Terms of Service
Last Updated: April 2024
These terms of service, along with any incorporated documents and additional terms, including Product Specific Terms where applicable, as well as any publicly posted or made available agreements by Gen. M Partners ("GMP," "we," "us," or "our"), establish the agreement between GMP and you or the company or other legal entity you represent ("you" or "your"). Together, these constitute the "Terms" governing your use of and access to GMP's website, including the GMP Platform, as well as GMP's web applications, mobile applications, and all associated sites linked by GMP or its affiliates (collectively referred to as the "Site"), and the Services as defined in Section 2.1.
This agreement is divided into two sections: (a) Part I, which covers the general terms applying to the Site and the Conditions/Services ("General Terms"), and (b) Part II, which outlines the Product Specific Terms (as defined below). Unless explicitly stated otherwise, any mentions of sections in this agreement refer to sections within the General Terms.
Certain Products and Services (as defined in Section 2.1) may have additional terms specific to them, referred to as "Product Specific Terms." These terms are outlined in Part II of this agreement. If any conflicts arise between a provision in the General Terms and any applicable Product Specific Terms, the provision in the relevant Product Specific Terms will prevail.
Certain Products and Services (as defined in Section 2.1) may have additional terms specific to them, referred to as "Product Specific Terms." These terms are outlined in Part II of this agreement. If any conflicts arise between a provision in the General Terms and any applicable Product Specific Terms, the provision in the relevant Product Specific Terms will prevail.
By clicking "I agree" or similar language, acknowledging these Terms through other means, or accessing and using the Site or the Services, you are indicating your acceptance and agreement to abide by these Terms. This includes the mandatory arbitration provision in Section 14 and your acknowledgment of having read and understood our Privacy Policy as detailed in Section 15.1. If you do not agree to these Terms, you must refrain from accessing or using the Site or the Services. It is important to thoroughly review the disclosures and disclaimers provided in Section 12 and elsewhere in these Terms before using any software, services, products, or other offerings developed, owned, or provided by GMP. These Terms outline significant details regarding the legal obligations associated with your use of the Services.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER IN SECTION 14 THAT REQUIRE THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING WITHOUT LIMITATION ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
Part I: General Terms
1. Modifications of These Terms
We retain the right, at our sole discretion, to amend these Terms periodically. Should modifications occur, we will notify you of such changes, either by informing you through the Services or by updating the "Last Updated" date at the beginning of these Terms. Unless stated otherwise in our notice, all modifications become effective immediately, and your ongoing utilization of the Site and the Services after our notification will indicate your acceptance of the changes. If you do not consent to the revised Terms, it is necessary to discontinue your use of the Site and the Services.
2. Use of Services
The Services. The Site and Documents released by GMP includes information about, and, upon meeting eligibility criteria and completing GMP's onboarding process, access to certain products issued by Limited Partnerships (referred to individually as a "Product") operated by GMP (collectively referred to as "Services"). Please note that each Product remains subject to its terms, conditions, and requirements as outlined in agreements between you and the respective limited partnership issuing the Product. These agreements remain unaffected by these Terms and are not altered or replaced by them. GMP is not a party to these agreements and bears no responsibility for any actions or omissions under them. The Services may encompass various activities, such as providing access to Products through messaging protocols for interaction with centralized or decentralized applications, APIs, and other software developed or owned by GMP to facilitate access to the Products. It's important to understand that engaging in bilateral transactions involving Products and/or cryptocurrency or other blockchain-based assets (collectively referred to as "Digital Assets") is not considered part of the Services. Any such activities or transactions are undertaken at your own risk. You acknowledge and agree that GMP does not provide execution, settlement, or clearing services of any kind, and is not liable for the execution, settlement, or clearing of transactions automated through a DLT. Furthermore, you understand that any execution, settlement, or clearing of decentralized blockchain transactions (including those involving a Digital Asset) occurs directly on the XRP Ledger (XRPL) (or any other blockchain specified in the relevant Services interface), and GMP is not involved in or responsible for such activities or transactions.
Conditions. As a condition to accessing or using the Services or the Site, you represent and warrant to GMP the following:
i. If you are agreeing to these Terms as an individual, you confirm that you are of legal age in your jurisdiction and have the legal capacity to enter into and abide by these Terms. If you are agreeing to these Terms on behalf of an entity, you affirm that you have the legal authority to accept these Terms on behalf of that entity, in which case "you" (except as used in this paragraph) will refer to that entity.
ii. You certify that you are not a resident, national, or representative citizen accessing the interface from the regions of Crimea, Donetsk, or Luhansk in Ukraine, or citizens of Iran, North Korea, Cuba, Syria, or subject to economic sanctions, or listed as a Specially Designated National by the United States Office of Foreign Asset Control (OFAC), or from any other country subject to United States embargoes or similar sanctions (collectively referred to as "Restricted Territories").
iii. You confirm that you are not listed on any sanctions list maintained by the United States government, the United Kingdom government, the European Union, or the United Nations (collectively referred to as "Sanctions Lists Persons"). Additionally, you affirm that you do not intend to engage in transactions with any individual listed in Restricted Territories or on Sanctions Lists.
iv. You agree not to use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions applicable to the Services.
v. You acknowledge and warrant that your access to the Services does not (a) violate any domestic or foreign laws, regulations, or directives (collectively referred to as "Applicable Laws") that govern or regulate any person, property, transaction, or activity, or (b) contribute to or facilitate any illegal activity.
As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:
i. From time to time the Site and the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that GMP or any of its suppliers or contractors may undertake from time to time; (c) causes beyond GMP's control or that GMP could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason.
ii. We reserve the right to disable or modify access to the Site and the Services at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Services being inaccessible to you at any time or for any reason.
iii. The Site and the Services may evolve, which means GMP may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in its sole discretion.
iv. The general pricing information provided on the Site is informational and does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with GMP.
v. GMP does not act as an agent for you or any other user of the Site or the Services.
vi. You are solely responsible for your use of the Services, including all of your transfers of Digital Assets and the custody and control of your Digital Assets.
vii. To the fullest extent not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities.
viii. You are solely responsible for reporting and paying any taxes applicable to your use of the Services.
ix. We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk.
As a condition to accessing or using the Services or the Site, you covenant to GMP the following:
i. In connection with using the Services, you only will transfer legally obtained Digital Assets that belong to you.
ii. You will comply with all Applicable Laws in connection with using the Services, and you will not use the Site or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so.
iii. Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out our actions using such Digital Assets.
iv. In addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will, at all times, (a) ensure that all information that you provide on the Site and during your use of the Services is current, true, complete, and accurate; and (b) maintain the security and confidentiality of your private keys associated with your public on-chain address, passwords, API keys, private keys associated with your Services account and wallet and any other related credentials.
3. Fees and Price Estimates
As part of utilizing the Services, you are responsible for covering all fees associated with interacting with all relevant blockchains, including transaction expenses, along with any additional fees specified on the Site when using the Services. While we strive to furnish precise fee details, the provided information is an approximation and may differ from the actual fees incurred during your use of the Services and engagement with any other applicable blockchain.
4. No Professional Advice or Trustee Obligations
Unless explicitly stated otherwise, all information provided regarding your use of the Site and Services is for informational purposes only and should not be considered professional advice. You should not make decisions or refrain from actions solely based on information found on the Site or any other materials we provide, including blog posts, articles, third-party links, social media content, news feeds, tutorials, tweets, or videos. Before making any financial, legal, or other significant decisions related to the Services, it is advisable to seek independent professional advice from a licensed and qualified individual in the relevant field. These Terms do not establish or impose any fiduciary obligations on us. You acknowledge that our responsibilities to you are solely those explicitly outlined in these Terms.
5. Prohibited Activity
The Services may not be utilized for the activities outlined below ("Prohibited Uses"). The activities listed are illustrative but not exhaustive of Prohibited Uses. If you are unsure whether your use of the Services constitutes a Prohibited Use or have questions about how these regulations apply to you, please reach out to us at info@genmpartners.com. By accessing the Site or Services, you acknowledge that you will refrain from engaging in any of the following actions:
Violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the US Department of Treasury's Office of Foreign Asset Controls.
Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, 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 GMP's intellectual property, name, or logo, including use of GMP's trade or service marks, without express consent from GMP or in a manner that otherwise harms GMP; any action that implies an untrue endorsement by or affiliation with GMP.
Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Site or the Services in any manner.
Engage in activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading.
Circumvent any content-filtering techniques, security measures or access controls that GMP employs on the Site, including, without limitation, through the use of a VPN.
Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services.
Provide false, inaccurate, or misleading information while using the Site or the Services or engage in activity that operates to defraud GMP, other users of the Services, or any other person.
Use or access the Site or Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion.
Use the Site in any way that is, in our sole discretion, libellous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; 5.1 use the Site or the Services from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Site or the Services is prohibited.
Harass, abuse, or harm another person or entity, including GMP's employees and service providers; impersonate another user of the Services or otherwise misrepresent yourself.
Engage in activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by US law; or encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms.
6. Content
By using the Site or the Services, you grant us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to utilize, copy, modify, create derivative works of, display, perform, publish, and distribute Your Content in any form, medium, or manner. This includes any content that becomes accessible to other users as a result of your use of the Site or the Services. This license extends to promoting GMP, its affiliates, the Services, or the Site. You confirm that (a) you own Your Content or possess the necessary rights to grant the rights and licenses specified in these Terms, and (b) Your Content and our use of Your Content as licensed herein do not and will not violate, misappropriate, or infringe upon any third party's rights.
7. Proprietary Rights
The product or service names, logos, and other marks associated with GMP, including GMP's name and logo, used on the Site or as part of the Services, are trademarks owned by GMP, its affiliates, or its licensors where applicable. You are prohibited from copying, imitating, or using them without prior written consent from GMP or the relevant licensors. These Terms do not confer any rights to you regarding those trademarks. Additionally, you are not permitted to remove, obscure, or alter any legal notices presented within or alongside the Services.
8. Third-Party Services
The Services may provide access to links, sites, applications, or resources on the World Wide Web, and may facilitate interaction with content, services, applications, and/or resources offered by third parties (such as eligible crypto wallet providers and blockchain networks) that are not owned or controlled by GMP (referred to collectively as "Third-Party Services"). Certain functionalities of the Service may necessitate registration for or use of Third-Party Services. You acknowledge and agree that GMP bears no responsibility for the availability of such Third-Party Services, and does not endorse or assume liability for any content, advertising, products, or other materials on or available from such Third-Party Services. Additionally, you understand and agree that GMP shall not be held accountable or liable, directly or indirectly, for any damage or loss incurred or claimed to be caused by or in connection with the use of or reliance on any Third-Party Services, including your use of or reliance on any content, goods, or services accessible on or through any Third-Party Services.
YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE, INCLUDING ANY INTERACTION OR TRANSACTION CONDUCTED BY YOU WITH, ON, OR THROUGH ANY THIRD-PARTY SERVICE, IS SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS OF THE THIRD-PARTY SERVICE AND/OR ANY OTHER TERMS PROVIDED ON OR AGREED TO BY YOU IN CONNECTION WITH SUCH THIRD-PARTY SERVICE. ANY TRANSACTION OR INTERACTION WITH, ON, OR THROUGH A THIRD-PARTY SERVICE IS SOLELY BETWEEN YOU AND THE RELEVANT THIRD PARTY. IF YOU CHOOSE TO ACCESS OR USE A THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU ACKNOWLEDGE THAT THESE TERMS DO NOT GOVERN YOUR USE OF SUCH THIRD-PARTY SERVICE. YOU EXPLICITLY RELEASE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY SERVICE.
9. Modification, Suspension, and Termination
We reserve the right, at our sole discretion and with or without prior notice to you, to make modifications, suspend, or disable (temporarily or permanently) the Services, either in full or in part, for any reason, including but not limited to, restricting transactions to only allow open GMP funds to be closed. Upon termination of your access, your right to use the Services will cease immediately. We shall not be held liable for any losses incurred by you as a result of any modifications to the Services or due to any modifications, suspension, or termination of your access to all or any portion of the Site or the Services, for any reason. The following sections of these Terms will persist beyond any termination of your access to the Site or the Services, irrespective of the reasons for such termination: Sections 7 through 15, as well as any other provision that should survive by law or by its inherent nature.
10. Assumption of Risks
By utilizing the Services or interacting with the Site in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like XRP; XRP Ledger (XRPL) blockchain-based tokens, and systems that interact with blockchain-based networks. GMP does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the XRP Ledger blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that GMP is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as "forks," which may materially affect the Services. Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on a blockchain-based network. Neither GMP nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.
The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of GMP to continue to make available its proprietary software and, thus, could impede or limit your ability to access or use the Services.
You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update GMP-developed or owned software related to the Services to incorporate additional security measures necessary to address risks presented by technological advancements, but that intention does not guarantee or otherwise ensure the full security of the Services.
You understand that blockchain-based networks remain under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on blockchain-based networks may be variable and may increase at any time causing impact to any activities taking place on blockchain-based networks, which may result in price fluctuations or increased costs when using the Services.
You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services or Site. This warning and others GMP provides in these Terms in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.
Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. 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. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.
Use of the Services, in particular for Digital Assets transactions and entering into Gen. M Partners funds may carry financial risk. Digital Assets and decentralized protocols are highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible and final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss in transacting Digital Assets using Gen. M Partners funds can be substantial. You should, therefore, carefully consider whether such transactions are suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given GMP pool transaction. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services.
We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests and which may occur without notice to you.
You understand that the Service remains under development, which creates technological, transaction-related, and other risks when using the Services. These risks include, among others, delays in trades, withdrawals, and deposits resulting from the servers of GMP or any other operator of the Services being offline; an incorrect display of information on the Site in the case of server errors; or transactions using the Services being rolled back in the case of server errors. You acknowledge that these risks may have a material impact on your transactions using the Services, which may result in, among other things, failing to fulfill transactions at your desired price or at all.
11. Indemnification
You agree to defend, indemnify, and hold harmless to GMP, its affiliates, and their respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively referred to as "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost, or expense, including reasonable attorneys' fees, arising from or related to (a) your use of, or actions in connection with, the Site or the Services (including the Service); (b) Digital Assets associated with your blockchain address; (c) any feedback or user content you provide to GMP regarding the Site or the Services, if applicable; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are required to indemnify any Indemnified Party, GMP (or, at its discretion, the relevant Indemnified Party) reserves the right, in its sole discretion, to control any action or proceeding and to determine whether GMP wishes to settle, and if so, on what terms. You agree to cooperate with GMP in its defence.
12. Legal Disclaimers
Within this section of our documents, we present legal disclaimers to clarify the rights and responsibilities of both the fund and its investors. It includes disclaimers regarding the accuracy and completeness of the information provided in the docs, limitations on the fund's liability for any inaccuracies or omissions, and provisions outlining the allocation of risks between the parties involved. Investors are advised to carefully review these disclaimers and limitations to understand the extent of their rights and the protections afforded to them under the Terms & Conditions of the offering. This section aims to mitigate legal risks and provide clarity on the allocation of liabilities between the fund and its investors.
ANY SECONDARY TRANSACTIONS BETWEEN USERS OF THE SERVICES ARE EXECUTED PEER-TO-PEER DIRECTLY BETWEEN THE USERS ON A BLOCKCHAIN ADDRESS THROUGH A SMART CONTRACT. YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS THAT GOVERN YOUR USE OF PRODUCTS, INCLUDING, ALL FOREIGN APPLICABLE LAWS. GMP DOES NOT OWN OR CONTROL THE UNDERLYING SOFTWARE PROTOCOLS THAT ARE USED IN CONNECTION WITH THE BLOCKCHAINS. IN GENERAL, DECENTRALIZED PROTOCOLS ARE OPEN SOURCE AND ANYONE CAN USE, COPY, MODIFY, AND DISTRIBUTE THEM. GMP IS NOT RESPONSIBLE FOR THE OPERATION OF DECENTRALIZED PROTOCOLS, AND GMP MAKES NO GUARANTEE OF THEIR FUNCTIONALITY, SECURITY, OR AVAILABILITY.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE AND THE SERVICES (AND ANY OF THEIR CONTENT OR FUNCTIONALITY) PROVIDED BY OR ON BEHALF OF US ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WE EXPRESSLY DISCLAIM, AND YOU HEREBY WAIVE, ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, LEGAL, STATUTORY OR OTHERWISE, OR ARISING FROM STATUTE, OTHERWISE IN LAW, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED OR LEGAL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, AVAILABILITY, RELIABILITY, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE SERVICES (INCLUDING ANY DATA RELATING THERETO) WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, OR ERROR-FREE. FURTHER, WE DO NOT WARRANT THAT ERRORS IN THE SITE OR THE SERVICES ARE CORRECTABLE OR WILL BE CORRECTABLE.
YOU ACKNOWLEDGE THAT YOUR DATA ON THE SITE MAY BECOME IRRETRIEVABLY LOST, CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACKS, SOFTWARE FAILURES, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIALS (INCLUDING THOSE WHICH MAY INFECT YOUR COMPUTER EQUIPMENT), PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT SUCH WARRANTIES CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
No Warranty Or Representation: All of Gen. M Partners' information and documents are provided for informational purposes only and do not constitute a warranty or representation regarding the accuracy, completeness, or suitability of the information contained herein. Investors are advised to conduct their due diligence and seek independent advice before making any investment decisions.
Forward-Looking Statements: Any statements contained that are not historical facts are forward-looking statements within the meaning of applicable securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The fund undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investment Risks: Investment in the fund involves risks, including the risk of loss of capital. Past performance is not indicative of future results, and there can be no assurance that the fund's investment objectives will be achieved or that investors will receive a return on their investment. Investors should carefully consider their investment objectives, risk tolerance, and financial situation before investing in the fund.
Regulatory Compliance: The fund operates in a highly regulated environment and is subject to various laws, regulations, and guidelines. While the fund endeavours to comply with all applicable regulatory requirements, there can be no assurance that regulatory authorities will not take enforcement actions or impose penalties or sanctions against the fund for violations of such laws, regulations, or guidelines. Investors are strongly advised to read the entire document carefully, including all risk factors and disclosures, before making any investment decisions.
13. Limitation of Liability
To the fullest extent permitted by law, the fund, its affiliates, and their respective directors, officers, employees, and agents shall not be liable for any damages, including but not limited to direct, indirect, incidental, consequential, or punitive damages, arising out of or in connection with the use of or reliance on the documents or any information contained herein. This limitation of liability applies regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, even if advised of the possibility of such damages.
IN NO EVENT SHALL GMP'S AGGREGATE LIABILITY (TOGETHER WITH ITS AFFILIATES, INCLUDING ITS AND ITS AFFILIATES' RESPECTIVE STOCKHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, OR CONTRACTORS) ARISING OUT OF OR IN CONNECTION WITH THE SITE AND THE SERVICES (AND ANY OF THEIR CONTENT AND FUNCTIONALITY), ANY PERFORMANCE OR NONPERFORMANCE OF THE SERVICES, YOUR DIGITAL ASSETS, OR ANY PRODUCT, SERVICE, OR OTHER ITEM PROVIDED BY OR ON BEHALF OF GMP, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, CIVIL LIABILITY, STATUTE, STRICT LIABILITY, OR ANOTHER THEORY OF LIABILITY EXCEED THE LESSER OF US $50 OR THE NUMBER OF FEES PAID BY YOU TO GMP UNDER THESE TERMS, IF ANY, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE THE RESULT OF GMP'S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF THE LAW.
14. Dispute Resolution and Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH GMP AND LIMITS HOW YOU CAN SEEK RELIEF FROM GMP. Also, arbitration precludes you from suing in court or having a jury trial. You and GMP agree that any dispute arising out of or related to these Terms or the Services is personal to you and GMP and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.
Any dispute, controversy, or claim arising out of or in relation to these Terms, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Gibraltar Arbitration Law. There shall be one arbitrator; the appointing authority may be based on mutual agreement, be chosen by the parties or in the absence of such agreement, the court may designate an appointing authority. The seat of the arbitration shall be Gibraltar and the language of the arbitration shall be English. The applicable law shall be Gibraltar law or another choice of law determined in GMP's sole discretion.
With respect to all persons and entities, regardless of whether they have obtained or used the site for personal, commercial or other purposes, all disputes, controversies or claims must be brought in the parties' capacity, and not as a plaintiff or class member in any purported class action, collective action or other representative proceeding. This waiver applies to class arbitration, and unless we agree otherwise, the arbitrator may not consolidate more than one person's claims. You agree that, by agreeing, you and GMP are each waiving the right to a trial by jury or to participate in a class action, collective action, or other representative proceeding of any kind. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to these Terms in the courts referred to in this Section 14.2.
To the fullest extent permitted by Applicable Law, any claim arising out of or related to these Terms or the Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and GMP will not have the right to assert the claim.
If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties' ability to compel arbitration of any remaining claims on an individual basis under this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall have stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim from seeking public injunctive relief, then that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
15. General Information
Privacy Policy. Please refer to our Privacy Policy for information about how we collect, use, share and otherwise process information about you.
Consent to Electronic Delivery. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Site or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy.
Remedies. Any right or remedy of GMP outlined in these Terms is in addition to, and not instead of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of GMP in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
Force Majeure. We will have no responsibility or liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
Assignment. You may not assign or transfer any right to use the Site or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
Entire Agreement. These Terms contain the entire agreement between you and GMP and supersede all prior and contemporaneous understandings between the parties regarding the Site and the Services.
Interpretation. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will be controlled unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.
No Third Parties. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms other than the Indemnified Parties.
Part II: Product-Specific Terms
The Product Specific Terms below are additional terms that apply to your access to and use of the specific Products and/or Services identified below. The Product Specific Terms are incorporated by reference into and form a part of the Terms. Any capitalized terms not defined in the Product Specific Terms have the meanings set forth above. In the event of any conflict between a provision in the General Terms and any applicable Product Specific Terms, the provision in the applicable Product Specific Terms will govern.
Tokenized Private Equity Fund $TPEF
$TPEFGen. M Partners tokenized private equity fund $TPEF enables eligible users to purchase asset-backed digital security (the "Token") directly on genmpartners.com on the platforms page.
1. Eligibility
You may only purchase and receive the benefits of the Token if you are eligible in accordance with and subject to the Terms, including these Tokenized Private Equity Fund Token Product-Specific Terms.
THE TOKEN IS NOT AVAILABLE TO ALL USERS AND MAY NOT BE AVAILABLE TO YOU. THE TOKEN IS NOT AVAILABLE TO CUSTOMERS THAT DO NOT MEET THE ELIGIBILITY REQUIREMENTS YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND COMPLYING WITH THE APPLICABLE ELIGIBILITY REQUIREMENTS. YOU EXPRESSLY RELIEVE GMP FROM ANY AND ALL LIABILITY ARISING FROM ANY NONCOMPLIANCE WITH THE ELIGIBILITY REQUIREMENTS. GMP IS NOT AND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF ANY NONCOMPLIANCE WITH THE ELIGIBILITY REQUIREMENTS OR YOUR USE OF THE TOKEN, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) ANY ISSUES WITH ANY TOKEN ISSUER OR BLOCKCHAIN NETWORK; (II) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (III) SERVER FAILURE OR DATA LOSS; (IV) CORRUPTED FILES; OR (V) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE TOKEN.
2. Wallet Connection and Other Third-Party Services
To purchase the Token, you may be required to connect an eligible crypto wallet and provide certain information through functionality offered by a Third-Party Service, which may involve registering for and accessing, downloading or otherwise installing additional software.
If you connect an eligible crypto wallet or otherwise connect to the Token with a Third-Party Service, you give us and third parties (for example, validator addresses and other service providers that support the functionality of the Token) permission to access and use your information from that Third-Party Service as permitted by that Third-Party Service, and if necessary, to store and use your credentials for that Third-Party Service.
3. Token Fees
You may be required to pay certain fees (for example, network fees) in order to instruct the execution of smart contracts in connection with the Token and to otherwise purchase the Token.
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