Terms of Service

Welcome to Crescent Crypto’s investment platform. The Crescent Crypto website and/or online services and properties (collectively, the “Service”) is operated by Crescent Crypto Asset Management, LLC (“Crescent,” “Crescent Crypto,”” we,” “us,” or ”our”). By accessing or using our website www.crescentcrypto.com, including any subdomain thereof (the “Site”), you (the “User”) signify that you have read, understand and agree to be bound by these terms of service (“Terms of Service”), regardless of whether you are a registered member of the Service.

We are a crypto asset management platform that permits Accredited Investors (as defined below) to access securities related to digital asset investments. These Terms of Service govern your access and use of the Site and all content, services and/or products provided through the Site (collectively, the (“Service”). Please read these Terms of Service carefully before using the Service on the Site. If you violate any of these Terms of Service (which include by reference Crescent Crypto’s Privacy Policy (“Privacy Policy”), or otherwise violate an agreement between you and us, the Company may terminate your membership (“Account”), delete your profile (“Investor Profile”) and any content or information that you have submitted to the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site), at any time in its sole discretion, with or without notice.

In addition to these Terms of Service, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms of Service and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, “Users” means anyone who accesses and/or uses the Site.

Changes of these Terms of Service

We may make changes to these Terms of Service from time to time. If we do this, we will post the changed Terms of Service on the Site and will indicate at the top of this page the date the Terms of Service were last revised. You understand and agree that your continued use of the Service or the Site after we have made any such changes constitutes your acceptance of the new Terms of Service.

The Service

  1. Description. The Service is intended to provide information regarding products and services offered by Crescent Crypto, including the Crescent Crypto 20 Index Fund LP (the “Fund”) to sophisticated potential investors (as defined below), and allows Users to make commitments in the Fund or to other Crescent products or services (an “Investor Commitment Request”) and execute related membership agreements through the password-protected area of the Service intended for approved investors in the Fund (“Investors”) (such password-protected area of the Service is the “Investor Profile”).
  2. Disclaimers. By submitting an Investor Commitment Request you represent and warrant that you have read and understood the disclaimers regarding the Fund located at www.crescentcrypto.com/disclaimers, or other disclaimers made available via the Service regarding other Crescent Crypto products or services, which are hereby incorporated by reference. Crescent reserves the right to reject any application for membership and Investor Commitment Request at any time for any reason or for no reason at all and without notice to you. TO THE FULLEST EXTENT PERMITTED BY LAW, CRESCENT DISCLAIMS LIABILITY FOR ANY USER’S RELIANCE ON THE SERVICE TO INFORM AN INVESTMENT DECISION WITH RESPECT TO THE FUND.
  3. Fund Membership. Our subscription agreement (the “Subscription Agreement”) and other documentation may be provided to you by Crescent at its sole discretion and only upon satisfactory completion of an Investor Commitment Request, available at www.crescentcrypto.com/investnow. This Agreement does not govern your participation in the Fund, which may only be effected by (i) following the applicable enrollment procedure; (ii) executing the Subscription Agreement and other required documentation; and (iii) acceptance of your membership in any funds by Crescent. Crescent reserves the right to refuse or accept any subscription under the Subscription Agreement in its sole discretion.

Eligibility

This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Service. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and abide by all of the terms and conditions of these Terms of Service. If you violate any of these Terms of Use, or otherwise violate an agreement between you and us, or for any other reason, Crescent may terminate your Account, delete your Investor Profile and any content or information that you have submitted to the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18. You agree that the Company will not be liable to you or any third-party for any termination of your Account.

The portion of our Service (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to certain qualified, registered and authorized users. Such portions of our Service and the Site may thus not be available in all jurisdictions or to all Users.

Only “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), with a valid User ID and password, are authorized to access such services and web pages relating to offerings conducted under Regulation D of the Securities Act (such persons being “Accredited Investors”)). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. In some cases, you may be required to provide supporting documents to issuers that provide proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for Crescent Crypto to immediately discontinue your use of the Service by preventing your access to the Site and the Service. Persons who are residents outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Our services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Crescent Crypto or North Capital is not authorized to provide such information or services.

Securities Offerings

Private placements of securities offered on the Site have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(2) of the Securities Act and Regulation D and Rule 506, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Website.

Registration

  1. Log-In Credentials. While you may always browse the public-facing pages of the Service without registering, in order to see the status of your investment, including any available performance information, you must create an account with the Service (an “Account”), which enables you to access your Investor Profile. You may only create an Account and access your Investor Profile once you have been invited to do so by Crescent in its sole discretion.
  2. Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You will notify Crescent immediately at info@crescentcrypto.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. Crescent will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Crescent of such unauthorized use or loss of your credentials. Separate log-in credentials may be required to access Linked Sites (as defined below).
  3. Accuracy of Information. When creating an Account, you agree to provide true, accurate, current, and complete information as Crescent requires. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this Agreement, or an infringement or violation of any third party rights, or of any applicable laws or regulations. If messages sent to the email address you provide are returned as undeliverable, then Crescent may terminate your Account immediately without notice to you and without any liability to you or any third party.

Intellectual Property Rights

  1. License. The Service is licensed, not sold, to you for use only under the terms of this Agreement. Subject to your complete and ongoing compliance with this Agreement, Crescent hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service solely for your personal use as permitted by this Agreement, including the right to use the functionality of the Service to access the Investor Portal and execute required documents (including the Subscription Agreement).
  2. Content. The content that Users may access on or through the Service, including, without limitation, any text, graphics, photos, software, and interactive features, may be protected by copyright or other intellectual property rights and owned by Crescent or Crescent’s third party licensors (“Crescent Content”). You may not copy, reproduce, upload, republish, transmit, create derivative works of, publicly perform, or distribute any materials from the Service in any way without prior express written permission of the copyright owner of such material or as otherwise specified in this Agreement or permitted by the Service’s intended functionalities. You may not modify or use any materials obtained from or available through the Service unless you have obtained the applicable copyright owner’s prior express written authorization. Crescent owns all design rights, databases, and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and related goodwill.
  3. Marks. The trademarks, design marks, service marks, and logos (“Crescent Trademarks”) used and displayed on the Service are Crescent’s registered and unregistered trademarks or service marks. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Crescent Trademarks, the “Trademarks”). Nothing on the Service or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without Crescent’s prior express written consent for each individual use. You may not use the Trademarks to disparage Crescent or the applicable third party (including Crescent’s or the third party’s products or services) or in any manner, using commercially reasonable judgment, that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without Crescent’s prior express written consent. All goodwill generated from the use of any Crescent Trademark will inure solely to Crescent’s benefit.
  4. Restrictions. Crescent reserves all rights not expressly granted to you. You may not sell, transfer, assign, license, sublicense, or modify Crescent Content, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use Crescent Content in any way for any public or commercial purpose without Crescent’s prior written consent. The use or posting of any of Crescent Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, then your right to access and/or use Crescent Content and Service will automatically terminate and you must immediately destroy any copies you have made of Crescent Content.

Prohibited Conduct

You agree to use the Site and Service only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations. You may not:

  • take any action that imposes an unreasonable load on the Service’s infrastructure;
  • use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted on the Service;
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up the Service;
  • delete or alter any material Crescent Crypto or any other person or entity Posts on the Service;
  • frame or link to any of the materials or information available on the Service, or download Crescent Crypto Content;
  • alter, deface, mutilate, circumvent, or otherwise bypass any approved software through which the Service is made available;
  • use any Trademarks, photographs, or other content belonging to Crescent Crypto or obtained from the Service without our express written consent;
  • access, tamper with, or use non-public areas of the Service, Crescent Crypto’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Crescent Crypto’s providers;
  • provide any false personal information to Crescent Crypto;
  • create a false identity or impersonate another person or entity in any way;
  • create a new Account with Crescent Crypto, without Crescent Crypto’s express written consent, if Crescent Crypto has previously disabled an Account of yours;
  • restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of that person, or collect information about Users of the Service;
  • gain unauthorized access to the Service, to other Users’ Accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
  • make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;
  • interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies, or procedures of those networks or servers;
  • violate any applicable federal, state, or local laws or regulations (including the laws of the jurisdiction in which you are located) or the terms of this Agreement;
  • assist or permit any persons in engaging in any of the activities described above; or
  • share the Subscription Agreement or any documentation provided to you regarding the Fund with any third party absent Crescent Crypto’s express prior written consent.

Linked Sites

The Site may contain links to third-party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Crescent Crypto of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall Crescent Crypto be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk. Your access and use of the Linked Sites are governed by the terms of use and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.

Copyright Complaints

If you transact business with us online and electronically with Crescent Crypto and North Capital, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.

Consent to Electronic Transactions and Disclosures

If you transact business with us online and electronically with Crescent Crypto and North Capital, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.

Crescent Crypto and North Capital generally receive all payments, and make all disbursements, through electronic funds transfers (ACH transfers) or wire transfer using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize Crescent Crypto or North Capital to make any and all investment disbursements, to such account. You agree to provide Crescent Crypto updated information regarding your bank or other account upon Crescent Crypto’s request and at any time that the information earlier provided is no longer valid.

As part of doing business with Crescent Crypto and North Capital, you must also consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a “Disclosure”), from Crescent Crypto, North Capital, or any service provider either of us may use. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “IRS Form 1099”). The decision to do business with Crescent Crypto and North Capital electronically is yours. This document informs you of your rights concerning Disclosures.

Your consent to receive Disclosures and transact business electronically, and our agreements to do so, applies to any transactions to which such Disclosures relate, whether between you and Crescent Crypto or between you and North Capital. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

You may not withdraw such consent as long as you have outstanding any investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

You also expressly consent to receiving calls and messages, including auto-dialed and pre- recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.

Updates

You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail at info@crescentcrypto.com . You may also reach us in writing to us at the following address: Crescent Crypto Asset management, LLC, 101 Hudson Street, 21st floor, Jersey City, NJ 07302.

Privacy Policy

Your access to and use of the Service is also subject to Crescent Crypto’s Privacy Policy located at www.crescentcrypto.com/privacy (“Privacy Policy”), the terms and conditions of which are incorporate herein by reference.

Disclaimers

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CRESCENT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Crescent assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Crescent is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will Crescent be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third-Party Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.

Crescent reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Crescent.

Limitation on Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL CRESCENT CRYPTO OR ITS DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF CRESCENT CRYPTO OR ITS DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Governing Law; Arbitration

By visiting or using the Site and/or the Service, you agree that the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service. By agreeing to the Terms and using the Site and the Service, you agree to submit to personal jurisdiction in Delaware for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association, under its Commercial Arbitration Rules or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in Delaware. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either Crescent Crypto or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

Indemnification

You agree to indemnify and hold the Crescent, its subsidiaries and affiliates, North Capital, and each of their directors, officers, agents, contractors, employees and representatives, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Service or the Site, your conduct in connection with the Service or the Site or with other Users of the Service or the Site, or any violation of these Terms of Use or of any law or the rights of any third-party, any of your User Content, and any Third Party Content you post or share on or through the Site.

Investor Members: Securities Matters

Notwithstanding anything to the contrary in these Terms of Use, in no event shall anything in these Terms of Use be deemed to be a waiver, and we will not assert there has been a waiver, that would be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.

Submissions

You acknowledge and agree that any questions, comments, suggestions, feedback, or ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Submissions”), about the Site or the Service provided by you to Crescent are non-confidential and shall become the sole property of Crescent. Crescent shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
Accordingly, by making Submissions to Crescent, you agree that:

  • Crescent has no obligation to review, consider, or implement your Submissions, or to return to you all or part of any Submissions for any reason;
  • Submissions are provided on a non-confidential basis, and Crescent is not under any obligation to keep any Submissions you send confidential or to refrain from using or disclosing it in any way; and
  • You irrevocably grant Crescent perpetual and unlimited permission to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from Linked Sites, and otherwise exploit and use the Submissions and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Submissions, whether in whole or in part, and whether as provided or as modified.

Miscellaneous

The failure of Crescent to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

Contact Us

If you would like to contact us in connection with your use of the Service, then please contact us at info@crescentcrypto.com