Current as of 11/16/2022
Shrimpy is an investment adviser registered with the Securities and Exchange Commission. Shrimpy provides a service whereby registered users (each, a “Client”) can access a Digital Asset investment platform that allows Clients to gain investment exposure to baskets (the “Baskets”) of Digital Assets (as defined below) (the “Service”). Each Client appoints Shrimpy as investment adviser with respect to the Digital Assets placed by the Client in the Client’s account with Shrimpy (the “Account”). “Digital Assets” as used herein shall include, but not be limited to: decentralized Web3 applications, digital currencies, cryptocurrencies, cryptographic tokens, securities tokens, non-securities tokens, protocol tokens, non-fungible tokens, smart contracts, blockchain-based assets, crypto assets, digital currency networks, digital coins, stablecoins, altcoins, cryptocurrency platforms, decentralized application tokens, decentralized finance assets, initial coin offerings (“ICOs”), pre-ICOs, simple agreements for future tokens, simple agreements for future equity, Ethereum name services, staking, “synthetic” digital assets(e.g. entirely new tokens being created on existing blockchain technology) and other cryptofinance and digital assets that currently exist, or may exist in the future.
Acknowledgement of Risk: As with any asset, the value of Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. This same risk applies to your use of the Service. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding Digital Assets is suitable for you before investing in Digital Assets, either through the Service or otherwise.
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.
1. Account Registration. All information you provide to us upon registration for the Service or accessing the Site is, and at all other times will be, true, accurate, current and complete. You agree to promptly update any previously provided information that becomes inaccurate in anyway. Failure to do so shall constitute a breach of these Terms, which may result in the immediate termination of your user account. You may not enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person. You will also be required to verify your identity through a third-party identity verification platform. When you register, you will be asked to provide a User ID and password(the “Credentials”). You are solely responsible for maintaining the confidentiality of your Credentials, and you accept responsibility for all activities that occur under your Account. Any Credentials are provided for your personal use only, and you agree not to share your Credentials with any other person or entity. If you believe that your Account is no longer secure, or your Credentials become compromised, you will immediately notify us by email@example.com. When you register for the Service, you will be required to enter into the Investment Advisory Agreement. If you do not agree to the terms of the Investment Advisory Agreement, you will not register for the Service.
2. Eligibility; Authority. By agreeing to these Terms, you represent and warrant to us that: (a) you are of the legal age in your jurisdiction to form a binding contract, and in any event, at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have been duly authorized by all appropriate action of the entity, organization, or company to agree to these Terms on the entity, organization, or company’s behalf, and the terms are a legal, valid and binding agreement of the entity, organization, or company, enforceable against it in accordance with its terms.
3. Ownership, Limited License to Use the Site. Shrimpy or its third-party licensors own and maintain the Site, the Service and any image, text, software, code, trademark, logo or service mark contained in the Site. All information contained in this Site is confidential and intended solely for the use of those persons that have been granted permission to use this Site. Except as specifically permitted below, nothing contained in these Terms or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce, any image, text, software, code, trademark, logo or service mark contained in the Site, including without limitation the name or logo of Shrimpy, any of its affiliates and/or any other entity described on the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Shrimpy reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained in the Site.
Subject to your complete and ongoing compliance with these Terms, Shrimpy grants you a limited, nonexclusive license to download, display and otherwise use portions of the Site solely for your own private, non-commercial purposes, and to print pages from the Site only in connection with that use. You may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from Shrimpy which may be withheld for any or no reason. If you are prohibited under applicable law from using the Service, you may not use it.
The Site is generally intended to be viewed by a conventional Web browser, or on the Service’s mobile application obtained from a legitimate marketplace on a mobile device that you own or control. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You should not access the Site through devices or services that are designed to provide high-speed, automated, repeated access, unless such devices are approved by us.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Shrimpy an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to make use of the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
4. Prohibited Uses. You agree not to do any of the following in connection with the Site or the Service:
a. use the Service for any illegal purpose or in a manner which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions programs, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control("OFAC"), or which would involve proceeds of any unlawful activity; publishing, distributing or disseminating any unlawful material or information;
b. violate any rules, regulations or laws of any securities exchange or association, or any commodities or futures contract market or association, self-regulatory organization or government regulator, including, without limitation, the Financial Industry Regulatory Authority, Inc., the Securities and Exchange Commission, the Commodities Futures Trading Commission, and any state securities regulator;
c. harass, stalk, abuse, extort, threaten, demean, embarrass, bully, or otherwise harm any other user of the Site or the Service;
d. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right, including other users of the Site;
e. participate in any activity which operates to defraud Shrimpy, users of the Site or the Service, or any other person;
f. violate any of these Terms or the Investment Advisory Agreement;
g. interfere with the normal operation or functioning of the Site or the Service; or
h. assist anybody else in doing any of these prohibited activities.
5. Links to Third Party Web Sites and Services. Shrimpy has not reviewed any of the websites that may be linked to the Site, and is not responsible for the content of off-site pages or any other website linked or linking to this Site. Shrimpy is not responsible for the privacy practices of such other websites. Your linking to or use of any off-site pages or other websites is at your own risk.
Shrimpy's inclusion of links to other websites does not imply any endorsement of the material located on or linked to by such websites. In addition, the inclusion of any linked websites on the Site does not imply an endorsement of any kind of Shrimpy or its affiliates by any person or entity and should not be deemed as such by any user of the Site.
Shrimpy may provide tools through the Site or the Service that enable you to export information to third-party services. By using one of these tools, you agree that Shrimpy may transfer the relevant information to the applicable third-party service. Third-party services are not under Shrimpy’s control, and, to the fullest extent permitted by law, Shrimpy is not responsible for any third-party service’s use of your exported information.
7. Term and Termination. These Terms are effective from the moment you first download, install, access, or use the Site, and terminate as described in in the following paragraph. These Terms, as amended from time to time, will remain in full force and effect while you access or use the Site or the Service, or use any content that you have obtained from Shrimpy.
8. Modifications. Shrimpy reserves the right to modify or discontinue the Site or the Service at anytime (including by limiting or discontinuing certain features), temporarily or permanently, without notice to you. Shrimpy will have no liability for any change to the Site or the Service or any suspension or termination of your access to or use of the Site or the Service.
While Shrimpy uses reasonable efforts to update the information contained in the Site, Shrimpy makes no representations or warranties as to the accuracy, reliability or completeness of any information at the Site. Any content of the Site is subject to change without notice.
9. No Warranty. INVESTMENTS IN DIGITAL ASSETS ARE HIGHLY SPECULATIVE AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENTAL AGENCY. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS ASSOCIATED WITH THE USE OF ANY INFORMATION, MATERIALS, CONTENT, USER CONTENT, OR THIRD PARTY CONTENT PROVIDED THROUGH THE SITE OR THE SERVICE BEFORE MAKING ANY DECISIONS BASED ON SUCH CONTENT. YOU ARE ENCOURAGED TO CONSULT WITH LEGAL, TAX, AND OTHER PROFESSIONAL ADVISERS ABOUT THE SUITABILITY OF INVESTING IN DIGITAL ASSETS. PAST PERFORMANCE DATA, CHARTS, GRAPHS OR OTHER HISTORICAL INFORMATION ARE NOT A GUARANTEE OF FUTURE PERFORMANCE AND SHOULD NOT BE CONSTRUED AS INDICATIVE OF FUTURE RESULTS. YOU SHOULD CONSIDER YOUR INDIVIDUAL INVESTMENT OBJECTIVES AND RISK TOLERANCE BEFORE INVESTING. EXCEPT FOR CONTENT PROVIDED THROUGH ADVISORY SERVICES ON THE SERVICE PURSUANT TO THE INVESTMENT ADVISORY AGREEMENT, THE CONTENT PRESENTED ON THE SERVICE IS NOT INTENDED TO PROVIDE YOU OR ANYONE ELSE WITH INVESTMENT, LEGAL, TAX, INSURANCE OR ANY OTHER KIND OF PROFESSIONAL ADVICE. YOU SHOULD CONSULT WITH A FINANCIAL, TAX, OR LEGAL PROFESSIONAL FOR ADVICE REGARDING YOUR SPECIFIC FINANCIAL, TAX, OR LEGAL POSITIONS AND CIRCUMSTANCES.
SHRIMPY, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE OR ON THE SERVICE. ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND. SHRIMPY HEREBY FURTHER DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.
You acknowledge that you are aware that by using this Site and/or the Service you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.
SHRIMPY, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SHRIMPY, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OF KIND TO, VIRUSES THAT MAY INFECT, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED, ON YOUR COMPUTER OR OTHER PROPERTY, ON ACCOUNT OF YOUR ACCESSING OR USE OF THIS SITE. SHRIMPY IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE OR THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT SHRIMPY IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE OR THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SHRIMPY DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT IT IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE U.S. FEDERAL SECURITIES LAWS OR ANY OTHER UNDER APPLICABLE LAW WHOSE APPLICABILITY IS NOT PERMITTED TO BE CONTRACTUALLY WAIVED.
10. Limitation of Liability; Indemnification. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SHRIMPY, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICE OR WITH ANY DELAY IN USING THE SITE OR THE SERVICE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE OR THE SERVICE; OR (III) OTHERWISE ARISING OUT OF THE USE OF THE SITE OR THE SERVICE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF SHRIMPY, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES.
Except to the extent provided otherwise in the Investment Advisory Agreement, these limitations of liability will apply regardless of: (i) any negligence or gross negligence of any Shrimpy party or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.
Your sole remedy for dissatisfaction with your use of the Site or the Service is to stop using the Site and the Service.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Any dispute arising out of or related to these Terms is specific to you and Shrimpy and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section will be both substantively and procedurally governed by and construed and enforced in accordance with the federal arbitration act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable.
Further, the waivers set forth in Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Each party will notify the other party in writing of any dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the dispute informally. If the dispute cannot be resolved within thirty (30) days after the date notice is received by the applicable party, then either party may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for in Section, file a claim in court.
Any notice to Shrimpy hereunder shall be given in writing and sent by registered mail to Benthos Labs Advisory LLC, dba as Shrimpy Advisory at 3833 E Main St PMB 4006 St Charles, IL 60174 Attention: Customer Service. Any notice to you will be sent to the then-current email address in the Client's Account.
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Site or the Service or to receive further information regarding use of the Site or the Service.
We are under no obligation to provide support for the Site or the Service. In instances where we may offer support, the support will be subject to published policies.