IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER AS FURTHER DETAILED IN SECTION 12 BELOW. PLEASE READ CAREFULLY.
ACCEPTANCE
Brassica Trust Company LLC (“Brassica Trust” or “we”) is a Wyoming-chartered public trust company offering trust services (“Services”) through this website or an integration (“Website”) (Services and Website collectively, the “Platform”). By accessing the Platform in any manner or submitting anything to us through or in connection with our Platform in any manner, you agree to read, comply with, and be legally bound by: (a) these Terms of Service (“Terms”), (b) any agreements between you (or anyone on whose behalf you access our Platform) and us, which may include, including without limitation, an account agreement governing the account (“Account”) you access through our Platform (“Additional Agreements”), and (c) any additional terms and conditions, agreements, notices, or policies published on the Platform or otherwise applicable to your use of the Platform (“Rules”). We refer to these Terms, the Additional Agreements, and the Rules collectively as the “Agreements.” If you do not agree with the Agreements, you may not access or use the Platform.
All references to “you” or “your,” as applicable, mean the person who accesses or uses the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein will refer to that entity.
Note: If you are accessing the Platform in your capacity as an agent of an organization that has executed an Additional Agreement with Brassica Trust or any of its affiliates or subsidiaries, where there is a conflict between the Additional Agreement and these Terms, the terms of the Additional Agreement control.
CHANGES TO TERMS AND RULES
Except as explicitly provided herein, Brassica Trust reserves the right to modify these Terms or the Rules at any time and without prior notice and such changes will be effective immediately upon being posted through the Platform. If we make material changes, we may notify you via the Platform and/or by email to the address associated with your account. If you do not accept the changes, you must stop using and cancel your account. Your continued use of our Platform after we publish or send a notice about our changes to these Terms or any Rules means that you are consenting to the updated terms.
PRIVACY NOTICE AND ACCOUNT AGREEMENTS
In order to operate and provide the Platform, Brassica Trust collects certain information about you. We use and protect that information as described in the Brassica Privacy Notice. You acknowledge your use of the Platform is subject to the Privacy Notice and understand that it identifies how Brassica Trust collects, store, and uses certain information.
You acknowledge that your registration for, application for, or access or use of, an Account for Services will be governed by the Additional Agreements, and not these Terms.
ELIGIBILITY
Access to and use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you are eligible.
You may not access the Platform if Brassica Trust has banned you from accessing the Platform.
The Platform is controlled and operated in the United States. Brassica Trust makes no representations that the Platform is appropriate or available for use in other locations. If you access or use the Platform from other jurisdictions, you do so at your own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You are solely responsible for ensuring that your use of the Platform is appropriate and lawful in your local jurisdiction. You may not use the Platform if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Platform are solely directed to individuals, companies, or other entities located in the United States.
YOUR OBLIGATIONS
You represent and warrant that all information that you provide to Brassica Trust on or through the Platform is true, accurate, current, and complete and that you will update all such information as necessary. Brassica Trust and its agents are entitled to rely upon the information you provide as true, accurate, and complete without independent verification.
While using the Platform, you agree to comply with all applicable laws, rules, and regulations. You further agree you will not:
Make unauthorized copies of any content made available on or through the Platform;
Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Platform or any activity conducted on the Platform;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Platform;
Delete or alter any material Brassica Trust or any other person or entity posts on the Platform;
Copy, reproduce, distribute, publish, display, perform, transmit, stream, broadcast, use, display, mirror, frame or utilize framing techniques to enclose the Platform, or any portion thereof, unless and solely to the extent Brassica trust makes available the means for embedding any part of the Platform;
Alter, deface, mutilate or otherwise bypass any approved software through which the Platform are made available;
Use any robot, spambot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;
Bypass any security or other features of the Platform designed to control the manner in which the Platform is used, harvest or mine content from the Platform, or otherwise access or use the Platform in a manner inconsistent with individual human use;
Use any trademarks, service marks, design marks, logos, photographs or other content belonging to Brassica Trust (or its licensors) or obtained from the Platform, except upon Brassica Trust’s prior written consent;
Access, tamper with, or use non-public areas of the Platform, Brassica Trust’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of Brassica Trust’s providers;
Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Platform; or express or imply that we endorse any statement you make;
Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right, or otherwise engage in the unauthorized use of any proprietary content, information or materials;
Restrict, discourage, or inhibit any person from using the Platform, disclose personal information about a third person on the Platform or obtained from the Platform without the consent of that person, or collect information about or threaten, harass, menace, or intimidate users of the Platform;
Gain unauthorized access to the Platform, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Platform;
Upload or otherwise post or transmit any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment or any other aspect of the Platform or communications equipment and computers connected to the Platform; or
Interfere with or disrupt the Platform, networks or servers connected to the Platform or violate the regulations, policies or procedures of those networks or servers.
We reserve all rights and remedies available to us.
INTELLECTUAL PROPERTY RIGHTS
The Platform is provided to you AS IS. The Platform, including any content that forms part of the Platform, contains proprietary content, information and material that is protected by applicable intellectual property and other laws, including copyright. All content and related intellectual property rights are the sole and exclusive property of Brassica Trust or its licensors. Subject to your compliance with these Terms, Brassica Trust grants you a limited, non-exclusive, non-assignable, non-sub-licensable, revocable, license to use the Platform as it is provided to you by Brassica Trust solely for your personal or internal business use and only in a manner that complies with these Terms and all legal requirements that apply to you or your use of the Platform. Brassica Trust may revoke this license at any time, in its sole discretion.
Except as expressly permitted by these Terms, you will not use, copy, adapt, reproduce, republish, modify, prepare derivative works based upon, distribute, download, display, license, sell, transfer, publicly display, publicly perform, replicate, reverse- or re-engineer, post, or transmit, in any form or by any means, without our express prior written permission stream, broadcast, or otherwise exploit the Platform, without our express consent.. The Platform is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as otherwise provided herein, no content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, replicated, reverse- or re-engineered, posted or transmitted in any form or by any means without our express prior written permission. If you download or print a copy of the Platform or any portion of the Platform for personal or internal business use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Brassica Trustor its licensors, except for the licenses and rights expressly granted in these Terms.
If you violate any part of these Terms, then your right to access and/or use the Platform will automatically terminate and you must immediately destroy any copies you have made of content from the Platform.
For any image, footage, text, audio, design or any other content that you upload, create, transmit or post to or through the Platform (“User Content”), you represent and warrant that: (a) you have all necessary rights to submit User Content to the Platform and grant the licenses set forth herein; (b) Brassica Trust will not need to obtain licenses from any third party with respect to use, publication, royalties or other fees, costs or expenses; (c) User Content does not infringe any third party’s rights, including intellectual property rights and privacy rights, in any way; and (d) User Content complies with these Terms and all applicable laws and regulations. User grants Brassica Trust a worldwide license to use User Content in connection with the Services.
PLATFORM MODIFICATION AND DISCONTINUATION
Brassica Trust reserves the right at any time to modify, edit, delete, suspend, or discontinue, temporarily or permanently, the Platform (or any portion thereof) and/or the information, materials, products and/or Services available through the Platform (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party in such event.
FEEDBACK
Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Platform is entirely voluntary and we will be free to use such feedback, comments, or suggestions without any obligation to you. By sending us any Feedback, you further (a) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (b) acknowledge that we may have something similar to the Feedback already under consideration or in development; (c) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Brassica Trust and its users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback will survive any termination of these Terms or the Agreements.
THIRD-PARTY LINKS AND RESOURCES
The Platform may contain information and content provided by third parties and may contain links to third-party websites, and other resources that are not owned or controlled by Brassica Trust. Brassica Trust is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for such external sites or resources. These links and resources do not imply any endorsement by Brassica Trust, and Brassica Trust does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or resource from the Platform, you do so at your own risk, and you understand that these Terms and Brassica Privacy Notice do not apply to your use of such links. You expressly relieve Brassica Trust from all liability arising from your use of any third-party website, service, or content. You acknowledge and agree that Brassica Trust is not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the content, products, or services on or available from such websites or resources.
TERM AND TERMINATION
As between you and Brassica Trust, these Terms commence as of your first use of the Platform and continues until the termination of these Terms by either you or Brassica Trust as described herein.
You may terminate these Terms by sending written notification to Brassica Trust at legal@brassicafin.com and terminating all other uses of the Platform. Termination of these Terms does not affect any Additional Agreements you have executed with us.
Termination by Brassica Trust. Brassica Trust reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms and your access to all or any part of the Platform at any time without prior notice or liability to you for any reason or no reason. For the avoidance of doubt, if you have established one or more Accounts, although Brassica Trust may terminate these Terms as described in this Section 9, such termination will not close your Accounts(s). All terms, conditions, and procedures for closing your Accounts are provided in the applicable Additional Agreements.
Sections 1, 3, 5-6, 8, 10-14 and all defined terms used therein will survive the termination of these Terms indefinitely.
DISCLAIMERS
YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, BRASSICA TRUST AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, AND LICENSORS (“BRASSICA TRUST PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS WEBSITE, ITS CONTENT, AND ANY SERVICES AVAILABLE OR PROMOTED THROUGH THE PLATFORM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BRASSICA TRUST PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THE PLATFORM; (C) THAT THE CONTENT OF THE PLATFORM IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THE PLATFORM WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.
WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THE PLATFORM WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).
WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA.
YOU ACCEPT THAT OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES WILL HAVE THE BENEFIT OF THIS CLAUSE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.
AS WITH ANY ASSET, THE VALUE OF DIGITAL ASSETS CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN DIGITAL ASSETS . YOU SHOULD CAREFULLY CONSIDER WHETHER TRADING OR HOLDING DIGITAL ASSETS IS SUITABLE FOR YOU CONSIDERING YOUR FINANCIAL CONDITION. BRASSICA TRUST IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND DOES NOT OFFER FOR SALE ANY SECURITIES.
NO CONTENT ON THE PLATFORM CONSTITUTES OR CAN BE INTERPRETED AS EITHER INVESTMENT ADVICE OR A RECOMMENDATION OF SECURITIES BY BRASSICA TRUST. THE CONTENTS OF THE PLATFORM DO NOT CONSTITUTE FINANCIAL, ACCOUNTING, LEGAL, OR TAX ADVICE FROM BRASSICA TRUST. YOU SHOULD ALWAYS OBTAIN INDEPENDENT INVESTMENT AND TAX ADVICE FROM YOUR PROFESSIONAL ADVISERS BEFORE MAKING ANY DECISIONS AND TAKING ANY ACTIONS BASED ON THE INFORMATION OBTAINED FROM THE PLATFORM.
BRASSICA TRUST PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE PLATFORM. YOU ALSO AGREE THAT BRASSICA TRUST PARTIES HAVE NO RESPONSIBILITY OR LIABILITY FOR ITS DELETION OF, OR THE FAILURE TO STORE, RETAIN, OR TRANSMIT, ANY COMMUNICATIONS MAINTAINED BY OR TRANSMITTED THROUGH THE PLATFORM. WE MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BRASSICA TRUST OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO IF YOU ARE A RESIDENT OF ANY OF THOSE JURISDICTIONS, THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.
INDEMNITY AND RELEASE
You are responsible for your use of the Platform, and you agree to defend (at Brassica Trust’s option), indemnify, and hold harmless Brassica Trust and its affiliates and their respective its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (b) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (c) any dispute or issue between you and any third party.
Brassica Trust reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, Brassica Trust may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim without Brassica Trusts’ prior written consent.
If you are a California resident, you hereby waive California Civil Code §1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his settlement with the debtor or released party." This release includes the criminal acts of others. If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach support at help@brassicafin.com to address any concerns you may have regarding the Platform or your relationship with us. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through the support process or consultation with the Brassica Trust Legal Department. Good faith negotiations are a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to the Agreements (including the Terms’ or Privacy Notice’s formation, performance, and breach), and/or your use of the Platform will be finally settled by binding arbitration administered by JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class or representative actions. For clarity, this Section 12 does not apply to Accounts. Additional Agreements, including any dispute resolution processes described therein, will govern your creation, access, and use of Accounts.
Except as set forth in herein, the arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Agreement, including, but not limited to any claim that all or any part of the Agreements are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award will be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
The Streamlined Arbitration Rules governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. If you commence arbitration in accordance with the Agreement, you will be required to pay $250 to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Brassica Trust to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Brassica Trust will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases.
Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).
The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 12 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Location: If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. For individuals residing outside the United States, arbitration will be initiated in Cheyenne, Wyoming, United States of America. You and Brassica Trust agree to submit to the personal jurisdiction of any federal or state court in Cheyenne, Wyoming in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: The parties further agree that any arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND BRASSICA TRUST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If this specific paragraph is found unenforceable, then the entire “Arbitration and Class Action Waiver” section will be null and void. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy or form of relief (“Remedy Not Subject to Arbitration”), then that Remedy Not Subject to Arbitration (and only that Remedy not subject to Arbitration) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of Remedies Not Subject to Arbitration will be stayed pending the outcome of any arbitrable claims and remedies.
Exception - Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief will not waive a party’s right to arbitration under this agreement.
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to legal@brassicafin.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Platform or the effective date of the first set of Terms containing an Arbitration and Class Action Waiver section, whichever is later; otherwise, you will be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt-out of these arbitration provisions, Brassica Trust also will not be bound by them.
Changes to this Section: Brassica Trust will provide 30 days’ notice of any changes to this section by posting on the Website, sending you a message, or otherwise notifying you directly. Amendments will become effective thirty (30) days after they are posted on the Website or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the 30th day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.
Survival: This Arbitration and Class Action Waiver section will survive any termination of the Agreements.
GOVERNING LAW
You agree that: (i) the Platform will be deemed solely based in Wyoming; and (ii) the Platform will be deemed a passive one that does not give rise to personal jurisdiction over Brassica Trust, either specific or general, in jurisdictions other than Wyoming. The Agreements will be governed in all respects by the internal substantive laws of the State of Wyoming, without regard to its conflict of laws principles. For any dispute not subject to arbitration, you and Brassica Trust agree that all such claims or disputes arising in connection with the Platform will be decided exclusively by a court of competent jurisdiction located in Wyoming, and you consent to the personal jurisdiction of and venue in such courts and waive any and all jurisdictional and venue defenses or objections otherwise available.
ENTIRE AGREEMENT
The Agreements, together with these Terms, the Rules, and Brassica Privacy Policy and any other legal notices, amendments, and additional agreements or policies published by Brassica Trust on the Platform, will constitute the entire agreement between you and Brassica Trust concerning the Platform. The Agreements apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of the Agreements as written, you and Brassica Trust will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in full force and effect. In the event of any conflict between these Terms (or any portion thereof) and any agreement between Brassica Trust and you signed by you (including, without limitation, an Additional Agreement), the terms of the latter agreement will prevail.
CHANGE OF CONTROL
The Agreements, and any rights and licenses granted hereunder, may not be transferred, or assigned by you, but may be assigned by Brassica Trust without restriction. Any attempted transfer or assignment in violation hereof will be null and void. The Agreements bind and inure to the benefit of each party and the party’s successors and permitted assigns. In the event that Brassica Trust is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
RELATIONSHIP OF THE PARTIES
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Brassica Trust as a result of these Terms or use of the Platform. You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to these Terms.
HEADINGS
The section headings and summaries in these Terms are for convenience only and have no legal or contractual effect.
WAIVER
The failure of either Brassica Trust or you to insist upon or enforce strict performance of any of the provisions of the Agreements or to exercise any rights or remedies under the Agreements will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect, unless expressly waived in writing.
FORCE MAJEURE
Neither Brassica Trust nor you will be liable to the other for any delay or failure in performance under the Agreements arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
NOTICES
We may deliver notice to you by email, posting a notice on the Platform, or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received by mail at the address listed in the paragraph below.
CONTACT US
If you have any questions regarding these Terms, the Agreements, or the Platform, please contact us by email at help@brassicafin.com.