Last Updated: December 12th, 2021
By continuing to use the Site, you acknowledge that you have had the chance to review and consider these Terms, and you acknowledge that you agree to them. If you do not understand these Terms or do not agree with their provisions, please immediately cease your use of the Site.
1. Loan Depictions
The Site contains depictions that are a summary of the process for obtaining a loan and provided for illustrative purposes only. For example, a one year $10,000 loan with a rate of 18.00% APR would have 12 scheduled monthly payments of $917. There is no down payment required. Annual percentage rates (APRs) through the Site vary. The use or access of the Site does not guarantee the availability of any current and/or future offer, promotion, terms, loan, or return. Additional terms, conditions, requirements, suitability, and screenings, among other restrictions, may apply at the sole discretion of Salt.
Loans are privately issued by affiliated direct lending vehicles. Salt Blockchain Inc. (f/k/a Salt Lending Holdings, Inc.) is a platform and not a direct lender. All loans are subject to review, screening, suitability and approval, among other restrictions. Eligibility is not guaranteed and requires that a sufficient pool of liquidity is available to fulfill your request, other restrictions, requirements, screening, and conditions apply. Individual US citizen borrowers must be a permanent resident and at least 18 years old (or local age of majority). Valid bank account and social security number/FEIN (Taxpayer Identification Number, National Identity Number, or other jurisdictional equivalent for international users) are required. Refer to your loan agreement for additional details and conditions. Borrowing against collateral entails risk and may not be appropriate for your needs. Salt does not provide legal and/or tax advice. Please consult your advisor.
Salt’s loans are issued pursuant to private agreements. You should review the representations and warranties described in the loan agreement. Not FDIC-insured; investments may lose value; no Salt or bank guarantee. Loans subject to restrictions; terms and conditions apply.
2. Salt Custody Wallet
Custody Wallet. Eligible users may choose to open a secure, cold storage cryptocurrency custody wallet account (including any replacements, substitution, or sub-accounts, the “Custody Wallet”) through Salt’s subsidiary Salt Platform, LLC, a Delaware limited liability company (“Custodian”). As used herein, Custody Wallet includes any collateral account opened pursuant to a Loan and Security Agreement (a “Loan Agreement”) among yourself, Custodian and a lender; provided, that in the case of any conflict between these terms and a Loan Agreement, the terms of the Loan Agreement shall control.
The terms used in this paragraph which are defined in the Uniform Commercial Code of the State of Colorado (the “UCC”) have same meanings in this paragraph as in the UCC. Custodian is a “securities intermediary” of the cryptocurrency stored in your Custody Wallet (the “Stored Coins”). Your Custody Wallet is a “securities account.” Custodian agrees with you that Custodian will treat the Stored Coins as “financial assets” and that you have “security entitlements” to the Stored Coins. The Stored Coins are not subject to the claims of Custodian’s creditors and do not constitute an asset on the balance sheet of Custodian. The Stored Coins will at all times be identifiable in Custodian’s records as being stored in the Custody Wallet on your behalf, except as otherwise agreed in writing. The Custodian is not subject to any fiduciary duty or any implied duties, and the Custodian shall not have any duty to take any discretionary action or exercise any discretionary powers. Custodian’s sole duties are those of a securities intermediary under the UCC and its contractual duties set forth in these Terms and any Loan Agreement. Custodian is not acting as a manager, broker, or investment adviser. Custodian will exercise reasonable care in keeping and safeguarding your Stored Coins held in your Custody Wallet. Custodian is authorized to appoint a sub-custodian to perform any of the duties of the Custodian under these Terms.
Eligibility. You must meet the following eligibility criteria to open a Custody Wallet account. By accessing or using the Site, you represent and warrant that you (a) are at least 18 years of age or the local age of majority in your jurisdiction; (b) have not previously been suspended or removed from using our Site; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (d) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, including but not limited to Crimea (as defined and construed in the applicable sanctions laws and regulations), Cuba, Iran, North Korea, Sudan and Syria; (e) are not identified as a “Specially Designated National”; (f) are not placed on the US Commerce Department’s Denied Persons List; and (g) will not use our Site if any applicable laws in your country prohibit you from doing so in accordance with these Terms. Finally, you represent and warrant that you will not be using this Site for any illegal activity, including but not limited to money laundering and the financing of terrorism.
Custody Wallet services are not offered in all jurisdictions or to all users. The list of available jurisdictions may change from time to time in Salt’s sole discretion and in accordance with applicable law.
Fees. By using the Site you agree to pay Custodian fees for its services as set forth in a fee schedule available on the Site, if any. Custodian reserves the right to adjust its pricing and fees at any time. Custodian will notify you prior to any charges being incurred, and you will be asked to provide affirmative consent via the Site. You authorize Custodian to deduct the agreed-to amount of any fees from available Stored Coins in your Custody Wallet, and you grant Custodian a lien on your Stored Coins equal to the amount of any late or unpaid fees.
Safekeeping of Stored Coins. All Stored Coins credited to your Custody Wallet shall at all times be controlled by Custodian, subject to any Loan Agreement provisions regarding “control” of the Custody Wallet under the UCC as collateral security for a loan by a lender and the lender’s right to repledge, sell or otherwise transfer or use Stored Coins as provided in the Loan Agreement.
Custodian is authorized to appoint any nominees, agents or sub-custodians, whether in its own name or that of Customer, to perform any of the duties of the Custodian under these Terms. Any reference in this Agreement to the Custodian shall, where the context so requires, include its nominees, agents or sub-custodians appointed by the Custodian on its behalf.
Custodian shall exercise all commercially reasonable efforts to prevent unauthorized access to or use of the private keys to the Custody Wallet. You acknowledge that your Custody Wallet account is not covered by Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections or insurance. In case of loss due to theft or fraud, you agree that the value of your Stored Coins shall be calculated at the average United States Dollar ask price, at the time of the loss, of the three largest exchanges (by trailing 30-day volume).
Reporting. Custodian shall provide you with periodic reports, transaction notices and/or statements of account relating to the Stored Coins, the dates and depth of reporting level of which shall be determined by Custodian in its reasonable discretion from time to time.
Custodian will provide reasonable technical support, by email or telephone, during Custodian’s normal business hours and respond to support requests in a timely manner.
Instructions; Withdrawal. You shall only be able to withdraw Stored Coins stored in the Custody Wallet to a compatible wallet on which Custodian has conducted the due diligence reasonably necessary to ensure that you have the rights, title and interest in such wallet necessary for Custodian to perform its obligations under these Terms and applicable law. You may provide instructions to the Custodian via the Site with regard to exercising any rights in the Stored Coins (such as proof-of-stake); provided, that Custodian may charge a fee in connection with complying with such instruction or refuse to take action if Custodian reasonably believes that such instruction violates any law, statute, ordinance, or regulation or may otherwise cause reputational harm to Custodian. You will be able to make such withdrawals or instructions within the Custody Wallet Withdrawal Timeframe, and agree to execute instruments, provide information, or perform any other acts as may reasonably be requested by Salt for the purpose of carrying out due diligence as may be required by applicable law. “Custody Wallet Withdrawal Timeframe” means forty-eight (48) U.S. business-day hours after Custodian’s receipt of your valid request (and completion of all due diligence and identification requests). However, your withdrawal rights will be subject to the terms of any Loan Agreement.
Custody Wallet Access. Custodian shall provide such information as is necessary for you to transfer cryptocurrency to the Custody Wallet. You shall be able to access the Custody Wallet via Custodian’s online platform at substantially all times, in order to check information about the Custody Wallet, add Supported Coins to the Custody Wallet, and initiate withdrawal of Stored Coins from the Custody Wallet. Notwithstanding the foregoing, Custodian reserves the right, at is discretion, to suspend your access to the Custody Wallet, or use of the Custody Wallet by any authorized persons, and extend, indefinitely, Custody Wallet Withdrawal Timeframes if, in Custodian’s good faith belief, such restriction is reasonably necessary to comply with Custodian’s anti-money laundering programs and policies, any requirements under applicable law, to prevent fraud, prevent suspicious transaction, or for any security reasons. However, your access rights also will be subject to the terms of any Loan Agreement. You shall ensure that you log off from the Site at the end of each session and close the web browser used during such session when accessing the Site.
You are solely responsible for the security of the login passwords and two factor authentication tokens to the Site, as well as maintaining secure backups for any such passwords. You agree to comply with any application security procedures with respect to the delivery or authentication of instructions to Custodian. Custodian cannot and does not guarantee the value of cryptocurrency or other digital assets. Furthermore, Custodian cannot cancel or reverse a transaction involving cryptocurrency. Once a transaction request has been made, you will subsequently not be able to cancel or otherwise modify your transaction request. You acknowledge and agree that Custodian shall have no liability for losses you suffer in connection with any cryptocurrency transaction initiated via Custodian’s services under these Terms unless such losses are the direct result of agrossly negligent act by Custodian. You acknowledge and agree that the transaction requests you authorize Custodian to submit for completion on a cryptocurrency network may not be completed, or may be substantially delayed, by the cryptocurrency network and Custodian is not responsible for any delay or any failure of completion caused by the cryptocurrency network.
Supported Cryptocurrencies; Forks. Your Custody Wallet is intended solely for proper use of supported cryptocurrencies as designated on the Site (“Supported Coins”). Under no circumstances should you attempt to use your Custody Wallet to store, send, request, or receive cryptocurrencies we do not support. Salt (including the Custodian) assumes no responsibility in connection with any attempt to use your Custody Wallet with cryptocurrencies that we do not support. Salt (including the Custodian) will have no responsibility or liability if you lose, burn, or otherwise cannot access or control any cryptocurrency and/or token that Custodian does not support.
Unless specifically announced on the Site or other official public statement of Salt, Supported Coins exclude all other protocols and/or functionality which supplement or interact with the Supported Coins. This exclusion includes but is not limited to: airdrops, metacoins, colored coins, side chains, dividends, splits or other derivative, enhanced, or forked protocols, tokens or coins that supplement or interact with a blockchain asset or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Supported Coin. Do not use your Custody Wallet to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such protocol as Salt is not configured to detect, secure, or process these transactions and functionality. You acknowledge and agree that supplemental protocols are excluded from Supported Coins and that Salt has no liability for any losses related to supplemental protocols.
If an applicable court of governmental authority rules, issues guidance, or otherwise declares that any Supported Coin is a security or otherwise improper or illegal for Custodian to maintain custody under applicable law, then Custodian may in its sole discretion require that you immediately withdraw all such Supported Coins held in your Custody Wallet. Custodian will exercise commercially reasonable efforts to accommodate your specific withdrawal request in accordance with these Terms.
Anti-Money Laundering. You represents that they are operating in compliance with all applicable U.S. federal and state laws, including with respect to laws governing money laundering and anti-terrorism. Neither you nor, (a) if you are a legal entity, any of your subsidiaries or any person that controls you or, to your knowledge, any of your subsidiaries’ directors, officers or agents, or (b) if you are an individual, any of your immediate family members, is named as a “specially designated national and blocked person” on the most current List of Specially Designated Persons published by the U.S. Department of Treasury’s Office of Foreign Assets Control or a person with whom transactions or dealings would be prohibited for U.S. persons to engage in under any of the sanctions programs administered by the Office of Foreign Assets Control (the “OFAC Sanctions Programs”). If you are (a) a corporation, limited liability company, partnership or other organization organized under the laws of the United States or any state thereof, then neither you nor any of your directors, officers, shareholders, employees, affiliates, agents or representatives or (b) an individual, then neither you or any of your immediate family members, is (i) is a Restricted Party; (ii) has any transaction, activity or conduct with a Restricted Party or in a Sanctioned Country, that is prohibited by the applicable Sanctions; (iii) is currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions; (iv) has received notice of, or is otherwise aware of, any claim, action, suit, proceedings or investigation involving it with respect to Sanctions; or (v) is acting on behalf of or at the direction of any Restricted Party in connection with the Custody Wallet. Salt reserves the right to decline to open an Account if, after conducting its compliance review, Salt determines it risks noncompliance with money laundering and anti-terrorism requirements.
For purposes of this section:
“Restricted Party” means any individual or entity that is: (a) listed on, or owned (as such terms, including any applicable ownership, are defined and construed in the applicable Sanctions laws and regulations or in any official guidance in relation to such Sanctions laws and regulations) by a person listed on, a Sanctions List, (b) a government of a Sanctioned Country, (c) an agency or instrumentality of, or an entity directly or indirectly owned by, a government of a Sanctioned Country, (d) resident or located in, operating from, or incorporated under the laws of, a Sanctioned Country, or (e) that the Customer is aware (having made due enquiry) is acting on behalf of any of the persons listed in (a) through (d) above, for the purpose of evading or avoiding, or having the intended effect of or intending to evade or avoid any Sanctions, or any conspiracy to violate any Sanctions.
“Sanctioned Country” means any country or other territory subject to a general export, import, financial or investment embargo under any Sanctions, which, as at the date of this Agreement, include Crimea (as defined and construed in the applicable Sanctions laws and regulations), Cuba, Iran, North Korea, Sudan and Syria.
“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity imposed, administered or enforced from time to time by any Sanctions Authority.
“Sanctions Authority” means (a) the United States, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, (e) your jurisdiction of incorporation or organization, if applicable, (f) the respective governmental institutions of any of the foregoing including, without limitation, Her Majesty’s Treasury, the Office of Foreign Assets Control of the United States Department of the Treasury, the United States Department of Commerce, the United States Department of State and any other agency of the United States government.
“Sanctions List” means any of the lists of specifically designated nationals and sectoral sanctions identification lists (or equivalents) issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time.
Court Orders. The Custodian may consult with legal counsel, independent accountants and other experts selected by it with due care, and shall not be liable for any action taken or not taken by the Custodian in good faith and in accordance with the advice of any such counsel, accountants or experts. If at any time the Custodian is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects any Custody Wallet (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the Custody Wallet or any asset in the Custody Wallet), the Custodian is authorized to take such action as legal counsel of its own choosing advises appropriate to comply therewith; and if the Custodian complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Custodian will not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.
If for any reason Custodian is holding Stored Coins in your Custody Wallet on your behalf, and Custodian is unable to return your Stored Coins to your designated external account after a period of inactivity, then Custodian may report and remit such Stored Coins in accordance with applicable unclaimed property laws.
3. Digital Currency Transactions
Purchase of Digital Currency. When you convert cryptocurrency (“Digital Currency”) from Salt this transaction is intended to effect a purchase and sale of Digital Currency. You can convert Digital Currency only using Digital Currency held in certain Custody Wallets, as permitted by Salt (the “Valid Payment Method“). Your Digital Currency conversion must follow the relevant instructions on the Salt Site. Salt reserves the right to cancel any transaction not confirmed by you within five (5) seconds after Salt quotes a transaction price. Salt may also initiate a Digital Currency transaction as permitted under the term of a Loan Agreement. A conversion of Digital Currency using a Valid Payment Method generally will initiate on the business day we receive your instructions. Purchased Digital Currency will be attributed in your Custody Wallet as soon as funds have settled to Salt. If Salt cannot complete your Digital Currency conversion for any reason (such as price movement or an order exceeding the maximum order size), Salt will reject the order and notify you of such rejection. You will not be charged for a rejected transaction. You acknowledge that transaction settlement times vary and your Salt account balance is a notional representation of the applicable Digital Currency. Salt will account for and return Digital Currency as set forth in Section 2 above and in your Loan Agreement. Converting (purchasing and selling) Digital Currency is not available in all jurisdictions. Please see the website platform for more information.
Fees. In general, Salt makes money when you convert digital currency on our Site. A full list of Salt fees can be found on the Salt website platform and/or your Loan Agreement. By using Salt Services you agree to pay all applicable fees. High volume orders may incur additional execution fees. Salt reserves the right to adjust its pricing and fees and any applicable waivers at any time. We will inform you of the fees which apply to your transaction when you authorize the transaction or, in the case of a Stable Collateral Transaction (defined below), in your Loan Agreement, and in each receipt we issue to you. We may charge network fees (miner fees) to process a Digital Currency transaction on your behalf. We will calculate the network fee at our discretion, although we will always notify you of the network fee at or before the time you authorize the Digital Currency transaction. You are responsible for paying any additional fees charged by your financial service provider. You may be required to deposit additional Digital Currency to cover fees if you desire to complete such a transfer.
Stabilizing Collateral Transactions. If you have an outstanding loan on the Salt platform, you authorize us to initiate collateral value stabilizing Digital Currency transactions (“Stable Collateral Transactions”) under the following conditions: (i) your loan collateral value breaches a margin call threshold as specified on the platform and/or your Loan Agreement or (ii) if currently available, you set a Stable Collateral Transaction threshold on the platform (together, “Stabilizing Thresholds”). Stable Collateral Transactions will automatically convert your Digital Currency loan collateral for a basket of Digital Currency (including stablecoins such as USDC) to maintain a stable USD account value. Stable Collateral Transactions will continue to occur until either (i) the collateral value exceeds the Stabilizing Thresholds (due to loan payments or the transfer of additional Digital Currency collateral) or (ii) you pay off the balance of the loan. This authorization will remain in full force and effect until you no longer have an outstanding loan on the Salt platform. Salt may, at any time, terminate Stable Collateral Transactions without notice.
Unauthorized and Incorrect Transactions. When a Digital Currency transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible either by email at [email protected] or by phone at (720) 575-2272. It is important that you regularly check your Collateral Wallet balances and your transaction history to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this section.
Reversals & Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize Salt, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including your Collateral Wallet balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your payment provider. We reserve the right to refuse to process, or to cancel or reverse, any Digital Currency transaction (including Stable Collateral Transactions) in our sole discretion, even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if we reasonably suspect that the transaction is erroneous; or if Salt suspects the transaction relates to prohibited use or a prohibited business as set forth herein or in your Loan Agreement. In such instances, Salt will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.
Taxes. It is your responsibility to determine what, if any, taxes apply to the purchases, sales, liquidations, conversions or other transactions you complete, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Salt is not responsible for determining whether taxes apply to your transactions with Digital Currency or for collecting, reporting, withholding or remitting any taxes arising from any transactions with Digital Currency.
Risks. You acknowledge that using digital assets and blockchain-based solutions, networks and protocols may involve serious risks. It is your duty to learn about all these risks. For example, the value of Digital Currency can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. As another example, a cryptocurrency transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may be never complete if it remains in a pending state. Even if Salt alerts you to some of the risks involved with digital assets, their protocols and networks, Salt has no responsibility to alert you of all these risks. Salt has no control over, and makes no representations regarding the value of digital assets, or the security of their networks or protocols. Salt does not own or control the underlying software protocols which govern the operation of Digital Currencies. Digital asset protocols are subject to changes in protocol rules (referred to as “forks”), and that such forks may materially affect the value, function, or name of the digital asset. You acknowledge and agree (i) that Salt is not responsible for operation of the underlying digital asset protocols and that Salt makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs, Salt may temporarily suspend the Salt Services relating to the digital asset affected, and Salt may configure or reconfigure its services or decide not to support the forked protocol entirely.
4. SALT Tokens
Please see SALT Token Terms and Conditions for further details.
Interested parties acknowledge that the Site, as described herein, may cease to operate in any capacity and/or may be unable to offer, service, and/or otherwise provide access to products to any member, user, and/or any other party, person or entity seeking to use the Site. As such, the SALT Tokens may have a value of zero. SALT Tokens are functional utility smart contracts within the Site. SALT Tokens are not for speculative investment. No promises of future performance or value are or will be made with respect to SALT Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that SALT Tokens will hold any particular value. SALT Tokens are not participation in Salt and SALT Tokens hold no rights in Salt. SALT Tokens are sold as a functional good and all proceeds received by Salt may be spent freely by Salt absent any conditions. SALT Tokens are intended for experts in dealing with cryptographic tokens and blockchain-based software systems.
It is your responsibility to determine what, if any, taxes apply to the purchases you complete, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Salt is not responsible for determining whether taxes apply to your purchases of digital tokens or for collecting, reporting, withholding or remitting any taxes arising from any purchases of digital tokens, including SALT Tokens.
You understand and accept that there are material risks associated with using, owning, acquiring or transferring SALT Tokens, including those risk factors set forth in Item 1A of the Company’s Form 10 Registration Statement, that will be filed with the U.S. Securities and Exchange Commission (“SEC”), each of which is incorporated herein by reference (a copy of such Form 10-K will be available through the SEC’s EDGAR system at www.sec.gov). You acknowledge and agree that: (a) Salt is not acting as your broker, financial intermediary, agent, or advisor or in any fiduciary capacity, except that the Custodian is a “securities intermediary” with respect to the Custody Wallet as described above, and (b) no communication or information provided to you by Salt shall be considered or construed as advice or opinion on which you can or should rely.
5. License; Restrictions on Use
Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site for your personal, non-commercial use, including any graphics, text, instructions, images, audio files and/or other sounds, videos, and other materials you may view on, access through, or are otherwise related to the Site (collectively, the “Content”).
You agree not to:
● attempt to gain unauthorized access to the Site or another user’s account;
● make any attempt to bypass or circumvent any security features;
● use the Site in connection with any transaction involving illegal products or services;
● except as otherwise provided in these Terms, copy, download, or store the Content in a retrieval system for any other purpose, or redistribute, reuse, or modify the Content for any purpose, without our express written permission;
● collect information from the Site using an automated software tool or manually on a mass basis;
● use automated means to access the Site, or gain unauthorized access to the Site or to any account or computer system connected to the Site;
● obtain, or attempt to obtain, access to areas of the Site or our systems that are not intended for access by you;
● “flood” the Site with requests or otherwise overburden, disrupt, or harm the Site or our systems;
● send bulk emails, surveys, or other mass messaging, whether commercial in nature or not;
● use the Site to promote or operate any service or content without our prior written consent;
● restrict or inhibit other users from accessing or using the Site;
● modify or delete any copyright, trademark, or other proprietary rights notices that appear on the Site or in the Content;
● engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
● imply any endorsement by Salt;
● intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
● provide support or resources to any organization designated by the United States government as a “foreign terrorist organization” pursuant to Section 219 of the Immigration Nationality Act; or
● access or use the Site or any Content for any unlawful purpose or otherwise beyond the scope of the rights granted to you in these Terms.
The Site and the Content are owned by Salt and its licensors, and are protected under copyright, trademark, and other applicable United States and international laws and treaties. Without limiting the foregoing, the trademarks, trade names, service marks, and logos displayed on the Site are registered and unregistered marks of Salt and its licensors. You acknowledge and agree that, as between you and Salt, Salt is and shall remain the sole owner of the Site and the Content, including, without limitation, all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto.
Pursuant to Section 512(c)(2) of the Copyright Act, Salt designates the following agent to receive notifications of claimed infringement :
Salt Blockchain Inc.
P.O. Box 8350
Denver, CO 80202
7. Proprietary Rights
The Site and any software or technology that may be used in connection with the Site may contain proprietary and confidential material that may be protected by intellectual property rights and other laws. Except as may be expressly authorized by Salt, or as otherwise permitted by applicable law, you agree that you shall not alter, modify, lease, rent, loan, sell, transmit, distribute, broadcast, publicly perform or create any derivative works which are based upon, or derived from, the Site (including any Content, or any software or services provided or made available therefrom).
By using the Site, you represent and warranty that you are at least 18 years of age, or your local age of majority, and can legally enter into a binding agreement with us. We disclaim all and any liability for any misrepresentation of your own, or any other user’s age. You further represent any warrant that you are not prohibited by any applicable law from using the Site.
9. Account Registration and Security
Access to and use of certain services via the Site requires you to register for an account (“Account”). You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities.
You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to immediately notify Salt of any unauthorized use of your account, or any other breach of security. Salt is not liable for any loss or damage arising from your failure to protect your username or password.
If you elect to sign up for certain services via the Site (“Paid Services”), you may be asked for billing and payment information, including your credit card information. You may also be asked to provide additional cryptocurrency wallet information. At the time you sign up for Paid Services we will show you a breakdown of what you will be charged. You authorize us to charge your credit card, ACH, or to deduct the agreed-to amount of any fees from available Stored Coins in your Custody Wallet, for the amounts shown to you at the time of purchase and, if the Paid Service you have chosen operates on a subscription basis, you authorize us to charge the amount disclosed to you each month, until your authorized cancellation of such Paid Service. For ongoing payments, you may edit your payment method from your Account page. You grant us a lien on your Stored Coins equal to the amount of any late or unpaid fees.
You may update, cancel or terminate your account via your Account page at any time.
10. Site Availability
We reserve the right to make changes to, suspend, or discontinue (temporarily or permanently) the Site or any portion thereof (including any Content) at any time. You agree that we will not be liable to you or to any third party for any such change, suspension, or discontinuance.
In particular, we may, without any prior notice, suspend, terminate and/or limit your account and access to the Site and/or any Paid Services at any time in the event of:
● any breach or violation of this Agreement or any other incorporated agreement, regulation and/or guideline;
● any requests from law enforcement or any other governmental agencies;
● the discontinuance, alteration and/or material modification to the Site or the Paid Services, or any part thereof;
● unexpected technical or security issues and/or problems;
● any extended periods of inactivity;
● any engagement by you in any fraudulent or illegal activities; and/or
● the nonpayment of any associated fees that may be owed by you in connection with the Site or the Paid Services.
Furthermore, you hereby agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of the Site or any Paid Services.
The termination of your account shall include any and/or all of the following:
● the removal of any access to all or any part of the Site and/or the Paid Services;
● the immediate cessation of any cryptocurrency wallet notifications;
● the deletion of any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and
● the barring of any further use of all or part of the Site and/or the Paid Services.
If we terminate your Account, you will not be entitled to any refunds of any monies spent, except as otherwise agreed. At the termination of these Terms, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
As a principle, Salt collects only what we need and will not share your personal information with any third parties other than our identity verification partner. Even within Salt, access to your personal information is limited to a subset of employees who work on compliance and identity verification matters. Salt is the only data controller and processor.
You will provide to us, immediately upon our notice of request, information that we, in our sole discretion, deem to be required to maintain compliance with any international, federal, state or local law, regulation or policy. Such documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs of you, government identification cards, or sworn statements.
Salt reserves its right to request documentation prior to activating your account at any of the services, and any content, available through the Site. Salt may refuse you access to the Site and related services should it have doubts as to validity, authenticity and genuineness of the documents, provided by you.
Salt collects information from running the website and products, provided thereto, and uses information, provided to us by you. When you visit the website or use our products, we collect information sent to us by your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website. When you use a location-enabled device with our website and products, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and Wi-Fi access spots. However, we will not release your personally-identifying information to any third party without your consent, except as set forth herein.
If you create an account on the Site and use our services, we may collect and store the following types of information: contact information – your name, address, phone, email and other similar information. Before permitting you to use our website and products, we may require you to provide additional information (such as a date of birth, passport number, numbers that you may use or have registered with your local tax authority, or other data which can be used for personal identification purposes and that may be required to comply with applicable laws) so that we can verify your identity or address. We may also obtain information about you from third parties such as identity verification services.
When you use our website, we collect information about your transactions (such as date, time and amount of transaction) and your other activities on our website and we may collect information about your computer or other access device for fraud prevention purposes. We may collect additional information about you through your interactions with our support team.
When you access the website or use our products or services we (or google analytics on our behalf) may place small data files called cookies on your computer or other device.
We use these technologies to recognize you as our user; customize our website and advertising; measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
Throughout these Terms, we use the term “personal information” to describe information that can be associated with a specific person and can be used to identify that person. We do not consider personal information to include information that has been anonymized so that it does not identify a specific user.
We store and process your personal information on our servers. We protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to our data centers, and information access authorization controls. We also authorize access to personal information only for those employees who require it to fulfill their job responsibilities.
We are sometimes required to compare the personal information you provide to third party databases in order to verify its accuracy and confirm your identity. This allows us to comply with state and federal anti-money laundering and “know your customer” regulations. We will not sell or rent your personal information to third parties. We may combine your information with information we collect from other companies and use it to improve and personalize the website and our products, as well as our content and advertising. We may use your name and email address to provide you with information about products or services that may be of interest to you, but we will not use your personal information without complying with applicable laws and, where appropriate, obtaining your consent.
We reserve our right to share your personal information with:
● Our banking partners (if you link a bank account to your account);
● Companies that we plan to merge with or be acquired by (should such a combination occur, we will require that the newly combined entity follow these terms with respect to your personal information, and you would as well receive prior notice of any change in applicable policy);
● 3rd party identification services providers for fraud prevention purposes;
● Law enforcement, government officials, or other third parties when i) we are compelled to do so by a subpoena, court order, or similar legal procedure; or ii) we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of our terms;
● Other third parties only with your prior consent or direction to do so.
Salt will not provide your personal information to any other Salt users without your consent or direction.
You may access, review and edit your personal information at any time by logging in to the website using your credentials.
The data that we collect from you will be transferred to, and stored at, or processed from a destination either inside or outside of the European Economic Area or the United States. By submitting your personal data, you agree to this transfer, storing, or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with these terms. Third parties may be located in other countries where the laws on processing personal information may be less stringent than in your country. Our services may, from time to time, contain links to and from the websites of our partner networks, advertisers, and affiliates (including, but not limited to, websites on which the Salt services are advertised). If you follow a link to any of these websites, please note that these websites and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any personal information that may be collected through these websites or services, such as contact and location data. Please check these policies before you submit any personal data to these websites or use these services.
* Please note: Use of the User Dashboard and/or other services provided by Salt Blockchain Inc. (f/k/a Salt Lending Holdings, Inc.) and/or any of its affiliates, subsidiaries, and/or other Salt providers may be subject to and/or governed by other privacy policies.
12. Consent to Electronic Communication
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”) that Salt provides in connection with your Account and/or use of the Salt Services. You agree that Salt may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier’s normal, messaging, data and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us through support email [email protected] to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below).
You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support email [email protected] If you decline or withdraw consent to receive electronic Communications, Salt may suspend or terminate your use of the Services.
It is your responsibility to keep your email address and/or mobile phone number on file with Salt up to date so that Salt can communicate with you electronically. You understand and agree that if Salt sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Salt will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Salt to your email address book so that you will be able to receive the Communications we send to you. You can update your email address, mobile phone number or street address at any time by logging into your Account or by sending such information to support email [email protected] If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by Salt are returned, Salt may deem your account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.
13. Third-Party Materials, Goods and Services
The Site may display, include, or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services (collectively, “Third-Party Materials”). You acknowledge and agree that Salt is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof. Salt does not assume and will not have any liability to you or any other person or entity for any Third-Party Materials. Representations made regarding products and services provided by third parties will be governed by the policies and representations made by these third parties. Salt is not responsible or liable for your transactions, dealings or interactions with third parties.
You agree to indemnify, defend, and hold Salt and its affiliates, licensors, partners, and service providers, and the officers, directors, employees, agents, and representatives of each of them (collectively, the “Salt Entities”) harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your use of the Site and/or any Content, or any violation of these Terms or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action. You agree not to settle any such matter without the prior written consent of Salt.
15. Import/Export Compliance
When using the Site, you agree to comply with all local laws, rules and regulations applicable to online conduct and acceptable content. You agree that your use of the Site will comply with all applicable import and export laws, rules and regulations, including but not limited to the United States Export Administration Regulations and Sanctions Programs.
THE SITE AND THE CONTENT ARE PROVIDED TO YOU FOR INFORMATION PURPOSES ONLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND SALT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SALT DOES DO NOT MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR ANY CONTENT, NOR DOES SALT REPRESENT OR WARRANT THAT DEFECTS WILL BE CORRECTED, THAT THE SITE, CONTENT, OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ACCORDINGLY, SALT IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY, DOWNTIME OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, AVAILABILITY, OR RELIABILITY OF THE INFORMATION FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE.
THE SITE AND CONTENT SHALL NOT BE A SUBSTITUTE FOR TRADING, INVESTMENT OR ANY OTHER ADVICE FROM A LICENSED PROFESSIONAL. SALT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY TRADING AND/OR INVESTMENT DECISIONS BASED ON ANY INFORMATION OBTAINED VIA THE SITE.
17. LIMITATION OF LIABILITY
Some jurisdictions do not allow the exclusion or limitation of certain warranties or consequential damages, so some of the exclusions and/or limitations in Section 16 and this Section 17 may not apply to you.
18. No Offer; No Advice
Neither these Terms nor any other document or information publicly available on the Site without going through your Account and the purchase process, constitute an offer or solicitation to sell securities. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, these Terms do not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way. These Terms do not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities. Salt expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this document, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
Salt is not acting and cannot act as an advisor, including as to any financial, legal, investment, insurance and/or tax matters. Any information provided by Salt is for general information only. You are solely responsible for determining whether any contemplated transaction is appropriate for you.
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
19. Reservation Of Rights
Salt reserves all of Salt’s rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that Salt may have in and to the Site and the Content. Other than as set forth in these Terms, the use of Salt’s rights and property requires Salt’s prior written consent. By making services available to you, Salt is not providing you with any implied or express licenses or rights, and you will have no rights to make any commercial use of the Site without Salt’s prior written consent.
20. Disclosures and Disclaimers
Nothing contained on the Site constitutes tax, accounting, regulatory, legal, insurance or investment advice. Neither the information, nor any opinion, contained on this Site constitutes a solicitation or offer by Salt or its affiliates to buy or sell any securities, futures, options or other financial instruments, nor shall any such security be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction. Decisions based on information contained on this Site are the sole responsibility of the visitor and the information contained on the Site has been prepared without reference to any particular user’s investment requirements or financial situation.
Salt makes no representations that the Content is appropriate for use in all locations, or that the transactions, securities, products, instruments, or services discussed on the Site are available or appropriate for sale or use in all jurisdictions or countries, or by all investors. You acknowledge and agree that Salt has no control over, or liability for, any information included in, or arising from blockchain ledgers.
Applicable Law, Jurisdiction and Venue. You agree that these Terms and any dispute arising out of your use of the Site, Content, or products purchased through the Site shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to any conflict of law provisions. Any legal suit, action, or proceeding arising out of or related to these Terms, the Site or Content shall be instituted exclusively in the federal or state courts located in Denver, Colorado. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Termination. We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of the Site.
Geographic Restrictions. Salt is based in the State of Colorado in the United States. Salt makes no claims that the Site or Content are accessible or appropriate outside of the United States. Access to and use of the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Force Majeure. Salt shall not be liable or responsible, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; and (j) other similar events beyond the reasonable control of the party impacted by the Force Majeure Event (the “Impacted Party”).
Entire Agreement. These Terms, together with any Loan Agreement, constitute the sole and entire agreement between you and Salt with respect to the subject matter hereof, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Questions. If you have any questions about the Site or these Terms, please contact us at
STACKWISE REWARDS TERMS AND CONDITIONS
Last Updated: December 12th, 2021
The following SALT StackWise Rewards Program Terms and Conditions (the “Rewards Program Terms”) constitute a binding agreement between you and us with respect to your participation in the SALT StackWise Rewards Program (the “Rewards Program”). Under the Rewards Program, you may receive rewards of cryptocurrency (“Rewards”) based on the interest portion of your Monthly Scheduled Payments under your Loan with us as described in your Loan Agreement.
In these Rewards Program Terms, the words “Salt,” “we”, “us”, and “our” each mean Salt Blockchain Inc. (f/k/a Salt Lending Holdings, Inc.) (including current and future affiliates and subsidiaries). The words “you”, “your”, and “yours” mean the borrower that electronically signed the Loan Agreement and that is enrolling to participate in the Rewards Program.
1. Eligibility and Enrollment
When you are approved for a Loan, you will be automatically enrolled in the Rewards Program and will remain enrolled so long as you continue to keep your Loan and your Salt Wallet in Good Standing or we otherwise suspend, terminate, or disqualify your ability to receive Rewards or participate in the Rewards Program in accordance with these Rewards Program Terms.
Following approval of a Loan, you will be asked to select one of the following cryptocurrencies in order to receive Rewards in such cryptocurrency into your Salt Wallet subject to any changes as described in this paragraph (the “Eligible Rewards Program Cryptocurrencies”): Bitcoin (BTC), Ethereum (ETH), or USD Coin (USDC). You may change your election at any time and as many times as you like, and your then-current election will be used in the calculation of Rewards commencing with the next date that the Rewards are calculated; provided, however, that any such change must occur prior to the next date that the Rewards are calculated and deposited to be effective as of that date. If you fail to select an Eligible Rewards Program Cryptocurrency, you will automatically receive Rewards in USDC, unless and until you change your election. We may change the Eligible Rewards Program Cryptocurrencies at any time, and for any reason. If we do so and your then-current elected Eligible Rewards Program Cryptocurrency is no longer available, we will use commercially reasonable efforts to contact you in order to update your election. If you fail to update your election, you will automatically receive Rewards in USDC, unless and until you change your election.
You will only earn Rewards on the U.S. Dollar amount of the interest portion (“Interest Payment Amount”) of each Scheduled Monthly Payment, subject to any other limitations of these Rewards Program Terms. To receive Rewards, you must pay the applicable Scheduled Monthly Payment in full and on time; partial monthly payments for less than the full amount of an applicable Scheduled Monthly Payment and late payments do not earn Rewards; provided, however, that we will treat one or more partial payments related to an applicable Scheduled Monthly Payment as if the applicable Scheduled Monthly Payment was paid in full and on time so long as such payments are made on or before the applicable due date of the Scheduled Monthly Payment and are cumulatively equal to or greater than the amount due for that Scheduled Monthly Payment. Your Loan must be open for the full payment period in order to receive Rewards for that payment period. This means that if you prepay your loan in full on a date other than the due date of a Scheduled Monthly Payment (i.e., the 15th of each month), you will not receive any Rewards for that payment period. You also will not earn Rewards during the final payment period in which your loan is scheduled for repayment or any period thereafter. The early payment of a Scheduled Monthly Payment will not affect the calculation of, or when you will receive, Rewards for that payment period; however, such payments may reduce the amount of Rewards you earn going forward because you will pay less interest each month thereafter.  [CJ2] [CJ3]
The portion of any Scheduled Monthly Payment, or the amount of any additional non-Scheduled Monthly Payment you may make, which is applied to the principal balance of your Loan, will not be used to calculate the Rewards you may receive with respect to the applicable payment period. (Generally speaking, you will earn fewer Rewards as you make payments towards principal because you will owe less interest each payment period as the principal amount of your Loan decreases.) You cannot earn more Rewards in any applicable payment period (1) as a result of any prior late payments or your failure to otherwise reduce the principal of the Loan as scheduled or
(2) than would otherwise be earned based on Scheduled Monthly Payments provided with your Loan. If at any time you do not meet all of the requirements set forth above or as otherwise required under these Rewards Program Terms, you will not be eligible to receive Rewards with respect to any given payment period, and Salt may suspend your ability to earn Rewards under the Rewards Program. If we waive interest for any reason (e.g., we grant an interest-free deferral for a given payment period) or you otherwise default under the Loan Agreement, you will not earn Rewards for the period such waiver or default remains in place. 
2. When You Will Receive Your Rewards
Subject to Salt’s right to review and adjust Rewards for accuracy, Salt will calculate the Rewards and deposit the amount of the Rewards into your Salt Wallet on or after the 15th day of each month following the date of your Scheduled Monthly Payment under the Loan Agreement. If your Scheduled Monthly Payment is due on a day that is not a Business Day, your Scheduled Monthly Payment date on your Loan will be the next Business Day.
Notwithstanding the foregoing, the transfer of Rewards to your Salt Wallet from time to time may be delayed (for example, in the event of any scheduled maintenance, unscheduled downtime, market congestion, systems failure, mechanical or electronic failure, error, interruption, delay, liquidity conditions, or due to any other risk or circumstance, resulting in the inability to transfer Rewards to your Salt Wallet).
3. How Your Rewards Will Be Calculated
The amount of Rewards will equal the Reward US Dollar Amount converted into the selected Eligible Rewards Program Cryptocurrency. The “Reward US Dollar Amount” will equal the U.S. Dollar amount of the Interest Payment Amount multiplied by “Your StackWise Reward Rate” which will be determined when you select your LTV at Loan origination and as displayed thereafter when you access your account through the Salt platform. Your StackWise Reward Rate is fixed on the day you originate your Loan based on the LTV at origination of the Loan or, if such Loan is subsequently refinanced, on the effective date of the refinancing of such Loan based on the LTV at refinancing of the Loan.
We reserve the right to vary or modify the StackWise Rewards Rate if you refinance your Loan or otherwise obtain a new loan. If you refinance your Loan (or obtain a new loan), you must re-enroll in the Rewards Program as currently in effect on the date of the refinance transaction (or new loan transaction). Accordingly, the amount of Rewards you earn may change if you refinance, one or more features of the Rewards Program may no longer be available or the Rewards Program may be entirely unavailable (e.g., you select a different LTV or the Reward Program Terms have changed).   [CJ7]
The rate price for the applicable Eligible Rewards Program Cryptocurrency that is quoted on the Salt platform at 0:00 pm UTC on the 14th day of the same month in which your Scheduled Monthly Payment was made (whether prior to or after such 14th day) will be used to calculate the Rewards for such month.
Such calculation and the amount of Rewards you are eligible to receive in your Salt Wallet are subject to adjustments or corrections as described in these Rewards Program Terms. Salt reserves the right to determine in its sole discretion whether any transaction gives rise to a Rewards adjustment or correction. Salt may withhold or recover any Reward if it determines that such Reward was obtained under wrongful or fraudulent circumstances, that inaccurate or incomplete information was provided when opening either the Salt Account or the Loan, or that any terms of the Salt Agreements have been violated.
4. Termination and/or Suspension of Rewards
It will be considered a misuse of the Rewards Program if we identify any:
● Potentially fraudulent, abusive or suspicious activity with respect to the Rewards Program or your Salt Account;
● Gaming behavior; or
● Violation of the terms of any Salt Agreement.
Any misuse of the Rewards Program is a violation of these Rewards Program Terms and may also result in:
● The forfeiture of any Rewards; or
● The suspension or termination of your ability to receive Rewards; or
● The suspension or closure of your Salt Account.
Your ability to participate in the Rewards Program ends when either your Salt Account or your Loan is closed.
5. Rewards Limitations and Forfeiture
You will not earn Rewards and Rewards will not be transferred to your Salt Wallet after
(1) you file for bankruptcy, (2) you or Salt close your Salt Account or your Loan, (3) you fail to comply with any other agreements or terms between you and Salt, (4) Salt believes that you have engaged in fraudulent activity related to your Salt Account, the Loan or the Rewards Program, or (5) you are disqualified from participation in the Rewards Program pursuant to these Rewards Program Terms.
You may not receive Rewards during any time in which you are delinquent in making payments on your Loan, or during which your Loan is not in Good Standing, unless determined otherwise in the sole discretion of Salt.
6. Rewards Program Errors, Disputes
It is your responsibility to regularly monitor your Loan and notifications sent to you by us. If you believe that you are eligible for Rewards that you have not received, or that you received Rewards that were calculated erroneously, you must report the possible error to Salt promptly, but no later than 10 calendar days after the date on which you received notification of the deposit of Rewards which you believe reflects an error. You can submit a Rewards dispute by contacting Salt at [email protected] To assist Salt resolve any errors, Salt may require you to submit additional documentation. After this 10 calendar-day period, your Rewards as shown on our records shall be deemed accurate, except that Salt may affect a Rewards adjustment or correction if warranted in Salt’s sole discretion pursuant to these Rewards Program Terms.
If we fail to credit, improperly deny, or improperly reverse Rewards that you are entitled to, then, subject to applicable law, your only remedy will be the issuance of the improperly denied or reversed Rewards calculated in accordance with these Rewards Program Terms, or another alternative comparable benefit as we may determine in our sole discretion, including Rewards in a different cryptocurrency. Neither we nor any of our affiliates will have any other or additional liability to you or any other person whatsoever for any such errors.
7. Audit Review and Disqualification
Salt reserves the right to review your Salt Account and Loan for compliance with the Salt Agreements. In the event the review reveals any discrepancy in the Rewards transferred and credited to your Salt Wallet, Rewards distribution may be delayed until such discrepancies are resolved. Salt reserves the right to determine that you are no longer eligible for participation in the Rewards Program and disqualify you from the Rewards Program if either your Salt Account or Loan is not in Good Standing, you provided false information in connection with your Salt Account, the Loan or the Rewards Program, or you violated any of the terms of the Salt Agreements. Such disqualification may be temporary or permanent and may result in the forfeiture of any accumulated Rewards.
8. Changes to the Rewards Program
Salt may, from time to time and its sole discretion, amend, delete or add to these Rewards Program Terms and may change or limit any aspect of the Rewards Program and its restrictions, benefits or features, in whole or in part. Such changes may be retroactive as allowed by applicable law. Changes may include, but are not limited to, changing the distribution of Rewards, the imposition of any fee or change to any fees associated with the Rewards Program, the method used to calculate the amount of Rewards, the list of Eligible Rewards Program Cryptocurrencies, or the amount of cryptocurrency that you may be eligible to receive. Salt will notify you and post any such changes to these Rewards Program Terms at www.saltlending.com. It is your responsibility to review these Rewards Program Terms for any such changes. Notwithstanding the foregoing, any changes to the Arbitration Provision below will apply only prospectively unless we give you a right to opt out of the change or the entire Arbitration Provision.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SALT BE LIABLE FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR PARTICIPATION IN, AND THE TRANSACTIONS UNDER, THE REWARDS PROGRAM, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. SALT’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THESE REWARDS PROGRAM TERMS SHALL NOT EXCEED THE ACTUAL VALUE OF ANY REWARDS NOT PROPERLY CREDITED.
THE REWARDS PROGRAM, REWARDS AND ALL CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND SALT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SALT DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE REWARDS PROGRAM OR ANY CONTENT, NOR DOES SALT REPRESENT OR WARRANT THAT DEFECTS OR ERRORS WILL BE CORRECTED, THAT THE REWARDS PROGRAM, CONTENT, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT YOUR USING OR PARTICIPATING IN THE REWARDS PROGRAM WILL OTHERWISE MEET YOUR NEEDS, EXPECTATIONS OR REQUIREMENTS. ACCORDINGLY, SALT IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE REWARDS PROGRAM’S INOPERABILITY, UNAVAILABILITY, DOWNTIME OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, AVAILABILITY, OR RELIABILITY OF THE INFORMATION FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE REWARDS PROGRAM. YOUR USE OF OR PARTICIPATION IN THE REWARDS PROGRAM IS SOLELY AT YOUR OWN RISK.
You shall indemnify, defend, and hold Salt and its affiliates, licensors, partners, and service providers, and the officers, directors, employees, agents, and representatives of each of them harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) in connection with, arising out of or resulting from your participation in the Rewards Program or your violation of these Rewards Program Terms or any applicable law, rule or regulation. We reserve the right to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you will assist and cooperate with us in defending such action. You agree not to settle any such matter without the prior written consent of Salt.
PLEASE READ THE FOLLOWING SECTION (THE “ARBITRATION PROVISION”) CAREFULLY BECAUSE YOU ARE WAIVING THE RIGHT TO HAVE DISPUTES HEARD BY A JUDGE AND JURY AND YOU WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. YOU MAY CHOOSE TO HAVE THIS ARBITRATION PROVISION NOT APPLY TO THESE REWARDS PROGRAM TERMS BY FOLLOWING THE INSTRUCTIONS IN THE SUBSECTION BELOW ENTITLED “OPT-OUT RIGHT.” THIS PARAGRAPH DESCRIBES HOW ALL CLAIMS (AS DEFINED BELOW) WILL BE ARBITRATED ON AN INDIVIDUAL (NON- CLASS, NON-REPRESENTATIVE) BASIS INSTEAD
OF LITIGATED IN COURT. This Arbitration provision does not apply to you if, as of the date of Loan Agreement, you are a member of the Armed Forces or a dependent of such member entitled to protection under the Federal Military Lending Act.
(a) Definitions. The term “Claim” means any claim, dispute, or controversy between you and Salt arising from or relating to your participation in the Rewards Program or these Rewards Program Terms[LM8] or the relationship(s) between you and Salt resulting therefrom. However, it DOES NOT include claims related to the validity, enforceability, coverage or scope of this Arbitration Provision. Those claims shall be determined by a court. Claims arising in the past, present, or future, including Claims arising before the effectiveness of these Rewards Program Terms, are subject to arbitration. For purposes of this arbitration provision, “Salt,” “we,” “us” and “our” also includes any corporate affiliates, any licensees, predecessors, successors, assigns, any purchaser of any accounts, all agents, employees, officers, directors and representatives of any of the foregoing, and any other person or entity you sue in a Claim you bring against us. “Claims” also includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims, third-party claims, and claims based upon contract, tort, fraud, and other intentional torts, statutes, ordinances, regulations, common law, and equity. Claims and remedies sought as part of a class action, private attorney general action, or other representative action are subject to arbitration only on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. This includes injunctive relief, which the arbitrator may award relief only on an individual, non-public basis. The term Claim is to be given the broadest possible meaning that will be enforced. Notwithstanding the foregoing, in the case of a loan agreement, this Arbitration Provision does not preclude the exercise by Salt, as a secured party under the UCC, of its UCC and other self-help rights and remedies in accordance with applicable law, or if judicial protection or enforcement is required under applicable law, the protection or enforcement by lender of its security interests and other rights in a court of competent jurisdiction in accordance with applicable law. You have the right to bring an individual action in court that is limited to preventing Salt from using a self-help or non-judicial remedy and that does not involve a request for damages or monetary relief. [LM9] Administrator means the American Arbitration Association, 120 Broadway, 21st Floor, New York, NY 10271, www.adr.org, (800) 778-7879; or JAMS, 410 17th Street, Suite 2440, Denver, CO 80202, www.jamsadr.com, (303) 534-1254.
(b) Right to Elect Arbitration. You and we have the right to require that each Claim be resolved by arbitration on an individual (non-class, non-representative) basis. A Claim will be arbitrated if (1) both you and Salt or (2) only one or the other of you or Salt, exercise the right to require that the Claim be arbitrated. If, for example, we exercise our right to require that the Claim be resolved by arbitration, but you do not also exercise your right to require that the Claim be arbitrated, the Claim will be resolved by arbitration. You or Salt may require arbitration of a Claim filed in court by filing a motion with the court to compel arbitration of the Claim. If neither you nor Salt request arbitration, the Claim will not be resolved by arbitration and instead will be litigated in court. Even if you and Salt have opted to litigate a Claim in court, either you or Salt may elect arbitration of a Claim made by a new party or any Claim later asserted by you or Salt in that or any related or unrelated lawsuit (including a Claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). You and we will not elect arbitration for any Claim you or we file in small claims (or an equivalent) court, so long as the Claim is individual and remains pending only in that court. However, if the Claim is transferred, removed or appealed to a different court, you or we may require arbitration. The Administrator’s authority to resolve Claims is limited to Claims between you and Salt alone, and the Administrator’s authority to make awards or decisions is limited to you and Salt alone. Furthermore, Claims between you and Salt may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties (provided, however, that corporate affiliates are considered one person for the purposes of this sentence). No arbitration award will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between you and Salt. This arbitration provision is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act (the “FAA”) (9 U.S.C. §1, et seq.). You or Salt may elect to arbitrate any Claim at any time unless it has been filed in court and trial has begun or final judgment has been entered.
(c) Jury Trial Waiver. If you or Salt requests arbitration of a Claim, you and Salt will not have the right to litigate the Claim in court. This means there will be no jury trial or court trial on the Claim.
(d) Class Action Waiver. ANY ARBITRATION MUST BE ON AN INDIVIDUAL BASIS ONLY. THIS MEANS THAT IF YOU OR SALT REQUESTS ARBITRATION OF A CLAIM, YOU AND SALT WILL NOT HAVE THE RIGHT TO: (i) PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE, CLASS MEMBER OR OTHERWISE; OR (ii) ACT AS A PRIVATE ATTORNEY GENERAL OR IN A REPRESENTATIVE CAPACITY IN COURT OR IN ARBITRATION. .
(e) Initiation of Arbitration. The party initiating an arbitration shall select an Administrator from the organizations listed above. If none of the Administrators listed above will accept the arbitration, the arbitration will be administered by an administrator, or adjudicated by an arbitrator, upon which you and Salt agree in writing (and in such event, the defined term Administrator shall include such other person). If you and Salt are unable to select an arbitrator by mutual consent, a court with jurisdiction will select the administrator or arbitrator, who must agree to abide by all of the terms of this Arbitration Provision, including, without limitation, the Class Action Waiver. The arbitration shall be governed by the procedures and rules of the Administrator and these Rewards Program Terms, which need not apply federal, state or local rules of procedure and evidence. The Administrator’s procedures and rules may limit the discovery available to you or Salt. You can obtain a copy of an Administrator’s procedures and rules by contacting the Administrator. A single, neutral arbitrator will resolve the Claims. The arbitrator will be either a lawyer with at least ten years’ experience or a retired or former judge, selected in accordance with the rules of the Administrator. In the event of any conflict or inconsistency between this Arbitration Provision and the Administrator’s rules or other provisions of these Rewards Program Terms, this Arbitration Provision will govern. The arbitrator will take reasonable steps to protect customer account information and other confidential information if requested to do so by you or Salt. Arbitration hearings for Claims by or against you will take place in the federal judicial district in which you reside. The parties will pay filing, administrative and arbitrator fees in accordance with the administrator’s rules. However, if you make a request to Salt in writing and are acting in good faith, Salt will temporarily advance said fees to you for the arbitration of your Claim against Salt (but not if the Claim is against you) in excess of any filing fee you would have been required to pay to file the Claim in a state or federal court (whichever is less) in the judicial district in which you reside. At the end of the arbitration, the arbitrator will decide if you have to repay the advance (and if you do have to repay, you agree to do so). Unless applicable law requires otherwise, Salt will pay Salt’s, and you will pay your, lawyers’, experts’, and witnesses’ fees. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations, will honor claims of privilege recognized at law, and will have the power to award to a party any damages or other relief provided for under applicable law for an individual Claim. The arbitrator will make any award in writing and, if requested by you or Salt, will provide a brief statement of the reasons for the award. If the arbitrator determines that any party’s claim or defense is frivolous or wrongfully intended to oppress or harass the other party, the arbitrator may award sanctions in the form of fees and expenses reasonably incurred by the other party if such sanctions could be imposed under Rule 11 of the Federal Rule of Civil Procedure.
(f) Arbitration Award and Appeals. Judgment upon the arbitrator’s award may be entered in any court with jurisdiction. The arbitrator’s decision regarding any claims will be final and binding, except for any appeal rights under FAA, which are very limited. The appealing party will pay the appeal costs. This agreement to arbitrate shall survive any suspension, termination, revocation or closure of the Rewards Program Terms or your Salt Accounts, any sale or assignment, and any bankruptcy to the extent consistent with applicable bankruptcy law.
(g) Severability. If any portion of this Arbitration Provision is held to be invalid or unenforceable, the remaining portions shall nevertheless remain in force, subject to two exceptions: (i) if a determination is made that the Class Action Waiver is unenforceable, and that determination is not reversed on appeal, then the Arbitration Provision (except for this sentence) shall be void in its entirety; and (ii) if a court determines that a public injunctive relief Claim may proceed notwithstanding the Class Action Waiver, and that determination is not reversed on appeal, then the public injunctive relief Claim will be decided by a court, any individual Claims will be arbitrated, and the parties will ask the court to stay the public injunctive relief Claim until the other Claims have been finally concluded.
(h) Opt-Out Right. You may reject this Arbitration Provision by mailing a signed rejection notice to the address for Salt above within thirty (30) calendar days of the date of execution of the Loan Agreement. Your rejection notice must include your name, address, the email address contained in the Loan application, your telephone number, and a statement that You are rejecting this Arbitration Provision. Opting out will not affect the rest of these Program Rewards Terms.
13. Applicable Law, Jurisdiction and Venue
You agree that these Rewards Program Terms and any dispute arising out of your participation in the Rewards Program shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to any conflict of law provisions. Subject to Section 12 (Arbitration), any legal suit, action, or proceeding arising out of or related to these Rewards Program Terms shall be instituted exclusively in the federal or state courts located in Denver, Colorado. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
14. Other Important Information You Should Know
Termination. Salt reserves the right to suspend or terminate the Rewards Program and these Rewards Program Terms at any time. All decisions by Salt regarding the Rewards Program are final. If the Rewards Program is terminated, you will be notified of the date on which you will cease being eligible to receive Rewards.
Taxes. You are responsible to determine what, if any, taxes apply in connection with your participation in the Rewards Program and your earning of Rewards and other transactions under the Rewards Program, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Salt is not responsible for determining whether taxes apply to your participation in, or transactions under, the Rewards Program or for collecting, reporting, withholding or remitting any taxes arising from such participation or transactions.
Rewards Program Assistance and Website. These Rewards Program Terms are available at www.saltlending.com. If you have questions regarding your Rewards or the Rewards Program, you can call Salt at (720) 457-2288 or email at [email protected]
Operation and Administration. Salt offers the Rewards Program and is responsible for the operation and administration of the Rewards Program. Our failure or delay in enforcing any of your obligations, or exercising a right or remedy, does not amount to a waiver of that obligation, right or remedy. Additionally, if we waive a particular obligation in one circumstance, it does not prevent us from subsequently requiring compliance with the obligation on other occasions.
Rewards Activity. We serve as the final record of your Rewards activity. In the event there is a discrepancy between your records and ours, the information from Salt shall be deemed correct. The transfer of Rewards to your Salt Wallet from time to time may be delayed and at all times Rewards amounts are subject to market fluctuations.
Good Standing means:
● Your Loan is not in default under the Loan Agreement, and you are in full compliance with the terms of the Loan Agreement.
Lender means Salt Lending LLC and its affiliated entities, successors and assigns.
Loan means any closed-end consumer loan issued by Lender from time to time pursuant to the Loan Agreement and any other related documentation.
Loan Agreement means a Loan and Security Agreement among you, Lender, and Salt Platform, LLC (as custodian) which sets forth the terms governing your Loan, as amended and/or otherwise modified from time to time.
Loan to Value Ratio or LTV means the outstanding principal amount due and payable divided by the value of the Collateral at such date and time, as determined in accordance with the Loan Agreement.
Salt Account means the account with respect to your access and use of Salt’s online website and platform.
Scheduled Monthly Payment means a payment scheduled and due under your Loan Agreement as set forth on the Truth-In Lending Disclosures under “Contractual Amount of Payments Due on Payment Due Dates.”