Terms & Conditions
Last Updated: June 13, 2016
Terms and Conditions
This User Agreement (“Agreement”) is a contract between you (“you,” “your” or “user”) and Aquila Services, Inc. ("Aquila," "Aquila Cash Flow,” “we,” “us,” or “our”) and applies to your use of: (a) the Aquila website located at aquilacashflow.com, the Aquila API, and any associated Aquila -hosted websites or mobile applications (collectively the “Aquila Site”), and (b) any of the services provided to you by Aquila (together with the Aquila Site, the “Aquila Services”).
By accessing or using the Aquila Services, printing or downloading materials from the Aquila Site, or otherwise using the Aquila Site, you agree to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement, use of and access to any Aquila Services is prohibited.
We may amend or modify this Agreement at any time by posting a revised User Agreement on the Aquila Site, and such changes or modifications shall be effective at that time. By continuing to access or use the Aquila Services after we have posted a revised Agreement, you agree to be bound by the modified Agreement. In the event that you do not agree to be bound by the modified Agreement, you must cancel your Aquila Account in the manner described in Section 2.5 below and otherwise cease accessing or using the Aquila Services. You further agree that we may (a) modify or discontinue any portion of the Aquila Services, and (b) suspend or terminate your access to the Aquila Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Aquila Services, or suspension or termination of your access to the Aquila Services, except to the extent otherwise expressly set forth herein.
To be eligible to use the Aquila Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity if you reside in a jurisdiction where the age of majority or contractual capacity is above 18 years of age). By accessing or using the Aquila Services you represent and warrant that you are 18 or older.
Please note the following risks of using Aquila Services:
- Aquila Services.
Your Aquila account ("Aquila Account") encompasses the following Aquila Services:
- Aquila Account
- Registration of Aquila Account. In order to use any of the Aquila Services, you must first register by providing an e-mail address and password. Upon successful completion of the registration process, Aquila will establish your Aquila Account. Aquila may, in our sole discretion, refuse to allow you to establish a Aquila Account, or limit the number of Aquila Accounts that a single user may establish and maintain at any time.
- Identity Verification. In order to use certain features of the Aquila Services, you may be required to provide Aquila with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). Aquila may also require you to answer certain questions or take actions in order to verify your identity, provide the Aquila Services to you, or comply with applicable law. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Aquila if any information changes. You hereby authorize Aquila to, directly or through third parties, (i) make any inquiries we consider necessary to verify your identity and/or account information, and (ii) request and obtain any consumer report, credit report, or similar information relating to you, and to take action we reasonably deem necessary based on the results of such inquiries and reports, and you hereby authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.
- Third-Party Applications. If, to the extent permitted by Aquila from time to time, you grant express permission to a third party to access or connect to your Aquila Account, either through the third party's product or service or through the Aquila Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party using your Aquila Account credentials. Further, you acknowledge and agree that you will not hold Aquila responsible for, and will indemnify Aquila from, any liability arising out of or related to any act or omission of any third party using your Aquila Account credentials. You may change or remove permissions granted by you to third parties with respect to your Aquila Account at any time through the your Account Settings page on the Aquila Site.
- Suspension/Termination and Aquila Account Cancellation. Aquila may: (a) suspend or terminate your access to any or all of the Aquila Services, and (b) deactivate or cancel your Aquila Account as required by a valid subpoena or court order, or if Aquila reasonably suspects you of using your Aquila Account in furtherance of illegal activity, or if you take any action that Aquila deems as circumventing Aquila 's controls, including, but not limited to, opening multiple Aquila Accounts or abusing promotions which Aquila may offer from time to time. court order. You may cancel your Aquila Account at any time.
- Use of the Aquila Site.
- Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Aquila Site, and the content, materials, information, and functionality available in connection therewith (collectively, the “Content”) solely for informational, transactional, or other approved purposes as permitted by Aquila from time to time. Any other use of the Aquila Site or Content is expressly prohibited. All other rights in the Aquila Site or Content are reserved by us and our licensors. We reserve all rights in the Aquila Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the Aquila Site or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Aquila Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Aquila Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the Aquila Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. "sericatrading.com", "Aquila ", and all logos related to the Aquila Services or displayed on the Aquila Site are either trademarks or registered marks of Aquila or its licensors. You may not copy, imitate or use them without Aquila 's prior written consent.
- Website Accuracy. Although we intend to provide accurate and timely information on the Aquila Site, the Aquila 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 with or 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 Aquila Site are your sole responsibility and we shall have no liability for such decisions.
- Third-Party Materials. From time to time, the Aquila Site may contain references or links to third-party materials (including without limitation websites) not controlled by us. We provide such information and links as a convenience to you. Such links should not be considered endorsements of these sites or any content, products, or information offered on such sites, and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the Aquila Site, including without limitation content, property, goods, or services available on the linked sites.
- Application Programming Interface. Any person or entity who uses Aquila 's Application Programming Interface ("Aquila API") must comply with the terms of this User Agreement and/or any other conditions as Aquila may put into place in its sole discretion from time to time. The Aquila API is owned by Aquila and is licensed to Aquila API users on a non-exclusive, non-sublicensable basis.
- Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Aquila . Always log into your Aquila Account through the Aquila Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
- Our Relationship with You.
- Relationship of the Parties. Aquila 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 Aquila to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Aquila to be treated as the agent of the other.
- Service Providers. From time to time, Aquila may engage third parties to assist Aquila in providing certain aspects of the Aquila Services (each, a “Service Provider”). Service Providers may include, but are not limited to, Aquila 's banking partners, third party custodians, and technology or engineering service providers.
- Privacy of Others; Marketing. If you receive information about another user through the Aquila Services, you must keep the information confidential and only use it in connection with the Aquila Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation, and accounting unless you receive the user’s express consent to do so. You may not send unsolicited email to a user through the Aquila Services.
- Password Security and Keeping Your Contact Information Current.
You are responsible for 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 Aquila Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Aquila Account by third-parties and the loss or theft of any blockchain assets, POCs, and/or other funds held in your Aquila Account and any associated accounts. 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. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Aquila Account information has been compromised, contact Aquila Support immediately.
- Consent to Electronic Records. By using the Aquila Services, you agree that Aquila may provide you with any notices or other communications about your Aquila Account and the Aquila Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Aquila Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Aquila Account and your Aquila Account will be canceled in accordance with Section 2.E.
- Notices to Aquila. We prefer receiving notices to Aquila electronically through our online support system. Paper notifications can also be sent to Aquila Services, Inc., 660 4th Street, #214, San Francisco, CA 94107.
- Restricted Activities.
- Fiduciary Accounts/Custodial Assets. You hereby certify to us that any funds used by you in connection with the Aquila Services are either owned by you or that you are validly authorized to carry out transactions using such funds. In particular, you acknowledge that Aquila may not be a qualified custodian under applicable law, and represent that your use of the Aquila Services is in compliance with any applicable requirements governing the maintenance and use of fiduciary accounts and custodial assets.
- Restricted Activities. In connection with your use of the Aquila Services, and your interactions with other users, and third parties you will not:
- Violate or assist any party in violating any law, statute, ordinance, regulation, or any rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, unlawful gambling or consumer protections);
- Partake in a transaction which involves the proceeds of any unlawful activity;
- Defraud or attempt to defraud Aquila or other Aquila users;
- Infringe upon Aquila 's or any third party's copyright, patent, trademark, or intellectual property rights;
- Provide false, inaccurate, or misleading information;
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
- Interfere with another individual’s or entity’s access to or use of any of the Aquila Services;
- Defame, abuse, 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;
- Publish, distribute, or disseminate any unlawful material or information;
- Transmit or upload any material to the Aquila Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
- Harvest or otherwise collect information from the Aquila Site about others, including without limitation email addresses, without proper consent;
- Act as a payment intermediary or aggregator or otherwise resell any of the Aquila Services, unless expressly authorized by Aquila in writing;
- Transfer any rights granted to you under this Agreement;
- Otherwise attempt to gain unauthorized access to the Aquila Site, other Aquila Accounts, computer systems or networks connected to the Aquila Site, through password mining or any other means; or
- Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law.
- We reserve the right at all times to monitor, review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
- Disputes with Aquila .
- Disputes with Aquila . If you think we have made an error, contact us via our online help service or write to us at 660 4th Street, #214, San Francisco, CA 94107. In your correspondence, you must give us information sufficient to identify you, your Aquila Account, and the transaction on which you believe an error occurred. You must contact us within 30 days after the transaction occurred. We will use our best efforts to either correct the error or explain to you why we believe the transaction was correct within 30 days of receiving your request.
- Arbitration; Waiver of Class Action. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled on an individually basis in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes and you and Aquila hereby expressly waive trial by jury. The Arbitration shall take place in San Francisco, California, in the English language, and at your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in in any action or proceeding to enforce this agreement shall be entitled to costs and attorney’s fees. Additionally, you hereby waive your right to participate in a class action lawsuit or class-wide arbitration.
- Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with Aquila must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
- General Provisions.
- Limitations of Liability. In no event shall Aquila , its affiliates, and service providers, or any of their respective officers, directors, agents, joint ventures, employees, or representatives, be liable for lost profits, or any special, incidental, or consequential damages arising out of or in connection with the Aquila Site, the Aquila Services, or this Agreement (however arising, including negligence). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. The liability of Aquila , its affiliates, and service providers, or any of their respective officers, directors, agents, joint ventures, employees, or representatives, to you or any third parties in any circumstance, is limited to the lower of (A) the actual amount of direct damages; or (b) fees paid to Aquila by you in the preceding three months.
- Release of Aquila . If you have a dispute with one or more of the Aquila Services, you release Aquila , its affiliates, and service providers, and each of their respective officers, directors, agents, joint ventures, employees, and representatives from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, you waive any protection available to you under California Civil Code §1542, which says: [A] general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.
- No Warranty. The Aquila Services are provided “As Is” and “As Available” basis without any representation or warranty, whether express, implied, or statutory. Aquila specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Aquila does not guarantee continuous, uninterrupted, or secure access to any part of Aquila Services, and operation of the Aquila Site may be interfered with by numerous factors outside of our control. Aquila will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and check issuances are processed in a timely manner, but Aquila makes no representations or warranties regarding the amount of time needed to complete processing, because the Aquila Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.
- Indemnification. You agree to indemnify and hold Aquila , its affiliates, and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees, and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of Aquila Services, or (iii) your violation of any law, rule, or regulation, or the rights of any third party.
- Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Aquila as to the subject matter hereof, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Aquila .
- Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Aquila without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Aquila Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
- Change of Control. In the event that Aquila is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
- Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, Sections 2.E [Suspension/ Termination and Aquila Account Cancellation], 3.F [Payments], 4 [Use of the Aquila Site], 8 [Disputes with Aquila ], and 9 [General Provisions], shall survive the termination or expiration of this Agreement.
- Governing Law. This Agreement will be governed by the law of the State of Delaware except to the extent governed by federal law.
- Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
- Section Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.
- English Language Controls. Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.