TERMS OF USE

Last updated 7/24/2020

 

 

AGREEMENT TO TERMS

 

Welcome to Gallant Exchange! These Terms of Use (also referred to as this “Agreement” or these “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Gallant SVG LLC, a limited liability company formed in Saint Vincent and the Grenadines (“Company“, “Gallant”, “we”, “us”, or “our”), concerning your access to and use of the website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). The Site provides an online marketplace for the following goods, products, and/or services: cryptoAssets and digital asset trading, sports memorabilia, sport-based fantasy trading, sports trivia, contests and games (the “Marketplace and Services”). In order to help make the Site a secure environment for the use, purchase and sale of Marketplace and Services, all users are required to accept and comply with these Terms of Use. You agree that by accessing the Site and/or the Marketplace and Services, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE MARKETPLACE AND SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms of use or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

 

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

As with any asset, the value of digital assets and cryptocurrencies can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies. You should carefully consider whether trading or holding digital assets and cryptocurrencies is suitable for you in light of your financial condition. Gallant is not registered with any governmental financial regulators and does not offer securities services.

 

ACCOUNT SETUP

Eligibility. To be eligible to use the Site, Marketplace, and Services, you must be at least 18 years old, and must not reside in or be a citizen of the United States and the People’s Republic of China. We also do not accept customers resident in Balkans, Belarus, Burma, Canada, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, Venezuela, and Zimbabwe. Gallant reserve’s the right to limit users from other countries as well.

We may amend or modify this Agreement at any time by posting the revised agreement on the Site and/or providing a copy to you (a “Revised Agreement”). The Revised Agreement shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Agreement constitutes your acceptance of such a revised Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account.

You may be asked to sign up for a Gallant account to use the Gallant Services (a “Gallant Account“). By using a Gallant Account you agree and represent that you will use Gallant only for yourself, and not on behalf of any third party unless you have obtained prior approval from Gallant. You are fully responsible for all activity that occurs under your Gallant Account. We may, in our sole discretion, refuse to open a Gallant Account or limit the number of Gallant Accounts that you may hold or suspend or terminate any Gallant Account or the trading of specific digital assets and cryptocurrencies in your account.

During the registration for your Gallant Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Site, Marketplace and Services. Your access to use the Site, Marketplace and Services, and the limits that apply to your use of thereof, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Further, you authorize your wireless operator to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Gallant with your wireless operator account profile information for the duration of the business relationship.

We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Gallant staff (such process, “Enhanced Due Diligence“). Gallant reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

To access the Site, Marketplace and Services, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. The Site, Marketplace and Services can be accessed directly using the Site. Access to the Site, Marketplace and Services may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to buy or sell for periods of time and may also lead to support response time delays. Although we strive to provide you with excellent service, we do not represent that the Site, Marketplace and Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Gallant shall not be liable for any losses resulting from or arising out of transaction delays.

The creation or use of Gallant Accounts without obtaining prior express permission from Gallant will result in the immediate suspension of all said Gallant Accounts, as well as all pending purchase/sale offers. Any attempt to do so or to assist others (users or otherwise), or the distribution of instructions, software or tools for that purpose, will result in the Gallant Accounts of such users being terminated. Termination is not the exclusive remedy for such a violation, and Gallant may elect to take further action against you.

You are also responsible for maintaining the confidentiality of your Account information, including your password, safeguarding your own Digital Currencies, and all activity including Transactions that are posted to your Account (including all Instructions to Gallant). Any actions on the Site, transactions, orders, Instructions and operations initiated from your Gallant Account or using your password are (1) considered to have been made by you and (2) irrevocable once validated using your password or made through your Account. If there is suspicious activity related to your Account, we may, but are not obligated to, request additional information from you, including authenticating documents, and freeze any transactions pending our review. You are obligated to comply with these security requests or accept the termination of your Gallant Account. You are required to notify Gallant immediately of any unauthorised use of your Account or password, or any other breach of security, by email to [email protected]. Any User who violates these rules may be terminated, and thereafter held liable for losses incurred by Gallant or any user of the Site, Marketplace and Services.

 

 

 

WALLET AND CUSTODY

As used throughout, “Digital Assets” means only those particular digital assets listed as available to trade or custody in your Gallant Account (also referred to as “Supported Digital Assets”). We engage with third-party custodians in order to hold Supported Digital Assets on your behalf, except that Gallant acts as custodian for your benefit for Athlete Coins (as defined herein) which may not be withdrawn from the Gallant platform. Your Supported Digital Assets will be held on your behalf in a wallet in the name of Gallant together with other users’ Supported Digital Assets. They may also from time to time be held in the wallet together with Gallant’s Supported Digital Assets which reflect Gallant’s fees, but which are recorded on Gallant’s ledger as belonging to Gallant, and which you instruct Gallant to collect by withdrawing them from the wallet from time to time. We will maintain detailed records of all Supported Digital Assets which users hold with third-party custodians appointed by us.

Except with respect to Athlete Coins, Gallant’s role is limited to providing you with a platform via the Site, Marketplace, and Services under which we act solely as a service provider, as your agent, and in accordance with your Instructions for the management and transfer of Digital Currencies. Except with respect to Athlete Coins, we do not store any Digital Currencies directly, but where you Instruct us to arrange for any Digital Currencies owned by you (including any bought on your behalf) to be held until we receive further Instruction from you to sell or transfer them (with any deposit of Digital Currencies being deemed to be such an Instruction), we will, acting on your behalf, appoint a third-party as a custodian and to hold the relevant Digital Currencies as a custodian in accordance with our agency authority (see below). The custodian services will be provided on terms that apply directly between the custodian and you, and which will be made available to you. Any issues you have relating to custodian services should be taken up by you with the custodians, however, we may, on your behalf, provide assistance in accordance with our agency authority (see below).

Except with respect to Athlete Coins, Gallant will act only on your instructions in respect of Supported Digital Assets and does not otherwise acquire any right, title or interest in them. Whilst Gallant uses reasonable care in the appointment of third-party custodians, in the event of a third-party custodian becoming insolvent or entering into an insolvency process in a relevant jurisdiction, you may have only an unsecured claim against the third-party custodian, and users’ Supported Digital Assets may be at risk subject to any protections provided at law in the relevant jurisdiction.

Notwithstanding the direct custodial relationship between the custodian and you, if for any reason Gallant is held or declared to have any legal or beneficial interest in your Digital Currencies, Gallant will hold on trust for you all such right title and interest which Gallant is held or declared to have and will not transfer or sell any Digital assets other than in accordance with your Instructions (which includes any instructions mandated by law, regulatory authority or enforcement agencies).

In order for us to manage the Site, provide the Marketplace and Services and create a direct relationship between you and the third-party custodian to hold the relevant Digital Currencies as custodian on your behalf, you appoint Galant as your agent with a perpetual and irrevocable (other than in the event of Gallant Account termination) agency authority to act as your agent to:

• Create a direct legal-custodial relationship between you and a third-party custodian for the custody of your Digital Currencies, as well as appointing authorized persons within Gallant to instruct such third-party custodians on your behalf;
• Access and/or transfer Digital Currencies as required for the operation of the Site and provision of the Services, including:
• Storing and keeping confidential private keys in respect of Digital Currencies;
• Transferring cryptocurrencies to third-party custodians (who are entitled in turn to appoint sub-custodians and provide the custodian services to you through such sub-custodians or other nominees or agents); and

• Moving cryptocurrencies between hot and cold wallets held by these custodians to allow sufficient hot wallet liquidity to support trades on the Site whilst at the same time providing the additional security of cold wallet storage;
• Share your information with third-party custodian-service providers so that they can be engaged to provide custodian services to you (see below);
• Undertake the following events that act, or could act as restrictions, or impact your rights:
• Freezing of Ripple accounts in accordance with Ripple Labs policy;
• Termination of our relationship with you and/or your Account;
• Suspension of our relationship with you and/or your Account;
• Prohibiting wash trading and other activities;
• Requiring minimum trade sizes;
• Blocking Accounts in certain circumstances;
• Applying service downtime and unavailability restrictions;
• Complying with enforcement-agency orders or regulatory actions; and
• Otherwise act only on your instructions in respect of any Digital Currencies, including in respect of:
• Any buying or selling of Digital Currencies;
• The accessing or transferring of Digital Currencies between wallets; and/or
• Any other purpose or action as instructed by you.

By agreeing to these Terms of Use you acknowledge and agree that in doing so, you instruct us on an irrevocable ongoing basis to undertake all of the above-mentioned actions on your behalf. You cannot revoke this ongoing Instruction except by closing your Account, in which case it will lapse only when your Account is closed. In these Terms of Use, “Instructions” means:

• Instructions received or directed via the Site or as received directly from you in any medium other than via the Site, where Gallant has expressly agreed in writing to accept such instructions from you;
• Acts Gallant may take as set out in these Terms of Use or in any other form of documentation establishing the legal relationship between you and Gallant, including instructions within the remit of our agency authority set out above (including the Instruction to create the legal custodial relationship with the third-party custodian for the purpose of administering the Services for you); and
• Instructions mandated by law, regulatory authority or enforcement agencies.

As a result of this limited agency relationship, we do not, and you agree that we do not, have or acquire any rights, title or interest in any Digital Currencies that are held on your behalf by the third-party custodian.

 

We are not an intermediary, do not acquire any rights, title or interest in, and do not assume and have no rights or control over any Digital Currencies or any other User assets other than in respect of actions taken in accordance with our agency authority and your Instructions. As a result, we will not transfer or sell any Digital Currencies other than in accordance with your Instructions (which includes any instructions mandated by law, regulatory authority or enforcement agencies).

Your Digital Assets wallet allows you to store, track, transfer, and manage your balances of Digital Assets. Services and supported assets may vary by jurisdiction. Your Gallant Account is intended solely for proper use of Supported Digital Currencies as designated on the Site. Under no circumstances should you attempt to use your Digital Assets wallet to store, send, request, or receive digital currencies we do not support. Gallant assumes no responsibility in connection with any attempt to use your Digital Assets wallet with digital currencies that we do not support.

Unless specifically announced on the Gallant Site or other official public statement of Gallant, Supported Digital Currencies excludes all other protocols and/or functionality which supplement or interact with the Supported Digital Assets. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Digital Assets we support. Do not use your Gallant Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such protocol as Gallant is not configured to detect, secure, or process these transactions and functionality. Any attempted transactions in such items will result in loss of the item. You acknowledge and agree that supplemental protocols are excluded from Supported Digital Assets and that Gallant has no liability for any losses related to supplemental protocols.

We do not own or control the underlying software protocols which govern the operation of Digital Assets supported on our platform. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Assets you store in your Digital Assets wallet through Gallant. Gallant does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by Gallant in determining whether to continue to use a Gallant Account for the affected Digital Assets. In the event of any such operational change, Gallant reserves the right to takes such steps as may be necessary to protect the security and safety of assets held on the Gallant platform, including temporarily suspending operations for the involved digital Assets(ies), and other necessary steps; Gallant will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of Gallant’s control and may occur without notice to Gallant. Gallant’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new digital Assets, fork, or other actions. You acknowledge and accept the risks of operating changes to Digital Assets protocols and agree that Gallant is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Gallant has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols.

Title to Digital Assets shall at all times remain with you and shall not transfer to Gallant. As the owner of Digital Assets in your Digital Assets wallet, you shall bear all risk of loss of such Digital Assets. Gallant shall have no liability for Digital Assets fluctuations. None of the Digital Currencies in your Digital Assets wallet are the property of, or shall or may be loaned to, Gallant; Gallant does not represent or treat assets in User’s Digital Assets wallets as belonging to Gallant. Gallant may not grant a security interest in the Digital Assets held in your Digital Assets wallet. Except as required by a facially valid court order, or except as provided herein, Gallant will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Assets in your Digital Assets wallet unless instructed by you.

For the avoidance of doubt, any action taken by Gallant to suspend, delay, cancel or freeze any instructions and/or to suspend your Account will not affect your rights, title or interest in respect of your Digital Currencies which are held by a third-party custodian on your behalf (or with respect to Athlete Coins, held by Gallant), but may affect Gallant’s ability to execute your instructions, which you hereby acknowledge and agree.

You control the Digital Currencies held in your Digital Assets wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending it to a different blockchain address. As long as you continue to custody your Digital Currencies the custodian (and your Athlete Coins with Gallant), Gallant and the Custodian, as applicable, shall retain control over electronic private keys associated with blockchain addresses operated by Gallant, including the blockchain addresses that hold your Digital Assets.

Due to regulatory or legal or related reasons, Digital Assets (including Athlete Coins) on the site or the trading of such Digital Assets may be cancelled or suspended indefinitely. Gallant reserves the right to take any action it deems necessary or advisable in order to comply with regulatory or legal concerns. In the event that such a cancellation or suspension occurs, Gallant shall have no obligation or liability whatsoever to you. In such circumstances, Gallant will use reasonable efforts to notify customers in advance to provide users time to exchange such cancelled or suspended Digital Assets for other trading pairs on the Site

You acknowledge that Digital Assets is not subject to protections or insurance provided by any government or self-regulatory body.

In order to more securely custody assets, Gallant may use shared blockchain addresses, controlled by Gallant, to hold Digital Currencies held on behalf of users and/or held on behalf of Gallant. Although we maintain separate ledgers for Client and Gallant accounts, Gallant shall have no obligation to segregate by blockchain address Digital Currencies owned by you from Digital Currencies owned by other users or by Gallant.

Gallant Exchange supports USDC as a trading pair to purchase other Digital Assets. USDC a Digital Assets fully collateralized by the US Dollar, which is issued by Circle Internet Financial (“Circle”). You are the owner of the balance of your USDC Wallet. Gallant is not the issuer of USDC, does not hold U.S. Dollars on reserve for USDC holders, and has no obligation to repurchase your USDC for USD. You can redeem your USDC with Circle. You agree to be bound by the terms of the Circle USDC Agreement (located at https://support.usdc.circle.com/hc/en-us/articles/360001233386-Circle-USDC-User-Agreement), which provides additional obligations, undertakings, and limitations with respect to USDC. USDC IS NOT LEGAL TENDER. USDC IS A DIGITAL Assets Assets AND GALLANT HAS NO RIGHT TO USE ANY USDC YOU HOLD ON GALLANT. GALLANT IS NOT A DEPOSITORY INSTITUTION, AND YOUR USDC WALLET IS NOT A DEPOSIT ACCOUNT. YOUR USDC WALLET IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC) OR ANY OTHER FORM OF GOVERNMENTAL OR SELF REGULATORY PROTECTION OR INSURANCE.

 

PRE-PRO NFT PROGRAM DETAILS

Overview:

Gallant Exchange is listing NFTs, issued by young athletes (before they are signed by leagues/teams), so they can continue to finance their training, while offering a BUY-BACK from the initial investors, under the condition that the athlete is signed.

GX looks to find hidden talent; young, ambitious amateur athletes, who are dedicating their lives to the pursuit of a career in professional sports.

How it Works:

1. Find the athlete you want to invest in
2. Purchase the NFT (or any number of available NFTs)
3. Wait….keep waiting….check in from time to time to see if the athlete has any updates to their prospect with professional sports.
4. Contingent on the athlete getting signed to a pro sports contract; GX will then offer a BUY-BACK to the investors, at a premium above the original purchase price (buyback purchase price is contingent on the signing bonus of each individual athlete).

GX will put a bid on the open market, at a premium, above the initial purchase price. This could be done on behalf of the athlete (who is looking to buy the NFT back), or on our own behalf. This would only happen when the athlete is signed to their first professional sports contract. Seeing that the NFTs are a means to help get that athlete to professional status, GX will offer the owners of the collectible a premium over the initial cost of the card.  The premium amounts may be pre-determined or not; there should be no assumption that all the premiums are standardized. Whichever standard is chosen for that particular offering, will be fully disclosed on the offering page.  

Risks:

1. The athlete isn’t signed, and the NFT is not targeted for a buyback.

 

PAYMENT SERVICES, PURCHASE & SALE TRANSACTIONS

When you purchase (buy) Digital Assets on Gallant Exchange, this transaction is intended to effect a sale of Digital Assets. You can purchase (buy) Digital Assets using Digital Assets held in certain Digital Assets wallets, as permitted by Gallant (each a “Valid Payment Method“). Your purchase must follow the relevant instructions on the Site. Gallant reserves the right to cancel any transaction not confirmed by you within five (5) seconds after Gallant quotes a transaction price. A purchase of Digital Assets using a Valid Payment Method generally will initiate on the business day we receive your instructions. Purchased Digital Assets will be deposited in your Digital Assets wallet as soon as funds have settled to Gallant. Digital Assets purchases and sales are collectively referred to herein as “Digital Assets Transactions”. If Gallant cannot complete your Digital Assets Transaction for any reason (such as price movement, failure to respond, or an order exceeding the maximum order size), Gallant will reject the order and notify you of such rejection. You will not be charged for a rejected transaction.

In general, Gallant makes money when you purchase or sell digital Assets on our Site. A full list of Gallant fees for your Gallant Account can be found on our FAQs page https://gallant.exchange/faq/. By using the Site, Services and Marketplace you agree to pay all applicable fees. Gallant reserves the right to adjust its pricing and fees and any applicable waivers at any time. We will always notify you of the pricing and fees which apply to your transaction when you authorize the transaction and in each receipt we issue to you. We may charge network fees (miner fees) to process a Digital Assets Transaction on your behalf. We will calculate the network fee in our discretion, although we will always notify you of the network fee at or before the time you authorize the Digital Assets Transaction.

When you give us instructions to purchase (buy) Digital Assets, you cannot withdraw your consent to that purchase.

When a Digital Assets transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible either by email free of charge at [email protected]. It is important that you regularly check your USDC Wallet, Digital Assets wallet balances and your transaction history regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this section.

You will be able to see your Digital Assets wallet balances using the Site. You can also see your transaction history using the Site, including (i) the amount (and Assets) of each Digital Assets Transaction, (ii) a reference to the identify of the payer and/or payee (as appropriate), (iii) any fees charged (excluding any spread, or margin, over the prevailing market rate on Gallant Exchange), (iv) if applicable, the rate of exchange, and the amount (in the new Assets) after exchange (where you are the payer) or the amount (in the original Assets) before the exchange (where you are the payee), and (v) the date of each Digital Assets Transaction.

You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your personal information for other purposes. Please see our Privacy Policy (https://gallant.exchange/privacy-policy/) for further information about how we process your personal data, and the rights you have in respect of this.

You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, you authorize Gallant, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including your Digital Assets wallet balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your payment provider. We reserve the right to refuse to process, or to cancel or reverse, any Digital Assets Transaction or Transfers in our sole discretion, even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if we reasonably suspect that the transaction is erroneous; or if Gallant suspects the transaction relates to as set forth below. In such instances, Gallant will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

DIGITAL Assets TRANSFERS

If you have sufficiently verified your identity, your Digital Assets wallet enables you to send Supported Digital Assets to, and request, receive, and store Supported Digital Assets from, third parties by giving instructions through the Gallant Site. Your transfer of Supported Digital Currencies between your other digital Assets wallets (including wallets off the Gallant Site) and to and from third parties is a “Digital Assets Transfer”.

Once a Digital Assets Transfer is submitted to a Digital Assets network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to confirmation of the transaction by the Digital Assets network. A Digital Assets Transfer is not complete while it is in a pending state. Pending Digital Assets Transfers that are initiated from a Gallant Account will reflect a pending transaction status and are not available to you for use on the Gallant platform or otherwise while the transaction is pending.

When you or a third party sends Digital Assets to Gallant Account (“Inbound Transfers”), the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miner’s fees in order for the transaction to be successful. Insufficient network fees may cause an Inbound Transfer to remain in a pending state outside of Gallant’s control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions. By initiating an Inbound Transfer, you attest that you are transacting in a Supported Digital Assets which conforms to the particular Gallant wallet into which funds are directed. For example, if you select an Ethereum wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Ethereum alone, and not any other Assets such as Bitcoin or Ethereum Classic. Gallant incurs no obligation whatsoever with regard to unsupported digital Assets sent to a Gallant Account or Supported Digital Assets sent to an incompatible Digital Assets wallet. Erroneously transmitted funds will be lost. We recommend customers send a small amount of Supported Digital Assets as a test prior to initiating a send of a significant amount of Supported Digital Assets. Gallant may from time to time determine types of Digital Assets that will be supported or cease to be supported.

When you send Digital Assets from your Gallant Account to an external wallet (“Outbound Transfers”), such transfers are executed at your instruction by Gallant. You should verify all transaction information prior to submitting instructions to us. Gallant shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address. We do not guarantee the identity or value received by a recipient of an Outbound Transfer. Digital Assets Transfers cannot be reversed once they have been broadcast to the relevant Digital Assets network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. Gallant does not control the Digital Assets network and makes no guarantees that a Digital Assets Transfer will be confirmed by the network. We may refuse to process or cancel any pending Outbound Digital Assets Transfers as required by law or any court or other authority to which Gallant is subject in any jurisdiction. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Gallant Services and/or before permitting you to engage in transactions beyond certain volume limits.

We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from a third party (including other users of Gallant Services). We are not responsible for ensuring that a third-party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party using Digital Assets transferred using the Gallant Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Gallant Support at [email protected] so that we may consider what action to take, if any.

In the event that there are outstanding amounts owed to us hereunder, including in your Gallant Account, Gallant reserves the right to debit your Gallant Account accordingly and/or to withhold amounts from funds you may transfer.

 

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site, the Marketplace and Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. Third party product and company names are trademarks™ or registered® trademarks of their respective holders. Use of them does not imply any affiliation with or endorsement by them.

The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site or the Marketplace and Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

Some digital assets listed on the Site are referred to as “Athlete Coins” (“Athlete Coins”). Athlete Coins are created by Gallant for each professional sports athlete listed on Gallant Exchange. Athlete Coins do not represent intellectual property, likeness or publicity rights of professional sports athletes. Athlete Coins do not represent a profit interest in an athlete’s income. Purchasing an Athlete Coin does not grant any license to, any intellectual property rights of or any publicity rights of a specific athlete. Any images of athletes used on the site are intended for illustrative and educational purposes to identify the athlete whose memorabilia is associated with that Athlete Coin. Athlete Coins generally represent a user’s fan interest in a specific athlete and are used to confirm eligibility to participate in contests and promotions to win prizes related to the specific athlete associated with that coin. Neither the Athletes nor their players’ associations and leagues have endorsed Athlete Coins, and Athlete Coins do not imply any affiliation with an athlete. Moreover, Athlete Coins do not correlate with an athletes performance and do not yield a return based on an athletes athletic performance. Athlete Coins do not represent a profit interest in an athlete’s income. Purchasing an Athlete Coin does not grant any license to, any intellectual property rights of or any publicity rights of a specific athlete.

 

USER REPRESENTATIONS

 

By using the Site and the Marketplace and Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site or the Marketplace and Services through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site or the Marketplace and Services will not violate any applicable law or regulation. You further represent that you are using your Gallant Account for your own purpose and not for the benefit of another person or entity.

 

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

You may not use the Site or the Marketplace and Services for any illegal or unauthorized purpose nor may you, in the use of Marketplace and Services, violate any laws. Among unauthorized Marketplace and Services are the following: intoxicants of any sort; illegal drugs or other illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or other adult products or services. Postings of any unauthorized products, services or content may result in immediate termination of your account and a lifetime ban from use of the Site.

 

We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Site or the Marketplace and Services displayed or offered through the Site. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Marketplace and Services and the Site is provided for informational and advertising purposes only. You acknowledge and agree that Gallant is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Gallant to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Gallant to be treated as the agent of the other.

 

 

DATA PROTECTION AND SECURITY

You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement, or the Services. Accordingly, you represent and warrant that: (i) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed; (ii) before providing any such personal data to us, you have read and understood our Privacy Policy, which is available here: https://gallant.exchange/privacy-policy/, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (https://gallant.exchange/privacy-policy/) (as amended from time to time), to that individual; and (iii) if from time to time we provide you with a replacement version of the Privacy Policy you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site, Marketplace and Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

You are responsible for creating a strong password and maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Gallant Account(s) by third-parties and the loss or theft of any Digital Assets and/or funds held in your Gallant Account(s) and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. You should never allow remote access or share your computer screen with someone else when you are logged on to your Gallant Account. Gallant will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Gallant and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Gallant Account(s) information has been compromised, contact Gallant Support immediately at [email protected].

If you suspect that your Gallant Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Gallant (together a “Security Breach“), you must notify Gallant Support as soon as possible by email free of charge at [email protected] and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

 

CONTEST ENTRY

Users will be able to visit the Website and view the games available for entry (the “Contests”). Each individual Contest that is not free to enter may have an entry fee listed in the relevant Digital Assets. When you select to participate in a Contest and complete the entry process, the listed amount of Digital Assets will be debited from your Gallant account.

REFUND POLICY

All payments are final. No refunds will be issued. However, digital assets on the Site may be exchanged for other trading pairs available on the Site. In the event of a dispute regarding the identity of the person submitting an entry, the entry will be deemed submitted by the person in whose name the account was registered.

Users depositing funds using a credit card in some states may see a charge on their credit card statement labeled “international transaction fee” or similar description. The company processing credit card payments for Gallant in certain states may operate outside the United States and may impose fees for international transactions.

If you are charged this international transaction fee to deposit funds into your Gallant account, you may contact Gallant at [email protected] and request a full reimbursement of the international transaction fee. To process your reimbursement request, Gallant will need the following information: (i) original transaction date and amount deposited; (ii) the amount(s) of the fee(s) assessed on such deposited amount; (iii) date(s) such fee(s) was/were assessed; and (iv) a copy of your credit card statement showing such fee(s). Gallant reserves the right to request additional information to process your request. Gallant will review your submission and if Gallant determines that you have been charged the international transaction fee as a result of depositing funds into your Gallant account, Gallant will credit such amount back to your Account.

CONDITIONS FOR PARTICIPATION

By entering a Contest, entrants agree to be bound by these Rules and the decisions of Gallant, which shall be final and binding in all respects. The Company, at its sole discretion, may disqualify any entrant from a Contest, refuse to award benefits or prizes and require the return of any prizes, if the entrant engages in conduct or otherwise utilizes any information the Company deems to be improper, unfair or otherwise adverse to the operation of the Contest or is in any way detrimental to other entrants. These Terms prohibit entering a Contest if the entrant is:

• Except as otherwise stated in the Eligibility section above, an Employee of the Company or an immediate family member of such employee;
• An employee or operator of any daily fantasy site including any that charges entrance fees or offers prizes, and any Immediate Family Member of any such person;
• Accessing or has had access to any pre-release, confidential information or other information that is not available to all other entrants of a Contest and that provides the entrant an advantage in such a Contest, including any information from any daily fantasy sport site or information from a sports governing body (e.g., pre-release injury information) (“Pre-Release Data”);
• An employee of a sponsor, consultant, or supplier of the Company or any other daily fantasy sports contest provider that has access to Pre-Release Data or otherwise receives an advantage in the entrant’s participation in a Contest;
• An employee, operator or consultant to a sports governing body where such employee, operator or consultant is prohibited from participating in applicable Contests by such governing body;
• Breaches any rules or policies of the entrant’s employer, of any sports governing body, or any other professional body of which the entrant is a member, including any rule or policy regarding participation in Contests or accepting prize money;
• Any person prohibited from participating pursuant to court order;
• Any entrant who has knowingly received Pre-Release Data or any other non-public information that provides an advantage in a Contest from any person who is prohibited from entering a Contest as provided in these Terms.

In addition, conduct that would be deemed improper also includes, but is not limited to:

• Falsifying personal information required to enter a Contest or claim a prize;
• Engaging in any type of financial fraud including unauthorized use of credit instruments to enter a Contest or claim a prize;
• Colluding with any other individual(s) or engaging in any type of syndicate play;
• Any violation of Contest rules or the Terms of Use;
• Using a single Account to participate in a Contest on behalf of multiple entrants or otherwise collaborating with others to participate in any Contest;
• Using automated means (including but not limited to scripts and third-party tools) to interact with the Website in any way (this includes, but is not limited to: creating a contest, entering a contest, withdrawing from a contest, creating a lineup, and editing a lineup);
• Using automated means (including but not limited to harvesting bots, robots, parser, spiders or screen scrapers) to obtain, collect or access any information on the Website or of any User for any purpose.
• Any type of bonus abuse, abuse of the refer-a-friend program, or abuse of any other offers or promotions;
• Tampering with the administration of a Contest or trying to in any way tamper with the computer programs or any security measure associated with a Contest;
• Obtaining other entrants information and spamming other entrants; or
• Abusing the Website in any way.

Users further acknowledge that the forfeiture and/or return of any prize shall in no way prevent Gallant from pursuing criminal or civil proceedings in connection with such conduct.

By entering into a Contest or accepting any prize, entrants, including but not limited to the winner(s), agree to indemnify, release and to hold harmless Gallant, its parents, subsidiaries, affiliates and agents, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities (collectively, the “Released Parties“), from any and all liability, claims or actions of any kind whatsoever, including but not limited to injuries, damages, or losses to persons and property which may be sustained in connection with participation in the Contest, the receipt, ownership, use or misuse of any prize or while preparing for, participating in and/or travelling to or from any prize related activity, as well as any claims based on publicity rights, defamation, or invasion of privacy. Gallant may, in its sole and absolute discretion, require an Authorized Account Holder to execute a separate release of claims similar to the one listed above in this Paragraph as a condition of being awarded any prize or receiving any payout.

Gallant is not responsible for: any incorrect, invalid or inaccurate entry information; human errors; postal delays/postage due mail; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, deletions or defects of any telephone system or network, computer online systems, data, computer equipment, servers, providers, or software (including, but not limited to software and operating systems that do not permit an entrant to participate in a Contest), including without limitation any injury or damage to any entrant’s or any other person’s computer or video equipment relating to or resulting from participation in a Contest; inability to access the Website, or any web pages that are part of or related to the Website; theft, tampering, destruction, or unauthorized access to, or alteration of, entries and/or images of any kind; data that is processed late or incorrectly or is incomplete or lost due to telephone, postal issues, computer or electronic malfunction or traffic congestion on telephone lines or transmission systems, or the Internet, or any service provider’s facilities, or any phone site or website or for any other reason whatsoever; typographical, printing or other errors, or any combination thereof.

Gallant is not responsible for incomplete, illegible, misdirected or stolen entries. If for any reason a Contest is not capable of running as originally planned, or if a Contest, computer application, or website associated therewith (or any portion thereof) becomes corrupted or does not allow the proper entry to a Contest in accordance with the Terms of Use or applicable Contest rules, or if infection by a computer (or similar) virus, bug, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes of any kind, in the sole opinion of Gallant corrupts or affects the administration, security, fairness, integrity, or proper conduct of a Contest, the Company reserves the right, at its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, extend, modify or suspend the Contest, and select the winner(s) from all eligible entries received. If such cancellation, termination, modification or suspension occurs, notification will be posted on the Website.

ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF ANY CONTEST IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, GALLANT RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

All entries become the property of Gallant and will not be acknowledged or returned.

To be eligible to enter any contest or receive any prize, the Authorized Account Holder may be required to provide Gallant with additional documentation and/or information to verify the identity of the Authorized Account Holder, and to provide proof that all eligibility requirements are met. In the event of a dispute as to the identity or eligibility of an Authorized Account Holder, Gallant will, in its sole and absolute discretion, utilize certain information collected by Gallant to assist in verifying the identity and/or eligibility of such Authorized Account Holder.

Participation in each Contest must be made only as specified in the Terms of Use. Failure to comply with these Terms of Use will result in disqualification and, if applicable, prize forfeiture.

Where legal, both entrants and winner consent to the use of their name, voice, and likeness/photograph in and in connection with the development, production, distribution and/or exploitation of any Contest or the Website. Winners agree that from the date of notification by Gallant of their status as a potential winner and continuing until such time when Gallant informs them that they no longer need to do so that they will make themselves available to Gallant for publicity, advertising, and promotion activities.

Gallant reserves the right to move entrants from the Contests they have entered to substantially similar Contests in certain situations determined by Gallant in its sole discretion.

CONTEST PRIZES AND PROMOTIONS

Prizes will only be awarded if a Contest is run. We reserve the right to cancel Contests at any time. In the event of a cancellation, all entry fees will be refunded to the user except as specifically provided in these Terms of Use.

Guaranteed prizes are offered in connection with some of the Contests offered by the Website. Each Contest or promotion is governed by its own set of official rules. We encourage you to read such Contest and promotions Rules before participating.

We make every effort to display as accurately as possible the colors, features, specifications, and details of the Marketplace (including prizes and memorabilia) and Services available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the Marketplace and Services will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All Marketplace and Services are subject to availability, and we cannot guarantee that Marketplace and Services will be available. Certain Marketplace and Services may be available exclusively online through the Site. Such Marketplace and Services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We reserve the right to limit the quantities of the Marketplace and Services offered or available on the Site. All descriptions or pricing of the Marketplace and Services are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace and Services at any time for any reason. We do not warrant that the quality of any of the Marketplace and Services purchased by you will meet your expectations or that any errors in the Site will be corrected.

Users may win prizes in various competitions on the Site from time to time. Many of these prizes include sports memorabilia, such as autographed images and gear. Gallant obtains these prizes from third party sites and businesses. Although Gallant (i) believes the memorabilia sold by such third-parties to be legitimate, authentic, and credible and (ii) seeks to obtain certificates of authenticity, Gallant makes no representation as to the legitimacy, authenticity, credibility, and condition of such memorabilia. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR FRAUDULENT MEMORABILIA OR PRODUCTS OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM MEMORABILIA PRODUCTS OR YOUR USE OF THE SITE OR THE MARKETPLACE AND SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE MATERIALS IN THIS SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.

Contest prize payouts will be published with the creation of each new contest. Gallant reserves the right, in its sole discretion, to cancel or suspend the contests (or any portion thereof) should virus, bugs, unauthorized human intervention, or other causes corrupt administration, security, fairness, integrity or proper operation of the contest (or any portion thereof) warrant doing so. Notification of such changes may be provided by Gallant to its users but will not be required.

 

CONTESTS OF SKILL

Contests offered on the Website are contests of skill. Winners are determined by the objective criteria described in the Contest deadline, roster, Rules, scoring, and any other applicable documentation associated with the Contest. From all entries received for each Contest, winners are determined by the individuals who use their skill and knowledge of relevant sports information and fantasy sports rules to accumulate the most points according to the corresponding scoring rules. The Website and Contests may not be used for any form of illicit gambling.

CONTEST STATISTICS AND LIVESCORING

To the extent that we offer ‘live’ statistics during gameplay, all ‘live’ statistics and other information provided through the Gallant Website and related information sources are unofficial. Live sports statistics and their respective components are offered for informational and/or entertainment purposes only and are not used to determine the results of our Contests. While Gallant and the third parties used to provide the Gallant Services use reasonable efforts to include accurate and up-to-date information, neither Gallant nor its third party providers warrant or make any representations of any kind with respect to the information provided through the Gallant Website and related information sources. Gallant and its third party providers shall not be responsible or liable for the accuracy, usefulness, or availability of any information transmitted or made available via the Gallant Website and related information sources, and shall not be responsible or liable for any error or omissions in that information.

Contest results and prize calculations are based on the final statistics and scoring results at the completion of the last professional sports game of each individual Contest. Once Contest results are reviewed and graded, prizes are awarded. The scoring results of a Contest will not be changed regardless of any official statistics or scoring adjustments made by the leagues at later times or dates, except in Gallant’ sole discretion.

Gallant reserves the right, in its sole and absolute discretion, to deny any contestant the ability to participate in head-to-head contests for any reason whatsoever. Further, Gallant may, in its sole and absolute discretion, invalidate any head-to-head contest result for the purposes of preventing abusive and/or any unfair or potentially unlawful activity, or in the event that there is a risk of any such abusive, illegal, or unfair activity.

WINNERS

Winners are posted on the Website. Before making any payment, Gallant may require that an entrant complete and execute an affidavit of eligibility in which, among other things, the entrant is required to represent and warrant that the entrant is eligible to participate in a Contest, is otherwise in compliance with this Agreement and, potentially, is required to provide documentation or proof of eligibility and compliance. If Gallant requests that an entrant completes and executes such an affidavit and the entrant fails to do so within seven (7) days, or Gallant otherwise determines that the entrant does not meet the eligibility requirements or is not in compliance with these Terms, Gallant reserves the right to terminate the entrant’s account and withhold or revoke the awarding of any prizes associated with such account. In such a situation, Gallant may pay out any withheld or revoked prizes to the other entrants in the relevant contest in a manner consistent with the Rules of the Contest.

 

PROHIBITED ACTIVITIES

 

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Gallant Account(s) and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business (see Appendix 1).

 

As a user of the Site, you agree not to:

(a) copy, print (except for the express limited purpose permitted above), republish, display, distribute, transmit, sell, license, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any content and materials retrieved from it;

(b) use the Site or any materials obtained from the Site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;

(c) create compilations or derivative works of any content and materials from the Site;

(d) use any content and materials from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Gallant intellectual property, name, or logo, including use of Gallant trade or service marks, without express consent from Gallant or in a manner that otherwise harms Gallant or the Gallant brand; any action that implies an untrue endorsement by or affiliation with Gallant

(e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site; (f) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future;

(g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture;

(h) use any automatic or manual process to harvest information from the Site;

(i) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions;

(j) use the Site in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and

(k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States.

(l) use the site to conduct any activity (i) which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Gallant conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC“), the United Nations Security Council Consolidated Lists of Entities and Individuals, the EU consolidated lists, Consolidated Canadian Autonomous Sanctions List and other lists that Gallant screens or (ii) which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.

(m) use the site to conduct any action which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Gallant Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Gallant Site, other Gallant Accounts, computer systems or networks connected to the Gallant Site, through password mining or any other means; use Gallant Account information of another party to access or use the Gallant Site; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Gallant.

(n) Interfere with another individual’s or entity’s access to or use of any Gallant Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Gallant Site about others, including without limitation email addresses, without proper consent

(o) Use the site to conduct activity which operates to defraud Gallant, Gallant users, or any other person; provide any false, inaccurate, or misleading information to Gallant

 

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace and Services (“Submissions“) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

 

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace and Services.

 

TERM AND TERMINATION

 

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE AND SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE AND SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Gallant may: (a) suspend, restrict, or terminate your access to any or all of the Site, the Marketplace and the Services, and/or (b) deactivate or cancel your Gallant Account(s) if: (i) We are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) We reasonably suspect you of using your Gallant Account(s) in connection with a threatening or harassing Gallant personnel; (iii) Use of your Gallant Account(s) is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (iv) Our service partners are unable to support your use; (v) You take any action that Gallant deems as circumventing Gallant’s controls, including, but not limited to, opening multiple Gallant Accounts or abusing promotions which Gallant may offer from time to time or (vi) for any other reason determined by Gallant in its sole discretion.

If Gallant suspends or closes your account, or terminates your use of the Site, the Marketplace and the Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Gallant from providing you with such notice. You acknowledge that Gallant ‘s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Gallant’s risk management and security protocols. You agree that Gallant is under no obligation to disclose the details of its risk management and security procedures to you.

You will be permitted to transfer Digital Assets or funds associated with your Hosted Digital Assets Wallet(s) and/or your USD Wallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order. You may cancel your Gallant Account(s) at any time by withdrawing all balances and emailing us to [email protected] or chatting with our support reps. You will not be charged for canceling your Gallant Account(s), although you will be required to pay any outstanding amounts owed to Gallant. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Gallant Account and during this time, no transactions may be completed until:(i) your designated fiduciary has opened a new Gallant Account, as further described below, and the entirety of your Gallant Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the fiduciary you have designated in a valid Will or similar testamentary document will be required to open a new Gallant Account. If you have not designated a fiduciary, then we reserve the right to (i) treat as your fiduciary any person entitled to inherit your Gallant Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a Will, a living trust or a Small Estate Affidavit, or (ii) require an order designating a fiduciary from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Gallant Account. Pursuant to the above, the opening of a new Gallant Account by a designated fiduciary is mandatory following the death of a Gallant Account owner, and you hereby agree that your fiduciary will be required to open a new Gallant Account and provide the information required under Section of this Agreement in order to gain access to the contents of your Gallant Account.

 

 

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace and Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace and Services.

We cannot guarantee the Site and the Marketplace and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace and Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace and Services during any downtime or discontinuance of the Site or the Marketplace and Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Marketplace and Services or to supply any corrections, updates, or releases in connection therewith.

 

 

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace and Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice. Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Currencies, is for informational purposes only and Gallant makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Site

 

DISCLAIMER; NO WARRANTY

THE SITE AND THE MARKETPLACE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND THE MARKETPLACE AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE MARKETPLACE AND SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. GALLANT DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE GALLANT SERVICES AND GALLANT SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT GALLANT WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL Assets PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, OR (C) INTERRUPTION IN ANY SUCH DATA.

 

LIMITATIONS OF LIABILITY

 

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, FAILURE TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, LOST REVENUE, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY DAMAGE, CORRUPTION OR LOSS OF DATA, OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING FROM YOUR USE OF THE SITE OR THE MARKETPLACE AND SERVICES, OR THIS AGREEMENT, EVEN IF WE OR OUR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN STATE AND NATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE MATERIALS IN THIS SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.

 

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site, Marketplace and Services; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site or the Marketplace and Services with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

TAXES

It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Gallant Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Gallant Account(s).

UNCLAIMED PROPERTY

If Gallant is holding funds (whether fiat Assets or Digital Assets) in your account, and Gallant is unable to contact you and has no record of your use of the Services for several years, applicable law may require Gallant to report these funds (including fiat Assets and Digital Assets) as unclaimed property to the applicable jurisdiction. If this occurs, Gallant will try to locate you at the address shown in our records, but if Gallant is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property.

 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

 

ATHLETE COINS

Athlete Coins are ERC-20 Digital Currencies created by Gallant for each professional sports athlete listed on Gallant Exchange. Athlete Coins do not represent intellectual property, likeness or publicity rights of professional sports athletes. Athlete Coins do not represent a profit interest in an athlete’s income. Purchasing an Athlete Coin does not grant any license to, any intellectual property rights of or any publicity rights of a specific athlete. Any images of athletes used on the site are intended for illustrative and educational purposes to identify the athlete whose memorabilia is associated with that Athlete Coin. Athlete Coins generally represent a user’s fan interest in a specific athlete and are used to confirm eligibility to participate in contests and promotions to win prizes related to the specific athlete associated with that coin. Neither the Athletes nor their players’ associations and leagues have endorsed Athlete Coins, and Athlete Coins do not imply any affiliation with an athlete. Moreover, Athlete Coins do not correlate with an athlete’s performance and do not yield a return based on an athlete’s athletic performance. Athlete Coins do not represent a profit interest in an athlete’s income. Purchasing an Athlete Coin does not grant any license

GOVERNING LAW

These Terms of Use and your use of the Site and the Marketplace and Services are governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to its conflict of law principles.

 

DISPUTE RESOLUTION

 

Binding Arbitration

 

If the user and Gallant are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration in the State of New York. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA“) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules“), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Kings County, New York. Except as otherwise provided herein, the user and Gallant may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Kings County, New York, and the user and Gallant hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the user and Gallant agree to submit to the personal jurisdiction of that court.

 

Restrictions

The user and Gallant agree that any arbitration shall be limited to the Dispute between the user and Gallant individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

 

Exceptions to Arbitration

The user and Gallant agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the user and Gallant agree to submit to the personal jurisdiction of that court.

 

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Marketplace and Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Marketplace and Services. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

 

CONTACT US

In order to resolve a complaint regarding the Site or the Marketplace and Services or to receive further information regarding use of the Site or the Marketplace and Services, please contact us at [email protected].

 

APPENDIX 1: Prohibited Use, Prohibited Businesses and Conditional Use

Prohibited Use

You may not use your Gallant Account(s) to engage in the following categories of activity (“Prohibited Uses“). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Gallant Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at [email protected]. By opening a Gallant Account, you confirm that you will not use your Account to do any of the following:

• ·

Interfere with another individual’s or entity’s access to or use of any Gallant Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Gallant Site about others, including without limitation email addresses, without proper consent

Activity which operates to defraud Gallant, Gallant users, or any other person; provide any false, inaccurate, or misleading information to Gallant

• Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Gallant Services (“Prohibited Businesses“). Most Prohibited Businesses categories are imposed by Card Network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Gallant Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at [email protected].

By opening a Gallant Account, you confirm that you will not use Gallant Services in connection with any of following businesses, activities, practices, or items:

• Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes
• Restricted Financial Services: Check cashing, bail bonds; collections agencies.
• Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder
• Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen
• Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis
• Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
• Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
• Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
• Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features
• Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs
• Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
• High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies

APPENDIX 2: Verification Procedures and Limits

We are required to identify users on our platform. This ensures we remain in compliance with KYC/AML laws in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer digital Assets exchange services to our customers. Gallant collects and verifies information about you in order to: (a) protect Gallant and the community from fraudulent users, and (b) to keep appropriate records of Gallant’s customers.

All customers who wish to use the Site, Marketplace and Services are required to establish a Gallant Account by:

• Providing your name and valid email address, a password and your state of residence,
• Certifying that you are 18 years or older,
• Accepting Terms of Use Agreement, Privacy Policy, and Disclaimer and
• Verifying your identity by submitting the following information:

o Name

o DOB

o Physical address (and proof of residence)

o ID # from gov’t issued ID, or other national ID number

o Source of funds

o Income/employment information

o Explanation of activity

 

Customers who wish to send and received Digital Assets on to the blockchain are required to:

• Submit a copy of an acceptable form of identification (i.e. passport, driver’s license, or other government issued identification card), and
• Submit a picture of yourself or a selfie from your webcam or mobile phone.

Notwithstanding these minimum verification procedures for the referenced Site, Marketplace and Service, Gallant may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Gallant Service and/or before permitting you to engage in transactions beyond certain volume limits.

You may contact us at [email protected] to request larger limits. Gallant will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Gallant does not guarantee that we will raise your limits.

APPENDIX 3: E-Sign Disclosure and Consent

This policy describes how Gallant delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Gallant Account(s) and your use of the Site, Marketplace and Service. Communications include:

• Terms of use and policies you agree to (e.g., the Terms of Use Agreement and Privacy Policy), including updates to these agreements or policies;
• Gallant Account details, history, transaction receipts, confirmations, and any other Gallant Account or transaction information;
• Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
• Responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting them on the Site, emailing them to you at the primary email address listed in your profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

• A device with an Internet connection;
• A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
• A valid email address (your primary email address on file with Gallant); and
• Sufficient storage space to save past Communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us at [email protected]. If you fail to provide or if you withdraw your consent to receive Communications electronically, Gallant reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if Gallant sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Gallant will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at [email protected]