Meet the Experts Behind Bespoke Consulting Solutions for Digital Assets.

Effective as of: November 1, 2024

Introduction

Welcome to Cryptic Broker. These Terms of Use (“Terms”) govern your access to and use of the Cryptic Broker website and services. Cryptic Broker (“we,” “us,” or “our”) is a Web3 advisory and matchmaking platform registered in connecting blockchain projects with potential investors and strategic partners. By accessing or using our site or services, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree, you must not use Cryptic Broker. We may update these Terms from time to time by posting the revised version on our website, and your continued use of the site constitutes acceptance of any changes.

Services Overview

Nature of Services: Cryptic Broker provides consulting and introduction services to facilitate connections between Web3 projects and potential investors (such as venture capital firms, angel investors, syndicates, accelerators, or launchpads). Our platform may collect project information via forms (including through third-party providers) and use that information to make strategic referrals or introductions. All actual investment transactions or advisory engagements, however, occur off-platform and are governed by separate agreements. Cryptic Broker’s role is limited to a matchmaking facilitator and advisor; we do not execute or participate in any deals on the platform.

No Broker-Dealer Activities: Cryptic Broker is not a registered broker-dealer, investment advisor, exchange platform, or financial institution. At no time do we offer, broker, advise on, or transact in securities, tokens, or other financial instruments on behalf of any party. We do not facilitate the buying or selling of securities or crypto-assets, and we do not engage in any activities that would require registration or licensing as a broker or dealer in the European Union, the United States, or any other jurisdiction. This means, for example, that Cryptic Broker does not: Accept or handle customer funds, cash, virtual assets or securities (we never take custody of assets). Execute orders or transactions in securities or crypto-assets for others. Provide investment advice to individuals or entities about buying or selling any asset. Make any recommendations or endorsements regarding specific investments or projects. Any use of the word “Broker” in our brand name is for branding purposes only and does not denote a regulated broker-dealer status. Cryptic Broker is not licensed by the Portuguese CMVM (Comissão do Mercado de Valores Mobiliários) or Banco de, nor by the U.S. SEC or FINRA, and we do not perform regulated brokerage services.

No Securities or Token Sales: Cryptic Broker is not involved in offering or selling tokens, cryptocurrencies, or any form of securities. We do not operate a trading platform or exchange, and we do not facilitate initial coin offerings (ICOs), token generation events, or any public or private sale of securities/crypto-assets. Any transactions ultimately conducted between projects and investors introduced through Cryptic Broker are solely between those parties, and Cryptic Broker is not a party to those agreements. We do not market or otherwise “place” crypto-assets or securities for issuers, and we do not assist in negotiating investment terms or handling transaction documentation. Our services are limited to making introductions and providing general business advice; any investment or token sale that results is managed independently by the project and the investor (or relevant platform, such as a launchpad).

Advisory Agreements: If a project engages Cryptic Broker for consulting or advisory services beyond matchmaking (for example, business development advice, go-to-market strategy, etc.), such services will be governed by a separate written Advisory Agreement. These Terms of Use do not govern the specific terms of any advisory engagement. In the event of any conflict between these Terms and an Advisory Agreement, the terms of the Advisory Agreement will prevail for the subject matter of that engagement. Signing or using our platform does not by itself create an advisor-client relationship; only a duly executed separate agreement can do so.

Referral-Based Compensation: Cryptic Broker may at times be compensated via success fees or referral fees if an introduction results in a successful investment or partnership. Any such compensation arrangements are negotiated separately (usually as part of an advisory agreement or referral agreement) and are disclosed to the involved parties. No such payment will cause Cryptic Broker to be deemed a broker/dealer, as it is structured as a consultancy fee for our matchmaking services, not a commission on a securities transaction. Nonetheless, to avoid misunderstandings, we reiterate that Cryptic Broker’s role is that of a facilitator, and we do not represent either the investor or the project as an agent in any securities or token transaction.

User Eligibility and Responsibilities

Eligibility: You must be at least 18 years old and fully legally competent to use Cryptic Broker’s website and services. By using our platform, you represent that you are of legal age and that you have the authority to bind yourself or the entity you represent to these Terms. If you are using the platform on behalf of an organization (e.g. a startup or an investment firm), you represent that you have the legal authority to agree to these Terms on that organization’s behalf and that the organization accepts these Terms.

Accurate Information: Whether you are a project founder or an investor, you agree to provide true, accurate, and complete information when interacting with Cryptic Broker. This includes any information submitted through onboarding forms (e.g., via Tally) or communicated to us during the introduction process. You will not misrepresent your identity, qualifications, assets under management, project details, or any other material facts. If information you provided changes or you discover it was inaccurate, you agree to promptly inform us or update the information. We reserve the right to suspend or terminate your access to our services if any information provided proves to be false, misleading, or incomplete.

User Accounts: In general, our matchmaking process may not require a user account on the website (since we often gather data via forms and direct contact). However, if we do provide any account or login-based features, you are responsible for maintaining the confidentiality of any login credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your credentials.

Compliance with Laws: You agree to use Cryptic Broker’s services in compliance with all applicable laws and regulations. Given the cross-border nature of blockchain investments, you are solely responsible for ensuring that your use of our platform and any resulting investment or partnership is lawful in your own jurisdiction. For example:

Securities Laws: If you are an investor, you are responsible for complying with securities laws and regulations applicable to you (such as accreditation or qualification requirements in your country). If you are a project, you are responsible for compliance with any securities offering laws (e.g. ensuring you are not making an unregistered public offering in a jurisdiction) and any crypto-asset regulations. Cryptic Broker does not assume responsibility for verifying investor status or the regulatory status of a project’s offering; that due diligence is between the project and investor.

Sanctions and AML: You represent that you and any entity you represent are not on any prohibited parties lists (such as EU or U.S. sanctions lists) and that your funds are not derived from illicit activities. Projects and investors should each conduct their own Anti-Money Laundering (AML) and Know-Your-Customer (KYC) checks as required by law. Cryptic Broker reserves the right to refuse or terminate involvement if we suspect you or any transaction may violate AML/CFT laws or other regulations.

Cross-Border Considerations: If you or the counterparty are in a different country, you must ensure that cross-border communications, transfer of information, or any transaction comply with both countries’ laws. The Portuguese regulator (CMVM) has clarified that providing services on a cross-border basis is generally permitted if done in accordance with the home member state’s rules, but it remains your duty to follow any notice or regulatory requirements for cross-border deals. Cryptic Broker does not provide legal advice on foreign laws; please consult your own legal counsel if needed.

Prohibited Uses: You agree not to misuse Cryptic Broker’s site or services. In particular, you shall not:

Engage in Illegal Activities: Do not use our platform to promote, plan, or execute any activity that is unlawful, fraudulent, or that violates any financial regulations. This includes not using Cryptic Broker to solicit investments in instruments that are not compliant with applicable securities or crypto laws, or to distribute material that infringes intellectual property or privacy rights.

Impersonation or Unauthorised Access: Do not impersonate any person or entity or falsely state your affiliation. Do not attempt to gain unauthorized access to our systems or data, and do not interfere with or disrupt the integrity or security of our services.

Submit Harmful Content: Do not upload or transmit viruses, malware, or any malicious code. Do not use our forms or any submission channels to send spam, junk mail, or mass solicitations to other users.

Data Mining or Exploitation: You may not harvest information from our platform for competitive advantage, or use any automated system (like bots or scrapers) to access our site for any purpose without our express permission. Also, you may not use our services to collect personal data about others without their consent, nor for any activities that would violate data protection laws.

We reserve the right to suspend or terminate your access if you engage in any of the above prohibited uses, and we may report any such violations to law enforcement or regulatory authorities as appropriate.

Use of Branded Aliases for Outreach

To streamline communications and preserve operational efficiency, Cryptic Broker may engage in outreach using branded aliases or professional pseudonyms (such as “Bob”) for preliminary Telegram-based or digital communications. These aliases are managed by authorized representatives of Cryptic Broker and serve solely as operational tools for informational or introductory purposes.

All outreach conducted under such identities is aligned with Cryptic Broker’s internal policies and represents the legitimate interests of the company. However, no statement, offer, or communication made via these aliases shall be construed as a legally binding commitment, financial advice, or representation unless and until explicitly confirmed in writing through an authorized company email address and executed through a formal agreement.

Users acknowledge and agree that

(i) Communications via aliases are non-binding, provided as-is, and may be general, preliminary, or exploratory in nature;
(ii) Cryptic Broker disclaims any liability for reliance on outreach messages that are misinterpreted, taken out of context, or forwarded without authorization;
(iii) Any user engaging with Cryptic Broker through an alias does so with full understanding that such aliases are tools of communication—not legal actors or agents able to finalize agreements or make enforceable claims;
(iv) All obligations, rights, or services arising from a relationship with Cryptic Broker are governed exclusively by a duly executed written agreement with the company.

Users engaging with outreach aliases should consider all such communications subject to the same confidentiality, data use, and compliance rules outlined in these Terms. By continuing to interact with our outreach team, you acknowledge and accept these conditions.

No Financial Advice or Client Relationship

All information and content provided by Cryptic Broker, whether on our website, through communications (email, calls, etc.), or during any introduction, is for general information purposes only. Nothing we provide should be construed as professional investment, financial, legal, or tax advice. Cryptic Broker is not an investment advisor, and no communication from us is intended to provide or substitute for financial due diligence or investment advice tailored to your situation.

You acknowledge that you are solely responsible for your own decisions. Any decision to engage with an investor or to invest in a project introduced by Cryptic Broker is made at your own risk. You should conduct your own independent research, due diligence, and seek professional advice as you deem appropriate. Cryptic Broker does not guarantee any results or success of any investment or fundraising effort. For example, we cannot guarantee that a project will secure funding or that an investor will realize a return; outcomes are subject to many factors outside our control.

Use of our services does not create any fiduciary relationship between you and Cryptic Broker. We do not owe you any duties that would typically arise in a client-advisor, broker-client, or fiduciary relationship. Any reliance you place on information from Cryptic Broker is strictly at your own risk. Under no circumstances does any information or facilitation by Cryptic Broker constitute a recommendation or endorsement to buy or sell any asset, or an endorsement of the quality or legality of any project or investment. We do not endorse or verify the legitimacy, identity, or credentials of any project or investor beyond basic interactions; it is your responsibility to vet any counterparty.

Intellectual Property

All content and materials on the Cryptic Broker website, including but not limited to text, graphics, logos, articles, blog posts, compilations, and software (the “Content”), are the intellectual property of Cryptic Broker or our licensors and are protected by copyright, trademark, and other applicable laws. Cryptic Broker™ and our logo are our trademarks.

Permitted Use: You may access and use the website Content solely for the lawful and intended purposes of our services (such as learning about our offerings or engaging with us for potential collaboration). Any other use, including reproduction, distribution, modification, or creation of derivative works, is not permitted without our prior written consent. You may not remove or alter any copyright, trademark, or other proprietary notices from copies of Content.

Third-Party Content: Some content on our site may be provided by third parties (for example, information about third-party services, or links to partner websites). All such content remains the property of its respective owners and is subject to any licenses those owners grant. Cryptic Broker’s display of third-party content or trademarks (e.g., names of investor groups or accelerators) is not an endorsement, and your use of that content may be subject to the third party’s terms.

You are not granted any license or right to use the Cryptic Broker name or any of our trademarks for your own purposes, such as in advertising or press releases, without our express written approval. Likewise, you shall not misrepresent or imply any partnership or affiliation with Cryptic Broker in the absence of a formal agreement.

Confidentiality

During the course of using Cryptic Broker, you might receive information about other parties that is confidential or sensitive (for example, a start-up’s business plan or an investor’s interest areas). You agree to keep such information confidential and use it only for the purposes for which it was disclosed (e.g., evaluating a potential investment or partnership). Unless you have the disclosing party’s permission, you will not share their confidential information with anyone outside of those in your organization who need to know for the evaluation.

Confidential information does not include information that becomes public through no breach of your own, or information you obtained independently without obligation. If you are required by law or regulation to disclose confidential information (for instance, by a court order), you must, if legally permissible, notify the party who provided the information so they have a chance to object or seek an appropriate remedy.

Cryptic Broker likewise will treat information you provide us that is not publicly known as confidential and will only share it as needed to fulfill our services (for example, sharing your pitch deck with a potential investor, which is inherent to the service, or as required by law). Our Privacy Policy (below) further explains how we handle your personal data.

Third-Party Links and Services

Our website or communications may contain links to third-party websites or services (for example, the online Tally form, or resources of partners and affiliates). These links are provided for convenience or reference only. Cryptic Broker does not control, and is not responsible for, any third-party content or websites, and the inclusion of any link does not imply endorsement by us. If you choose to visit or use any third-party sites or services, you do so at your own risk and subject to their terms and policies. We bear no liability for any issues arising from your use of third-party sites (such as data breaches, inaccurate information, or losses).

Additionally, if we facilitate an introduction to an external platform (for example, recommending a launchpad or accelerator), any engagement you have with that third party is solely between you and them. Cryptic Broker is not responsible for the terms of any deal or interaction you have with external platforms or investors.

Disclaimer of Warranties

Use at Your Own Risk: Cryptic Broker’s website and services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Cryptic Broker disclaims all warranties of any kind, whether express, implied or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We make no warranty or representation that our site or services will meet your requirements or expectations, that they will be uninterrupted, timely, secure, or error-free, or that any outcomes (such as securing investment or finding a suitable investment) will be achieved.

No Guarantee of Accuracy or Outcomes: Any information or materials provided by Cryptic Broker are for convenience and informational purposes. While we strive to ensure that information on our website is up-to-date and accurate, we do not warrant the accuracy, completeness, or reliability of any content. In particular, information about third-party opportunities or partners is based on what they provide us; we do not independently audit or verify all such information. Cryptic Broker does not guarantee that any introduction or referral will result in a successful transaction, funding, or partnership. All users must make their own judgments. We do not guarantee any particular result (financial, legal, or otherwise) from using our matchmaking service.

Technology and Security: Cryptic Broker does not warrant that the website will be free of viruses or other harmful components. You are responsible for implementing sufficient safeguards (like antivirus, firewall, etc.) to protect your own systems. Any material downloaded or otherwise obtained through our site is accessed at your own discretion and risk.

If you are dissatisfied with the service or any of these Terms, your sole remedy is to discontinue use of Cryptic Broker’s services.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Cryptic Broker or its founders, officers, employees, or agents be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages arising out of or in connection with your use of (or inability to use) our website or services, even if we have been advised of the possibility of such damages. This includes, without limitation, any loss of profits, loss of data, loss of business opportunities, investment losses, or reputational harm that may result from engagements initiated through our platform.

Cryptic Broker’s total cumulative liability for any claims arising out of or related to these Terms or our services is limited to the amount (if any) that you have paid to us for services in the six (6) months immediately preceding the event giving rise to the liability, or EUR €100, whichever is greater. (For most users, this will be zero, as our website usage is generally free.) This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).

Exceptions: Nothing in these Terms limits liability for gross negligence, willful misconduct, or fraud, or any other liability that cannot be excluded or limited under law. However, to the extent any mandatory law (for example, a consumer protection law) provides you certain rights or remedies that cannot be disclaimed or limited, nothing in these Terms will affect those statutory rights.

Indemnification: You agree to indemnify, defend, and hold harmless Cryptic Broker and its affiliates, and their respective directors, officers, employees, and agents, from and against any and all claims, liabilities, losses, damages, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of these Terms or misuse of our services; (b) your infringement or violation of any intellectual property, privacy, or other rights of any third party; or (c) any dispute or issue between you and any third party (including any project or investor) introduced through Cryptic Broker. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you (in which case you agree to cooperate with our defense of such claim). This indemnity obligation will survive any termination of your relationship with Cryptic Broker.

Regulatory Compliance and Disclosures

Cryptic Broker operates in compliance with applicable Portuguese and EU laws and regulations to the best of our understanding. Notably, we assert the following for transparency:

Not a VASP: Under Portuguese Law No. 83/2017 (the Anti-Money Laundering law) and related regulations, certain crypto-related activities require registration as a **Virtual Asset Service Provider (VASP)**. Cryptic Broker does not engage in any of the defined VASP activities such as exchanging between virtual assets and fiat, exchanging between one or more forms of virtual assets, transferring virtual assets, or safekeeping of virtual assets. We do not hold or manage virtual assets for others, nor do we provide custodial wallets. Therefore, we are not required to register as a VASP at this time. We remain vigilant of  evolving legal requirements (including the transition to EU’s MiCA regulation) and will obtain any necessary authorizations if our activities expand in the future.

MiCA Compliance: The EU Markets in Crypto-Assets Regulation (MiCA) (Regulation (EU) 2023/1114) introduces a regulatory framework for crypto-asset service providers. Cryptic Broker’s current activities are designed to avoid triggering any requirement for authorization under MiCA. Specifically, we do not operate a trading platform, provide crypto-asset exchange services, give individualized advice on crypto-assets, or otherwise perform regulated crypto-asset services listed under MiCA. Our introduction and advisory services are generally out of scope of MiCA’s licensing requirements. We will monitor guidance from the CMVM and ESMA regarding MiCA, and if it is determined that any aspect of our services falls under regulated activity, we will take appropriate steps to comply (including modifying services or seeking licenses).

U.S. Considerations: Although Cryptic Broker is based in the EU, we are aware that U.S. securities laws are far-reaching. We do not market or provide our services to U.S. persons in any manner that would require U.S. broker-dealer registration. We do not facilitate investments in securities by U.S. investors except in compliance with U.S. law. Any success-based fees are structured to comply with applicable “finder” exceptions or other exclusions under U.S. law, and we do not hold ourselves out as providing services in the U.S. that would require SEC or FINRA registration. Users in the U.S. (or any other jurisdiction) who engage with Cryptic Broker are responsible for ensuring that doing so is lawful under their local regulations. Cryptic Broker reserves the right to decline engagements or access to users in certain jurisdictions if we believe a regulatory authorization would be required that we do not possess.

Termination

You may stop using our website and services at any time. Likewise, Cryptic Broker reserves the right to terminate or restrict access to our platform for any user, for any reason or no reason, at our sole discretion. For example, we may terminate your access if we believe you have violated these Terms or are misusing the service. We may also suspend the website or service (in whole or in part) at any time for security, legal, or business reasons.

Upon termination of your use of the service, these Terms will survive to the extent applicable. Provisions relating to intellectual property, disclaimers, limitation of liability, indemnification, and governing law (among others that by their nature should survive) will remain in effect even after termination.

If you have entered into a separate Advisory Agreement or other contract with Cryptic Broker, the termination of your access under these Website Terms does not automatically terminate that separate agreement. Termination of any such agreement will be governed by its own terms.

Governing Law and Dispute Resolution

These Terms of Use and any dispute or claim arising out of or in connection with them or the use of Cryptic Broker’s services are governed without regard to its conflict of law principles. However, we operate globally and endeavour to respect mandatory legal rights of users in their respective jurisdictions. If you use our services as a consumer (for personal, non-business purposes) in the European Union, you may have rights under your local consumer laws; nothing in these Terms will limit any consumer protections that apply to you by law.

Jurisdiction: You agree that the courts of shall have exclusive jurisdiction to settle any dispute or claim arising out of or related to these Terms or your use of the services. By accepting these Terms, you consent to the personal jurisdiction of such courts. Notwithstanding the foregoing, Cryptic Broker reserves the right to seek injunctive or equitable relief in any jurisdiction if necessary to protect its interests.

Alternatively, in an effort to resolve disputes efficiently, Cryptic Broker may offer arbitration for disputes (if both parties agree). In such case, the arbitration would be conducted in English in under a reputable arbitration framework, and the decision would be binding. However, this is optional and would be discussed in good faith if a dispute arises.

Miscellaneous

Severability: If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be severed and the remaining provisions will remain in full force and effect. The invalid provision shall be interpreted, if possible, to fulfill its intended purpose and, if not possible, replaced by a valid provision that most closely approximates the intent and economic effect.

No Waiver: Cryptic Broker’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing to be effective.

Entire Agreement: These Terms, together with our Privacy Policy and Disclaimer (and any additional guidelines or terms provided for specific services), constitute the entire agreement between you and Cryptic Broker regarding the use of our website and services. They supersede any prior agreements, understandings, or communications between you and us relating to the subject matter. In the event of a conflict between these Terms and any separate written contract you have with Cryptic Broker (such as an advisory or referral agreement), the terms of the separate contract will control for the matters it covers.

Assignment: You may not assign or transfer any rights or obligations under these Terms without our prior written consent. Cryptic Broker may freely assign these Terms (for example, in the event of a merger, acquisition, or internal reorganization) to any third party at our discretion.

Headings: Section headings in these Terms are for convenience only and have no legal or contractual effect.

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