Synaps Hub Terms
Dated July 2024
These Synaps Hub Terms (the “Synaps Hub Terms”) supplement, and form part of, our standard T&Cs, as updated, changed or amended from time to time, the current version of which is located here. Accordingly, capitalised terms used, but not defined in these Synaps Hub Terms, have the meanings set out in the T&Cs. These Synaps Hub Terms govern (i) Users access to private sales of digital tokens (each, a “Token Offering”); and (ii) the use of our identity verification and related services by token offerors (each, a “Token Offeror”), in the conditions set forth herein (the “Synaps Hub Services”). By accessing or using our Synaps Hub Services (whether as a User or a Token Offeror) you agree to be bound by these Synaps Hub Terms which may be changed, supplemented or updated from time to time at our sole discretion, with or without prior notice to you. If you do not agree with such changes, modifications or updates, please do not use the Synaps Hub Services. Your continued use of the Synaps Hub Services will confirm your acceptance to the Synaps Hub Terms the latest version of which is available here. The General Terms set forth below apply to all customers, in addition to the “User Terms” for Users or the “Token Offeror Terms” for Token Offerors.
User terms
1. Users Eligibility
1.1. You may not access or use the Synaps Hub Services if you are under 18 years old or do not qualify as an adult in your home jurisdiction.
1.2. Eligibility to access the Synaps Hub Services or successful identity verification does not guarantee your eligibility or ability to effectively participate in any particular Token Offering. In particular, you may not be allowed to participate in a Token Offering if you do not satisfy all the requirements set forth by the Token Offeror for its Token Offering. Token Offerors have full discretion to set their selling restrictions and to decide whether or not to allow Users to invest in their Token Offering. For example, you may be prohibited to participate in a Token Offering if you are a resident, a citizen or simply located in a particular jurisdiction, as defined in each Token Offering terms. You are solely responsible for ensuring that you meet all eligibility criteria set forth by the Token Offeror prior to investing in any Token Offering. Information in relation to a Token Offering displayed on Synaps’ webpages are provided for your convenience only and are not binding. The comprehensive Token Offering Terms are posted on the Token Offeror’s website.
1.3. In all cases, investing in Token Offerings requires User to provide all information and documents necessary for identity verification purposes, under the terms and conditions set forth in our standard T&Cs.
1.4. Duly verified Users must carefully read, understand and agree to the terms and conditions applicable to a Token Offering prior to investing, and we strongly recommend them to get acquainted with all materials posted by the Token Offeror in relation to their Token Offering, su3ch as communication materials (including any whitepaper). Synaps will not conduct any due diligence on Token Offerors or their Token Offerings. Users are solely responsible for conducting their own due diligence and to ensure that their forthcoming investment in any Token Offering is appropriate. You acknowledge and understand that you may lose all or part of your investment without any recourse or refund should you decide to invest in any Token Offering. Do not invest in a Token Offering if you do not fully understand the details of the offer or the risks associated with such investment.
Synaps is not a crowdfunding platform, an investment firm or a crypto-asset service provider. Synaps’s role is solely limited to verify Users’ identity on behalf of select Token Offerors. Synaps does not collect funds on behalf of Users or Token Offerors, at any stage. Synaps makes no warranty, guarantee or representation whatsoever, whether express or implied, to Users with respect to any Token Offering. Synaps will not conduct any assessment, analysis or due diligence as to the quality, fitness for purpose or else with respect to Token Offerors or their Token Offerings.
2. Access to and Use of the Synaps Hub Services
2.1. If you were directed to the Synaps Hub Services by the Token Offeror through a URL link, you should be directed to the Token Offeror’s dedicated identity verification page on Synaps. If you are visiting the Synaps Hub Services on your own initiative, you may select a dynamic mode to view ongoing Token Offerings based on the criteria you have selected in your filter options. In all cases, investing in Token Offerings requires you to create a dedicated account (your « Synaps Hub Account ») and be duly verified. This means that, as a User, you may start investing (i) immediately, to the extent we have previously verified your identity in accordance with the terms set forth in our standard T&Cs, and your information on file with us is sufficiently up-to-date; or (ii) after successfully passing our identity verification process, including by updating your identity information or documents, as required in our T&Cs.
3. User Acknowledgements, Representations and Warranties
3.1. You acknowledge and agree that:
3.1.1. You invest in Token Offerings at your entire and exclusive risks;
3.1.2. Synaps will, in no instance and at no time, safeguard, maintain custody, hold, control or store any crypto-asset on your behalf and you will therefore have to gain sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology prior to investing in any Token Offering;
3.1.3. Synaps is not a digital asset service provider, a payment service provider, a money transmitter, a money services business, an electronic money issuer, bank or other banking, credit or payment institution; and
3.1.4. Synaps will not conduct any assessment, analysis or due diligence as to the quality, fitness for purpose or else with respect to Token Offerors or Token Offerings. You are solely responsible for conducting your own due diligence and ensure that your investment in a Token Offering is appropriate, including without limitation by reading and understanding the whitepaper published in relation to such Token Offerings.
3.2. You represent and warrant to Synaps that:
3.2.1. You are an adult who has legal capacity to enter into Token Offerings;
3.2.2. If you act on behalf of a legal person, you are fully vested with the powers to represent it for the purposes of executing and performing all obligations under these Synaps Hub Terms;
3.2.3. You will abide by all the terms and conditions applicable to Token Offerings in which you will invest and such investments will not constitute a breach of applicable laws and regulations; and
3.2.4. You will promptly provide to Synaps, upon request, proof of identity and/or such other information or documents that Synaps may request from time to time in connection with the performance of these Synaps Hub Terms.
4. Data Protection
4.1. To understand how and why we process your personal data within the meaning of Article 4, point (1), of Regulation (EU) 2016/679 (GDPR) please refer to our privacy policy.
5. Contact us
5.1. If you have any concern about a Token Offering or you would like to report harmful content included in a Token Offering, please write to us at [email protected].
Token offeror terms
1. Token Offeror Eligibility
1.1. Although Synaps will not assess the quality of any Token Offering prior publication, we reserve the right to refuse to publish any communication material, information or documents (“Token Offering Content”) or we may remove such Token Offering Content at our sole discretion, with or without reason, including without limitation if we consider that your Token Offering Content is harmful to our Users, discriminatory, defamatory, illegal, infringes third-party copyrights or other rights or contrary to public safety or security.
1.2. You are fully responsible for defining the purchaser’s eligibility criteria applicable to your Token Offering (including any geographic and/or personal restrictions).
2. Access to and Use of the Synaps Hub Services
2.1. You may start using the Synaps Hub Services as a Token Offeror as soon as you have successfully created your « Token Offerings Account », which may take up to 48 hours, and paid the applicable Fees (as defined below).
3. Fees
3.1. The Synaps Hub Services will be charged in accordance with the pricing plan described in Annex 1.
4. Representations And Warranties
4.1. You represent and warrant to Synaps, on a continuing basis that:
4.1.1. The Token Offeror you represent is duly incorporated, established or constituted and validly existing under the laws of its country of incorporation, establishment or constitution (as applicable).
4.1.2. You have full authority and capacity to enter into these Synaps Hub Terms on behalf of the Token Offeror you represent, as authorised under its constitutional documents.
4.1.3. These Synaps Hub Terms constitute legal, valid and binding obligations, enforceable in accordance with its terms.
4.1.4. You have not entered into these Synaps Hub Terms in reliance upon any information, representations or assumptions (whether made orally, in writing or otherwise) which may have been given by Synaps, save as may be specifically set out in writing in these Synaps Hub Terms.
4.1.5. Insofar as you are aware, the Token Offeror is not under investigatory or regulatory review or proceedings taking place, pending, anticipated or threatened against it.
4.1.6. The Token Offeror you represent is duly authorised to make Token Offerings.
5. No Representation and Warranties
5.1. Synaps makes no representations, warranties, or guarantees to you of any kind. The Synaps Hub Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose.
General terms
6. Indemnification
6.1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Synaps and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Indemnified Parties”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by an Indemnified Party or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) arising from or relating to (i) the performance or non-performance of your obligations under these Synaps Hub Terms, (ii) your breach or violation of these Synaps Hub Terms, (iii) any inaccuracy in any representation or warranty made by you, (iv), and/or (v) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to Synaps under applicable law.
7. Disclaimers
7.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (i) THE Synaps Hub Services ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE Synaps Hub Services (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (ii) WE DO NOT REPRESENT OR WARRANT THAT THE Synaps Hub Services ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (iii) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8. Limitation of Liability
8.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT WHEN DUE TO THE GROSS NEGLIGENCE,
FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF SYNAPS: (I) IN NO EVENT WILL SYNAPS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE SYNAPS HUB SERVICES OR OTHERWISE RELATED TO THESE SYNAPS HUB TERMS; REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF SYNAPS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE SYNAPS HUB TERMS OR THE USE OF OR INABILITY TO USE THE SYNAPS HUB SERVICES,
EXCEED THE AMOUNT YOU PAY TO US THE CALENDAR YEAR IMMEDIATELY PRECEDING THE DATE OF THE TOKEN OFFERING TO WHICH YOUR CLAIM RELATES.
9. Waiver
9.1. Any failure of either Party to exercise any of its respective rights, powers, or remedies under these Synaps Hub Terms, or any delay in doing so, will not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by a Party will not prevent her/him/it from exercising any other rights, powers, or remedies
10. Release
10.1. To the fullest extent permitted by applicable law, you release Synaps and the other Indemnified Parties from responsibility, liability, claims, losses, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties.
11. Dispute Resolution
11.1. All rights and obligations hereunder will be exclusively and irrevocably governed by French laws, without regard to conflicts of law provisions. Any dispute arising out of or in connection with these Synaps Hub Terms, including any question regarding its existence, validity, interpretation or termination, will be resolved amicably by the Parties. If the dispute cannot be resolved amicably by the Parties within thirty (30) days, the dispute may be referred to and finally resolved by the commercial courts of Paris, exclusively under French laws.
12. Severability
12.1. If any provision of these Synaps Hub Terms, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision and everything else in these Synaps Hub Terms will continue in full force and effect.
13. Assignment
13.1. These Synaps Hub Terms, and any of the rights, duties, and obligations contained herein, are not assignable by you without prior written consent of Synaps. Any attempt by you to do so without the prior written consent of Synaps is void.
Annex 1 – Pricing Plan & Service
Levels Service availability
The Synaps Hub Services may be accessed and used by you for at least ninety-nine percent (99%) in each calendar month, excluding force majeure events within the meaning of the French civil code, scheduled maintenance to perform maintenance on the systems with prior notice to you, or emergency maintenance to resolve server security issues or other emergency issues (we will use our best endeavours to notify you at the beginning and at the end of such emergency maintenance, and will provide details on the nature of the work being performed.
Payment Terms
- Setup Fee : 1,500 USD
- Annual Subscription Fee
- Advisory Fee
- Marketing Fee (mise en relation)
You may not use the Synaps Hub Services unless you have fully paid the applicable Fees (you may verify your payment status directly in your Synaps Hub Account). We will have the right to limit or suspend your access to the Synaps Hub Services until all Fees are fully paid.