These Terms and Conditions (referred to as the "Agreement") set forth the parameters governing your use of ELMNTS ("we", "us", "our'', "Company") platforms and the accompanying services. Your ("Your", User") decision to use our services and platforms signifies your acceptance of this Agreement and its provisions. We strongly encourage you to thoroughly review these terms as they define your rights and obligations. We also recommend a periodic review of these terms regularly as they are subject to change. Please read these Terms, our Privacy Policy, and any other language referenced in this document carefully. The Terms you see below are important because they:
This Agreement establishes the framework for your engagement with our services, including but not limited to eligibility criteria, usage guidelines, transfer processes, intellectual property rights, and other aspects related to our offerings. We may amend or modify these Terms at any time by posting the revised Terms on the Website and/or providing a copy to you ("Revised Terms"). The Revised Terms shall be effective as of the time they are posted, but will not apply retroactively. Your continued use of the Services after the posting of Revised Terms constitutes your acceptance of such Revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services. Similarly, we may update the Services, including with tools, utilities, improvements or third party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Services at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Services. Your compliance with the terms described herein is essential to ensuring a safe and effective experience with our services. Failure to do so may result in a relationship termination. Should you have any questions or concerns regarding this Agreement, please do not hesitate to reach out to us at support@elmnts.io.
PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS REGARDING THE RESOLUTION OF DISPUTES BETWEEN YOU AND ELMNTS, INCLUDING AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND ELMNTS SHALL BE RESOLVED BY BINDING ARBITRATION. THESE TERMS ALSO CONTAIN A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. PLEASE READ THESE SECTIONS OF THE TERMS CAREFULLY.
By accessing or using any of the services offered on our platforms, you signify your agreement to abide by and be bound by the Agreement. Your continued use of our services and products constitutes your ongoing acceptance of and compliance with the terms set forth herein. This Agreement applies to any use of our services or products, whether on your own behalf or on behalf of any other person or entity. If you are using our services on behalf of another party, you represent and warrant that you have the authority to do so and that such party agrees to be bound by these Terms and Conditions. By accepting this Agreement, you confirm that you have read and understood its provisions and that you are eligible to enter into this Agreement and attest that you are eligible to access ELMNTS services.
You are only permitted to access your Account(s) using your Account(s) login credentials and other required forms of authentication. We strongly suggest using multi-factor authentication ("MFA") to keep your Account(s) safe and secure. While we reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with or otherwise compromised, you agree that ultimately the security of your Account is your responsibility. ELMNTS is not liable for, and you will not attempt to hold ELMNTS liable for, any failure by you to keep your account secure. Furthermore, ELMNTS has no obligation to verify the identity or authority of any person using the Services or otherwise accessing your Account(s). Under no circumstances shall ELMNTS be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, arising from the unauthorized access or use of Services or your Account(s).
As further described under No Warranty, ELMNTS does not represent or warrant that your Account(s) or any Services will be available without interruption. An interruption could result in the inability to access your Account(s) for periods of time and may also lead to support response time delays. Under no circumstances shall ELMNTS be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to an interruption in your access to your Account(s) or any Services.
You must ensure that Account(s) registered under an individual name will be used only by that individual and for the benefit of the designated individual or entity, and not on behalf of any third-party, unless you have obtained prior express written approval from ELMNTS. ELMNTS reserves the right to terminate, suspend, or restrict your access to any Account(s) or Services if there is reasonable suspicion, as determined in ELMNTS’ sole and absolute discretion, that the person logged into your Account(s) is not you or is using the Account to benefit a third-party that is not covered by any commercial contract between you and ELMNTS. Under no circumstances shall ELMNTS be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s) or Services.
ELMNTS provides services related to commodity-backed tokens, allowing you to purchase, sell, transfer, and store digital assets backed by physical commodities such as oil, gas assets and mineral rights. The scope of services may include, but is not limited to, account management, transaction facilitation, and access to market data and analytics related to the commodity-backed tokens offered by ELMNTS. We reserve the right to modify, enhance, suspend, or discontinue any aspect of our services at our discretion and without prior notice. Any modifications or changes to the services will be effective upon posting on our website or through other communication channels. You acknowledge that the availability of our services may vary based on your location, applicable regulations, and other factors beyond our control. Access to and use of the services may also be subject to limitations, including limits on transaction volume and frequency. We may impose restrictions on the use of our services based on criteria such as compliance with applicable laws and regulations, and we reserve the right to refuse service or terminate accounts that do not comply with our policies at any time.
To use our commodity-backed token services, you must meet the following eligibility requirements:
We reserve the right to verify your eligibility and to refuse service to any person or entity that does not meet the requirements outlined in this section. You are responsible for ensuring that your use of our services complies with applicable laws and regulations in your jurisdiction. We may terminate your access to our services if we determine that you do not meet our eligibility criteria or if your use of our services violates any applicable laws. By using our services, you warrant and represent that you meet all eligibility requirements outlined in this section and that the information you provide to us is accurate, complete, and current.
As a user of our services, you agree to the following obligations:
ELMNTS reserves the right to monitor your use of our services to ensure compliance with these obligations. We may suspend or terminate your access to our services if you violate any of the above obligations.
You agree to pay all applicable fees and charges for your use of our commodity-backed token services as outlined in our Fee Schedule, which may be updated from time to time. You authorize ELMNTS to deduct any applicable fees and charges when a trade is executed. Fees are subject to change at our discretion, and any changes will be communicated to you with appropriate notice through our official channels. You are responsible for all taxes, duties, or other governmental charges associated with your use of our services or the transactions you conduct. ELMNTS may withhold any applicable taxes as required by law.
All content, materials, and services provided by ELMNTS, including but not limited to the website, platform, software, graphics, text, logos, and images, are protected by intellectual property laws and are the exclusive property of ELMNTS or its licensors. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, or otherwise use any of the content or materials provided by ELMNTS without our prior written consent. The ELMNTS logo and any related marks, whether registered or unregistered, are owned by ELMNTS. You may not use any ELMNTS marks or branding without our express written permission. The commodity-backed token technology and associated software are proprietary to ELMNTS and its licensors. Any use of the technology or software beyond the scope of this Agreement is strictly prohibited. Your use of the services does not grant you any ownership rights in any content, materials, or intellectual property owned by ELMNTS or its licensors. If you provide feedback, suggestions, or other input regarding our services, you agree that ELMNTS has the unrestricted right to use, modify, and incorporate this feedback into our services without compensation to you. Any unauthorized use of our intellectual property may result in termination of your access to our services and may subject you to legal consequences.
It is strongly recommended that you review our disclosures prior to using services. You agree that those disclosures are binding upon you should you use our services. You understand that ELMNTS has the right to terminate, suspend, or restrict your access to your Account(s) or Services.
These Terms (including any documents, materials, or information incorporated by reference herein as well as any other contracts entered into between you and ELMNTS) set forth the entire understanding between you and ELMNTS with respect to the Services. If any provision of these Terms, terms and conditions or information incorporated by reference in these Terms is or becomes illegal, invalid, or unenforceable in any respect, the same shall not affect the legality, validity, or enforceability of any other provisions in these Terms. These Terms may, at ELMNTS’ sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text. Nothing expressed or referred to in these Terms will be construed to give any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or with respect to these Terms or any provision of these Terms. All provisions of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms. ELMNTS shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond its reasonable control, including, but not limited to, any act of God, significant market volatility, nuclear or natural disaster, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency, malfunction of equipment, interruption or malfunction of utility, communications, computer (hardware or software), Internet, or network provider services, other catastrophe or any other occurrence which is beyond ELMNTS’ reasonable control.
To the fullest extent permitted by law, ELMNTS and its officers, directors, employees, agents, affiliates, and licensors shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages arising out of or related to your use of our commodity-backed token services, including but not limited to:
This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other legal theory, and regardless of whether ELMNTS has been advised of the possibility of such damages. You will indemnify and hold harmless ELMNTS, and any service providers, and each of their respective officers, directors, employees, affiliates, agents, licensors, investors and contractors ("Indemnified Persons") from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all liabilities, damages (actual and consequential), losses, costs, and expenses, including without limitation reasonable attorneys‘ fees, arising out of or in any way connected with (1) your access to or use of the services; (2) your breach or alleged breach of these Terms or your violation of any other provision of these Terms, including any terms and conditions incorporated by reference herein; (3) your violation of any law, rule, or regulation; and/or (4) your violation of the rights of any third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. ELMNTS' total aggregate liability to you for any claims arising out of or related to this Agreement, regardless of the form of the action, shall be limited to the fees paid by you to ELMNTS in the twelve months preceding the event giving rise to the claim. Some jurisdictions do not allow the exclusion or limitation of certain types of liability, so some of the above limitations may not apply to you. In such cases, ELMNTS' liability will be limited to the fullest extent permitted by applicable law.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: SPECIFICALLY, WE DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITES, THE PLATFORM, ANY OF YOUR ACCOUNT(S), THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. WE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT TRANSACTIONS ON THE PLATFORM ARE PROCESSED IN A TIMELY MANNER, BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING WHICH IS DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL.
ELMNTS reserves the right to terminate or suspend your access to our commodity-backed token services at any time and for any reason, including, but not limited to, your breach of this Agreement, your violation of applicable laws or regulations, or your conduct that is harmful to our business interests or the interests of other users. You may terminate your use of our services at any time by providing written notice to ELMNTS and ceasing all use of the services. Upon termination or suspension of your access to our services, your right to use the services will cease immediately. All outstanding obligations, including fees and other charges, must be settled promptly. In the event your account is closed, whether by you or ELMNTS, you are responsible for securing any data or information you wish to retain prior to closure. ELMNTS may delete any data or information associated with your account upon closure. The termination of your access to our services does not affect any provisions of this Agreement that are intended to survive termination, including, but not limited to, intellectual property rights, limitations of liability, indemnification, and dispute resolution provisions. In the event of termination or suspension of your access to our services, whether by you or ELMNTS, you will not be entitled to any refund of fees or other charges paid.
It is strongly recommended that you review our Privacy Policy prior to using services. You agree that those disclosures are binding upon you should you use our services.
ELMNTS and you agree that any dispute or controversy arising out of or relating to these Terms or the Services, including, but not limited to, legal and equitable claims, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved through binding arbitration on an individual basis (except as specifically noted below). Arbitration shall be conducted in accordance with the rules of the American Arbitration Association ("AAA"). In agreeing to this binding commitment to arbitrate their claims, ELMNTS and you agree that they waive any right to proceed in a court of law or to have their claims heard by a jury. The arbitration shall: (1) be conducted by a single, neutral arbitrator in the English language; (2) be held virtually and not in person for all proceedings related to the arbitration, except by mutual agreement of all parties; and (3) be limited to one deposition per party, except by mutual agreement of all parties or upon a showing of need. The AAA rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.
During the arbitration, the amount of any settlement offer made by you or ELMNTS shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator‘s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
Delegation Clause: Any dispute between ELMNTS and you regarding the construction, interpretation, or application of this arbitration provision, including the enforceability, severability, revocability, scope, or validity of this arbitration provision, shall be decided by an arbitrator and not by a court or judge.
TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND ELMNTS AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU AND ELMNTS EACH WAIVE THE RIGHT TO: (1) A JURY TRIAL; AND (2) PARTICIPATE IN A CLASS ACTION. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH‘S LIMITATIONS AS TO A PARTICULAR CLAIM FOR RELIEF, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND MAY BE BROUGHT IN COURT. THIS CLASS ACTION WAIVER IS SUBJECT TO AND DOES NOT IMPAIR OR IMPEDE ELMNTS‘ RIGHT TO CONSOLIDATE RELATED USER CLAIMS AS DESCRIBED ABOVE.