Terms & Conditions
Last updated: January 2023
These Terms of Service apply to your access to and use of the Website, the App, Satlantis Loyalty Program and other online products and services (collectively, the “Program”) provided by Satlantis LLC, Inc. and its subsidiaries: Satlantis LLC, LLC in the United States and
In the Terms, the following words have the special meanings below:
“Account” shall mean your Satlantis Loyalty Program Account through which you participate in the Program.
“App” shall mean Satlantis web and mobile application that may be used with the Program..
"Available Balance" shall mean the balance of Points in your Account which have been in your Account for more than 60 days and are eligible for Conversion.
"bitcoin" shall mean the token or asset used as a digital currency.
"Bitcoin" shall mean the network through which bitcoin is exchanged or stored.
"Card-Linked Offer" shall mean the ability to earn Points by using your Member Card to purchase products and services from a Merchant in compliance with the terms of such Card-Linked Offer.
"Card Networks" shall mean payment card networks including Visa, Mastercard and American Express.
"Conversion" or "Convert" shall mean the conversion of your Available Balance into bitcoin.
"Dollars" or "$" means United States Dollars for Accounts located in the United States and Canadian Dollars for Accounts located in Canada.
"Gift Card" shall mean any Visa Gift Card or Merchant Gift Card.
"Inactive Account" shall mean an Account for which there has been no Points earned or redeemed for a period of 18 months.
"Loyalty Points" or "Points" shall mean Satlantis points, which may be earned by Members by making Qualifying Purchases and redeemed for bitcoin
"Member", "you" or "your" shall mean the person or legal entity who elects to earn Loyalty Points by enrolling in Satlantis Loyalty Program, who is responsible for the Account and compliance with the Terms.
"Member Card" shall mean any debit or credit card that is linked to your Account.
"Merchant" shall mean a consumer retail business which participates in the Program.
"Merchant Gift Card" shall mean a prepaid gift card usable at a Merchant or a group of Merchants under the same ownership and control.
"Pending Balance" shall mean the balance of Points in your Account which have been earned, but are still subject to the Waiting Period and are not eligible for Conversion.
"Program" shall mean Satlantis Loyalty Program.
"Qualifying Purchases" shall mean using a Member Card to make purchases of products and services eligible for Card-Linked Offers and purchasing Gift Cards on the Website or through the App.
"Sats" shall mean Satoshis, the smallest unit of bitcoin. One Sat is equal to 0.00000001 bitcoin (one hundred millionth of a bitcoin).
There are 100,000,000 Sats in a bitcoin.
"Terms" shall mean these Satlantis Loyalty Program terms of service, along with any other rules, terms, regulations and policies and procedures that Satlantis may issue in writing in conjunction with the Program, which shall, in Satlantis's discretion, be incorporated therein by reference hereto.
"Third-Party Service Providers" shall mean our loyalty program partnersFx
, Card Networks and any other third parties which provide services to the Program.
"Visa Gift Card" shall mean a non-reloadable Visa gift card that can be used for purchases anywhere Visa debit cards are accepted.
"Waiting Period" shall mean 60 days or such other length of time as the Company determines in its sole discretion is necessary for Points to remain in the Pending Balance before being moved to the Available Balance. The Waiting Period shall be determined based on a number of considerations including fraud, return, refund and chargeback rates for a Member's Qualifying Purchases.
Points for purchases of Gift Cards are not typically subject to a Waiting Period.
“Website” shall mean Satlantis Website.
The Program is offered only to: (a) legal residents of countries that are not the subject of a prohibition order (or any similar order or directive), sanctions or restrictions promulgated or administered by any governmental authority of the United States or Canada who have reached the age of majority in their jurisdiction of legal residence at the time of participation and (b) legal entities formed and registered in countries that are not the subject of a prohibition order (or any similar order or directive), sanctions or restrictions promulgated or administered by any governmental authority of the United States or Canada which can form a binding contract with Satlantis.
Each individual and/or legal entity may maintain only one (1) Account. You agree to: (a) provide accurate, current and complete information; (b) maintain and promptly update your Account information to keep it accurate, current and complete; (C) maintain the security of your Account and you understand that there are certain risks of unauthorized access to your Account; and (d) promptly notify the Company if you discover or otherwise suspect that your Account has been subject to hacking or other unauthorized use. If you are an individual applying for an Account on behalf of a legal entity, you represent and warrant that you are an authorized representative of that legal entity with the authority to bind that legal entity to this Agreement, and that you agree to this Agreement on the legal entity’s behalf. You must be legally competent to enter into contracts to participate in the Program. Satlantis reserves the right to limit the number of Members in the Program. If you are not eligible to participate, you are prohibited from accessing, using and enrolling in the Program.
You are not permitted to purchase Gift Cards if you are (a) located in, under the control of, or a national or resident of any country to which the United States or Canada has embargoed goods or services; (b) identified as a “Specially Designated National”; (C) placed on the U.S. Department of Commerce’s “Denied Persons List or Entity List” or any other U.S. export control list; or (d) are otherwise prohibited from purchasing or using a Gift Card by Visa’s or a Merchant’s applicable terms and conditions.
3. Authorization to Access Card Data on Your Behalf.
You may link your Member Cards to your Account to earn points on Qualifying Purchases. We reserve the right to limit which cards or what types of cards are eligible to link to your Account. Not all Visa, MasterCard, and American Express cards are eligible for registration as Member Cards. Visa, MasterCard, and American Express Corporate cards, Visa, MasterCard, and American Express
Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare
(including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa,
The terms and conditions in the remainder of this Section 3 do not apply to Members in Canada.
By linking a Member Card in connection with transaction monitoring, you authorize Figg Inc. on behalf of Satlantis to share your Member Card information with your payment Card Network, such as MasterCard or Visa, so it knows you enrolled. You authorize the payment Card Network to monitor transactions on your Member Card(s) to identify Qualifying Purchases in order to determine whether you have qualified for or earned a Card-Linked Offer, and for the payment Card Network to share such transaction details with Figg, Inc. and Satlantis to enable your Card-Linked Offer and to target offers that may be of interest to you. To opt-out of transaction monitoring on your Member Card(s) and unlink your Member Card(s), you must follow the steps below:
1. Go to account settings;
2. Click on Delete Card; and
3. Confirm you want to delete card.
You must repeat this process for every Member Card you wish to unlink. Once your Member Card is unlinked, your transactions will no longer be monitored and you will no longer be eligible to receive any Card-Linked Offers for the associated Member Card, however you will still be eligible to accumulate Points in other ways including: the purchase of Gift Cards and/or additional promotions like education, referral, and other bonuses. Unlinked Member Cards will still be eligible to be used as a payment method for any purchases you make within our application.
4. How You Can Earn Points.
(a) Qualifying Purchases using Member Cards. You’ll earn Points when you use a Member Card to make Qualifying Purchases, minus any returns or refunds. The following transaction types shall not be deemed Qualifying Purchases: purchases not eligible for Card-Linked Offers; balance transfers; cash advances; purchase of travelers’ checks, foreign currency, money orders, wire transfers or similar cash-like transactions; purchase of lottery tickets, casino gaming chips, racetrack wagers or similar betting transactions; interest; unauthorized or fraudulent charges; fees of any kind, including an annual fee, if applicable; and purchases made prior to signing up for the Program.
For each Qualifying Purchase, you will receive a number of Points, based on the transaction amount and the Card-Linked Offer, if applicable. Points are only earned on the amount actually spent on Qualifying Purchases. If Points are issued for a Qualifying Purchase that is later returned or refunded, or the transaction is otherwise voided, the corresponding Points will be automatically removed from your Account whether or not those Points are in your Pending Balance or your Available Balance. Members may not separate Qualifying Purchases into multiple transactions for the purpose of earning more Points than would otherwise be available through a single transaction.
Each Card-Linked Offer will pay you a percentage or fixed amount of the Qualifying Purchase value as Points. For example, one Merchant might have a Card-Linked Offer of 5%, so if you spend $100 at that Merchant you would receive the number of Points equal to the equivalent of $5 in Sats, based on the then-current bitcoin exchange rate (plus 2.1% of the bitcoin Dollar value, as further described in Section 4(C)) at the time of the Qualifying Purchase, and converted to Points based on a direct Sats to Points (i.e., 1:1) conversion rate. Some Card-Linked Offers have caps on the number of Points you can earn.
Points will not appear or be reflected on your transaction receipt from the Merchant at the time of purchase and will instead be reflected in your Account. Subject to eligibility verification and settlement of the Qualifying Purchase, Points will typically appear in your Account approximately seven (7) days after the Qualifying Purchase but may be subject to delays.
Points cannot be processed if your Member Card number expires or changes while the Points are pending and not settled, or your
Account is not open or in good standing. You may not receive Points if the applicable transaction is not posted by your Member
Card issuer. Except where prohibited by applicable law, which may include Quebec, Satlantis, the applicable Card Network, the
Member Card issuers and the Gift Card issuers have no responsibility or liability for the failure of Points to be posted to your Account, or for any charge, or impact on any rewards, feature, or term of your Account resulting from the Points being credited to your Account.
In no event shall the applicable Card Network or a Gift Card issuer be considered as maintaining any type of financial obligation or deposit or other asset account or holding funds or other value for you for distribution to you. Any pending Points represent offer fulfillment amounts in process owed by the applicable Merchant, and not funds or balances maintained or held by the payment Card Network, the Gift Card issuer or Satlantis.
(b) Gift Card Purchases. You’ll earn Points when you purchase a Gift Card on the App or the Website. Gift Cards may only bepurchased using bitcoin, or such other payment method the Company determines in its sole discretion from time to time, which may include credit or direct bank account debit. Gift Cards may not be purchased for resale. Members may not separate purchases of
Gift Cards into multiple transactions for the purpose of earning more Points than would otherwise be available through a single transaction.
Each purchase of a Gift Card will pay you a percentage of the Gift Card value as Points calculated in the same manner as set out in Section 4(a) above . Some Gift Cards have caps on the number of Points you can earn. You do not earn Points on the value of the subsequent purchase of products using a Gift Card.
You may view your Points by logging into your Account. Most Points earned for Gift Card purchases will post to your Available Balance within 24 hours. We will let you know if it will take longer for your Points to post.
(c) Points Calculations. Each Qualifying Purchase shall occur on an applicable event date and the Company shall calculate thenumber of Points earned based on the applicable amount or percentage of the amount of your Card-Linked Offer or Gift Card purchase. All calculations and determinations, including whether any particular transaction meets the requirements to earn Points, shall be performed by the Company at its sole discretion. Satlantis uses our exchange partners to determine the price of bitcoin at the time of Point accrual. The Company adds an additional spread to the bitcoin Dollar value determined at our discretion in order to protect against price fluctuations from the time of bitcoin exchange rate calculation to the time of purchase. For example, if the exchange rate is 1 bitcoin = $10,000, we would subtract x% from the exchanged value, making it 1 bitcoin = $10.000(1-x) bitcoin.
(d) Referral Bonuses, Educational Bonuses, Random Point Awards, Signup Bonuses, Participation Bonuses, and Sweepstakes.Satlantis may offer referral bonuses, educational bonuses, random point awards, signup bonuses, participation bonuses, and sweepstakes from time to time. Each of these bonuses, sweepstakes or awards will be subject to their own terms and conditions, which you must agree to in advance of your participation.
(e) Adjustments. You hereby acknowledge and agree that any Points granted to you by the Company under the Program are givenwithout consideration or payment of any kind from you. The Company may make reasonable adjustments to any Points balance, including adjustments to the Available or Pending Balance in your Account, at any time without advance notice if in its reasonable judgment the Company finds such adjustments are necessary.
(f) Account Limits. We may set a limit on the number of Points you may have in your Account on any calendar day under the
Program(the “Account Limit”). The imposition and level of any Account Limit will be entirely in our discretion. If we choose to set an
Account Limit on your Account, you will be notified. The Account Limit will include Points in the Pending Balance and Points in the Available Balance. Whether or not you have an Account Limit, you may not Convert Points, which, if converted into Sats, would be valued at more than two thousand, nine hundred and ninety-nine Dollars ($2,999) in a single calendar day. The total Point value of your Conversions executed in a day cannot exceed any applicable Account Limit.
(g) Exchange Rates. The Company calculates the value of bitcoin using the exchange rates provided by certain data feeds, asdetermined by the Company. All calculations and determinations, including the determination of bitcoin value on any given event date, shall be performed by the Company at its sole discretion. Except where prohibited by applicable law, which may include Quebec, the Company hereby disclaims any and all liability in connection with (i) incorrect information obtained from third parties regarding the value of bitcoin on any given date, or (ii) any disputes over the value of bitcoin on any given date.
(h) Holds & Transfers. We will hold any Points earned for a Qualifying Purchase if such Points would cause either (i) your Accountbalance to exceed the Account Limit, based on our calculation of the value of bitcoin on that day, or (ii) the total of all your
Conversions executed that day plus your total Account balance to exceed the Account Limit. Your held Points will be credited when your Account balance goes below the Account Limit.
You may not transfer any Points in your Account to other Members, or cause Points for a Qualifying Purchase to be credited to another Member. Your Account, including any Points contained in it, may not be assigned or granted to, or inherited by, any other person or party.
(i) Errors. It is your responsibility to check your Account regularly to ensure that Points have been properly credited and Convertedand that your Account balance is accurate. If you believe that Points have not been correctly credited to your Account, you must contact us within thirty (30) days of the Qualifying Purchase. In the event we determine, in our sole discretion, that you have been credited Points which were misapplied by us for any reason, we may deduct the misapplied Points from your Account. If you have Converted the misapplied Points, you agree to promptly return to us the balance of the misapplied Points, less 10,000 Sats, which you may keep. If you refuse to promptly return the misapplied Converted Points, you agree to reimburse us for all costs and reasonable legal fees associated with our recovery of the misapplied Converted Points. Should you disagree with any adjustments made to your Account or Points credited to you, your sole remedy is to withdraw from the Program.
5. Additional Qualifying Purchase Terms
Points earned for Qualifying Purchases made with your Member Card are subject to adjustment as a result of chargebacks, returns, refunds, or other determinations that the Points were not earned in compliance with these Terms. If you make a Qualifying Purchase and your Account is credited with Points, any later return, reversal, cancellation or dispute involving any part of the Qualifying
Purchase will result in your Points balance being reversed, debited or cancelled (in whole or part) to reflect that portion of the
Qualifying Purchase which has been returned, reversed, cancelled or disputed and may cause your Points balance to go negative. We may apply future Points or any Points not yet Converted until enough Points are accrued to cover the negative balance. Points are held in the Pending Balance for a period of up to ninety (90) days, or longer where additional information is required from the Merchant or Card Network, after the Qualifying Purchase and cannot be Converted until after they are moved to the Available Balance. The Company may change the criteria for Qualifying Purchases at any time and may notify you of those changes via in App notifications and/or updates to these Terms.
Not all transactions with your registered Member Card are tracked by Visa, MasterCard and American Express, as applicable. You acknowledge that Visa, MasterCard, and American Express as applicable may be unable to monitor every transaction made with your enrolled Member Card, PIN-based purchases, purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a digital wallet or a third party payment app, where you may choose your Visa, MasterCard, or American Express card as a funding source but you do not present your Member Card directly to the merchant), payments of existing balances, balance transfers, or transactions that are not processed or submitted through the Visa U.S.A. (for Member Cards registered in the United States), MasterCard, and American Express payment systems as applicable, and that these transactions are not eligible to be Qualifying Purchases.
If you register a debit card as a Member Card, your transaction must be processed as a ‘credit’ (i.e., signature) transaction to make sure the transaction can be monitored and you can earn Points. Do not use a Personal Identification Number (PIN) when paying for your purchases with your Member Card if you want the transaction to be eligible to earn Points. Not all cards are eligible and not all transactions can be monitored. For debit cards, run transaction as credit, do not use PIN. $250 max USD value of Points per transaction and other offers may apply.
6. Additional Gift Card Terms
(a) Limitations. All Gift Cards are subject to availability and we reserve the right to impose quantity limits on any order, to reject all orany part of an order, or to discontinue products without notice, even if you have already placed your order. The total/aggregate amount that you may load and maintain on one Visa Gift Card is $999 and the total/aggregate amount you may load and maintain on one Merchant Gift Card is $1,999. The total/aggregate amount you may load onto multiple Gift Cards in a single day in addition to the current value of your Account cannot exceed $10,000. New Accounts may be subject to lower limits and limits may be raised or lowered in the future. All prices and limits are subject to change without notice and the price charged to you will be the price displayed at the time you place your order.
(b) Activation. After purchasing a Visa Gift Card or Merchant Gift Card, you may be required to activate the Gift Card by followingthe instructions provided by Visa, the card issuer, or the Merchant, or via any other provided instructions. The Gift Card may only function upon such activation. Some Merchant Gift Cards may not require activation prior to use. Activated Gift Cards may be available within seconds; however, additional time may be required for certain activations. If your Gift Card has not been activated within 30 seconds, please contact us at support@Satlantis.com.
(c) Terms. Gift Cards purchased via our Website or the App are issued and activated by third parties, including banks and the
Merchants. Your purchase of each Gift Card will be governed by certain terms and conditions established by Visa, the issuer, or the Merchant, as applicable, and by purchasing a Gift Card, you must agree to and comply with those terms and conditions. Depending on the applicable law of your jurisdiction, Visa, the issuer, or the Merchant may set expiration dates for such Gift Cards, in addition to other restrictions and requirements. You should review and familiarize yourself with all applicable Visa, issuer, or Merchant terms and conditions prior to purchasing or Converting points for any Gift Card. If you have questions regarding the applicable terms, please contact Visa, the issuer, the Merchant, or the point of contact for such inquiries disclosed on the Gift Card.
(d) Liability. The Gift Card issuers, Gift Card processors and the Merchants (and not Satlantis) are fully responsible for all aspects ofthe Gift Card programs following the purchase of the Gift Card. While the Company strives to work with reputable Merchants and issuers, except where prohibited by applicable law, which may include Quebec, the Company has no liability for (i) the sale of products or services to you by a Merchant through the use of any Gift Card; and (ii) the Gift Card issuer’s or any Merchant’s failure to honor a Gift Card. You will need to look solely to the Gift Card issuer or the Merchant for any remedy in connection with the foregoing issues.
(e) Errors. We attempt to be as accurate as possible and to eliminate errors on the products that we sell; however, Satlantis doesnot represent or warrant that any Gift Card and information about the Gift Card (including the description, Merchant information or pricing information) provided is accurate, complete, reliable, current or error-free. In the event of an error, in an order confirmation, in processing a Gift Card purchase, in connection with a Conversion or redemption of Points, or otherwise, we reserve the right to correct such error and revise your order accordingly (including charging the correct price) or to cancel the order and refund any amount charged.
(f) Disclaimers. Except where prohibited by applicable law, which may include Quebec, you waive and release Satlantis and itssubsidiaries, affiliates, partners, officers, directors, employees, agents and Third-Party Service Providers from any liabilities, damages and costs arising from or related to (i) the loss, including loss in transit to you, or the theft of any Gift Card; and (ii) any act or omission of Visa, the issuer, or a Merchant in connection with a Gift Card it provides.
Risk of loss and title for Gift Cards passes to you when you complete your purchase of the applicable Gift Card. Satlantis is not responsible for any damage or loss resulting from stolen or lost Gift Cards or any use of your Gift Cards without your permission.
The Company is not responsible for replacing your damaged or lost Gift Card.
These disclaimers and limitations may or may not apply to you and are void where prohibited.
(g) Taxes. The amount paid for any Gift Card does not include sales, harmonized, value added or use taxes, which may be chargedto you separately by the applicable Merchant at the time you purchase products or services from the Merchant using the Gift Card.
7. How You Can Convert Point to Bitcoin
(a) Information Requirements. As a condition of Conversion of your Points, you must provide the Company with the informationnecessary to process your Conversion which may include: your first and last name, an email address, a Bitcoin address or Bitcoin payment invoice or a Bitcoin Node ID which you own and control or that is associated with a Bitcoin address or Node ID you own and control, and any other information the Company reasonably requests. By initiating a Conversion, you are confirming that you, exclusively, own and control the Bitcoin withdrawal address or Node ID, and no other entity, individual, or custodian has access to, control over, or ownership of these funds, the withdrawal address, node, or private keys/signing credentials associated with this address, node, or funds. If you elect to close your Account before you have Converted all of the Points in your Available Balance, the Company will make commercially reasonable efforts to give you an opportunity to Convert such Points, but you hereby acknowledge and agree that by electing to close your Account you abandon any claim and forfeit all rights to the remaining Points in your Account at that time. The Company shall not be liable to you for the value or value upon Conversion, if any, of any Points in your Account at the time you elect to close your Account. You further agree to provide additional information we may reasonably request to verify your identity as a condition for Conversion.
(b) Conversion. Points have no cash or fiat currency value. In Canada, each Point will have a conversion value equal to 1 Sat and inall other jurisdictions, Satlantis reserves the right to determine the conversion value of a Point from time to time, which it will disclose to you at the time of any conversion transaction (the “Conversion Rate”). The Available Balance of Points in your Account may only be redeemed by converting the Points to Sats pursuant to the Conversion Rate. We may offer additional ways to redeem your Points in the future. Points may only be Converted by the Member who earned them. Conversions are typically processed weekly, but may be processed more or less frequently at the Company’s sole discretion.
(c) Minimum Conversion Amount. You must have at least 50,000 Sats worth of Points in your Available Balance in order to beeligible to Convert Points. The company may raise or lower these limits from time to time.
(d) Costs of Conversion. Each time you Convert Points, we will deduct any amounts necessary from the total converted amount of Sats to cover any withdrawal fees, miner fees, lightning routing fees, and associated operational fees, custodial fees, pass through fees, and other expenses associated with the Conversion. These deductions will be disclosed to you in advance of any Conversion and you may choose not to proceed with the Conversion if you do not wish to pay the deductions.
(e) Taxes. You may be taxed on your Conversion of Points depending on the tax laws of federal, state, provincial, and localjurisdictions. You will be solely responsible for any and all tax liability arising out of the consideration received in connection with the Program. We may need to collect certain identifying information from you in order to fulfill our tax reporting obligations, and in the event you refuse to provide such information, you may forfeit your Points.
8. How You Could Lose Your Points/Point Expiration.
Your Points don’t expire as long as your Account is open and in good standing, however, you will immediately lose all your Points if your Account becomes an Inactive Account, or your Account is closed, for any of the following reasons:
you fail to comply with these Terms or other agreements you have with the Company; you file for bankruptcy; we believe that you’ve engaged in fraudulent activity related to your Account or the Program; we believe that you’ve misused the Program in any way, for example:
1. by purchasing Gift Cards for resale or transfer;
2. by engaging in Prohibited Conduct as described below; or
3. by repeatedly opening or otherwise maintaining Accounts for the purpose of generating Points.
Upon cancellation of your Account for any reason, we will notify you and you will lose all Points immediately, regardless of when or how they were acquired. You hereby acknowledge and agree that by allowing your Account to become an Inactive Account, you abandon any claim and forfeit all rights to the Points in your Account at that time and any associated gains or losses. The Company shall not be liable to you for the value of any Points, or any gains or losses associated with the value of the Points in your Account, at the time your Account is closed for inactivity or violation of terms in accordance with this Section.
If we decide to cancel the Program, you’ll have at least thirty (30) days from the date we cancel the Program to Convert your Points, as long as you don’t lose them for any of the reasons described in these Terms. If you don’t use or Convert your Points during that time, you’ll lose them. We won’t reinstate Points you lose, unless we’ve determined, in our sole discretion, there has been an error.
(a) Registration. You must have an Account to participate in the Program. You do not need to provide your name or email addressto open an Account. Accounts can be opened by providing a username, accessible via a recovery token, rather than your email address and a password (we call these accounts “anonymous” although we may be able to link the Account to you such as if you link your payment card information to the Account). If you have an anonymous Account, you will be able to earn Points, but your Points will not be eligible for Conversion. In order to be eligible to make a Conversion, you will be required to register your Account with a verified email address and create a password.
(b) Unsecured. Your Account is not a financial account and does not carry a balance in Dollars, bitcoin, Sats, or in any other fiat ordigital currency on your behalf; it merely (a) records a general unsecured commercial obligation to you by the Company, as described herein, and (b) allows the Company to coordinate your participation in the program. “Earn bitcoin”, “earning bitcoin”, “Stacking sats”, “Stacking sweet sweet cheddar”, “silently stockpiling succulent sats”, and other similar terms and phrases used in connection with the Program means the right to earn Points which may be Converted to Sats, as determined within the Company’s reasonable discretion. It does not mean that any bitcoin, Sats or any funds whatever, are held on your behalf. Further, by agreeing to these Terms, you represent that you understand that you do not have right, legal title or a security interest in any particular assets of Satlantis, and you understand and agree that the only remedies available to you for controversies arising from these Terms or your use of the Program generally will be at law and as a general unsecured creditor.
(c) Account Security. Any use of your username or password will be deemed to be your use, and the Company is entitled to act oninstructions received under your password. You agree not to share your password with any third party and the Company is not responsible for any changes made to your Account or Conversions of Points made by someone else who uses your password. If there is a breach of security through your Account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your username and password is yours and has been authorized by you, and we will have no further obligation to investigate the propriety of such instruction. Our responsibility is limited to the exercise of ordinary diligence in giving access to your Account upon request and in preventing access to your Account by unauthorized persons. We are not responsible for any unauthorized access or loss or harm an unauthorized access causes, unless caused only by our gross negligence or our willful misconduct.
10. Access to the Program
The Company retains the right, at our sole discretion, to deny service or use of the Program or an Account to anyone at any time and for any reason. Although we use reasonable efforts to keep the Program and your Account accessible, the Program and/or your enrollment may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, Program access, or access to your Account due to circumstances both within our control (e.g., routine maintenance) and outside of our control. You agree that, except where prohibited by applicable law, which may include Quebec, the Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, the App or the Program.
11. Ownership; Limited License
The Program, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by the Company or our licensors and are protected under United States, Canadian and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Program are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, revocable right and license to access the Program.
Any use of the Program other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
12. Prohibited Conduct and Content
You will not, and will not permit others to, violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Programs. You will not and will not permit others to:
(a) Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
(b) Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;(c) Sell, resell or commercially use our Program;
(d) Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Programs, except as expresslypermitted by us or our licensors;
(e) Modify our Program, remove any proprietary rights notices or markings, or otherwise make any derivative works basedupon our Program;
(f) Use our Program other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affector inhibit other Members from fully enjoying our Program or that could damage, disable, overburden or impair the functioning of our Program in any manner;
(g) Reverse engineer any aspect of our Program or do anything that might discover source code or bypass or circumventmeasures employed to prevent or limit access to any part of our Program;
(h) Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from ourProgram;
(i) Develop or use any applications that interact with our Program without our prior written consent;
(j) Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;(k) Bypass or ignore instructions contained in our robots.txt file; or
(l) Use our Program for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Enforcement of this Section 12 is solely at Company’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 12 does not create any private right of action on the part of any third party or any reasonable expectation that the Program will not contain any content that is prohibited by such rules.
“Satlantis,” “Satlantis LLC. Inc.,” “Satlantis LLC, LLC,” “Satlantis LLC Technologies, Inc.,” and our logos, our product or Program names, our slogans and the look and feel of the Program are trademarks of the Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Program are the property of their respective owners. Reference to any products, Programs, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily submit or communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about the Company, our anticipated Programs, or our Program (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Company’s sole discretion. You understand that Company may treat Feedback as nonconfidential. You represent and warrant to and covenant with Satlantis that the Feedback will only contain personal information in respect of which you have provided all notices and disclosures, obtained all applicable third-party consents and permissions and otherwise have all authority, in each case, as required by applicable laws, to enable Satlantis to use the Feedback as described in this paragraph.
15. Third-Party Services; Third-Party Content
We may provide information about Third-Party Services and third-party products, programs, activities or events, or we may allow
third parties to make their content and information available on or through the Program (collectively, “Third-Party Content”). We provide Third-Party Content as a courtesy to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Service or Third-Party Content are solely between you and the third party. Company does not control or endorse, and makes no representations or warranties regarding, any Third-Party Service or ThirdParty Content, and your access to and use of such Third-Party Service or Third-Party Content is at your own risk.
16. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, Satlantis has adopted a policy of terminating, in appropriate circumstances and at the Company’s sole discretion, Members who are deemed to be repeat infringers. The Company may also, in our sole discretion, limit access to the Program and/or terminate the Accounts of any Members who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you believe that anything in the Program infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below:
Attn: General Counsel
Address: Satlantis LLC, Inc. (dba “Satlantis”), 2028 E Ben White Blvd #240, Mailbox 6969, Austin, TX 78741, United States
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and legal fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Except where prohibited by applicable law, which may include Quebec, you will indemnify, defend and hold harmless the Company and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees and our ThirdParty Service Providers (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Program; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Program. You agree to promptly notify Company Parties of any third-party Claims, cooperate with Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including legal fees). You also agree that the Company Parties will have control of the defense or settlement, at Company’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company or the other Company Parties.
If you are a California resident or resident of a state with a similar applicable law, you hereby expressly waive California Civil Code section 1542 in connection with the foregoing (or such other similar applicable law in your state), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
18. Disclaimers and Risk Disclosure
(a) Disclaimer. YOUR ACCESS AND USE OF OUR PROGRAM IS AT YOUR SOLE RISK. THE PROGRAM AND ANY
CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT WHERE PROHIBITED BY APPLICABLE
LAW, WHICH MAY INCLUDE IN QUEBEC, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Satlantis AND ITS COMPANY PARTIES AFFILIATES, LICENSORS, AND SUPPLIERS (INCLUDING CARD NETWORKS,
CARD ISSUERS, AND PAYMENT PROCESSORS) EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR
CONDITIONS, EXPRESS, IMPLIED, COLLATERAL, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR OR GENERAL PURPOSE, AND NONINFRINGEMENT. Satlantis AND ITS COMPANY PARTIES, AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING
CARD NETWORKS AND PAYMENT PROCESSORS) DO NOT REPRESENT OR WARRANT THE DATA, CONTENT,
ANALYTICS, FEATURES, OR INFORMATION PROVIDED THROUGH THE PROGRAM, INCLUDING WITHOUT LIMITATION TRANSACTION DATA OR USER SUBMISSIONS OR OTHER DATA PROVIDED BY OTHER USERS, TO BE
UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.
YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM.
(b) Value Fluctuation. Bitcoin values can fluctuate substantially. This means that although your Points can always be redeemed into Sats, the value of the Sats, if expressed in Dollars, can go down to $0. The Company does not own or control any of the software protocols that are used in connection with the Points. Accordingly, the Company disclaims all liability relating to such protocols and any value fluctuations in the Points, and makes no guarantees regarding the security, functionality or availability of such protocols.
(c) System Failure. You accept all risks associated with the use of the Points being convertible into Sats, and any failures thatmight arise as a result thereof, including, but not limited to, in connection with the failure of hardware, software, and internet connections. The nature of bitcoin means that any technological difficulties experienced by the Company may prevent us from being able to successfully Convert your Points to Sats.
(d) Market Disruptions. You agree that we are not liable for any price fluctuations in bitcoin. In the event of a market disruption,we may suspend the Program, your ability to earn Points and/or make Conversions. Except where prohibited by applicable law, which may include in Quebec, we will not be liable for any losses suffered by you resulting from such actions. Following any such event, when the Program resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.
(e) Risks Inherent to Bitcoin. (i) Bitcoin transactions are irreversible and, accordingly, losses due to fraudulent or accidentaltransactions may not be recoverable and except where prohibited by applicable law, which may include Quebec, the Company shall not be held liable for any fraudulent or accidental transactions; (ii) bitcoin is not legal tender and is not backed by a government or central bank and the Company is not a bank. As such, there is no protection, such as deposit insurance, to cover any losses associated with bitcoin (or Bitcoin); (iii) legislative and regulatory changes or actions at the state, provincial, federal or international level may adversely affect the use, transfer, exchange, and value of bitcoin; (iv) the bitcoin public ledger blockchain is maintained by a vast unidentified private computer network spread around the world and choosing to participate in bitcoin is at your own risk and understanding of this network; (v) bitcoin and Bitcoin are a target for fraud and the potential for fraud is especially likely when you engage in transactions with external Bitcoin addresses; (vi) bitcoin and Bitcoin are a target for hackers and hacking can occur even when you use the strongest security settings and as such your bitcoin may be irretrievably stolen; (vii) your bank accounts are at increased risk of being hacked when linked to Bitcoin accounts; (viii) some bitcoin transactions shall be deemed to be made when recorded and/or confirmed on a public ledger, which is not necessarily the date or time that you have initiated the transaction; (ix) the value of bitcoin may be derived from the continued willingness of market participants to exchange fiat currency for bitcoin, which may result in the potential for permanent and total loss of value of a particular bitcoin should the market for that bitcoin disappear; (x) there is no assurance that a person who accepts bitcoin as payment today will continue to do so in the future; (xi) the volatility and unpredictability of the price of bitcoin relative to fiat currency may result in significant loss over a short period of time; and (xii) any bond or trust account held by the Company may not be sufficient to cover all losses incurred by our customers.
19. Limitation of Liability
(a) Limitation. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WHICH MAY INCLUDE QUEBEC, UNDER NO
CIRCUMSTANCES WILL Satlantis OR ITS COMPANY PARTIES, AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS,
OR THIRD-PARTY PARTNERS OR SUPPLIERS (INCLUDING CARD NETWORKS, CARD ISSUERS, OR PAYMENT
PROCESSORS) BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR
EXEMPLARY DAMAGES ARISING OR RELATED TO THE PROGRAM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Cap. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WHICH MAY INCLUDE QUEBEC, IN NO EVENT WILL
Satlantis’S OR ITS COMPANY PARTIES’, AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD PARTY
PARTNERS’ OR SUPPLIERS’ (INCLUDING CARD NETWORKS’, CARD ISSUERS’, AND PAYMENT PROCESSORS’)
TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING
TO THESE TERMS OR YOUR USE OF THE PROGRAM (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE,
WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF EITHER (I) THE AMOUNTS PAID BY YOU TO US IN THE PRIOR TWELVE MONTHS TO USE OUR PROGRAM, OR (II) ONE HUNDRED DOLLARS ($100.00).
(c) Exclusions. The limitations set forth in this Section 19 will not limit or exclude liability for the gross negligence, fraud orintentional misconduct of Company or the other Company Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions, including Quebec, may not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
Except where prohibited by applicable law, which may include Quebec, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between Members and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
21. Transfer and Processing Data
22. Arbitration and Class Action Waiver
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. Except where prohibited by applicable law, which may include Quebec, no class or representative actions or arbitrations are allowed under this arbitration provision and arbitration precludes you from suing in court or having a jury trial.
(a) No Representative Actions. Except where prohibited by applicable law, which may include Quebec, you and Companyagree that any dispute arising out of or related to these Terms or our Program is personal to you and Company and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(b) Arbitration of Disputes. Except where prohibited by applicable law, which may include Quebec, and except for small claimsdisputes in which you or Company seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Company seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Company waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Program, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Company you agree to first contact Company and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Company by email at legal@Satlantis.com. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Company cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Travis County, Texas unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 22, a “consumer” means a person using the Programs for personal, family or household purposes. You and Company agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
(c) FAA. Except where prohibited by applicable law, which may include Quebec, you and Company agree that these Termsaffect interstate commerce and that the enforceability of this Section 22 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”). As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
(d) Confidentiality. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute.The arbitrator, Company, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
(e) Costs. You and Company agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 ifyou are a consumer), and Company will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Company will pay all JAMS fees and costs.
(f) Jurisdiction. You and Company agree that the state or federal courts of the State of Texas and the United States sitting inTravis County, Texas have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
(g) Time Limit. Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanentlybarred, which means that you and Company will not have the right to assert the claim.
(h) Opt-Out. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this
Section 22 by emailing support@Satlantis.com. In order to be effective, the opt-out notice must include your full name and
address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 23, unless otherwise prohibited by applicable law, which may include the laws of Quebec.
(i) Severability. If any portion of this Section 22 is found to be unenforceable or unlawful for any reason, (a) the unenforceableor unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 22 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 22; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 22 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 22 will be enforceable.
23. Governing Law and Venue
Except where prohibited by applicable law, which may include Quebec, any dispute arising from these Terms and your access or use of the Program will be governed by and construed and enforced in accordance with the laws of Texas, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Texas and the United States, respectively, sitting in Travis County, Texas.
24. Changes to the Terms and Additional Terms.
We may make changes to the Program and the Terms at any time and at our sole discretion. For example, we may temporarily or permanently prohibit you from earning Points, Converting Points in your Available Balance, or using any features of the Program at any time and at our sole discretion, and/or we may:
1. add new Program Terms, delete Program Terms or change existing Program Terms;
2. change how you earn Points;
3. change how you may Convert Points; and
4. expire Points.
We may supply different or additional terms in relation to our Program or some of our anticipated Programs, and those different or additional terms become part of these Terms if you use such Programs. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
We reserve the right to terminate, expire, modify or restrict any aspect of the Program at any time with or without notice, including cancellation of your Membership in the Program with or without cause. We are not responsible for any loss or harm related to your inability to access or use our Program.
25. Notice of Changes.
We’ll give you thirty (30) days’ notice (or such longer period as required by applicable law) of the following types of changes to the Program or these Terms:
1. if we add or increase fees applicable to the Program;
2. if we change the limits on the number of Points you can earn; and
3. if we cancel the Program.
We’ll send this notice to you in writing, which, at our option, may be delivered to you electronically by email, text message, or through our online services, such as the Website or the App, or as otherwise required by applicable law, and such notice will (i) clearly specify the elements of the Program or Terms being changed, and (ii) set out the new clause or the amended clause and the clause as it read formerly; (iii) the date of the coming into force of the amendment; and (iv) any other information required by applicable law. It is your responsibility to keep your contact information current and up-to-date.
We’ll give you notice of other changes to the Program or the Terms by posting an updated copy of these Terms when you log into the Website or use the App or where required by applicable law by sending you a notice in writing. Where your express acceptance of the change is not required by applicable law, your continued participation in the Program after we make any change signifies your acceptance of such changes.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
Satlantis may transfer or assign these Terms or its rights and obligations under these terms or subcontract or delegate its rights and obligations under these terms to third parties without your consent. All provisions contained in these Terms shall extend to and be binding upon you and the Company’s successors and assigns. You may not transfer or assign these Terms (or any of your rights or obligations under these Terms) to another person or entity.
28. Electronic Communications
The failure of Company to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.