Terms of Use


Last updated: September 22, 2020

PLEASE READ THESE ACE TERMS OF USE (“TERMS OF USE”) CAREFULLY. THESE TERMS OF USE GOVERN YOUR ACCESS TO AND USE OF THE ACE WEBSITE AND MOBILE SITE, INCLUDING ALL INFORMATION, SERVICES AND OTHER CONTENT PROVIDED THEREON (COLLECTIVELY, THE “SITE”). BY ACCEPTING THESE TERMS OF USE OR BY ACCESSING AND USING THE SITE, YOU AGREE THAT: (1) YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE, AND (2) THESE TERMS OF USE CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND AFFINITY CAPITAL EXCHANGE, INC. (“COMPANY”). IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SITE.

ARBITRATION NOTICE: These Terms of Use contain a binding arbitration agreement including a waiver of any right to participate in a class action lawsuit or class-wide arbitration. Please see the “Arbitration Agreement and Class Action Waiver” section below for additional details.

Privacy Policy


Please click here to view our Privacy Policy, which applies to personal information collected from or provided by you on the Site.

Modifications


ACE reserves the right to modify these Terms of Use or any aspect of the Site at any time in its sole discretion without prior notice. Your continued access to or use of the Site will constitute your acceptance of any modifications made by ACE.

Site Content


The Site, including all information, services, images, logos, trademarks, graphics, software, and other content made available by ACE on the Site (collectively, the “Site Content”) are the sole property of ACE, its affiliates or their licensors and are protected by copyright and other laws, both in the United States and in other countries. You may not reproduce, modify, republish, distribute, resell, broadcast, reverse-engineer, create derivative works from or otherwise exploit in any manner, in whole or in part, the Site Content, except to the extent expressly permitted by ACE. You may download and copy Site Content made available to you on the Site for your personal and noncommercial use, provided that you keep intact any copyright or other proprietary notices displayed therein. Except for this limited license, ACE does not convey any interest in or to the Site Content. All rights not expressly granted herein are reserved by ACE, its affiliates and their licensors.

Links to Third Party Sites


The Site may contain links to websites owned or operated by third parties or otherwise contain content provided by third parties (“Third Party Materials”). Such Third Party Materials are provided solely as a convenience to you, and ACE is not responsible for, does not endorse, and makes no representation regarding any Third Party Materials. If you decide to visit any third party site linked to this Site, you do so at your own risk. We encourage you to review the privacy policy and terms of use for such third party sites.

Acceptable Use Policy


You agree that you will not submit to or use the Site in a manner that: (1) is obscene, inappropriate, threatening, harassing, abusive, false, inaccurate, deceptive, libelous, defamatory, vulgar, pornographic, invasive of privacy or is otherwise injurious to third parties; (2) constitutes a criminal offense, gives rise to civil liability, or otherwise violates any local, state, national, or international law; (3) transmits computer viruses, malware, bots, worms, Trojan horses or other harmful, disruptive, or destructive materials that limit the functionality of any computer software, hardware, or telecommunications equipment; (4) includes advertisements, promotional materials, spam, junk mail, pyramid schemes or other forms of solicitation; (5) impersonates another person or entity or falsely states or misrepresents your affiliation with a person or entity; (6) restricts or interferes with any other User’s ability to use or enjoy the Site, as determined by ACE in its sole discretion; (7) uses any robot, spider, scraper or other automated means or interface not provided by ACE to access the Site; (8) extracts data or gathers or uses information available through the Site through any means not intentionally made available or provided for through the Site; (9) infringes or alleges to be infringing upon a third-party's intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any content that is the subject of any third-party claim of infringement; (10) violates contractual or fiduciary relationships; or (11) violates these Terms of Use or uses the Site in any manner that is inconsistent with the purposes or objectives of this Site, as determined in good faith by ACE. ACE reserves the right to suspend or terminate your access to the Site and seek other legal or equitable remedies, upon becoming aware of any violation of this Acceptable Use Policy by you.

Special Notice


TAt this time, ACE is not registered or licensed to operate as a bank, broker-dealer, money service business or money transmitter, investment adviser, transfer agent, clearing agency, or securities exchange. All information and content provided by ACE relating to products or services is for informational and educational purposes only, and ACE does not warrant or guarantee the accuracy, completeness, timeliness or reliability of any such information or content. Pricing and other information generated through the use of data or services made available herein may not reflect actual prices or values that would be available in the market at the time provided or at the time that the user may want to purchase or sell a particular product or instrument. No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding our platform or any information or content relating to products or services described on this website, you should consult your own financial, legal, tax or other professional advisor as appropriate. You acknowledge that all information and content accessed by you using the services is at your own risk. Certain transactions give rise to substantial risk and are not suitable for all persons. Information contained on this website is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Warranty Disclaimer


THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. ACE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING: (1) THE SITE CONTENT, INCLUDING BUT NOT LIMITED TO: (A) THE ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY OR TIMELINESS OF THE SITE CONTENT, OR (B) THE RESULTS OBTAINED OR TO BE OBTAINED FROM THE SITE CONTENT; OR (2) THE ABSENCE OF ANY MALWARE OR OTHER HARMFUL CODE ON THE SITE OR WITHIN ANY SITE CONTENT. ACE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND ACCORDINGLY, THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

Limitation of Liability


IN NO EVENT WILL ACE, ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST REVENUES OR PROFITS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, DELICT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, ACE’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.

Indemnity


You agree to indemnify, defend and hold harmless ACE and its affiliates, and each of their respective officers, directors, employees, agents, suppliers and representatives, from and against all losses, expenses, damages, fines, penalties and other costs, including reasonable attorney fees, arising out of or related to (1) your use or misuse of the Site, including any Site Content; (2) your breach of these Terms of Use; or (3) any information or material submitted by you to the Site. ACE reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, in which event you agree to cooperate with any reasonable requests assisting our defense of such matter.

Binding Arbitration and Class Action Waiver


To the fullest extent permitted by law, you and ACE agree to arbitrate any controversy, claim or dispute arising out of or in any way related to your use of the Site, including but not limited to claims based on contract, tort, negligence, statutory or regulatory provisions. EACH PARTY IS GIVING UP ITS RIGHT TO SUE IN COURT AND TO HAVE ANY CONTROVERSY, CLAIM OR DISPUTE HEARD BY A JUDGE OR JURY.

YOU AND ACE EXPRESSLY AGREE TO ARBITRATE ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SITE. THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO THRESHOLD ARBITRABILITY ISSUES, INCLUDING ISSUES RELATED TO WHETHER THIS AGREEMENT TO ARBITRATE IS UNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRATION. YOU ALSO AGREE THAT ANY ARBITRATION MAY ONLY BE BROUGHT IN YOUR AND OUR INDIVIDUAL CAPACITIES, NOT AS A CLASS, PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.


The mutual promise by you and ACE to arbitrate any and all disputes, and to do so on an individual basis, rather than to litigate before the courts or other bodies, provides the mutual consideration for this agreement to arbitrate.

Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.

Unless you and ACE otherwise agree, the arbitration will be conducted in the county where you reside by a single neutral arbitrator and in accordance with the then current rules for resolution of disputes of the American Arbitration Association (AAA) (available online at www.adr.org). The parties are entitled to representation by an attorney or other representative of their choosing. The parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction thereof.

Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. ACE will reimburse those fees up to $7,500, unless the arbitrator determines the claims are frivolous. Likewise, ACE will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. NOTWITHSTANDING THE ABOVE, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS ARBITRATION PROVISION WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE YOU REGISTER FOR AN ACCOUNT, OR (2) THE DATE YOU FIRST SIGNED AN AGREEMENT WITH ACE THAT CONTAINED AN ARBITRATION PROVISION. The opt-out notice must be postmarked no later than the applicable deadline and mailed to Affinity Capital Exchange, Inc., 40 Exchange Place, Suite 1302, New York, NY 10005, United States, ATTN: EVP Operations. The opt-out notice must state that you do not agree to this arbitration provision and must include the name, address, phone number and email address associated with your Account. You must sign the opt-out notice in order for it to be effective. This procedure is the only way you can opt out of this arbitration provision; failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of these Terms of Use will continue to apply.

Governing Law and Jurisdiction


All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law. If the arbitration agreement is ever deemed unenforceable or void, you irrevocably consent to the exclusive jurisdiction of the federal and state courts in New York County, New York, United States of America, for purposes of any legal action arising out of or related to the use of the Site or these Terms of Use.

Electronic Communications


You agree that we may provide notices, disclosures and amendments to these Terms of Use by electronic means, including by means of posting such notices, disclosures and amendments on the Site. Please print or otherwise save a copy of these Terms of Use along with all notices, disclosures and amendments for your reference.

Export Control


ACE controls and operates the Site from the United States and does not claim that any part of the Site is appropriate or may be accessed or used outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the Site. You agree to comply with all U.S. or other export and re-export control restrictions. You represent and warrant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or similar restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; (b) listed on any U.S. government lists of prohibited or restricted parties.

Severability


To the extent any portion of these Terms of Use is determined to be unenforceable or unlawful by a court of competent jurisdiction, such portion will be modified solely to the extent necessary to cause such portion to be enforceable or unlawful, and these Terms of Use, as modified, will remain in full force and effect.

Entire Agreement


This is the entire agreement between you and ACE relating to the subject matter herein. For clarity, these Terms of Use do not alter in any way the terms of any other agreement you may have with ACE for products, services or otherwise.

How To Contact Us


If you have any questions about these Terms of Use, please contact ACE at (646)-455-1230 or info@afcx.co.