Effective Date: June 1, 2025
These Terms of Service (the "Terms" or the "Agreement") govern your access to and use of the products and services provided by Savannah Holdco d/b/a LopeNexus.com (the "Company," "we", "our," or "us"). The products and services include, but will not necessarily be limited to: (1) the content on our website located at https://LopeNexus.com or any other websites, pages, features, or content we own or operate or when you use our mobile application ("Website"); (2) any application program interface ("API") made available by the Company to you as a service or third-party applications relying on such API; (3) the Platform (defined below) which provides Digital Asset trading services; and (4) any other services that the Company may make available, directly or indirectly.
Please read these Terms, our Privacy Policy, and any other terms referenced in this document carefully. These terms were last updated on November 18, 2024.
By accessing our Website or Platform, registering for an Account (defined below) with the Company, or otherwise using any of the products or services offered by the Company you agree that you have read, understand, and accept these Terms. If you do not agree with these Terms, you are not authorized to access or use the products and services offered by the Company, or any other aspect of our business.
NOTICE: These Terms contain important legal provisions including a binding arbitration provision and class action waiver, your indemnification responsibilities, our limitation of liability, and warranty disclaimers. Please read these Terms carefully.
To access or use any of our products or services, you must be able to enter into a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction and have the full right, power, and authority to enter into and comply with these Terms on behalf of yourself and any company or legal entity for which you may access or use our products. If you are entering into this Agreement on behalf of an entity, you represent to us that you have the legal authority to bind such entity.
We may amend or modify these Terms at any time by posting the revised Terms on our website and/or providing a copy to you ("Revised Terms"). Revised Terms will be effective as of the time they are posted. Your continued use of our products and services after the posting of Revised Terms constitutes your acceptance of such Revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of our products and services and to close your Account.
Please read the following paragraph carefully because it requires you to arbitrate disputes with us and it limits the manner in which you can seek relief.
You and the Company agree to arbitrate any dispute arising from these Terms or use of the Company's products or services, or any other acts or omissions for which you may contend that the Company is liable. Any such claim or controversy will be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. The arbitration will be held on a confidential basis before a single arbitrator, who will be selected pursuant to JAMS rules. The arbitration will be held in California, unless you and we both agree to an alternative location. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
If for any reason a claim must proceed in court rather than in arbitration you and we agree to waive any right to a jury trial. Any such claim must be brought in a Federal District Court or a California state court located in San Francisco.
You must bring any and all disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding, including class arbitration. You and we both agree to waive the right to a jury trial.
The Company does not provide investment, tax, or legal advice. You are solely responsible for determining whether any trade, trading strategy, or related transaction is appropriate for you based on your personal objectives, financial circumstances, and risk tolerance. Information provided by the Company or any third-party sites including but not limited to blog posts, articles, links to third-party content, tutorials, news, and videos, does not constitute investment advice, financial advice, trading advice, or any other advice. The Company does not recommend that any Digital Asset be bought, sold, or held by you.
By accessing and using any of the products or services, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems. In particular, you understand that the value of Digital Assets can increase or decrease, and there can be a substantial risk that you lose money buying, selling, holding, or trading in Digital Assets. Digital Assets are subject to volatile market price movements. Further, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed.
The Company is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the U.S. or to U.S. persons. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of any of our products or services; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; (c) any other party’s access and use of any of our products or services with your assistance or using any device or account that you own or control; and (d) any dispute between you and (i) any other user of any of the products or services or (ii) any of your own customers or users. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.
Except as otherwise required by law, in no event will the Company, our directors, members, employees, or agents be liable for any special, indirect, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, or loss of data, whether in an action in contract, tort, or otherwise, arising out of or relating to the use of or inability to use the products or services, including without limitation any damages caused by or resulting from reliance by any user on any information obtained from the Company.
The Company assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content on our Website, API, Platform or general marketing; (b) personal injury or property damages, of any nature whatsoever, resulting from any access or use of the Website, API, or Platform; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to any of the Website, API, Platform, products of services; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Website, API, Platform, products or services; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through any of the products; and (g) the defamatory, offensive, or illegal conduct of any third party.
The Company has no liability to you or any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via any of our products or services. Except as expressly provided for herein, the Company does not provide refunds for any purchases that you might make on or through any of our products.
To the extent permitted by applicable law, in no event will the aggregate liability of the Company (including our directors, members, employees, and agents), whether in contract, warranty, tort, product liability, strict liability, or other theory, arising out of or relating to the use of or inability to use the products or services or to these Terms exceed the fees paid by you to the Company for the applicable services during the twelve (12) months immediately preceding the date of any claim giving rise to such liability.
Some jurisdictions prohibit the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
Unless expressly provided in these Terms, our products and services are provided on an “as is” and “as available” basis. We expressly disclaim, and you waive, all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to our services, including the information, content and materials contained in our Website, API, or Platform.
You acknowledge that information you store or transfer through our products or services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including but not limited to software failures, protocol changes by third-party service providers, Internet outages, force majeure event or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintain duplicate copies of any information you store or transfer through our services.
The Company makes no warranties or representations, express or implied, about linked third-party services, the third parties they are owned and operated by, the information contained on them, assets available through them, or the suitability, privacy, or security of their products or services. You acknowledge the assumption of all risk arising from your use of third-party services. The Company will not be liable under any circumstances for damages arising out of or in any way related to software, products, services, or information offered or provided by third-parties and access through any of our products.
Some jurisdictions prohibit the exclusion of certain warranties. Accordingly, some of the limitations of this section may not apply to you.
To be eligible to use the Company's products and services, you must be an individual, corporation, legal person, entity, or other organization residing in a location in which the products and services are available, with the full power, authority, and capacity to access and use the products and services and to enter into and perform your obligations under these Terms. If you are an individual, you must be at least the age of majority in your jurisdiction (i.e., age 18 in the United States). The Company allows only individuals that are current residents of the state of California or entities that have their principal place of business in the state of California to use the Platform.
You must register for an Account on our Platform to use the Company's products and services. You will need to complete certain verification procedures before you are permitted to use the products and services. By registering for or using an Account, you agree and represent that you have created your Account and you will use your Account only for yourself, and not on behalf of any third party. Each user may register only one Account, and is fully responsible for all activity that occurs on their Account. The Company may, in its sole discretion, refuse to open an Account, suspend or terminate any Account, suspend or terminate the sending of Digital Assets from your Account, or suspend or terminate the trading of Digital Assets in your account.
The Company's products and services can be accessed directly through the Company's website at https://LopeNexus.com or through our mobile application. Access to the Company's products and services may become degraded or unavailable during times of significant volatility or volume. This could result in significant support response time delays. We do not represent that the Company's website or services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. The Company will not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from the Company's customer support.
When accessing our products and services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our products and services. Without limiting the foregoing, you agree that you will not (i) modify, copy, display, republish, or create derivative works based on the Company's products or services or the underlying software; (ii) frame, scrape, link to, or mirror any content forming part of the Company's products or services, other than framing on Customer's own intranets or otherwise for its own internal business purposes; (iii) disassemble, reverse engineer, or decompile the Company's products or services or the underlying software; (iv) access the Company's products or services in order to build a competitive product or service, or copy any ideas, features, functions, or graphics of the products or services; (vi) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Company's products or services available to any third party; (vi) use the Company's products or services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) use the Company's products or services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; (ix) upload to the Company's website or use the Company's products or services to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents, or programs; (x) interfere with or disrupt the integrity or performance of the Company's products or services or the data contained therein; (xi) conduct any platform monitoring, penetration testing or vulnerability scanning of the Company's products or services; or (xii) attempt to gain unauthorized access to the Company's products or services or their related systems or networks.
The Company provides a Platform for the trading of Supported Digital Assets. You may use the Platform to execute the following trades: (a) sale of a Digital Asset for fiat or another Digital Asset; and (2) purchase of a Digital Asset with fiat or another Digital Asset.
When you buy or sell Supported Digital Assets on the Company's Platform, you are buying Supported Digital Assets from the Company or selling such assets to the Company. The Company will buy or sell Digital Assets using its own store of digital assets and is a counterparty to all transactions executed on the Platform.
You can purchase Digital Assets using Digital Assets or fiat currency in your Account. In order to purchase Digital Assets you must send fiat currency to the Company's bank account, using the instructions provided to you, or send Digital Assets to the Company's Digital Asset wallet, using the instructions provided to you. Upon receipt of your fiat or Digital Asset transfer, the Company will credit your Account to enable you to trade on the Platform.
You may be subject to limits on the value of transactions, or deposits into or withdrawals out of your Account, stated in U.S. dollars, that you may transact in a given period. We reserve the right to change any applicable limits from time-to-time in our sole and absolute discretion. Current limits on Platform trading, deposits, and withdrawals are available on our website.
Once a transaction has been executed, you may not change, withdraw or cancel your authorization for the Company to complete such transaction. While we may, at our sole discretion, reverse an order or transaction under certain extraordinary conditions, a customer does not have a right to a reversal of an order or transaction. If you have an insufficient amount of assets in your Account to complete a transaction, we may cancel the entire transaction.
You are solely responsible for the control and use of your Account and any transaction instruction sent from your Account is deemed to be authorized and is binding on you. We are not obliged to verify the identity or authority of any person(s) using your Account for the purpose of ensuring that you in fact have made or authorized the transaction instruction. We will be at liberty to accept, and rely on, any instruction sent from your Account.
You must notify us immediately if you notice unauthorized or suspicious activity in your Account.
All Digital Assets and fiat currency held in your Account are custodial assets held by the Company for your benefit. Title to Digital Assets and fiat currency at all times remains with you and is not transferred to the Company.
You control the Digital Assets and fiat currency held in your Account. At any time, subject to outages, downtime, legal and regulatory obligations or other applicable restrictions as provided herein, you may withdraw your Digital Assets or fiat currency by instructing the Company to debit the applicable Digital Asset or fiat currency from your Account and transferring the Digital Assets to an external digital asset wallet that you own or the fiat currency to a bank account in your name.
In order to more securely and effectively custody assets, the Company may use shared blockchain addresses, controlled by the Company, to hold Digital Assets on behalf of users and/or on behalf of the Company. We maintain separate ledgers for users’ Accounts and accounts held by the Company for its own benefit. Digital Assets owned by the Company are not kept in wallets with Digital Assets owned by users. Similarly, the Company uses an omnibus bank account to custody user funds. That bank account is separate from the account that holds fiat currency owned by the Company.
Users are able to access the Platform on an invitation-only basis. Current customers are permitted to invite two new customers per month. Newly invited customers must undergo the above-outlined registration process, and must be eligible to use the Company's products and services pursuant to these Terms. All customer relationships are tracked by the Company in a social graph. Receipt of an invitation provides the recipient an opportunity to create an Account on the Platform, but does not provide the recipient a right to have an Account and the Company has no obligation to provide any Account, or provide any services to, any person who has received an invitation. The Company may, in its sole discretion, choose to freeze, suspend, or cancel the Account of a user found to have invited another user or users that engaged in conduct violating these Terms, any law or regulation, or otherwise engaged in conduct detrimental to the Company.
Our complete trading fee schedule is available at our website. You are solely responsible for all fees related to deposits and withdrawals, whether made in fiat currency or Digital Assets, which may be imposed by third parties involved in such transfers or that may arise from fees associated with transactions on particular blockchains. You acknowledge and accept that such fees are not set by the Company and the Company has no ability to alter such fees. You authorize us, or our designated payment processor, to charge or deduct from your Account any applicable fees (including third party fees) owed in connection with trades, transactions, or other actions you complete when using our products and services.
You acknowledge and agree 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 individuals, in connection with this Agreement. Accordingly, you represent and warrant that 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 such data are accurate, up to date and relevant when disclosed. You represent that, before providing any such personal data to us, you have read and understood our Privacy Policy, and that if from time to time we provide you with a revised version of the Privacy Policy, you will promptly read and abide by the revised policy.
Please refer to our Privacy Policy for additional information about how we collect, use, and share your information.
If you suspect that your 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 the Company, you must notify our customer support team immediately and provide accurate and up to date information throughout the duration of the breach. You must take any steps that we reasonably require to reduce, mitigate, or manage any breach. Prompt reporting of a breach does not guarantee that the Company will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the breach.
You are responsible for creating a strong password and maintaining security and control of any and all electronic devices, IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access our products and services. You are responsible for keeping your email address and telephone number up to date in your Account in order to receive any notices or alerts that we may send you.
You agree and understand that all communication with you will be via email or another electronic method that the Company may prescribe from time-to-time. We will use the email address on record for your Account as our primary means of communicating with you. It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if the Company sends you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, or blocked or sent to spam by your service provider, or you are otherwise unable to receive electronic communications, the Company will be deemed to have provided the communication to you.
You consent and agree that your use of a keypad, mouse, or other device to select an item, button, or icon (e.g., an electronic "I accept" button) or similar act or action while using any electronic service we offer, or in accessing or making any transactions regarding any document, agreement, acknowledgement, consent, term, disclosure, or condition constitutes your acceptance, agreement, and signature, as if actually signed by you in writing.
The tax treatment of Digital Asset transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using the Platform. You are solely responsible for reporting and paying any applicable taxes arising from transactions using the Platform, and you acknowledge that the Company does not provide investment, legal, or tax advice with respect to these transactions. You understand that the Company will report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using the Platform to a tax or governmental authority in accordance with the requirements of applicable law. The Company also will withhold taxes applicable to your transactions or to payments or distributions made or deemed made by you in accordance with the requirements of applicable law. From time to time, the Company will ask you for tax documentation or certification of your taxpayer status, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Digital Asset transactions.
By trading Digital Assets on the Platform and other use of the products and services, you agree that you will fully comply with all economic sanctions laws and any other restrictive trade measures imposed by an applicable governmental authority. You represent to us that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the Specially Designated Nationals and Blocked Persons List ("SDN List") maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen of, resident of, located in, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions imposed by the United States (currently including, without limitation, the Crimea region of Ukraine, the so-called Donetsk and Luhansk People’s Republics regions of Ukraine, Cuba, Iran, North Korea, and Syria).
You are not permitted to transact in Digital Assets or use any of the Company's products or services if: (a) we are prohibited from providing services to you under any applicable laws and regulations, including but not limited to applicable economic sanctions; or (b) you transact or deal with any sanctioned person, or otherwise transact or deal with any person in violation of economic sanctions or in any manner that would cause any person, including the Company, to engage in prohibited or sanctionable conduct or otherwise be in violation of applicable sanctions or any other restrictive trade measures.
Unless otherwise indicated in these Terms, all copyright and other intellectual property rights such as trademarks (including goodwill associated therewith, and whether or not registered or at common law), patents and trade secrets, in all information, data, text, code, images, links, sounds, graphics, videos, and other materials contained on the Platform, Website, or mobile applications, or provided in connection with the products or services, including, without limitation, our logo and all designs, information, data, text, code, images, links, sounds, graphics, videos, other materials, and the selection and arrangement thereof are the Company's property and are protected by U.S. and international copyright laws and other intellectual property rights laws.
We hereby grant you a limited, nonexclusive, non-transferable and non-sublicensable license to access and use such materials for your non-commercial personal or internal business uses. Such license is subject to these Terms and does not permit resale, distribution, public performance, public display, modification, development of derivative works, or use for other than for intended purposes of the relevant materials. The license granted under herein automatically terminates if we suspend or terminate your access to our products and/or services.
Should you have feedback or general questions, contact us on our Customer Support webpage at LopeNexus.com. The Company requires that all legal documents be served on our registered agent for service of process.
Please note that our registered agent will accept service only if the entity identified as the recipient of the document identically matches the name of the entity registered with the Secretary of State and for which our registered agent is authorized to accept service. By accepting service of a legal document, the Company does not waive any objections we may have and may raise in response to such document.
You agree to be bound by the Arbitration provisions found in section 3.1 of these Terms.
These Terms, including any documents, materials, or information incorporated by reference herein, set forth the entire Agreement between you and the Company with respect to the Company's products and services. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications, and other understandings relating to the subject matter of the Terms.
You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent will be null and void. We may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
The Company's failure or delay in exercise any right, power, or privilege under these Terms shall not operate as a waiver thereof.
If any provision of these Terms or any terms or documents incorporated by reference into these Terms is determined to be illegal, invalid, or unenforceable, it will not affect the validity or enforceability of any other of these Terms which will remain in full force and effect.
All provisions of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms.
The Company may provide any notice to you under this Agreement using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.
You agree that the laws of the state of California, without regard to principles of conflict of laws, govern this Agreement and any dispute between you and us.
The Company will not be liable for delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond its reasonable control, including, but not limited to, any act of God, significant market volatility, nuclear or natural disaster, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency, malfunction of equipment, interruption or malfunction of utility, communications, computer (hardware or software), Internet, or network provider services, change in political climate or the laws governing the Company, other catastrophe or any other occurrence which is beyond the Company's control.
The Company is an independent contractor for all purposes. Nothing in this Agreement is intended to operate to create a partnership or joint venture between you and the Company, or authorize you to act as agent of the Company.
Though we intend to provide accurate and timely information on our website, Platform, and through our products and services, they may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. Information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, agreements, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information obtained through our products or services are your sole responsibility and we will have no liability for any such decisions.
Headings of sections are for convenience only and will not be used to limit or construe such sections.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
Please contact us if you have any questions about these Terms. We will respond within a reasonable timeframe. You may contact us via our website LopeNexus.com.