Terms of service
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Welcome to PEMBE Innovation UG (haftungsbeschränkt),(“PEMBE”) located at www.pembe.io (the “Site”). Address: Friedrich-Naumann-Str. 32 in 76187 Karlsruhe / Germany. Please carefully read these Terms of Service (the“Terms”) and our Privacy Policy (https://www.pembe.io/privacy/) (“PrivacyPolicy“) because they govern your use of our Site, any associated APIs, and any services we offer via the functionality of our Site such as your ability to write and test self-directed trading algorithms for cryptocurrencies(collectively called the “Services”). Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TOTHESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND PEMBE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN INCOURT. PLEASE REVIEW CAREFULLY SECTION 6 BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
Agreement to Terms. By signing up to use an Account (as defined below) through the Services, you agree that you have read, understood,and accepted all the terms and conditions contained in these Terms, including without limitation any terms or agreements incorporated by reference, as well as our Privacy Policy. If you do not agree to or accept these Terms, please immediately discontinue access to, and use of, the Services. If you are accessing and using the Services on behalf of a company (such as your employer)or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and“your” will refer to that company or other legal entity.
Changes in Terms. We may update the Terms from time to time,in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
1. Disclaimers. PEMBE does not trade or hold digital assets on your behalf. PEMBE is not a trading platform, and does not hold digital assets on deposit or in a custodial relationship in any capacity. We are not an exchange. Any trading activity you conduct will be done through at hird-party service provider.
1.1 Investment Disclaimer. You acknowledge and understand that the Services are not intended to supply investment, financial, tax or legal advice. PEMBE does not provide investment, tax, or legal advice, nor does PEMBE broker trades on your behalf. The Services are not investment advice and any observations concerning any security, trading algorithm or investment strategy provided in the Services is not a recommendation to buy, sell or hold such investment or security or to make any other investment decisions. We offer no advice regarding the nature, potential value, risk or suitability of any particular investment strategy, trading algorithm, transaction, security or investment. You acknowledge and agree that any use of the Services, any decisions made in reliance on the Services, including any trading or investment decisions or strategies, are made at your own risk. You are solely responsiblefor determining whether any investment, investment strategy or related transactionis appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your investment, legal or tax advisors regarding your specific situation
Risk of Loss. The risks of loss in trading or holding any digital asset can be immediate, substantial and irreversible. There is no guarantee against losses from using the Services. You should therefore carefully consider whether trading or holding any digital asset is suitable for you in light of your financial condition and needs. The following are some risks associated with digital assets. However, these descriptions are non-exclusive and do not disclose all such risks. Please consider these and other risks carefully before using the Services.
Market Risks. The market for digital assets is still new, uncertain and highly volatile. No one should invest in digital assets using funds that he or she is not prepared to lose entirely. Whether the market value for one or more digital assets will move up or down, or whether a digital assets will lose all or substantially all of its value, is unknown and can not be predicted. The prices of digital assets have historically been subject to dramatic fluctuations and are highly volatile, and a decrease in the price of a single digital assets may cause volatility in the entire market. In addition, blockchain networks may go offline because of bugs, hard forks, or other unforeseeable reasons.Participants in any digital assets market should pay close attention to their position and holdings, and how they may be affected by sudden and adverse shifts in trading and other market activities. There is no guarantee that any given price quoted or realized on the Marketplace represents the fair value ofthe subject digital assets.
Liquidity Risks. Digital assets have varying degrees of liquidity. Some markets are quite liquid while others may be thinner. Thin markets can amplify volatility. Factors beyond PEMBE’s control may affect market liquidity for any digital assets, such as regulatory activity, market manipulation, or unexplainable price volatility. PEMBE makes no representations or warranties about whether a digital asset that may be traded on a marketplace may be traded on a marketplace any point in the future, if at all. Any digital asset is subject to no longer being supported by PEMBE without notice or consent.
Legal Risks. The legal characterization of certain digital assets may be uncertain.This can mean that the legality of holding or trading them is not always clear,and may be subject to certain legal requirements or restrictions. Whether and how one or more digital assets constitute property, or assets, or rights of any kind may also seem unclear. You are responsible for knowing and understanding how digital assets will be addressed, regulated, and taxed under applicable law.
Operational Risks. PEMBE may experience sophisticated cyberattacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the Services. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks.
Custody Risks. Having digital assets on deposit or with anythird-party in a custodial relationship has attendant risks. These risks include security breaches, risk of contractual breach, and risk of loss. PEMBE does not provide custodial services and does not warrant any custodial or wallet services that you use in connection with your use of these Services in any way.
1.2 Non-commercial use. You agree to use the Services solely for your own personal and non-commercial purposes (e.g., making theServices available to your clients or customers, or otherwise charging a fee to access the Services).
2. Creating an Account.
2.1 Eligibility. To be eligible to use the Services, you must be at least 18 years old and capable of forming a binding contract with PEMBE,and not otherwise prohibited from using the Services under applicable law. Persons from certain jurisdictions that are sanctioned, embargoed, or otherwise prohibited by the European & German laws are not eligible to use these Services.
Any person found on any European consolidated sanctions list maintained by the Office of „European Union External Action; the Diplomatic Service of the European Union“, any person that may reasonably designated a“politically exposed person,” or any person that may otherwise be prohibited from engaging with these Services under any local, national, or international law is ineligible to use these Services. [Link]
You may not use our Services if you are restricted or prohibited from engaging in any type of trading in financial assets or related activity by any law enforcement or regulatory agencies. If we determine that you are accessing the Services from any restricted jurisdiction, or have given false representations as to your location of incorporation, establishment,citizenship or place of residence, or legal status we reserve the right to close any of your accounts immediately. The Services are not available to any person who was previously removed from PEMBE.
2.2 Registration of Account. To use the Services, you will need to register for an account on the Site (“Account”). We may, in our sole discretion, refuse to open an Account for you.
2.3 Identity Verification. You will need to complete certain verification procedures to open an Account and before you are permittedto use certain Services. You agree to provide us information that we requestfor the purposes of identity verification and our compliance obligations with applicable law. The information we request may without limitation include certain personal information, including, but not limited to, your name,address, telephone number, e-mail address, date of birth, tax payer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number).
2.4 Authentic Information. In providing us with this or any other information that may be required, you confirm that the information is accurate, authentic and complete. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, to protect you and/or us against fraud or other financial crime, to comply with anti-money laundering and other legal requirements, and to take action we reasonably deem necessary based on the results of such inquiries.When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
2.5 Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Services Any loss or compromise of the foregoing information and/or your personal information may result inunauthorized access to your Account by third-parties and the loss or theft of any associated external wallets or accounts. You are responsible for keeping your contact details up to date in your Account in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss thatyou may sustain due to compromise of account login credentials due to no fault of PEMBE and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Account information has been compromised, contact PEMBE support immediately at support@pembe.io
3. Services Functionality. PEMBE is a software as a service provider (SaaS) that allows you to control and manage trading activity of your digital assets. We allow users to create, test, execute, and report on trading strategies in digital currency markets.
3.1 Self-Created and Self-Directed Trading Algorithms. Our Services are intended to provide you an opportunity and ability determine how you want to manage your digital assets. You are able to operationalize yourdigital asset strategy through a suite of tools that you customize to reflect your digital asset allocation strategy.
3.2 Integration with Exchanges. PEMBE may work with outside exchange or other trading platforms. We do not verify, review, or otherwise confirm information obtained from or provided to any third-partyservice provider. We do not guarantee the accuracy of any third-party data.
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites,resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of anythird-party websites or resources.
3.3 Your Tax Record keeping Responsibilities. You acknowledge and agree that you understand state and federal record keeping requirements, including those of the German Income Tax Act (EstG §23) or any other state federal record keeping requirements like the US Internal RevenueService (“IRS”) for all US citizens, you may check your own countries state federal regulations, and you agree to comply with those requirements from your own country regulations and that as between you and PEMBE, PEMBE has no responsibility in this regard.
4. Usage and Fees.
4.1 Monthly Subscription Fee. To access these Services, you will need to purchase a monthly subscription, you will be charged in advance on a recurring, periodic monthly basis (each month, is called a “Billing Cycle”) the Subscription fee for the specific Billing Cycle plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and at the beginning of each Billing Cycle there after, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE PEMBE TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you, at the beginning of each Billing Cycle, using the Payment Information you have provided, until you cancel your Subscription. No less than fourteen (14) days before your Subscription ends if the Subscriptionis a monthly one, or otherwise in accordance with applicable law, PEMBE will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that yourSubscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or PEMBE. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
4.2 Cancelling Subscription. You may cancel a Transaction for a full refund within ten (10) calendar days of your initial purchase provided you have not received any Services. AFTER THAT, EXCEPT AS PROVIDED BELOW, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE. If something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction, we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time through your online Account management page or by contacting our customer support team at [support@pembe.io], but such cancellation will be effectiveat the end of the then-current Billing Cycle and YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT BILLING CYCLE AT THE TIME OF CANCELLATION. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Billing Cycle. If you cancel, your right to use the Services will continue until the end of your then current Billing Cycle and will then terminate without further charges.
To cancel a subscription, you must contact us by at leastemail at support@pembe.io You acknowledge that you must receive written confirmation of your cancellation before your subscription is cancelled. You will be responsible for all Subscription Fees (plus any applicable taxes andother charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current subscription period and will then terminate without further charges.
4.3 Suspension of Service. PEMBE may suspend or terminate your access to our Services if you fail to make regular payments according tothese Terms. You are still obligated to make any unpaid or due payments if your access if suspended due your nonpayment.
4.4 Taxes. PEMBE does not collect any taxes, levies, duties or similar governmental assessments of any nature, including but notlimited to value-added, sales, use or with holding taxes, assessable by anylocal, state, provincial, federal or foreign jurisdiction (collectively,“Taxes”). You are responsible for paying all Taxes associated with your purchases here under.
5. Content Ownership, Responsibility and Removal.
5.1. Definitions. For purposes of these Terms: “Content” means any algorithms, code and code segments,trading strategies, data transformations, data analysis and manipulation functions, tools, software, data, databases, text, lectures, messages, images, graphics, video files, audio files, ideas and other information and materials.“User Content” means any Content that you make available on the Site or Services. “PEMBE Content” means any Content that PEMBE makes available on the Site or Services.
5.2. Limited License. The Site, PEMBE Content and the Services are owned exclusively by PEMBE and its licensors. Nothing in these Terms shall be construed as transferring or assigning any ownership rights to you. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, subject to the terms of this Agreement, to (i) access the Site and PEMBE Content and (ii) use the Services, solely for personal use, internal business purposes, or other approved purposes as permitted by PEMBE in writing. Any other use of the Site, PEMBE Content or Services is expressly prohibited. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, or in any other way exploit any of the PEMBE Content, in whole or in part. All logos related to the Services or displayed on the Site are either trademarks or registered marks of PEMBE or its licensors. You maynot copy, imitate or use them without PEMBE’s prior written consent.
Any PEMBE Content, tools and infrastructure provided by PEMBE may allow you to test, learn, create, and use your algorithms and algorithmic trading strategies. If and to the extent PEMBE provides any PEMBE Content information containing algorithms or strategies, these are for educational or testing purposes only and should not be regarded as a suggestion to engage in or refrain from any investment-related action. You can create your own algorithms on the Site, for which you shall not hold PEMBE responsible or liable.
5.3. User Content. Subject to Section 5.4, you retain ownership of all User Content. You hereby grant PEMBE a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, to access, delete, store, reproduce, review, share, or otherwise use User Content (a) to the extent necessary for the performance of the Services (including for the provision of support or maintenance of the Site or Services), (b) to comply with any legal or regulatory requirements or order of any court or governmental authority, (c) if PEMBE considers the User Content may impose a security risk, (d) otherwise in accordance with these Terms. You are solely responsible for all User Content. You represent and warrant that you own all User Content or you have all rights that are necessary to grant us the license rights in User Content under these Terms, and that you have obtained all legally required consents from individuals who appear in User Content. You also represent and warrant that neither User Content, nor your use and provision of User Content to be made available through the Services, nor any use of User Content by PEMBE on or through the Services will infringe, misappropriate or violate a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violationof any applicable law or regulation
You can remove User Content by specifically deleting it. However, in certain instances, some User Content (such as posts or comments you make) may not be completely removed and copies of User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
When you make User Content available on the Site or Services, you acknowledge and agree that we may collect data about such User Content consist with our Privacy Policy (“User Data”). You represent and warrant that you have obtained all legally required consents from individuals who appear in User Data (if any) and that you have all rights that are necessary to use, upload and share User Data via our Services.
5.4. Prohibited Use. In connection with your use of the Services, and your interactions with other users, and third parties you agree and represent you will not engage in any of the following:
Post, upload, publish, submit or transmit any User Content, including User Data, that: (i) infringes, misappropriates or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Use, display, mirror or frame the Services or any individual element within the Services, PEMBE’s name, any PEMBE trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without PEMBE’s express written consent;
Access, tamper with, or use non-public areas of the Services, PEMBE’s computer systems, or the technical delivery systems of PEMBE’s providers;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by PEMBE or any of PEMBE’s providers or any other third-party (including another user) to protect the Services or PEMBE Content;
Attempt to access or search the Services or PEMBE Content or download PEMBE Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by PEMBE or other generally available third-party web browsers;
Copy, distribute, or disclose any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a PEMBE trademark, logo URL or product name without PEMBE’s express written consent;
Use the Services or PEMBE Content, or any portion thereof, for any commercial purpose or for the benefit of any third-party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or PEMBE Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or PEMBE Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF VALUE IN YOUR ACCOUNT OR ANY ASSOCIATED EXTERNAL WALLETS OR ACCOUNTS, RESULTING FROM THE SUSPENSION OR CANCELLATION OF YOUR ACCOUNT.
6. General Disclaimers.
6.1 UNLESS OTHERWISE PROVIDED IN WRITING, THE CONTENT ON THE SERVICE IS STRICTLY FOR INFORMATIONAL PURPOSES. NOTHING ON OR IN THE SERVICE SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING ANY FINANCIAL INSTRUMENT OR AS INVESTMENT ADVICE OR INVESTMENT RECOMMENDATIONS (SUCH AS RECOMMENDATIONS AS TO WHETHER TO PURCHASE AN INSTRUMENT) BY US OR A RECOMMENDATION AS TO AN INVESTMENT STRATEGY BY US. CONTENT ON THIS SERVICE SHOULD NOT BE CONSIDERED AS INFORMATION SUFFICIENT UPON WHICH TO BASE AN INVESTMENT STRATEGY. NO CONTENT ON THE SERVICE IS TAILORED TO THE SPECIFIC NEEDS OF ANY INDIVIDUAL, ENTITY OR GROUP OF INDIVIDUALS. WE EXPRESS NO OPINION AS TO THE FUTURE OR EXPECTED VALUE OF ANY FINANCIAL PRODUCT OR INVESTMENT STRATEGY. WE DO NOT EXPLICITLY OR IMPLICITLY RECOMMEND OR SUGGEST ANY INVESTMENT STRATEGY OF ANY KIND. CONTENT ON THE SERVICE MAY NOT BE USED AS A BASIS FOR ANY FINANCIAL OR OTHER PRODUCT.
6.2 The Content provided on the Service may be submitted to us by unaffiliated third-party providers. We do not review, audit, or otherwise have an ability to verify all Content for accuracy. We do not review Content for completeness or reliability, and we do not warrant or guarantee the accuracy, completeness, reliability or any other aspect of any Content provided to us by third-party providers.
6.3 You acknowledge that we are not liable for any loss due to any financial or personal decision you take related to your use of our Services, or any loss due to inaccurate information that we receive from you or any third-party related to your use of our services.
6.4 THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PEMBE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. PEMBE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, PEMBE CONTENT, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
6.5 PEMBE makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable German and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the German goverment, or are a foreign person or entity blocked or denied by the German government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in Germany.
6.6 Computer Viruses and any Unauthorized Access or Use. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from PEMBE. Always log into your Account through the Site to review any required actions if you have any uncertainty regarding the authenticity of any communication or notice.
7. Limited Liability.
7.1 NEITHER PEMBE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF INFORMATION OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PEMBE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7.2 IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO PEMBE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS (€100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PEMBE, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PEMBE AND YOU.
8. Indemnity. At our request, you agree to defend, indemnify, and hold harmless PEMBE, its affiliates, and its and their respective employees, officers, directors, agents, and third-party service providers from and against any and all claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third-party claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights, or your fraud or willful misconduct. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
9. Governing Law. These conditions and all associated measures are subject to German law, but at least European law, without regard to the conflict of law rules. The German courts in Karlsruhe shall have exclusive jurisdiction over any dispute that you and PEMBE need not arbitrate, and you and PEMBE each waive any objection to jurisdiction and venue in such courts.
10. General Provisions.
10.1 Entire Agreement. These Terms, the Privacy Policy, and Appendices incorporated by reference herein constitute the entire and exclusive understanding and agreement between PEMBE and you regarding the Site, Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between PEMBE and you regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without PEMBE’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. PEMBE may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
10.2 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without PEMBE’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. PEMBE may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
10.3 Severability. If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.
10.4 Force Majeure. We shall not be liable for delays, failure in performance or interruption of Service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
10.5 Notices. Any notices or other communications provided by PEMBE under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
10.6 No waiver. PEMBE’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of PEMBE. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you are a resident of another jurisdiction with a comparable statute or doctrine, you hereby waive such statute or doctrine to the extent permissible under applicable law.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TOTHESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND PEMBE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN INCOURT. PLEASE REVIEW CAREFULLY SECTION 6 BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
Agreement to Terms. By signing up to use an Account (as defined below) through the Services, you agree that you have read, understood,and accepted all the terms and conditions contained in these Terms, including without limitation any terms or agreements incorporated by reference, as well as our Privacy Policy. If you do not agree to or accept these Terms, please immediately discontinue access to, and use of, the Services. If you are accessing and using the Services on behalf of a company (such as your employer)or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and“your” will refer to that company or other legal entity.
Changes in Terms. We may update the Terms from time to time,in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
1. Disclaimers. PEMBE does not trade or hold digital assets on your behalf. PEMBE is not a trading platform, and does not hold digital assets on deposit or in a custodial relationship in any capacity. We are not an exchange. Any trading activity you conduct will be done through at hird-party service provider.
1.1 Investment Disclaimer. You acknowledge and understand that the Services are not intended to supply investment, financial, tax or legal advice. PEMBE does not provide investment, tax, or legal advice, nor does PEMBE broker trades on your behalf. The Services are not investment advice and any observations concerning any security, trading algorithm or investment strategy provided in the Services is not a recommendation to buy, sell or hold such investment or security or to make any other investment decisions. We offer no advice regarding the nature, potential value, risk or suitability of any particular investment strategy, trading algorithm, transaction, security or investment. You acknowledge and agree that any use of the Services, any decisions made in reliance on the Services, including any trading or investment decisions or strategies, are made at your own risk. You are solely responsiblefor determining whether any investment, investment strategy or related transactionis appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your investment, legal or tax advisors regarding your specific situation
Risk of Loss. The risks of loss in trading or holding any digital asset can be immediate, substantial and irreversible. There is no guarantee against losses from using the Services. You should therefore carefully consider whether trading or holding any digital asset is suitable for you in light of your financial condition and needs. The following are some risks associated with digital assets. However, these descriptions are non-exclusive and do not disclose all such risks. Please consider these and other risks carefully before using the Services.
Market Risks. The market for digital assets is still new, uncertain and highly volatile. No one should invest in digital assets using funds that he or she is not prepared to lose entirely. Whether the market value for one or more digital assets will move up or down, or whether a digital assets will lose all or substantially all of its value, is unknown and can not be predicted. The prices of digital assets have historically been subject to dramatic fluctuations and are highly volatile, and a decrease in the price of a single digital assets may cause volatility in the entire market. In addition, blockchain networks may go offline because of bugs, hard forks, or other unforeseeable reasons.Participants in any digital assets market should pay close attention to their position and holdings, and how they may be affected by sudden and adverse shifts in trading and other market activities. There is no guarantee that any given price quoted or realized on the Marketplace represents the fair value ofthe subject digital assets.
Liquidity Risks. Digital assets have varying degrees of liquidity. Some markets are quite liquid while others may be thinner. Thin markets can amplify volatility. Factors beyond PEMBE’s control may affect market liquidity for any digital assets, such as regulatory activity, market manipulation, or unexplainable price volatility. PEMBE makes no representations or warranties about whether a digital asset that may be traded on a marketplace may be traded on a marketplace any point in the future, if at all. Any digital asset is subject to no longer being supported by PEMBE without notice or consent.
Legal Risks. The legal characterization of certain digital assets may be uncertain.This can mean that the legality of holding or trading them is not always clear,and may be subject to certain legal requirements or restrictions. Whether and how one or more digital assets constitute property, or assets, or rights of any kind may also seem unclear. You are responsible for knowing and understanding how digital assets will be addressed, regulated, and taxed under applicable law.
Operational Risks. PEMBE may experience sophisticated cyberattacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the Services. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks.
Custody Risks. Having digital assets on deposit or with anythird-party in a custodial relationship has attendant risks. These risks include security breaches, risk of contractual breach, and risk of loss. PEMBE does not provide custodial services and does not warrant any custodial or wallet services that you use in connection with your use of these Services in any way.
1.2 Non-commercial use. You agree to use the Services solely for your own personal and non-commercial purposes (e.g., making theServices available to your clients or customers, or otherwise charging a fee to access the Services).
2. Creating an Account.
2.1 Eligibility. To be eligible to use the Services, you must be at least 18 years old and capable of forming a binding contract with PEMBE,and not otherwise prohibited from using the Services under applicable law. Persons from certain jurisdictions that are sanctioned, embargoed, or otherwise prohibited by the European & German laws are not eligible to use these Services.
Any person found on any European consolidated sanctions list maintained by the Office of „European Union External Action; the Diplomatic Service of the European Union“, any person that may reasonably designated a“politically exposed person,” or any person that may otherwise be prohibited from engaging with these Services under any local, national, or international law is ineligible to use these Services. [Link]
You may not use our Services if you are restricted or prohibited from engaging in any type of trading in financial assets or related activity by any law enforcement or regulatory agencies. If we determine that you are accessing the Services from any restricted jurisdiction, or have given false representations as to your location of incorporation, establishment,citizenship or place of residence, or legal status we reserve the right to close any of your accounts immediately. The Services are not available to any person who was previously removed from PEMBE.
2.2 Registration of Account. To use the Services, you will need to register for an account on the Site (“Account”). We may, in our sole discretion, refuse to open an Account for you.
2.3 Identity Verification. You will need to complete certain verification procedures to open an Account and before you are permittedto use certain Services. You agree to provide us information that we requestfor the purposes of identity verification and our compliance obligations with applicable law. The information we request may without limitation include certain personal information, including, but not limited to, your name,address, telephone number, e-mail address, date of birth, tax payer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number).
2.4 Authentic Information. In providing us with this or any other information that may be required, you confirm that the information is accurate, authentic and complete. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, to protect you and/or us against fraud or other financial crime, to comply with anti-money laundering and other legal requirements, and to take action we reasonably deem necessary based on the results of such inquiries.When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
2.5 Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Services Any loss or compromise of the foregoing information and/or your personal information may result inunauthorized access to your Account by third-parties and the loss or theft of any associated external wallets or accounts. You are responsible for keeping your contact details up to date in your Account in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss thatyou may sustain due to compromise of account login credentials due to no fault of PEMBE and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Account information has been compromised, contact PEMBE support immediately at support@pembe.io
3. Services Functionality. PEMBE is a software as a service provider (SaaS) that allows you to control and manage trading activity of your digital assets. We allow users to create, test, execute, and report on trading strategies in digital currency markets.
3.1 Self-Created and Self-Directed Trading Algorithms. Our Services are intended to provide you an opportunity and ability determine how you want to manage your digital assets. You are able to operationalize yourdigital asset strategy through a suite of tools that you customize to reflect your digital asset allocation strategy.
3.2 Integration with Exchanges. PEMBE may work with outside exchange or other trading platforms. We do not verify, review, or otherwise confirm information obtained from or provided to any third-partyservice provider. We do not guarantee the accuracy of any third-party data.
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites,resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of anythird-party websites or resources.
3.3 Your Tax Record keeping Responsibilities. You acknowledge and agree that you understand state and federal record keeping requirements, including those of the German Income Tax Act (EstG §23) or any other state federal record keeping requirements like the US Internal RevenueService (“IRS”) for all US citizens, you may check your own countries state federal regulations, and you agree to comply with those requirements from your own country regulations and that as between you and PEMBE, PEMBE has no responsibility in this regard.
4. Usage and Fees.
4.1 Monthly Subscription Fee. To access these Services, you will need to purchase a monthly subscription, you will be charged in advance on a recurring, periodic monthly basis (each month, is called a “Billing Cycle”) the Subscription fee for the specific Billing Cycle plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and at the beginning of each Billing Cycle there after, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE PEMBE TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you, at the beginning of each Billing Cycle, using the Payment Information you have provided, until you cancel your Subscription. No less than fourteen (14) days before your Subscription ends if the Subscriptionis a monthly one, or otherwise in accordance with applicable law, PEMBE will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that yourSubscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or PEMBE. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
4.2 Cancelling Subscription. You may cancel a Transaction for a full refund within ten (10) calendar days of your initial purchase provided you have not received any Services. AFTER THAT, EXCEPT AS PROVIDED BELOW, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE. If something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction, we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time through your online Account management page or by contacting our customer support team at [support@pembe.io], but such cancellation will be effectiveat the end of the then-current Billing Cycle and YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT BILLING CYCLE AT THE TIME OF CANCELLATION. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Billing Cycle. If you cancel, your right to use the Services will continue until the end of your then current Billing Cycle and will then terminate without further charges.
To cancel a subscription, you must contact us by at leastemail at support@pembe.io You acknowledge that you must receive written confirmation of your cancellation before your subscription is cancelled. You will be responsible for all Subscription Fees (plus any applicable taxes andother charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current subscription period and will then terminate without further charges.
4.3 Suspension of Service. PEMBE may suspend or terminate your access to our Services if you fail to make regular payments according tothese Terms. You are still obligated to make any unpaid or due payments if your access if suspended due your nonpayment.
4.4 Taxes. PEMBE does not collect any taxes, levies, duties or similar governmental assessments of any nature, including but notlimited to value-added, sales, use or with holding taxes, assessable by anylocal, state, provincial, federal or foreign jurisdiction (collectively,“Taxes”). You are responsible for paying all Taxes associated with your purchases here under.
5. Content Ownership, Responsibility and Removal.
5.1. Definitions. For purposes of these Terms: “Content” means any algorithms, code and code segments,trading strategies, data transformations, data analysis and manipulation functions, tools, software, data, databases, text, lectures, messages, images, graphics, video files, audio files, ideas and other information and materials.“User Content” means any Content that you make available on the Site or Services. “PEMBE Content” means any Content that PEMBE makes available on the Site or Services.
5.2. Limited License. The Site, PEMBE Content and the Services are owned exclusively by PEMBE and its licensors. Nothing in these Terms shall be construed as transferring or assigning any ownership rights to you. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, subject to the terms of this Agreement, to (i) access the Site and PEMBE Content and (ii) use the Services, solely for personal use, internal business purposes, or other approved purposes as permitted by PEMBE in writing. Any other use of the Site, PEMBE Content or Services is expressly prohibited. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, or in any other way exploit any of the PEMBE Content, in whole or in part. All logos related to the Services or displayed on the Site are either trademarks or registered marks of PEMBE or its licensors. You maynot copy, imitate or use them without PEMBE’s prior written consent.
Any PEMBE Content, tools and infrastructure provided by PEMBE may allow you to test, learn, create, and use your algorithms and algorithmic trading strategies. If and to the extent PEMBE provides any PEMBE Content information containing algorithms or strategies, these are for educational or testing purposes only and should not be regarded as a suggestion to engage in or refrain from any investment-related action. You can create your own algorithms on the Site, for which you shall not hold PEMBE responsible or liable.
5.3. User Content. Subject to Section 5.4, you retain ownership of all User Content. You hereby grant PEMBE a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, to access, delete, store, reproduce, review, share, or otherwise use User Content (a) to the extent necessary for the performance of the Services (including for the provision of support or maintenance of the Site or Services), (b) to comply with any legal or regulatory requirements or order of any court or governmental authority, (c) if PEMBE considers the User Content may impose a security risk, (d) otherwise in accordance with these Terms. You are solely responsible for all User Content. You represent and warrant that you own all User Content or you have all rights that are necessary to grant us the license rights in User Content under these Terms, and that you have obtained all legally required consents from individuals who appear in User Content. You also represent and warrant that neither User Content, nor your use and provision of User Content to be made available through the Services, nor any use of User Content by PEMBE on or through the Services will infringe, misappropriate or violate a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violationof any applicable law or regulation
You can remove User Content by specifically deleting it. However, in certain instances, some User Content (such as posts or comments you make) may not be completely removed and copies of User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
When you make User Content available on the Site or Services, you acknowledge and agree that we may collect data about such User Content consist with our Privacy Policy (“User Data”). You represent and warrant that you have obtained all legally required consents from individuals who appear in User Data (if any) and that you have all rights that are necessary to use, upload and share User Data via our Services.
5.4. Prohibited Use. In connection with your use of the Services, and your interactions with other users, and third parties you agree and represent you will not engage in any of the following:
Post, upload, publish, submit or transmit any User Content, including User Data, that: (i) infringes, misappropriates or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Use, display, mirror or frame the Services or any individual element within the Services, PEMBE’s name, any PEMBE trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without PEMBE’s express written consent;
Access, tamper with, or use non-public areas of the Services, PEMBE’s computer systems, or the technical delivery systems of PEMBE’s providers;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by PEMBE or any of PEMBE’s providers or any other third-party (including another user) to protect the Services or PEMBE Content;
Attempt to access or search the Services or PEMBE Content or download PEMBE Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by PEMBE or other generally available third-party web browsers;
Copy, distribute, or disclose any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a PEMBE trademark, logo URL or product name without PEMBE’s express written consent;
Use the Services or PEMBE Content, or any portion thereof, for any commercial purpose or for the benefit of any third-party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or PEMBE Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or PEMBE Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF VALUE IN YOUR ACCOUNT OR ANY ASSOCIATED EXTERNAL WALLETS OR ACCOUNTS, RESULTING FROM THE SUSPENSION OR CANCELLATION OF YOUR ACCOUNT.
6. General Disclaimers.
6.1 UNLESS OTHERWISE PROVIDED IN WRITING, THE CONTENT ON THE SERVICE IS STRICTLY FOR INFORMATIONAL PURPOSES. NOTHING ON OR IN THE SERVICE SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING ANY FINANCIAL INSTRUMENT OR AS INVESTMENT ADVICE OR INVESTMENT RECOMMENDATIONS (SUCH AS RECOMMENDATIONS AS TO WHETHER TO PURCHASE AN INSTRUMENT) BY US OR A RECOMMENDATION AS TO AN INVESTMENT STRATEGY BY US. CONTENT ON THIS SERVICE SHOULD NOT BE CONSIDERED AS INFORMATION SUFFICIENT UPON WHICH TO BASE AN INVESTMENT STRATEGY. NO CONTENT ON THE SERVICE IS TAILORED TO THE SPECIFIC NEEDS OF ANY INDIVIDUAL, ENTITY OR GROUP OF INDIVIDUALS. WE EXPRESS NO OPINION AS TO THE FUTURE OR EXPECTED VALUE OF ANY FINANCIAL PRODUCT OR INVESTMENT STRATEGY. WE DO NOT EXPLICITLY OR IMPLICITLY RECOMMEND OR SUGGEST ANY INVESTMENT STRATEGY OF ANY KIND. CONTENT ON THE SERVICE MAY NOT BE USED AS A BASIS FOR ANY FINANCIAL OR OTHER PRODUCT.
6.2 The Content provided on the Service may be submitted to us by unaffiliated third-party providers. We do not review, audit, or otherwise have an ability to verify all Content for accuracy. We do not review Content for completeness or reliability, and we do not warrant or guarantee the accuracy, completeness, reliability or any other aspect of any Content provided to us by third-party providers.
6.3 You acknowledge that we are not liable for any loss due to any financial or personal decision you take related to your use of our Services, or any loss due to inaccurate information that we receive from you or any third-party related to your use of our services.
6.4 THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PEMBE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. PEMBE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, PEMBE CONTENT, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
6.5 PEMBE makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable German and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the German goverment, or are a foreign person or entity blocked or denied by the German government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in Germany.
6.6 Computer Viruses and any Unauthorized Access or Use. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from PEMBE. Always log into your Account through the Site to review any required actions if you have any uncertainty regarding the authenticity of any communication or notice.
7. Limited Liability.
7.1 NEITHER PEMBE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF INFORMATION OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PEMBE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7.2 IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO PEMBE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS (€100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PEMBE, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PEMBE AND YOU.
8. Indemnity. At our request, you agree to defend, indemnify, and hold harmless PEMBE, its affiliates, and its and their respective employees, officers, directors, agents, and third-party service providers from and against any and all claims, suits, liabilities, damages (actual and consequential), losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third-party claims relating to your use of the Services, violation of these Terms, applicable law or any third-party rights, or your fraud or willful misconduct. Such indemnified parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
9. Governing Law. These conditions and all associated measures are subject to German law, but at least European law, without regard to the conflict of law rules. The German courts in Karlsruhe shall have exclusive jurisdiction over any dispute that you and PEMBE need not arbitrate, and you and PEMBE each waive any objection to jurisdiction and venue in such courts.
10. General Provisions.
10.1 Entire Agreement. These Terms, the Privacy Policy, and Appendices incorporated by reference herein constitute the entire and exclusive understanding and agreement between PEMBE and you regarding the Site, Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between PEMBE and you regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without PEMBE’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. PEMBE may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
10.2 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without PEMBE’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. PEMBE may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
10.3 Severability. If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.
10.4 Force Majeure. We shall not be liable for delays, failure in performance or interruption of Service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
10.5 Notices. Any notices or other communications provided by PEMBE under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
10.6 No waiver. PEMBE’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of PEMBE. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you are a resident of another jurisdiction with a comparable statute or doctrine, you hereby waive such statute or doctrine to the extent permissible under applicable law.