasm Labs, LLC Account and any funds held within.
Acceptable Use of the Online Platform
You agree that any information that you provide (about your identity, finances, and relationships) is accurate, correct, and up to date. You agree that you are 18 years of age or older; able to form a binding contract with us; and are acting on your own behalf (and have not been banned, terminated, or otherwise denied access to the Online Platform by Chasm Labs, LLC or by law).
Accessing the information, resources, services, products and tools of this Online Platform by any other means than we provide is strictly prohibited. You specifically agree not to access or tamper with the Online Platform, for any purpose, through any automated, unethical or unconventional means, including accessing or collecting personally identifiable information or account information (including user names, passwords, e-mail addresses or other personal, financial or contact information) with respect to Chasm Labs, LLC users, borrowers, investors, lenders or employees.
You may not violate, interfere with, impair or circumvent the ordinary operation, security, privacy or mission of the Online Platform or Chasm Labs, LLC’s products, services or data, including overburdening, spamming, engaging in a denial-of-service attack or similar activities (or attempt to do any of the above).You are solely responsible for all activity that occurs on or under your Chasm Labs, LLC Account (whether or not expressly authorized by you), and for maintaining the confidentiality of your login details. Chasm Labs, LLC shall have no liability to you or any other person for acts or omissions made or committed by you, your agent, representative or third-party service provider in respect of your Chasm Labs, LLC Account.
You will not transmit to Chasm Labs, LLC or make available on or upload any information to the Online Platform that: (i) is commercial or promotional in nature; (ii) is unlawful, harmful, deceptive, or otherwise violates the legal rights or privacy of others; (iii) is capable of giving rise to legal action whether against you or Chasm Labs, LLC or any affiliate third party; (iv) infringes any patent, trademark, trade secret, copyright, or other property rights of any party; (v) impersonates any person or entity (including Chasm Labs, LLC or its employees and representatives); or (iv) contains viruses, malware or any program, code or technology designed to disrupt, intercept, impair or destroy the functionality of the Online Platform or its software, data or network.
Chasm Labs, LLC reserves the right to edit, restrict or remove any content you provide for any reason at any time. In addition, Chasm Labs, LLC does not control any information provided by other users that may be made available on or through the Online Platform. Notwithstanding Chasm Labs, LLC’s rights under the Terms, Chasm Labs, LLC does not undertake, and shall not be obligated, to monitor the submission of any content to, or the publication of any content on, the Online Platform at any time. Chasm Labs, LLC reserves the right to refuse service, terminate relationships, and cancel orders or transactions in its discretion.
By submitting information, feedback or other material to Chasm Labs, LLC, including on or through the Online Platform or your Chasm Labs, LLC Account, you: (i) acknowledge that such information is non-confidential, except for any personal and financial information; (ii) grant Chasm Labs, LLC a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, fully paid-up right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display, distribute, market, promote, sell or offer for sale, rent or lease such information or materials in any form or medium known or later developed; and (iii) agree that you will have no claim against for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any content you provide.
Accepted Digital Assets for Separate Account Purposes
A list of digital assets that Chasm Labs, LLC currently supports is available to review. Chasm Labs, LLC may discontinue support for a digital asset at any time and for any reason at our sole discretion, including due to changes in a given digital asset’s characteristics or due to a change in the digital asset’s regulatory classification.
YOU WILL NOT BE ABLE TO RETRIEVE ANY UNSUPPORTED DIGITAL ASSET WHICH YOU ATTEMPT TO TRANSFER TO CHASM LABS, LLC, OR ANY OTHER ASSET WHICH YOU ATTEMPT TO TRANSFER TO AN UNSUPPORTED WALLET OR USING AN UNSUPPORTED NETWORK. CHASM LABS, LLC ASSUMES NO LIABILITY, OBLIGATION OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY UNSUPPORTED DIGITAL ASSET, OR ANY ASSETS TRANSFERRED TO AN UNSUPPORTED WALLET OR USING AN UNSUPPORTED NETWORK.
Network Control
Chasm Labs, LLC does not own or control any of the underlying software through which blockchain networks are formed and cryptocurrencies are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using the Online Platform, you understand and acknowledge that Chasm Labs, LLC is not responsible for the operation of the underlying software and networks that support cryptocurrencies and that Chasm Labs, LLC makes no guarantee of functionality, security, or availability of such software, decentralized protocols and networks.
Forks
The underlying network protocols are subject to sudden changes in operating rules, and third parties may from time to time create a copy of a digital asset network and implement changes in operating rules or other features (“Forks”) that may result in more than one version of a network (each, a “Forked Network”) and more than one version of a digital asset (“Forked Assets”).
Forked Networks and the available supply of any Forked Assets are wholly outside of the control of Chasm Labs, LLC, and our ability to deliver Forked Assets resulting from a Forked Network may depend on third parties outside of Chasm Labs, LLC’s control. You understand and acknowledge that Forks may materially affect the value, function, and even the name of the digital assets associated with your Chasm Labs, LLC Account. In the event of a Fork, Chasm Labs, LLC may temporarily suspend certain services on the Online Platform (with or without advance notice to you) while we determine, at our sole discretion, which Forked Network(s) to support.
CHASM LABS, LLC IS UNLIKELY TO SUPPORT MOST FORKED NETWORKS AND MOST FORKED ASSETS WILL LIKELY NOT BE MADE AVAILABLE TO YOU. CHASM LABS, LLC MAY DETERMINE, IN OUR SOLE DISCRETION, NOT TO SUPPORT A FORKED NETWORK.YOU HAVE NO RIGHT, CLAIM, OR OTHER PRIVILEGE AGAINST CHASM LABS, LLC TO FORKED ASSETS ON SUCH UNSUPPORTED FORKED NETWORK. CHASM LABS, LLC MAY, IN OUR SOLE DISCRETION, DETERMINE OUR APPROACH TO SUCH FORKED ASSETS, WHICH MAY INCLUDE ABANDONING OR OTHERWISE ELECTING NOT TO SUPPORT SUCH FORKED ASSETS AS PART OF OUR SERVICES.
Airdrops
In the event that a digital asset network attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) additional digital assets to or through its digital asset network, such network shall become a Forked Network and subject to the terms set forth above.
CHASM LABS, LLC DOES NOT SUPPORT AIRDROPS OR TOKENS OR COINS WHICH SUPPLEMENT OR INTERACT WITH A DIGITAL ASSET NETWORK SUPPORTED BY CHASM LABS, LLC. YOU SHALL NOT USE CHASM LABS, LLC OR ANY OF ITS SERVICES OR ACCOUNTS TO ATTEMPT TO RECEIVE, REQUEST, SEND, STORE, OR ENGAGE IN ANY OTHER TYPE OF TRANSACTION INVOLVING AIRDROPS OR TOKENS OR COINS WHICH SUPPLEMENT OR INTERACT WITH A DIGITAL ASSET NETWORK SUPPORTED BY CHASM LABS, LLC. YOU WILL NOT BE ABLE TO RETRIEVE ANY UNSUPPORTED DIGITAL ASSET. CHASM LABS, LLC ASSUMES NO LIABILITY, OBLIGATION OR RESPONSIBILITY WHATSOEVER IN RESPECT TO ANY UNSUPPORTED DIGITAL ASSET.
Hosted Wallets
Except as set forth in terms specific to your Chasm Labs, LLC account, digital assets you purchase from us shall be accessible via Online Platform in one or more omnibus wallets, via a third-party custodian. Chasm Labs, LLC will track the balance and ownership of digital assets stored through the Online Platform in hosted wallets, and you can view the balance of digital in your Chasm Labs, LLC Account through the Online Platform.
Fees
A schedule of our fees is accessible at support@chasmlabs.io. Fees are subject to change, at our sole discretion, and you understand and acknowledge that you are solely responsible for accessing the fee schedule prior to engaging in any services on our Online Platform.
Taxes
Chasm Labs, LLC will issue 1099 tax forms to persons identified as U.S. citizens or residents who trigger certain taxable transactions. The information reported on 1099 tax forms are also reported to the IRS. As such, information on 1099 tax forms should be incorporated into tax returns for each taxable year that 1099 tax forms are received.
In addition to 1099 tax forms, Chasm Labs, LLC may also provide other tax figures (e.g., real-time tax positions, unrealized gain/loss positions, and forms 8949). Such tax figures and reports may not represent your overall tax position, as Chasm Labs, LLC only provides tax figures and reports relating to transactions on Chasm Labs, LLC, not to other service providers. Cost basis originating outside Chasm Labs, LLC that was entered using the options Chasm Labs, LLC provides will not appear on your 1099 tax forms. Such tax figures are provided as a matter of convenience and for your benefit. Aside from the 1099 tax forms described above, Chasm Labs, LLC is not responsible for and carries no liability as to the accuracy of the tax figures and reports provided. Please consult with your tax advisor when filing your tax return.
Chasm Labs, LLC allows users to opt into tax loss harvesting. Please be aware that tax loss harvesting may carry risks and associated costs. There are no guarantees that a trade or a buyback will be executed, as there may be market conditions or operational risks. Chasm Labs, LLC has no knowledge, nor can we guarantee, that any loss generated will be advantageous to your specific tax position. You acknowledge that there is potential market volatility, costs, and associated risks with trading and re-purchasing an asset.
If you traded on platforms other than Chasm Labs, LLC, then we may not have all of the acquisition information necessary to provide you with a full picture of potential gains and losses. To obtain a full picture of your potential gains and losses you need to resolve any missing cost basis that is present in your account. If you are missing the cost basis for certain assets then Chasm Labs, LLC’s tax optimizer will prioritize known cost basis transactions first. If you subsequently add cost basis using the options Chasm Labs, LLC provides then your gain and loss calculations may change. Chasm Labs, LLC is not responsible for and carries no liability for the accuracy of cost basis information originating outside of Chasm Labs, LLC.
Regulatory
Chasm Labs, LLC is not currently registered with the U.S. Department of Treasury Financial Crimes Enforcement Network (“FinCEN”) as a money services business (“MSB”). As a result, Chasm Labs, LLC is not subject to the Bank Secrecy Act and its implementing regulations (collectively, the “BSA”) which set out the requirements imposed upon financial institutions to implement policies and procedures reasonably designed to detect and prevent money laundering and terrorist financing.
Transactions in digital assets are subject to applicable laws, regulations, and rules of federal and state governmental and regulatory authorities (collectively, “Applicable Laws”). Compliance with Applicable Laws may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”). You understand and acknowledge that in no event will Chasm Labs, LLC be obligated to affect any transaction it believes would violate any Applicable Law. You further understand and acknowledge that Chasm Labs, LLC is not responsible for any losses, whether direct or indirect, that you may incur as a result of Chasm Labs, LLC’s good faith efforts to comply with any Applicable Law, including any Legal Order.
You should carefully consider and evaluate such risks and potential conflicts prior to utilizing the Online Platform. In particular, digital assets are new technological innovations with a limited history and involve a high degree of business and financial risk that can result in substantial or total loss of investment. Digital assets face a number of market, operational, legal and regulatory risks distinct from other types of assets. In particular, exposure to digital assets involves a number of market and operational risks, including volatile prices, disparate prices across different virtual exchanges, risk of an illiquid market, valuation risk, custody risk, risk associated with “mining” or verifying virtual currency transactions, risk of not converting virtual currencies into fiat currencies and risk that a virtual currency exchange fails or closes due to a security breach, a distributed denial of service attack, fraud or other failure. Virtual currencies may be particularly vulnerable to virtual currency network attacks, hacking or security breaches. Virtual currencies also present a number of legal and regulatory risks as U.S. federal, U.S. state or foreign government bodies or agencies maintain different classifications for virtual currencies within their respective jurisdictions. For example, in the U.S., the Securities and Exchange Commission has found that certain virtual tokens are securities that require their offerings to be registered or exempt from registration, the Commodity Futures Trading Commission treats Bitcoin and other virtual currencies as commodities, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network requires administrators or exchanges to register as a registered money services business, and while the U.S. Internal Revenue Service treats virtual currencies as property for U.S. federal income tax purposes, tax treatment issues remain with respect to valuation, timing of certain calculations and applicability of Foreign Bank Account Reporting laws, among others. Furthermore, the global regulatory framework governing virtual currencies varies from country-to-country and continues to evolve. Some countries have taken an accommodating approach to the regulation of virtual currencies while others have banned their use. Accordingly, the promulgation of any U.S. or international laws or rules, an adverse change in applicable legal or regulatory requirements, or an adverse review by an applicable judicial authority of any such law or regulation, could have a material adverse effect of the price of certain digital assets and on the operations and/or financial performance of portfolio companies with exposure to virtual currencies. Although the prevalence and scope of applications of digital assets is growing, the technology is also nascent and may be vulnerable to certain risks such as those detailed above. Such risks could have a material adverse effect of the price of certain digital assets and on the operations and/or financial performance of portfolio companies with exposure to digital assets.
Chasm Labs, LLC’s Intellectual Property
All rights, title, and interest in and to the Online Platform and the Content (defined below) and any all-intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the exclusive property of Chasm Labs, LLC or its licensors, as applicable. The “Content” includes all contents of the Online Platform, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all of Chasm Labs, LLC’s loan information (including rate information) and requirements, products, services, advertising materials or collateral, log-in or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the Online Platform’s likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, software, platforms and applications, as well as any data, files, archives, folders or downloads available on the Online Platform.
Subject to the terms and conditions of the Terms, we grant you a limited, non-transferable, non-sublicensable, non-exclusive, revocable license to use the Online Platform and the Content for personal use until such time as the Terms terminate or expire or your right to use or access the Online Platform is terminated in accordance with the Terms.
Except as explicitly permitted by the Terms, you may not, and you may not allow others to, sell, copy, modify, correct, enhance, create derivative works from, publish, store or in any way distribute or otherwise exploit, including for any purpose competitive to Chasm Labs, LLC, any Content. You may not, and you may not allow others to: (i) decompile, reverse engineer, convert or otherwise extract or disclose the underlying script, code (whether binary, assembly, source, object, HTML or otherwise) or structure of any Content, or (ii) remove or alter authorship attribution or copyright notices or similar information on the Online Platform or any products or materials embodying or containing any Content.
Any violation of the provisions of the Terms regarding Chasm Labs, LLC’s Intellectual Property may subject you to compensatory and punitive damages, and shall specifically also entitle Chasm Labs, LLC to equitable relief (including an injunction), in addition to (and not in substitution or replacement for) any other available remedies at law or in equity, without the need for the posting of a bond or any other requirement.
No Solicitation or Offering; No Advice
Except as otherwise expressly noted, the Content and the Online Platform do not constitute an offer to buy or sell or a solicitation of an offer to buy or sell investments, loans, securities, partnership interests, commodities or any other financial instruments; the Content and the Online Platform also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation. Any offer or solicitation of an investment in a pooled investment vehicle may be made only by delivery of a private placement memorandum to qualified prospective investors.
The past performance of any investment, loan, security, partnership interest, commodity or financial instrument is not a guide to future performance. No representation is made that any managed account will or is likely to achieve its objectives or that any investor will or is likely to achieve results comparable to those shown or will make any profit at all or will be able to avoid incurring substantial losses.
WITHOUT LIMITING ANYTHING IN THE TERMS, CHASM LABS, LLC MAKES NO WARRANTIES AND BEARS NO LIABILITY WITH RESPECT TO ANY FUND, ANY SEPARATELY MANAGED ACCOUNT, ANY INVESTMENTS, SECURITIES, PARTNERSHIP INTERESTS, LOANS OR THE PERFORMANCE THEREOF.
While Chasm Labs, LLC may make certain informational Content available to its users, under no circumstances does Chasm Labs, LLC provide legal, tax, investment, financial, estate-planning, accounting, or any other advice. Chasm Labs, LLC may use automated systems in conjunction with: the receipt and handling of orders; the reporting of order acknowledgements, cancelations, and executions; the settlement of transactions; tax and cost basis reporting; and similar recordkeeping and reporting services (collectively, “Automated Systems”). The use of Automated Systems entails risks, including but not limited to interruption of service, systems of communications failures, delays in service, cyberattacks, and errors in the design or functionality of such Automated Systems that could cause damage, expense, or liability to the user. Chasm Labs, LLC makes no representations or warranty of any kind, express or implied, with respect to the selection, design, security, functionality, or operation of such Automated Systems. Chasm Labs, LLC expressly disclaims any representation that any Automated System will operate uninterrupted or be error-free.
Although Chasm Labs, LLC may provide information relating to investment approaches and opportunities to buy or sell assets, you should not construe any features, tools, or other content as legal, tax, investment, financial, or other advice. Nothing contained in Chasm Labs, LLC’s Online Platform constitutes a solicitation, recommendation, endorsement, or offer by Chasm Labs, LLC or a third-party service provider to buy or sell any asset or other financial instrument.
In this regard, you acknowledge that (a) Chasm Labs, LLC is not in the business of providing legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) if applicable, you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any transaction) and our disclaimers to these matters.
The information provided herein does not purport to be complete on any topic addressed and does not contain risk disclosures that are material to any transaction. The information provided to you as of the dates indicated and Chasm Labs, LLC does not intend to update the information after its distribution, even in the event that the information becomes materially inaccurate. Certain information contained herein includes calculations or figures which have been prepared by Chasm Labs, LLC and have not been audited or verified by a third party. In addition, some information is provided by third party sources and although believes to be reliable, has not been independently verified. Use of different methods for preparing, calculating or presenting information may lead to different results and such differences may be material.
Chasm Labs, LLC expressly prohibits any redistribution of any information contained herein without the prior written consent of Chasm Labs, LLC. Any such information is not intended for distribution, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to law, rule or regulation. Further, you acknowledge that due to the illiquid nature of the underlying assets in which you may invest and which may include digital assets, securities and/or other assets, you may be required to agree to contractual restrictions on transfer and to other restrictions. In addition, you acknowledge that nothing in these Terms constitutes an agreement of any kind binding on Chasm Labs, LLC until the execution of the definitive agreements and these Terms are subject in all respects to such definitive agreements.
Neither the Securities and Exchange Commission nor any state or foreign regulatory authority passed upon the accuracy or adequacy of the information contained herein and any representation to the contrary is unlawful.
Unless it is otherwise specifically indicated, all returns, whether hypothetical or actual, are calculated since inception. Additionally, unless it is otherwise specifically indicated, all returns reflect the reinvestment of yield and other earnings and all actual returns are based on unaudited financial information.
Hypothetical pro forma performance results provided herein have many inherent limitations, some of which are described below. One limitation is that such results do not reflect actual investment by the managed account were achieved by means of retroactive application of a model designed with the benefit of hindsight and, therefore do not reflect the impact that economic and market factors may have had on Chasm Labs, LLC investment decisions for the managed account. In fact, there are frequently differences between hypothetical results and the actual record subsequently achieved. No representation is made that the managed account’s performance would have been the same as such pro forma results had the managed account been in existence during such time. Another limitation is that investment decisions reflected in the pro forma performance were not made using the managed account’s assets under actual market conditions and therefore cannot completely account for the impact of financial risk on the manner in which the account would have been managed. In addition, there are material differences between the manner in which the pro forma investments may have been managed and the manner in which the managed account is or will be managed. There also may be a material difference between the amount of a managed account’s assets at any time and the amount of the assets included in the pro forma investments, and such a difference may have an impact on the management of a managed account. Any hypothetical pro forma performance results that may be provided herein also are not reflective of the fact that in investing with a managed account, there is a potential for loss as well as for profit. Further, portfolio holdings are limited only by client’s definitive agreements with Chasm Labs, LLC; therefore, information contained herein should not be construed as a representation of the managed account’s definitive holdings or other portfolio characteristics and should not form the basis of an investment decision. The portfolio holding and other portfolio characteristics, are based upon assumptions regarding future events and conditions, which may not prove to be accurate. A complete list of any actual holdings is available upon request.
No fiduciary, advisory or agency relationship between Chasm Labs, LLC, on the one hand, and you and your affiliates, employees, officers, directors, or stockholders on the other hand, has been created in respect of this information and the Terms, and none of your affiliates, employees, officers, directors, or stockholders may rely on this information.
The Content and the views expressed in the Content do not necessarily reflect the views of Chasm Labs, LLC as a whole, its directors, officers, employees, shareholders or any part or member thereof or of any third party.
Forward-Looking Statements
Certain statements on the Online Platform, including within the Content, may constitute forward-looking statements that involve known and unknown risks, uncertainties and other factors that may cause actual returns of funds, investments, securities or loans to be materially different from any future returns or values expressed or implied by such forward-looking statements. Forward-looking statements typically include words such as may, will, expect, believe, plan, expect, anticipate, intend and other similar terminology. These statements reflect current expectations regarding future events and speak only as of the date such statements are made available herein. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or returns, and will not necessarily be accurate indications of whether or not such returns will be achieved. Given these uncertainties and risks, users of the Online Platform, including any person who may or has invested in any offering made by or on behalf of Chasm Labs, LLC or its subsidiaries or affiliates, are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements should not be interpreted as advice and are in no way a form of solicitation, offering, or advice for Chasm Labs, LLC’s loan product. The purpose of these forward-looking statements is merely to further explain our products and services and for marketing purposes and should be interpreted as purely speculative.
A variety of factors could cause the actual results and developments of any fund, investment, security or loan to differ significantly from the results and developments forecasted and implied. Although forward-looking statements contained in the Online Platform, if any, are based upon what Chasm Labs, LLC and its advisors believe are reasonable assumptions, Chasm Labs, LLC cannot assure you that actual results, returns or events will be consistent with these forward-looking statements. Forward-looking statements are made as of the date of being posted to the Online Platform, and Chasm Labs, LLC and its subsidiaries and affiliates assume no obligation, and expressly disclaim any obligation, to update or revise forward-looking statements contained in or incorporated by reference into the Online Platform or the Content or any information supplemental thereto to reflect new information, future events or circumstances or otherwise.
Third-Party Websites and Content
The Online Platform may contain links or connections to third party websites. Any such link or connection is provided only as a convenience and should be used at your own risk. Chasm Labs, LLC has no control over any such other websites, the contents thereof or the products, services or policies represented. The existence of any link or other connection does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Chasm Labs, LLC or create any liability on the part of Chasm Labs, LLC in respect of such link or connection. Your use of any such third-party websites is governed by the privacy policies of those sites, which we encourage you to review before using such sites.
Chasm Labs, LLC will have no responsibility for any liabilities arising from or related to the contents of any third-party website or the use of any such website (including any mobile website) or the privacy policies and customer information practices of any such website.
Termination; Survival of Provisions
If you are not in full compliance with all of these Terms, the permissions granted to you under these Terms will automatically terminate, and in such circumstance, you will no longer use or access, or be entitled to use or access, the Online Platform, the Content or any Chasm Labs, LLC Account.
Chasm Labs, LLC may terminate your right to use the Online Platform, or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which Chasm Labs, LLC may exercise this right to terminate your right to use the Online Platform include, but are not limited to: (i) you have breached any provision of the Terms; (ii) you have engaged in conduct which Chasm Labs, LLC, in its sole discretion, considers to be unacceptable; (iii) Chasm Labs, LLC is required by law to do so; or (iv) Chasm Labs, LLC no longer provides the Online Platform. The above are only examples of circumstances in which Chasm Labs, LLC may terminate your right to use the Online Platform and Chasm Labs, LLC may terminate your right to use the Online Platform for any other reason in its sole discretion. We will not be liable to you due to or by reason of our termination of your right to use the Online Platform or the automatic termination of your right to use the Online Platform for non-compliance set forth above.
Any ongoing obligations on you, and the provisions relating to: (i) Chasm Labs, LLC’s Intellectual Property; (ii) No Solicitation or Offering; (iii) Chasm Labs, LLC’s Remedies; (iv) Indemnification; (v) Limitation of Liability; (vi) General, and (vii) any other provisions designed to survive, will survive any termination or expiration of the Terms for any reason.
These Terms of Use shall remain in full force and effect while you use the Online Platform.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE ONLINE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE ONLINE PLATFORM OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or remove the contents of the Online Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Online Platform. We also reserve the right to modify or discontinue all or part of the Online Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Online Platform.
We cannot guarantee the Online Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Online Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Online Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Online Platform during any downtime or discontinuance of the Online Platform. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Online Platform or to supply any corrections, updates, or releases in connection therewith.
Chasm Labs, LLC’s Remedies
Without prejudice to Chasm Labs, LLC’s other rights under the Terms, if you breach the Terms in any way, Chasm Labs, LLC may take such action as Chasm Labs, LLC deems appropriate to deal with the breach, including suspending your access to the Online Platform, prohibiting you from accessing the Online Platform, blocking computers using your IP address from accessing the Online Platform, contacting your internet service or other telecommunications provider to request that it block your access to the Online Platform, debit from your Chasm Labs, LLC account certain sums, and bringing court proceedings or taking other legal action against you. If you violate the Terms, Chasm Labs, LLC will be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not to the exclusion of or in substitution for) any other remedies at law or in equity.
Indemnification
You agree to indemnify and hold Chasm Labs, LLC and its affiliates, agents, officers, and employees from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees and expenses and any amount paid in settlement to a third party, made by or resulting from any third party (including any government agency or body) due to, in connection with or arising out of (i) your use of the Online Platform, the Content, or your Chasm Labs, LLC Account, (ii) any breach or alleged or claimed breach of the Terms or the materials it incorporates by reference, including the Privacy Policy, (iii) your violation of any law, regulation, order or other legal mandate, or the rights of a third party, (iv) any act or omission by your agent, representative or third-party service provider while using your Chasm Labs, LLC Account, regardless of whether the specific use was expressly authorized by you; (v) your violation of the rights of a third party, including but not limited to intellectual property rights; or (vi) any overt harmful act toward any other user of the Online Platform with whom you connected via the Online Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Limitation of Liability
IN NO EVENT WILL CHASM LABS, LLC, OR OUR DIRECTORS, EMPLOYEES, AFFILIATES, OFFICERS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE ONLINE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING HEREUNDER. CERTAIN STATE OR FEDERAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Disclaimer
THE ONLINE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE ONLINE PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE ONLINE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE ONLINE PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBONLINE PLATFORMS LINKED TO THE ONLINE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE ONLINE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ONLINE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE ONLINE PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE ONLINE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE ONLINE PLATFORM, ANY HYPERLINKED WEBONLINE PLATFORM, OR ANY WEBONLINE PLATFORM OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
User Data
We will maintain certain data that you transmit to the Online Platform for the purpose of managing the performance of the Online Platform, as well as data relating to your use of the Online Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Online Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Your Use and Access Outside of the United States
We make no claims that the Online Platform or the Content are appropriate for or may be downloaded or accessed outside of the United States. If you access the Online Platform from outside the United States, you do so at your own risk and are responsible for compliance with the applicable laws of the country or jurisdiction where you may be located. You may not use or export any content of the Online Platform in violation of U.S. export laws and regulations or any other U.S. or foreign federal, state or local statute, rule or regulation. The Content is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. Chasm Labs, LLC makes no representations that the Content is appropriate for use in all locations, or that the transactions, products, loans, financial instruments or services indicated or discussed on the Online Platform are available or appropriate for sale or use in all jurisdictions, or countries or by all investors or counterparties.
Restricted Jurisdictions
You may not register a Chasm Labs, LLC Account or use the Online Platform if you are a resident of any jurisdiction in which (i) Chasm Labs, LLC is not authorized to provide the Services, (ii) the United States has embargoed goods or services, (iii) where your use of the Services would be illegal or otherwise violate any applicable law of such jurisdiction or of the United States (“Restricted Jurisdiction”).You hereby represent and warrant that you are not a resident of any Restricted Jurisdiction and that you will not register a Chasm Labs, LLC Account or use the Online Platform even if our methods to prevent you from registering an account or using the Online Platform are not effective or can be bypassed. We may implement controls to restrict access to the Online Platform from any Restricted Jurisdiction.
Restricted Persons
You hereby represent and warrant that you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State; and you will not use our Online Platform to conduct any illegal or illicit activity.
Transfer and Processing of Data
By accessing or using our Online Platform, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
Fair Practices
You agree not to: (i) make any representations, warranties or guarantees on Chasm Labs, LLC’s behalf or with respect to the Online Platform or any content or data contained on the Online Platform; (ii) make any false or misleading representations with regard to Chasm Labs, LLC or the Online Platform or any content or data contained on the Online Platform; or (iii) participate or engage in any illegal, deceptive, misleading, fraudulent, unethical or improper practices on, through, by means of or with respect to the Online Platform.
Assignment
You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights or obligations under the Terms. Chasm Labs, LLC may transfer, assign, delegate, sub-contract or otherwise transfer its rights and obligations under the Terms without notifying you or obtaining your consent.
Choice of Law; Forum for Disputes
The Terms and all disputes, claims or controversies (whether in tort, contract or otherwise) arising out of or relating in any way to the Terms, the Online Platform or the Content, the negotiation, interpretation, validity or performance of the Terms, the rights and obligations of you and us hereunder or any transaction contemplated by the Online Platform shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to the rules or principles of conflict of laws of such State or any other jurisdiction that would permit or require the application of the laws of any other jurisdiction. We and you each hereby irrevocably and unconditionally consent to submit to the sole and exclusive jurisdiction of the courts of the State of North Carolina and of the United States of America located in the State of North Carolina, City of Chapel Hill (the “North Carolina Courts”) for any litigation, lawsuit or proceeding between you and us arising out of or relating in any way to the Terms (including any non-contractual claims), the Online Platform or the Content, the negotiation, interpretation, validity or performance of the Terms, the rights and obligations of you and us hereunder or any transaction contemplated by the Online Platform.
You and we each waive any objection to the laying of venue of any such litigation in the North Carolina Courts and agree not to plead or claim in any North Carolina Court that such litigation brought therein has been brought in an inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the North Carolina Courts. You and we each hereby irrevocably waive any and all rights which you or we, respectively, may have, or may have had, to bring such litigation in or before any other court or tribunal (whether domestic or foreign), or before any similar domestic or foreign authority or body, and agree not to claim or plead any such rights.
WAIVER OF JURY TRIAL
WE AND YOU EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT WE OR YOU, RESPECTIVELY, MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE ONLINE PLATFORM AND ANY COUNTERCLAIM THEREIN. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND MAKES THIS WAIVER VOLUNTARILY.
Class Action Waiver
YOU AND WE AGREE THAT THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS ACTION (INCLUDING WITHOUT LIMITATION OPT OUT CLASS ACTIONS OR OPT IN COLLECTIVE CLASS ACTIONS), OR IN A REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL CAPACITY ON BEHALF OF A CLASS OF PERSONS OR THE GENERAL PUBLIC. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
General
All rights in the Online Platform not otherwise expressly granted to you by the Terms are reserved to Chasm Labs, LLC. The Terms, together with the Privacy Policy, constitute the sole and entire agreement between you and us with respect to the subject matter hereof and supersedes all other prior or contemporaneous negotiations, discussions, agreements, understandings, representations and warranties, both written and oral, between you and us with respect to such subject matter. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Chasm Labs, LLC as a result of the Terms or any use of the Online Platform. The failure of Chasm Labs, LLC to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, void, unlawful or unenforceable, the Parties agree that the court should give effect to the Parties’ intentions as reflected in such provision, and the other provisions of the Terms shall remain in full force and effect. The section titles in the Terms are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and Chasm Labs, LLC, nor trade practice, shall act to modify any provision of the Terms. For purposes of the Terms, the terms include, includes, including, such as and for example, shall be construed as if each term were followed by the words, without limitation. Except where context requires otherwise, use of the singular form of any noun includes the plural, and use of the plural includes the singular.
Questions or Comments; Our Contact Information
If there are any questions regarding our Terms of Service, you may contact us using the following information:
