Bakkt

Terms of Use

Acceptance

This website (the "Website"), is owned and operated by BAKKT, LLC, a Delaware limited liability company. This Terms, Conditions and Website Disclaimer ("Agreement"), applies to any and all websites operated by BAKKT, LLC (the entity being generically referred to hereafter as "BAKKT"). This Agreement is a legal contract between you and BAKKT and applies to your use of the Website, including any information and materials therein and any software that BAKKT makes available that allows you to access the website from a mobile device ("App"). Unless otherwise noted, all references to "Website" shall include any App and any information or materials available via the Website or an App. By accessing all or any part of this Website, you fully accept and agree to comply with all of the terms and conditions set out in this Agreement. You may not use this Website except as expressly provided in this Agreement. If you do not agree to this Agreement, you are not authorized to access and use this Website and should exit immediately. PLEASE READ THIS AGREEMENT CAREFULLY.

No Warranty

Your use of the Website is at your own risk. The information and materials have not been verified or authenticated in whole or in part by BAKKT, and they may include inaccuracies or typographical or other errors. BAKKT does not warrant the accuracy or timeliness of the information and materials contained on the Website. BAKKT has no liability for any loss of, or errors or omissions, whether provided by BAKKT, our licensors or suppliers or other users.

THE INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE - INCLUDING TEXT, GRAPHICS, LINKS OR OTHER ITEMS - ARE PROVIDED "AS IS" AND "AS AVAILABLE." BAKKT AND THIRD PARTY PROVIDERS (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY, ADEQUACY, TIMELINESS, OR COMPLETENESS OF THIS INFORMATION AND MATERIALS AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS, OMISSIONS OR OTHER DEFECTS, OR DELAYS OR INTERRUPTIONS IN THIS INFORMATION AND MATERIALS. BAKKT DOES NOT VERIFY ANY DATA AND DISCLAIMS ANY OBLIGATION TO DO SO. THE INFORMATION ON THIS WEBSITE IS ALSO LIABLE TO CHANGE ON SHORT NOTICE. YOU SHOULD NOT RELY ON ANY INFORMATION CONTAINED IN THIS WEBSITE WITHOUT FIRST CHECKING WITH US THAT IT IS CORRECT AND UP TO DATE.

NO WARRANTY OF ANY KIND, IMPLIED, EXPRESS OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, SECURITY, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN IN CONJUNCTION WITH THE INFORMATION AND MATERIALS. THIRD PARTIES MAY UNLAWFULLY INTERCEPT OR ACCESS TRANSMISSIONS OR PRIVATE COMMUNICATIONS AND BAKKT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE WEBSITE IS PROTECTED FROM VIRUSES, SECURITY THREATS, OR OTHER VULNERABILITIES OR THAT YOUR INFORMATION WILL ALWAYS BE SECURE. ANY MATERIAL, INFORMATION OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR OWN RISK AND DISCRETION AND YOU ALONE WILL BE RESPONSIBLE FOR ANY DAMAGE OR LOSS TO YOU, INCLUDING AND NOT LIMITED TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR LOSS OR DAMAGE TO ANY PROPERTY OR LOSS OF DATA OR LOSS OF REVENUE THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL.

Limitation of Liability

IN NO EVENT WILL BAKKT OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE, UNAUTHORIZED INTERCEPTION OF INFORMATION, OR OTHER SECURITY THREATS RELATING TO THE WEBSITE, EVEN IF BAKKT OR THEIR AGENTS OR ADVISORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

Third Party Links

Hyperlinks to other internet resources are used by you at your own risk; BAKKT is not in a position to and does not seek to monitor or verify the content, accuracy, opinions expressed and other links provided by these resources in any way and is not liable for any aspect of such resources or any consequence arising from your use of those resources. By providing access to the linked websites, neither BAKKT nor its Third Party Providers are recommending, endorsing or sponsoring any aspect of those websites, including the transmission of software, downloading or uploading of content, or any goods, services or securities available thereon. You forever hold BAKKT and its Third Party Providers harmless from any and all claims, obligations and/or liability arising in connection with the use of any such links.

Indemnity

You agree to indemnify and hold harmless BAKKT and its directors, officers, agents, and employees from and against any and all claims, demands, costs, damages and or penalties arising out of any failure by you or any agent acting on your behalf to fully observe these Terms and Conditions or by reason of any use by you or such agent of any information or images provided on this Website.

Regulatory Disclosure

This Website and all content have been prepared for informational and/or educational purposes only without regard to any particular user's investment objectives, financial situation or means. Neither BAKKT, the Third Party Providers, nor any of their respective affiliates, officers, directors, employees, agents or licensors are soliciting any action based on information made available on this Website. Reliance upon any content contained on or accessed in this Website is at your own risk.

The content on this Website is not to be construed as a recommendation or offer to buy or sell or the solicitation of an offer to buy or sell any security, financial product or instrument, or to participate in any particular trading strategy. BAKKT does not make any recommendations regarding the merit of any company, security or other financial product or investment identified on this Website, nor does it make any recommendation regarding the purchase or sale of any such company, security, financial product or investment that may be described or referred to on this Website, nor endorse or sponsor any company identified on this Website. Prior to the execution of a purchase or sale of any security or investment, you are advised to consult with your banker, financial advisor or other relevant professionals (e.g., legal, tax and/or accounting counsel). Neither BAKKT nor Third Party Providers (defined below) shall be liable for any investment decisions based upon or results obtained from the content provided on this Website. Nothing contained on this Website is intended to be, nor shall it be construed to be, legal, tax, accounting or investment advice.

This Website is not directed at or intended for publication or distribution to any person in any jurisdiction where doing so would result in contravention of any applicable laws or regulations. It is the responsibility of the individual user to consider his or her legal and regulatory position in the relevant jurisdiction, the risks associated with trading such securities or investments and to ensure that the use of the content of this Website and the subsequent making of any investment does not contravene any such restrictions or applicable laws and regulations of any jurisdiction. Potential users of products or investments described on this Website (including those wishing to trade them or to offer and sell them to others) should familiarize themselves with the full contract specification of the security or investment concerned and any associated information, such as any applicable legal or regulatory provisions. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific security, investment, index, report, opinion, advice or other content.

Cautionary Note Regarding Forward-Looking Statements

The materials on this Website may contain "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "can," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "targets," "forecasts," "seeks," "could," "would" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe any objectives, plans or goals of BAKKT are forward-looking. Any forward-looking statements are based on the current intent, belief, expectations, estimates and projections of BAKKT. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

Proprietary Rights

All right, title and interest in this Website, including but not limited to the text, content, all compilations of real time or other information, including all pricing and market data, any software programs, tools, applications and/or code available on or through this Website and accompanying links, photographs, images, video, audio and graphics contained on this Website, the selection and arrangement of the aforementioned and the "look and feel" of this Website, are owned, licensed or controlled by BAKKT, its licensors or the relevant third party ("Third Party Provider") credited as the owner or lawful provider of the content. Aspects of the content of this Website are also protected by intellectual property laws, including but not limited to copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and other proprietary rights and laws of the United States, of European Union countries and other countries ("Intellectual Property Laws").

You acknowledge and agree that BAKKT and/or the Third Party Provider, as relevant, shall own all right, title and interest in the content of this Website and all intellectual property relating thereto or otherwise referenced in this Website. Nothing contained on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the content, trademarks, copyrights, or other proprietary material without the express written permission of BAKKT or such other party as may own the proprietary rights therein and any rights not expressly granted herein are reserved to BAKKT or its Third Party Providers, as applicable. In using or accessing this Website or its content, you further acknowledge and agree to abide by all applicable Intellectual Property Laws, as well as any additional notices or restrictions contained on this Website.

You further acknowledge and agree that, unless BAKKT and/or the applicable Third Party Provider give you prior written permission, you will not sell, license, rent, modify, print, collect, copy, reproduce, download, upload, transmit, disclose, distribute, disseminate, publicly display, publicly perform, publish, edit, adapt, electronically extract or scrub, compile or create derivative works from any content or materials (including, without limitation, through framing or systematic retrieval to create collections, compilations, databases or directories) or otherwise transfer any of the content to any third person (including, without limitation, others in your company or organization). You agree not to decompile, reverse-engineer or disassemble any materials, information or other content available through this Website and not to insert any code or product to manipulate the content in any way that affects the user's experience. Unless we give you prior written permission, use of any Web browsers (other than generally available third-party browsers), engines, software, spiders, robots, avatars, agents, tools or other devices or mechanisms to navigate, search or determine this Website is strictly prohibited. You agree not to challenge (or assist any third party to challenge) the validity or enforceability of any intellectual property owned by BAKKT relating to this Website, its content or otherwise referenced therein.

Trademark & Copyright

Trademarks that are used or displayed on this Website are owned by BAKKT or by Third Party Providers. The trademarks of BAKKT may not be copied or used, in whole, partial or modified form, without the prior written permission of BAKKT or, if applicable, the Third Party Provider. In addition, BAKKT custom graphics, logos, button icons, scripts, and page headers are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, imitated, or used, in whole, partial or modified form, without the prior written permission of BAKKT.

You may not use any metatags or any other "hidden text" utilizing a BAKKT name, trademark, or product name without the express written consent of BAKKT. The use or misuse of these trademarks/service marks or any other content or materials, except as permitted herein, is expressly prohibited and may be in violation of Intellectual Property Laws and/or other relevant laws.

Registration

By registering for any areas or services provided through this Website you agree to pay any fees that are due in respect of any such services that you use or subscribe for until you unregister or BAKKT suspends or withdraws such service. Where any service for which you register on or through this Website is provided by or with a service provider, agent or partner of BAKKT you agree that you will observe any additional terms and conditions associated with the part of the service provided by them.

No Unlawful or Prohibited Use; Monitoring of this Website

You may not:

  • Use this Website in any manner that could damage, disable, overburden or impair any BAKKT server, or the network(s) connected to any BAKKT server, or interfere with any other party's use and enjoyment of this Website.
  • Attempt to gain unauthorized access to this Website or any services, other accounts, computer systems or networks connected to any BAKKT server or to any of the services, through hacking, password mining or any other means.
  • Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Website.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
  • Use any robot, spider, scraper or other automated means to access the services.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

This list of prohibitions provides examples and is not complete or exclusive. BAKKT reserves the right to (a) terminate your access to the Website, with or without cause and with or without notice, for any reason or no reason, or for any action that BAKKT determines is inappropriate or disruptive to the Website or any other user of the Website. BAKKT may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at BAKKT's discretion, BAKKT will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Website or on the Internet. Unauthorized use of the Website may violate certain laws and regulations.

BAKKT is not required to, but reserves the right, in its sole discretion, to monitor any and all use of this Website.

Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials to BAKKT, whether by letter, email, telephone, or otherwise (collectively, "Feedback"), suggesting or recommending changes to the Website, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and BAKKT is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that BAKKT is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Choice of Law

By accessing the services on our Website, you agree to be governed by the laws of the State of New York. The laws of such jurisdiction will govern all matters relating to this Agreement, and the use, or inability to use, the services, and that such laws will apply without regard to principles of conflict of laws. You agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York. This choice of jurisdiction does not prevent BAKKT from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

Privacy

Your privacy is important to us. Our Privacy Policy is incorporated in this Agreement and subject to these Terms and Conditions. The Privacy Policy is also available from our home page.

Right to Revise this Agreement

BAKKT has the right at any time to revise and to otherwise modify this Agreement, and to impose new or additional Terms or Conditions (collectively, "Additional Terms") on your use of the services available on or through our Website. Such Additional Terms are effective immediately and are incorporated into this Agreement when posted by BAKKT to the Website. Use of the Website following such notice indicates your acceptance of all such Additional Terms.

Revision/Termination of Services

BAKKT has the right, at any time, to modify or discontinue, temporarily or permanently, the services, information, materials and other content we offer through the Website, and/or to refuse or restrict anyone from access to any such services, information, materials and other content, with or without notice and in its sole discretion. BAKKT shall not be liable for any modification, suspension or discontinuance of any services.

Violations of this Agreement

BAKKT reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including the right to block access from a particular Internet address to this Website.

Miscellaneous Terms

These Terms and Conditions constitute the entire agreement between you and BAKKT with respect to the subject matter addressed herein, and governs your use of the Website, superseding any prior agreements between you and BAKKT relating to such subject matter. These Terms and Conditions may be supplemented by any other agreement you enter into with BAKKT pursuant to a registration to access certain features of the Website. The failure of BAKKT to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree the other provisions of these Terms and Conditions remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal effect.