By accessing and using the Application in any manner, you represent that: (1) you have read, understand and agree to be bound by this Agreement, (2) you are of legal age to form a binding contract with Bamboo, (3) you are an individual user resident in one of the U.S. states listed on Annex A, and you otherwise meet the eligibility requirements listed in Section 2.1 of this Agreement; and (4) you have the authority to enter in the Agreement personally.
In connection with your use of the Application, you will be given the opportunity to receive services from certain third parties that are not affiliated with or under the control of Bamboo (each, a “Third Party Vendor” and such services, “Third Party Services”). Third Party Services are provided to you by the Third Party Vendors, and not Bamboo, under the terms of service specified by the applicable Third Party Vendor. With respect to certain Third Party Services, you must agree to the terms of service of these Third Party Vendors in order to receive any Services from Bamboo, as described in Section 5.2 to this Agreement. IT IS YOUR RESPONSIBILITY TO READ AND UNDERSTAND THE THIRD PARTY VENDOR’S TERMS OF SERVICE BECAUSE THEY CONTAIN TERMS AND CONDITIONS CONCERNING YOUR BAMBOO ACCOUNT, INCLUDING LIMITATIONS, REVERSALS, ARBITRATION PROVISIONS, AND YOUR RELEVANT RIGHTS AND LIABILITIES. If you do not agree to the terms of service for a Third Party Service, you will not have access to that Third Party Service, and in some cases this will result in you being unable to use some or all of the features the Bamboo Application.
Capitalized terms have the following meanings; some terms are defined within the body of the Agreement.
“Application” means any application for a mobile telephone, tablet, and/or other personal devices or computers through which we provide the Services (as may be modified by Bamboo from time to time), which is provided by Bamboo for installation on your personal device, together with all data and content therein provided by Bamboo, and all associated documentation provided in connection with the Services. The Application can be downloaded from the Apple App Store, Google Play Store, or any other app store from time to time.
“Assets” means such cryptocurrencies and other assets that we make available through the Application from time to time for you that you may invest in via your Bamboo Account.
“BAM” means the cryptographic asset known as BAM.
“Bamboo Account” means the account that Bamboo creates for you that permits you to access the Application and use the Services.
“Bamboo Content” means all data, information, graphs, charts, images, video, audio, and other content, in any format, that is available in the Application or included as a part of the Services, excluding User Content.
“Contributions” means Fiat Currency you determine to contribute to your designated bank account.
“Custom Portfolio” means the combination of different types of Assets made available through the Application which you nominate from time to time to invest in via your Bamboo Account and instruct us to manage.
“Fees” means the types and amounts of fees listed in the Settings Menu of the Application or set out in the FAQ of the Website from time to time and may include trading/exchange fees and asset management fees.
“Feedback” means any information that you provide to Bamboo regarding the operation of the Application or Services, and errors, problems, defects, or suggestions for changes and improvements to the Application.
“Fiat Currency” means any legal tender whose value is backed by the government that issued it and that we determine to use for the Services in our absolute discretion.
“Funding Bank Account” refers to the customer's linked account via Plaid from which we request ACH payments.
“including” and “includes” means “including but not limited to” and “includes but is not limited to,” respectively.
“Infrastructure” means utilities, the internet, cloud providers, and other networking and communication infrastructure and services operated by third parties, not under Bamboo’s control.
“Linked Properties” means a website, online application, or service operated by a third party that is not affiliated or controlled by Bamboo, which application or service operates outside of the Application and is the destination of a hyperlink included within the Application or any Service.
“Model Portfolio” means a pre-set combination of different types of Assets that we design and make available via the Application that you can nominate from time to time to invest in Assets through your Bamboo Account and instruct us to manage. We may consider a number of factors in relation to designing any Model Portfolio, including market capitalization, volume, or time in market.
“Proof of Solvency” means a cryptographic protocol that allows us to make publicly verifiable assertions about the status of any Assets you have invested in via your Bamboo Account.
“Rewards Program” means the Bamboo Rewards Program that is made available to users that have a Bamboo Account and who meet the eligibility criteria.
“Services” means the Services provided under this Agreement.
“User Content” means all information and data in any media and form that you input into the Application [or which is inputted from your Funding Bank Account(s) or Account(s).]
“Website” means Bamboo's Website.
“Withdrawal” means Fiat Currency you may withdraw from your linked bank account. “Withdraws” has a correlative meaning.
“You,” “your” and similar terms mean the individual person who is registered as the owner of a Bamboo Account and is associated with the name, email, and mobile telephone number and links to bank accounts supplied to Bamboo in connection with the Bamboo Account registration process.
2. Bamboo Account
- You must apply and register for a Bamboo Account to access our Application and Services. You can apply for a Bamboo Account via our Application.
- By using our Services to send or withdraw funds to your linked accounts or wallets, including, but not limited to your Funding Bank Account(s) and Account(s), you authorize us to debit and/or credit the account or wallet indicated by you for the amount and on the date provided by you. Furthermore, you acknowledge your responsibility for ensuring the accuracy for all payment instructions provided to Bamboo through your use of the services.
3.1 License to Use Application
During the term of this Agreement (the “Term”), subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable license to use the Application (in object code format only), solely for your personal use to:
- make Contributions to your bank account;
- provide directions for us to use the Contributions to invest in Assets including through the use of a Custom Portfolio or a Model Portfolio;
- provide directions for us to sell all or some of your investment in Assets; and
- request the withdrawal of Fiat Currency from your bank account up to the value of your current balance in your bank account;
3.2 Necessary Equipment and Software
- The Application is solely licensed for, and may only be used on, the particular personal device that you own or control and on which you downloaded the Application, provided such device meets the requirements specified by Bamboo as suitable for use with the particular version of the Application. You are solely responsible to provide and maintain such device and all other equipment and software necessary to connect to use the Application and Services, and Bamboo has no responsibility for such equipment or software, including the performance thereof or compatibility with the Application and Services. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing or using the Application and Services.
- You are solely responsible for the security of the device used to access the Application and Services, including ensuring that you install all patches and updates to the operating system and other third-party software, and otherwise protect the device on which the Application is installed against malware. Bamboo is not responsible for any loss or damages, including loss of funds or lockout from accounts accessed via the Application, resulting from the failure of third-party software, internet connectivity, or your failure to keep the device on which the Application is installed safe and free of malware.
4.1 Our Services
The services that relate to our mobile application are as follows:
- purchase Assets equal to your investment in Assets made in accordance with Section 3.1, including through use of a Model Portfolio or Custom Portfolio;
- hold and retain all legal title to the Assets that we purchase, which Assets will be maintained in secure storage;
- provide you with information about your transactions on the Application and the Assets that we hold in relation to your investments, including providing Proof of Solvency;
- design and make available one or more Model Portfolios via the Application;
- manage your investment in Assets in accordance with your directions, including on the Model Portfolios or Custom Portfolio;
- sell your investment in Assets equal to the amount of any sell request at your direction and/or deposit the resulting proceeds as Fiat Currency into your bank account, less our Fees, within one (1) business day. You agree that you are only entitled to request the selling of your investment in Assets. You do not have any legal title to, rights of ownership, or beneficial interest in the Assets.
- You have no entitlement to request the transfer or withdrawal of any Assets outside of the Application.
5. Conditions and Requirements
5.1 Third-Party Services
In connection with your use of the Application, you will have the opportunity to receive certain Third Party Services from certain Third Party Vendors that are not affiliated with or under the control of Bamboo. Third-Party Services are provided to you subject to the terms of service specified by the Third Party Vendor, and prior to and in order to receive such Third Party Services you will be required to agree to such terms of service, which will be presented for your agreement either in an Annex to this Agreement or an online agreement that you will be required to execute prior to accessing the Third Party Service. IT IS YOUR RESPONSIBILITY TO READ AND UNDERSTAND THE THIRD-PARTY VENDOR’S TERMS OF SERVICE BECAUSE THEY CONTAIN TERMS AND CONDITIONS CONCERNING YOUR BAMBOO ACCOUNT, INCLUDING LIMITATIONS, REVERSALS, ARBITRATION PROVISIONS, AND YOUR RELEVANT RIGHTS AND LIABILITIES. Each of the Third Party Services is provided by a Third Party Vendor, and not by Bamboo and you agree that each Third Party Vendor, and not Bamboo, is responsible for its Third Party Services. If you do not agree to the terms of service for a Third Party Service, you will not have access to that Third Party Service, and in some cases, this will result in you being unable to use some or all of the features of the Bamboo Application. If you fail to comply with a third party's terms of service, your use of the applicable Third Party Service may be suspended or terminated.
5.2 Required Third-Party Services
In order to receive any Services from Bamboo, you must agree to each of the Third Party Vendor terms of service set out and/or referenced in this Section 5.2, the terms of which are incorporated herein. By executing this Agreement, you hereby agree to such terms of services, which form a binding agreement between you and the applicable Third Party Vendor. Bamboo is acting as an agent solely for the purpose of securing your agreement to such Third Party Vendor’s terms of service. If you do not agree to and do not comply with, such terms of service, you will be unable and are not permitted, to use the Services or the Application.
Electronic Fund Transfers (EFTs) and Account Balances. Bamboo 1 Limited partners Sila Inc. (Sila), a financial software provider between banks, investment advisors, and Bamboo 1 Limited to provide certain banking services (e.g. bank transfers or accounts) to you as an agent of our banking services provider, Evolve Bank & Trust (Bank), member FDIC. Sila is the service provider of Bank solely for the purpose of enabling you to open a deposit account with Bank (“Account”) utilizing our Services. Any Account opened through use of our Services is governed by the deposit account agreement you have with Bank. Bank has no obligation, liability or other responsibility for the Services hereunder and such Services will be governed by these Terms of Service. By registering, linking your external bank account, and authorizing any electronic payment, you also agree to Sila’s terms of service, https://www.silamoney.com/legal/terms-of-service, acceptable use policy, https://www.silamoney.com/legal/acceptable-use-policy, and electronic communications consent, https://www.silamoney.com/legal/sila-electronic-communications-consent (altogether, the “Partner Terms”). You must comply with the Bank’s deposit account agreement and the Partner Terms when creating or using your account with Bamboo 1 Limited. These Terms of Servicemay be modified from time to time, and the governing versions are incorporated by reference as part of the Terms of Service. IT IS YOUR RESPONSIBILITY TO READ AND UNDERSTAND THE PARTNER TERMS BECAUSE THEY CONTAIN TERMS AND CONDITIONS CONCERNING YOUR BAMBOO ACCOUNT WITH US, INCLUDING BUT NOT LIMITED TO LIMITATIONS, REVERSALS, MANDATORY ARBITRATION, AND YOUR RELEVANT RIGHTS AND LIABILITIES.
5.3 Funding Bank Account Interactions
We may interact with your Funding Bank Account in the following ways:
- receipt of “round-ups” of payments you make to your bank account;
- making Contributions to your bank account; and
- to receive any Withdrawal of Fiat Currency from your bank account.
5.4 One Fiat Currency per Account
Unless we agree otherwise in writing, you may only instruct us to make Contributions to and receive Withdrawals from your Funding Bank Account in one Fiat Currency. If you wish to transact with us in more than one Fiat Currency, you must open a separate Funding Bank Account for each Fiat Currency.
5.5 Rewards Program
- Bamboo may offer a program within the Application and Services through which certain rewards will be paid to you by Bamboo by allocating an additional investment in an Asset in your Bamboo Account equal to the value of the reward detailed in the Application (“Rewards Program”). Bamboo does not provide cash rewards.
- The details of the Rewards Program, including how you can participate, any eligibility requirements, and the type and amount of any rewards, will be listed in our Application if Bamboo decides to offer the Rewards Program.
- Bamboo may amend the details of the Rewards Program at any time by providing you with fourteen (14) days prior notice via the Application. If you continue to use the Application and Services and participate in the Rewards Program, you are deemed to have accepted the change to the Rewards Program.
- Any rewards that are issued will form part of your investment in Assets. You may direct us to redeem any investment in Assets resulting from the Rewards Program in accordance with Section 4.2.
- You acknowledge and agree that the Rewards Program is an optional program designed to offer additional benefits to the loyal users of the Application and Services, and we are not liable for any loss that you may incur as a result of your failure to meet the eligibility criteria and not participating in the Rewards Program. You agree and acknowledge that the referral and rewards program is sponsored and honored by Bamboo and not any of Bamboo's partner financial institutions.
5.6 Referrals and Promotions
- We may hold promotions from time to time and we will publish the applicable terms and conditions for any promotion on our Website at Promotions.
- If you are participating in a promotion for referrals, you acknowledge and agree to the terms of that promotion by making a referral using the unique code via your Bamboo Account or any other way we make available to you from time to time.
You acknowledge and agree that:
- neither this Agreement nor the holding of the Assets by Bamboo creates a fiduciary relationship between Bamboo and you;
- Bamboo is not a bank, a financial institution, or a checking or savings account and does not provide investment or financial advice or consulting services to users of the Application and Services;
- Bamboo and the Assets are not covered by insurance or against losses;
- we may lend, sell, pledge, hypothecate, assign, invest, use, commingle, or otherwise dispose of the Assets to third parties or hold the Assets with third parties;
- you are solely liable for any losses in relation to the Assets;
- Bamboo’s liability is limited under Section 9 of this Agreement; and
- we are solely the provider of the Application and Services.
The Application and Services are evolving, and you may be required to accept or install updates to the Application, or update third-party software (i.e., browsers or OS) in order to keep using the Application or Services or access their latest features, including security updates. We may update the Application and Services at any time, without providing notice.
6.1 Acceptance of Fees
You agree to pay the Fees on the terms set out in the Settings Menu of the Application or set out in the FAQ of the Website, and authorize Bamboo to collect those Fees from you in accordance with this Section 6.
See our fee structure below.
A deposit/withdrawal flat fee applies when the amount is:
- Less than or equal to $100, the fee is $1.49.
- More than $100 but less than or equal to $250, the fee is $2.49.
- More than $250 but less than or equal to $500, the fee is $3.99.
- More than $500, the fee is 0.8%.
6.2 Unit of Fees
All Fees are calculated in Fiat Currency.
6.3 Fees Subject to Change
Bamboo may change the Fees at any time by providing fourteen (14) days prior notice by email to the address provided in your Bamboo Account profile. By using the Application after the notice takes effect you are deemed to have accepted the changed Fees.
7. Limitations and Restrictions
7.1 Security of Bamboo Account
- We will not be liable to you for acting upon, implementing, or otherwise following any instruction we receive through your Bamboo Account, irrespective of whether such instruction was not authorized by you, or if it was entered by mistake, or if it was otherwise inaccurate. You are responsible for ensuring that your Bamboo Account is secure at all times and that instructions provided by you to Bamboo are accurate.
- We are not responsible or liable for any unauthorized access to, or use of, your Bamboo Account, even where you may not be aware of such unauthorized access, except to the extent we have failed to take reasonable steps to secure the Application to the extent expressly required hereunder or under applicable law. You are responsible for all uses of the Application and Services by any person using your log-in credentials or passwords as a result of your failure to use reasonable security precautions, even if that use was not authorized by you.
7.2 Risks of Using the Application and Services
By using the Application and the Services, you acknowledge, understand, and accept the following:
- You will not have any legal title to, rights of ownership, or beneficial interest in any of the Assets that are held as part of your investment.
- Your Contributions will be used by us to purchase and hold the Assets equal to your investment. You will only be entitled to any proceeds that are made from the sale of the Assets at your direction. At no time will you be able to transfer any of the Assets (including moving cryptographic assets off the platform).
- The trading of cryptographic assets involves significant risk. Although you are not directly trading in any cryptographic asset, there is still risk attached to us using your Contribution to trade in cryptographic assets equal to your investment.
- Prices can and do fluctuate on any given day. Due to such price fluctuations, you may increase or lose value in Assets that we are holding as part of your investment at any given moment. Any currency – crypto or not – may be subject to large swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling, or trading anything on a market.
- We will make commercially reasonable efforts to act on your directions promptly and to conduct trades following your directions at the market rate available for those Assets at the time the trade is made on the exchange chosen by us. There is a risk that the value of your investment in Assets on the Application will differ from the market price due to rapid movement in the market value. We will not be liable for any price variation due to market volatility or delays that are not within our control.
- Cryptographic asset trading also has special risks not generally shared with conventional currencies or goods or commodities in a market. Unlike most currencies, which are backed by governments or other legal entities, or by commodities such as gold or silver, cryptographic assets are a unique kind of “fiat” currency, backed by technology and trust. There is no central bank that can take corrective measures to protect the value of cryptographic assets in a crisis or issue more currency.
- Cryptographic assets are an as-yet autonomous and largely unregulated worldwide system of cryptographic assets and individuals. Traders put their trust in a digital, decentralized, and partially anonymous system that relies on peer-to-peer networking and cryptography to maintain its integrity.
- Cryptographic asset trading is susceptible to irrational (or rational) bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse in cryptographic assets because of unexpected changes imposed by software developers or others, a government crackdown, the creation of superior competing alternative currencies, or a deflationary or inflationary spiral.
- Confidence might also collapse because of technical problems: if the anonymity of the system is compromised, if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling. There may be additional risks that we have not foreseen or identified in this Agreement.
- We use our banking Third Party Vendors in order to receive Fiat Currency and remit the value of your Assets to you once they have been sold. Our banking Third Party Vendors do not transfer cryptocurrencies, exchange cryptocurrencies, store cryptocurrencies, or provide any services in connection with cryptocurrencies.
- We make commercially reasonable efforts to store the Assets equal to your investment in safe storage. However, the Assets may be compromised or lost as a result of events outside of our control, including those in Section 9.3.
- You acknowledge and agree that the Assets are owned by Bamboo, and in the event Bamboo becomes insolvent you do not have any legal rights to the Assets and the value of your investment may not be repaid in full, and any Assets that are held by Bamboo will be distributed in accordance with any applicable insolvency laws.
- You should carefully assess whether your financial situation and tolerance for risk is suitable for using the Application and engaging our Services.
7.3 Requirements for Use of the Services
You agree to:
- maintain and protect the confidentiality and security of your Bamboo Account (including your log-in credentials, passwords, linked bank account, email address, and any information you have provided in connection with your Bamboo Account);
- maintain and promptly update any information in your Bamboo Account and the Application to keep it accurate, current and complete at all times;
- promptly notify us if you become aware of or reasonably suspect any security breach, including any loss, theft, or unauthorized disclosure or use of your access login or password;
- use, or otherwise access in connection with your use of, the Application only in accordance with laws, rules, regulations, statutes, codes, ordinances, orders, or guidelines of any governmental entity the laws of which are applicable to you;
- be solely responsible and liable for all activity that you engage in through your Bamboo Account; and
- comply in all respects with all applicable requirements of the Third Party Vendors that you access or subscribe to in connection with your Bamboo Account.
7.4 Restrictions on Use
You must not (and will not permit any third party to):
- authorize any other person or entity to access or use, including through the use of any log-in credentials or passwords assigned to you, your Bamboo Account, or the Application at any time;
- sell, loan, assign or otherwise transfer your Bamboo Account to any other person;
- open a Bamboo Account in a name that is not yours, use a temporary phone number, or provide any other falsified personal information;
- use, copy, modify, translate, adapt, merge, create derivative works of, distribute, sell, assign, pledge, sublicense, reproduce, lease, loan, rent, timeshare, deliver or otherwise transfer the Application or Bamboo Content, or any portion thereof, except in accordance with this Agreement;
- derive or attempt to derive the source code of, reverse engineer, decompile, disassemble, or translate all or any portion of the Application by any means;
- access the Application or Services in order to build a similar or competitive application, platform, services, or software;
- access the Application or Services through any means other than those specified by Bamboo;
- circumvent (or attempt to circumvent) any access restrictions or security measures incorporated by Bamboo into the Application or Services;
- take any action or make available any content on or through the Application or Services that:
- infringes any intellectual property rights of any person or entity;
- is unlawful, threatening, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or offensive;
- is unauthorized or unsolicited advertising, junk or bulk e-mail;
- involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- impersonates any person or entity, including any employee or representative of Bamboo;
- interferes with the proper functioning of the Application or Services;
- engages in any potentially harmful acts directed against the Application or Services, including violating any security features of the Application or Services, introducing viruses, worms, or similarly harmful code into the Application or Services; or
- is not compliant with any U.S. or international securities laws; or
- use the Application or Services for any unlawful, fraudulent, or improper activity, including terrorist financing, money laundering, illegal gambling, distributing or funding drugs or malicious hacking, or otherwise in a manner for which the Application or Services have not been designed, including for any experimental, testing or research purposes.
7.5 User Content
7.6 Services Provided by Third Parties
Bamboo is not providing or responsible for and does not make any representations with respect to, the products or services of Third Party Vendors and Linked Properties, and you use such third-party products or services at your own risk. Your access to and use of such third-party information, products, or services are subject to the terms and conditions (including privacy policies) associated with that third party. You should review the applicable terms and policies of such third parties and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Bamboo is not liable, and you agree not to seek to hold Bamboo liable for the conduct of Third Party Vendors or Linked Properties, and that in each case, the risk of injury from such third parties rests entirely with you. We will warn you when you click on a hyperlink to a Linked Property and that your activity is now governed by the terms and conditions of that third party.
8.1 Bamboo Property
Bamboo delivers the Application via download from the Apple App Store, Google Play Store or any other app store from time to time. Bamboo will not provide you with any tangible copy of the Application. You agree that Bamboo and its licensors and suppliers own all rights, title and interest in the Application, Services, Bamboo Content and Feedback, including all copyright, patent, trade secret, and all other intellectual and industrial property rights therein (collectively, “Bamboo Property”). You have no rights in or to any Bamboo Property, other than the limited rights granted hereunder to access and use the Application installed on your device. Nothing in this Agreement shall be construed to restrict or limit Bamboo’s ability to utilize the Bamboo Property for any purpose.
Bamboo™ and other related graphics, logos, service marks, and trade names used on or in connection with the Application and Services are the trademarks of Bamboo and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks, and trade names that may appear on or in the Application or Services are the property of their respective owners.
8.3 Bamboo Content
Bamboo grants you a limited license to reproduce portions of Bamboo Content solely as required to use the Application and Services for your personal purposes. You agree not to frame or enclose any (a) trademark, logo, or other Bamboo Content, (including images, text, page layout, or form); (b) use or display any metatags or other “hidden text” using Bamboo name or trademarks; (c) copy, reproduce, distribute, republish, download, create a database of, display, post or transmit any Bamboo Content except as expressly permitted herein; or (d) remove or destroy any copyright notices or other proprietary markings contained on or in the Application, Services or Bamboo Content.
You hereby assign to Bamboo all rights, title, and interest, including any and all intellectual and industrial property rights, in and to all Feedback, and agree that Feedback may be used and retained by Bamboo in any manner it wishes, including incorporating it into and using it in connection with its products and services.
8.5 User Content
You agree that, subject to the limited license granted to Bamboo under this Section 8.5, you retain all right, title and interest, including any and all intellectual and industrial property right, in and to the User Content. By posting, displaying, sharing or distributing User Content on or through the Application or Services, you grant us a nonexclusive license to use the User Content to the extent necessary to:
- provide the Services and support your use of the Bamboo Account;
- comply with regulatory requirements under applicable law; and
- improve the Application and Services.
8.6 Permitted Disclosures
9. Limitations of Liability
9.1 No Warranties
THE APPLICATION AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND BAMBOO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE APPLICATION AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TIMELINESS, PERFORMANCE, AVAILABILITY, ACCURACY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ALL RISK OF USE OF THE APPLICATION AND SERVICES RESTS ENTIRELY WITH YOU.
9.2 Functionality and Availability
Without limiting Section 9.1, you acknowledge and agree that:
- Bamboo does not warrant that the Application will operate correctly, will be available 100% of the time, will function without interruption, or that it is error-free;
- Bamboo does not warrant that there will be no delays, failures, errors omissions of loss of transmitted information;
- Bamboo may suspend your use of the Application for maintenance and will endeavor to give you reasonable notice of the suspension. This may not be possible in an emergency;
- Bamboo does not warrant that the Application will be able to access all Third Party Vendor platforms for the duration of this Agreement; and
- there are inherent risks in internet connectivity and in maintaining your data in a remote server and software network (i.e., cloud-based) environment that could result in interruptions in services, loss or corruption of data, loss of your privacy and property, disclosure of your confidential information, hacking or other unauthorized third party access to such information, and Bamboo is not responsible to you for any such results.
9.3 Force Majeure
- Bamboo is not liable for any failure to provide, or delay in providing the Application or the Services if the failure or delay arose from a cause beyond Bamboo’s reasonable control, including an act of God, strike, lockout, other industrial disturbance or labor difficulty, war, act of public enemy, blockade, revolution, riot, insurrection, civil commotion, lightning, storm, flood, fire, earthquake, explosion, embargo, epidemic, pandemic, quarantine, unavailability or failure of any essential equipment, materials or Infrastructure, unavoidable accident, lack of transportation, or anything done or not done by or to a person, government or other competent authority other than Bamboo.
- Bamboo will use commercially reasonable efforts to mitigate the consequences of the events in Section 9.3(a). If the cause and the resulting failure or delay lasts for more than three (3) months, Bamboo is entitled to end this Agreement immediately by giving you written notice.
You acknowledge and agree that the disclaimer of warranties and the limitations on liability and limited remedies in this Section 9 are a fundamental element of Bamboo’s agreement to provide the Application and Services to you, and Bamboo would not be able to provide the Application or Services to you without these limitations.
9.5 Limitation of Liability
- Our aggregate financial liability to you for all loss or damage incurred by you, arising out of or in connection with this Agreement, or your use of the Application and Services under this agreement, shall not exceed the total aggregate Fees actually paid by you to Bamboo under this Agreement in the twelve (12) month period immediately preceding the event giving rise to any such loss or damage.
- YOU ARE SOLELY RESPONSIBLE FOR ALL INCOME AND OTHER TAXES ARISING FROM YOUR BAMBOO ACCOUNT AND INVESTMENTS MADE ON OR THROUGH THE APPLICATION.
- IN NO EVENT WILL BAMBOO BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA, OPPORTUNITY, OR CRYPTOGRAPHIC ASSETS; INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; OR LOSSES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE APPLICATION OR SERVICES, WHETHER OR NOT BAMBOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED.
- To the full extent permitted by applicable law, you agree to indemnify and hold harmless Bamboo, its parents, subsidiaries, affiliates, officers, employees, agents, partners, third-party servicer and providers, including any of our bank partners and licensors (collectively, the “Bamboo Parties”) against any action, liability, cost, claim, proceeding, loss, damage, award, or expense (“Loss”) related to any claim, proceeding, suit or action bought by a third party against Bamboo Parties, and caused by your use of the Application and Services, violation of applicable law, gross negligence or willful misconduct; except where such Loss would not have arisen but for Bamboo Parties’ fraud, gross negligence or material breach of this Agreement.
- Bamboo is not obligated but may, at its own cost, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Bamboo in asserting any available defenses.
This Agreement applies at all times to your access to and use of the Application and Services. This Agreement shall commence on the date you open a Bamboo Account and shall operate until terminated in accordance with this Section 10.
- You may terminate this Agreement at any time.
- take any action or make available any content on or through the Application or Services that:
- redeem all investments in the Assets and pay our Fees in respect of those redemptions; and
- transfer to your bank account linked to the Bamboo Account any Fiat Currency credited to your Bamboo Account, less our Fees.
- If you terminate this Agreement, you will need to separately turn off any round-ups and/or recurring Contributions from your linked bank account(s), which you have set up in connection with your Bamboo Account.
- you breached any of our intellectual property rights or those of any third parties;
- you gained or otherwise attempted to gain unauthorized access to the Application, Services, or another user’s Bamboo Account or provided assistance to others attempting to do so;
- you failed to pay Fees due;
- you attempted to overcome any of the security features;
- you attempted to use the Application Services or Bamboo Account to perform any illegal or otherwise prohibited activities including; money laundering; illegal gambling operations; financing terrorism; funding drugs; and malicious hacking;
- we reasonably suspect that you committed any of the foregoing acts;
- there is an unexpected technical or operational difficulty; or
- there is a request by a government or law enforcement agency.
- If Bamboo suspends, restricts, limits, or terminates your access to the Application or Services pursuant to the above, Bamboo will use commercially reasonable efforts to give you advance notice of pending suspension of at least twelve (12) hours, unless Bamboo determines, in its reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect Bamboo, its users, or others. Bamboo will not be liable for any claims or damages of any kind arising out of a reasonable suspension of the Application or Services under this Section 10.2. Bamboo may maintain a suspension of the Application or Services for as long as reasonably necessary to address risks to the Application, Services or any content thereof.
If Bamboo becomes aware of any possible violations by you of any provision of this Agreement, Bamboo may investigate such violations, at its sole discretion, and take any of the actions set forth in Section 10.2 above. You must fully cooperate with us in our investigations or request for information following any actual or suspected, improper, unlawful, or fraudulent access to or use of your Bamboo Account or any other Bamboo Account.
10.4 Cessation of Use
Upon termination of this Agreement, you agree that:
- You will not be able to access the Application for any purpose whatsoever, including to view User Content or Feedback; and
- You will pay Bamboo all unpaid Fees.
The following provisions will survive the termination of this Agreement: Sections 1, 5.7, 6, 7.2, 7.4, 7.6, 8, 9, 10.3, 10.4, 11, and 12.
11. Dispute Resolution
11.1 Governing Law and Jurisdiction
This Agreement is governed by the laws of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction. With respect to any dispute or claim arising out of or related to your use of the Application and Services and/or this Agreement or the interpretation or enforcement thereof, including any dispute as to breach or termination of the Agreement or as to any claim in tort, in equity or pursuant to any statute (a “Dispute”), such claim shall be resolved by arbitration in accordance with this Section 11 (provided that for any Dispute that is deemed to be non-arbitrable, the federal and state courts located in New York, New York shall have exclusive jurisdiction, and each party hereto submits to personal jurisdiction such courts and waives any claim that it is a non-convenient forum). YOU AND BAMBOO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO A TRIAL BY JURY.
11.2 Escalation and Negotiation
Notwithstanding the foregoing, a party to the Agreement may not commence any arbitral or court proceedings relating to the Dispute unless it has first complied with the escalation and negotiation obligations as provided in this Section 11, except where the party seeks a preliminary injunction or other urgent interlocutory relief. A party to this Agreement claiming that a Dispute has arisen under or in relation to this Agreement must give written notice to the other party to this Agreement specifying the nature of the Dispute. On receipt of that notice by that other party, the parties must promptly meet (including by videoconference) and endeavor to resolve the Dispute expeditiously through negotiations. If the parties are unable to negotiate a resolution of the Dispute [within sixty (60) days of the Dispute notice], then either party can issue a notice to commence arbitration in accordance with Section 11.3.
Subject to Section 11.2, you agree that any Dispute will be resolved solely by binding arbitration as set forth in this Section 11.3 (the “Arbitration Agreement”). The arbitration will be conducted by JAMS. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in [New York, New York]. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All arbitration pleadings and proceedings will be conducted in English. Disputes will be resolved by a single arbitrator appointed in accordance with the JAMS rules. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision in English describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Bamboo. BY AGREEING TO THESE TERMS, INCLUDING AGREEING TO ARBITRATION WITH BAMBOO AND NOT OPTING OUT AS PERMITTED HEREUNDER, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST BAMBOO ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, YOU MAY BRING YOUR CLAIMS AGAINST BAMBOO IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS, INCLUDING THIS ARBITRATION AGREEMENT.
12.1 Updates to This Agreement
- Changes. Bamboo may change in our sole discretion this Agreement at any time to reflect (i) changes in applicable law, (ii) changes or new functionality of the Application or Services, or (iii) updates to your Bamboo Account.
- Notice of Changes. You will receive notice of any change to the Agreement, which notice may also be provided in the form of a hyperlink or pop-up notification on the login page of the Application. You will be deemed to have accepted the updated Agreement if you continue to use the Application after receiving the notification.
Changes will be effective seven (7) days after they are provided to you. By continuing to use the Application and/or Services following the release of an updated Agreement, you consent to such an updated Agreement. If you do not want to agree to any changes made to this Agreement, you may terminate this Agreement by providing a written notice of termination to Bamboo.
You acknowledge and agree that Bamboo may elect to delegate to a third party retained by or contracted with Bamboo to assist Bamboo to furnish, and or itself furnish, all or part of the Services (each, a “Subcontractor”). For the avoidance of doubt, the term Subcontractor does not include a Third Party Vendor or a provider of Infrastructure. You agree that a Subcontractor may access and use User Content, including any Personal Information (defined below), as permitted hereunder to assist Bamboo to provide the Services. Bamboo shall at all times remain fully responsible and liable for the compliance by any Subcontractor with the terms and conditions of this Agreement.
Except as otherwise provided herein, a notice, consent, information, application, or request that must or may be given or made to a party under this Agreement (a “Notice” or “notice”) is only given or made if it is in writing and either delivered or mailed to that party at the street address listed in the Bamboo Account or emailed to that party, which, in your case, is the email address listed in the Bamboo Account. You agree to keep your current street address and email address updated in the Bamboo Account.
12.5 Entire Agreement
This Agreement contains everything the parties have agreed in relation to the matters it deals with. No party can rely on an earlier document, or anything said or done by another party, or by a director, officer, agent or employee of that party, before this Agreement commenced, except as permitted by law. This Agreement supplants and supersedes any previous written or oral negotiations or preliminary agreement between the parties, which ceased to be legally effective from the date on which the parties enter into this Agreement.
If a clause or part of a clause of this Agreement can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Agreement, but the rest of this Agreement is not affected.
12.7 Assignments and Variations
You must not assign any of your rights or obligations under this Agreement without the prior written consent of Bamboo. No amendment or waiver of the Agreement will be of any force or effect unless it is in writing and signed by the parties to this Agreement.
12.8 Export Control
You may not use, export, import, or transfer the Application or Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Application or Services, and any other applicable laws. In particular, the Application or Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Application or Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services, or technology provided by Bamboo are subject to the export control laws and regulations of the United States.
US States Available:
- New Hampshire