Terms of Service

Effective: Aug 30, 2022

Welcome to Poplar Technologies, Inc.’s https://www.poplar.money/ website (the “Site”), owned and operated Poplar Technologies (“Poplar”, “we”, “us”, “our”). Poplar Technologies, Inc. is a company organized end existing under the laws of Delaware.

Please read these Terms of Service (“Terms”) carefully before using the Services (as defined below). These Terms of Service govern your use of and access to the Site, all related mobile apps, tools, smart contracts, products and services that we may offer from time to time (collectively, the “Services”). 

THE FOLLOWING TERMS ARE BETWEEN YOU, THE END USER, AND POPLAR. PLEASE READ THESE TERMS CAREFULLY BEFORE CONTINUING TO USE THE SERVICES AND CREATING YOUR ACCOUNT. BY USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE ANY SERVICES. YOUR USE OF THE SERVICES MEANS THAT YOU AGREE TO THE TERMS OF THIS AGREEMENT.

BY ACCESSING OR USING THE SERVICES, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (2) YOU REPRESENT AND WARRANT THAT YOU ARE NOT PROHIBITED BY LAW FROM ACCESSING OR USING THE SERVICES IN YOUR JURISDICTION. THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. PLEASE READ THE “ARBITRATION” SECTION BELOW FOR ADDITIONAL INFORMATION.

1. MODIFICATIONS AND UPDATES TO THIS AGREEMENT
‍The world of technology and cryptocurrency is changing and evolving rapidly.  We reserve the right, at any time, to modify, alter, and/or update these Terms, and any such modifications, alterations, or updates will be effective upon our posting of the revised Terms. We will use reasonable efforts to notify you in the event material changes are made to this Agreement, such as by posting a notice on the Site or sending you an email. Your continued use of the Services following our posting of any revised Agreement will constitute your acknowledgement of the amended Agreement. We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Services. If you do not agree to the revised Agreement, you may not access or use the Services.

2. ELIGIBILITY
‍The Services are offered and available to US-registered businesses and  natural persons who are 18 years of age or older. To use the Services, the user agree that user is 18 years old or older. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 18.

3. PRIVACY
‍Please review our Privacy Notice at https://poplar.money/privacy-policy in order to learn about our practices with respect to the collection and processing of your information.  The Privacy Notice is hereby incorporated by reference into this Agreement. 

4. USA PATRIOT Act Disclosure
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
‍To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: when you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license and other identifying documents. 

5. ACCOUNT REGISTRATION AND COMMUNICATION PREFERENCES
‍When you sign up for the Services, you will be asked to create unique login credentials that will allow you to access an account that enables you to access the Services (the “Account”). By creating an Account, you agree to provide accurate, current and complete information about yourself, and to maintain and promptly update as necessary your Account information. You are solely responsible for the security of your Account, and you agree to maintain the security of your Account, associated password and seed phrase. Do not share your password or seed phrase with any other person. You must notify us immediately by email at legal@poplar.money if you discover or otherwise suspect any security breaches related to your account. 

By creating an Account, you consent to receive electronic communications from Poplar, which may include notices about your Account and other transactional information. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

6. NO INVESTMENT ADVICE OR BROKERAGE
‍For the avoidance of doubt, Poplar does not provide investment, tax, or legal advice, nor does Poplar broker trades on your behalf. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. Before making the decision to buy, sell or hold any Digital Currency, you should conduct your own due diligence and consult your financial advisors before making any investment decision. The Company will not be held responsible for the decisions you make to buy, sell, or hold Digital Currency based on the information provided by us.

7. TAXES
‍It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through our Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your connected exchange Account. Poplar does not provide tax advice and it is up to you to assess and review your tax liability.

8. PURCHASE OF DIGITAL ASSETS
‍Poplar is a technology company that enables you the user to purchase cryptocurrencies as a one-time purchase or on a recurring basis (the “Poplar Platform”) by placing a recurring order with your bank checking or savings account, by using the third party service provider, Plaid Technologies Inc. (“Plaid”).  The user will leverage Plaid through the use of a continuous access token. The user expressly acknowledges and agrees that the user is solely responsible for notifying the bank with the correct transfer information. Poplar will, pursuant to the user’s instructions, execute the purchase order on the Poplar Platform within three business days of receipt of payment and allocate the cryptocurrencies to the wallet of the user.

By placing a purchase order for cryptocurrencies, the user makes a binding offer to purchase the cryptocurrencies chosen by the user. However, the user is able to withdraw the one-time or recurring order at any time on the Poplar Platform with the user’s bank according to the bank terms and conditions and no more investments into cryptocurrencies will be made. The user can setup multiple Accounts and multiple deposits and track the user’s balance.

9. INTELLECTUAL PROPERTY RIGHTS
‍You acknowledge and agree that we or our licensors own all legal right, title and interest in and to all elements of the Services. The Services, and all of its contents, including without limitation, the Poplar name and logo, are or may be protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The content on the Site is owned or controlled by us or by other parties that have provided rights thereto to us.

Except as expressly set forth herein, you may not, and agree that you will not, use, publish, reproduce, display, distribute, or modify the content on the Site or any portion thereof, for any purpose or by any means, method, or process. Modification of the materials appearing on the Services or use of such materials for any purpose not expressly set forth herein is a violation of our copyright and other proprietary rights. We reserve all rights in and to the content on the Site Content, other than the limited license granted to you in these Terms.

10. TRADEMARKS
‍The Poplar name and logo, and all related names, logos, domains, product and service names, designs and slogans are trademarks of Poplar or its licensors. You must not use such marks without the prior written permission of Poplar. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.

11. LICENSE
Our License to You: You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, and personal license to access and use the Services and Site Content; provided, however, that such license is subject to the terms of this Agreement and does not include any right to (a) sell, resell or use commercially the Services, (b) distribute, publicly perform or publicly display any content on the Site, (c) modify or otherwise make any derivative uses of the Services or content on the Site, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Services or content on the Site, except as expressly permitted by us, and (f) use the Services or the content on the Site other than for their intended purposes.

Your License to Us: If you submit any ideas, suggestions, comments or feedback to us about the Services (collectively, “Feedback”), you hereby grant us a perpetual, non-exclusive, worldwide, royalty-free, irrevocable, sublicensable license to use and disclose your Feedback for any purpose, including without limitation, as part of the Services and any improvements and modifications thereto.  You acknowledge and agree that we shall have no obligation to compensate you for any use of your Feedback, nor will we be under any obligation to use any Feedback you may submit.

12. THIRD PARTY WEBSITES AND APPLICATIONS
‍The Services may contain links to third party websites, services, and applications that are not owned, operated or controlled by us. All such links are provided solely as a convenience to you. We do not control, recommend or endorse and are not responsible for these websites or applications or their content, products, services or privacy policies or practices. When you access these third party websites, services, or applications, you leave our Services, and we are not responsible for, and do not control, the content, security, or privacy practices employed by any third party websites, services, or applications. In no event shall we be liable, directly or indirectly, to you or any other person or entity for any loss or damage arising from or occasioned by the creation or use of the third party websites, services, or applications, or the information or material accessed through these third party websites, services, or applications. If you decide to access any other website or application linked to or from the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such third party websites, services, or applications.

13. DISCLAIMER
‍VISITORS TO THE SITE OR SERVICES AGREE THAT THEIR USE OF, AND RELIANCE ON, ANY ADVICE OR INFORMATION OBTAINED FROM OR THROUGH THE SITE OR SERVICES IS AT THEIR SOLE RISK. THE SITE, THE SERVICES AND ALL SITE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” POPLAR MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (I) ANY WARRANTIES CONCERNING THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE CONTENT ON THE SITE OR SERVICES; AND (II) ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FUNCTIONALITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE SITE, SERVICES, SITE CONTENT OR ANY WORKS. WE DO NOT REPRESENT, WARRANT OR GUARANTEE: (1) THAT THE SERVICES, ANY PORTION OF THE SITE OR SERVICES, OR E-MAILS SENT FROM OR ON BEHALF OF POPLAR ARE OR WILL BE FREE FROM VIRUSES, SCRIPTS, WORMS, TROJAN HORSES, OR ANYTHING ELSE CONTAINING DESTRUCTIVE PROPERTIES; (2) THAT ACCESS TO THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THE SITE OR SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SITE OR SERVICES. WHILE POPLAR ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND SITE CONTENT SAFE, POPLAR CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, SITE CONTENT, ANY WORKS LISTED ON OUR SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY IN ANY MANNER.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR ANY USE OR DISPLAY OF, OR INABILITY TO USE OR DISPLAY, WORKS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES; OR (F) THE OUTCOME OF ANY TRANSACTIONS CONDUCTED THROUGH ON THE SIRE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.

14. INDEMNIFICATION
‍By using the Services, you agree to indemnify, defend and hold Poplar and its past, present and future parent, affiliates and subsidiaries, and each of their respective officers, directors, members, managers, employees, service providers, agents, contractors, successors and assigns  harmless from and against any and all claims, demands, actions, damages, losses, liabilities, penalties, fines, judgments, settlements, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses, including any incurred in enforcement of this indemnity) (collectively, “Losses”) arising in any way from or in connection with (i) your use, or misuse, of the Site or Services or any goods and services available or purchased on or through the Site or Services: (ii) any violation by you of these Terms, our Privacy Notice or any other policy posted on the Site applicable to your use of the Site or the Services; (iii) any Feedback you provide to us; and (iv) any violation of the rights of a third-party.  We reserve the right to assume the exclusive defense and control of any matter subject to indemnification hereunder, in which event, you agree to assist and cooperate with us in the defense or settlement of any Losses.

15. ASSUMPTION OF CERTAIN RISKS
‍Due to the limited history of digital assets and the rapidly evolving nature of the digital asset market, it is not possible to know all of the risks involved in making an investment in digital assets, and new risks may emerge at any time. The following are some, but not all, of the risks associated with using the Services:
‍
* CRYPTOCURRENCY AND THE BLOCKCHAIN.  AS SET FORTH ABOVE, POPLAR DOES NOT CONTROL ANY PUBLIC BLOCKCHAIN OR TAKE ANY POSSESSION, CUSTODY OR CONTROL OF CRYPTOCURRENCY. YOU ARE AWARE OF AND ACCEPT ALL RISKS ASSOCIATED WITH A CRYPTOGRAPHIC SYSTEM, INCLUDING THE BLOCKCHAIN, DECENTRALIZED LEDGERS, SMART CONTRACTS, DIGITAL WALLETS, AND NON-FUNGIBLE TOKENS.  POPLAR IS NOT RESPONSIBLE FOR THE OPERATION OF ANY BLOCKCHAIN, OR FOR ANY LOSSES DUE TO ANY BLOCKCHAIN OR THE USE OF A DIGITAL CURRENCY, INCLUDING WITHOUT LIMITATION, (i) INTERNET CONNECTIVITY, (ii) HARDWARE MALFUNCTIONS, (iii) SOFTWARE BUGS, VIRUSES OR EXPOSURE TO MALICIOUS SOFTWARE, (iv) SECURITY BREACHES OF YOUR DIGITAL WALLET, (v) SYSTEM FAILURES OR OUTAGES, INCLUDING OUR OWN, OF A BLOCKCHAIN OR BLOCKCHAIN APPLICATION ON WHICH WE DEPEND, OR WITH RESPECT TO THIRD-PARTY OR DECENTRALIZED TRADING PLATFORMS, APPLICATIONS OR OTHER INTERMEDIARIES, COUNTERPARTIES OR CUSTODIANS, WHICH COULD RESULT IN AN INDEFINITE LOSS OF ACCESS TO A DIGITAL ASSET.  THERE ARE CERTAIN RISKS INHERENT IN THE DEPENDENCE OF TRANSACTIONS INVOLVING CRYPTOASSETS ON A “PRIVATE KEY,” WHICH, IF LOST, STOLEN OR OTHERWISE COMPROMISED, COULD RESULT IN THE IRREVERSIBLE LOSS OF THE RELEVANT CRYPTOASSETS.  POPLAR IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES RESULTING FROM, RELATED TO OR BASED UPON ANY OF THE FOREGOING.

* EVOLVING REGULATORY LANDSCAPE. The regulatory landscape governing blockchain technologies and cryptocurrencies is evolving. Changes in the legislative or regulatory environment may impact our ability to offer certain products or services. In addition, there are risks associated with the dependence on third-party decentralized trading platforms, applications or other intermediaries (e.g., exchanges), counterparties or custodians to hold or convert crypto assets that may be subject to little or no regulation, or that may operate in violation of regulations, including regulations related to sanctions compliance and anti-money laundering.  

16. POPLAR FEES
‍You may be charged a fee for using our services. The fee will be displayed to you prior to being incurred. If you do not agree to our fee we will not be able to process your transaction request. For more information concerning Poplar Fees, please review your account agreement.

17. ACCOUNT SUSPENSION AND TERMINATION
‍The Poplar Platform is subject to stringent requirements, including U.S. Anti-Money Laundering (“AML”) and Know Your Client (“KYC”) laws. We may suspend your Account (i) if we are required to do so by law; (ii) if we believe that your Account or use of the Services does not comply with this Agreement; or (iii) (please list any other situations that may apply). We may communicate with you to resolve any Account suspension, which may include requesting documentation or further information (to the extent that we are permitted by law to do so). If we do not communicate with you and you realize your Account has been frozen, it is your responsibility to reach out to our support team.

18. TERMINATION
‍Either party may terminate this agreement for any reason or for no reason without notice and without further liability. Subject to applicable laws that require us to do otherwise and any liabilities you may have to us or an Issuer, your account will be terminated immediately and you may forfeit any fees paid. 

19. ARBITRATION AND GOVERNING LAW
‍We control and operate the Services from the United States of America. You agree that any dispute arising under or related to this Agreement will be governed by, and construed in accordance with, the laws in effect in the State of Delaware, without regard to its conflicts of law principles.  Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Poplar or its successors or assigns shall exclusively be settled through binding and confidential arbitration.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator in Delaware, and will be governed by the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. EACH USER AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS TERMS OF SERVICE.

20. SEVERABILITY
‍If any provision, or portion thereof, of these Terms are found to be invalid or unenforceable by a court of competent jurisdiction, such provision, or portion thereof, shall be severable from the remainder of the Terms, and all other terms and provisions shall remain in full force and effect.

21. Dwolla
In order to use the payment functionality of [Client's/our] application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize [Client/us] to collect and share with Dwolla your personal information including full name, [date of birth, social security number, physical address,] email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through [Client's/our] application, and Dwolla account notifications will be sent by [Client/us], not Dwolla. [Client/We] will provide customer support for your Dwolla Account activity, and can be reached at [website], [email] and/or [phone number].
‍
22. ENTIRE AGREEMENT
‍This is the entire agreement between Poplar and you. This agreement supersedes any other understandings or contracts, and you represent that in entering into this agreement you have not relied on any representations made by Poplar.

Last updated: May 1, 2022


‍