1.1 These Terms and Conditions (“these Terms“) are entered into between you (“User” or “You“) and GamesPad. (the “Company“), which is a British Virgin Islands Limited registered company under the Laws of the British Virgin Islands. You and the Company are hereinafter separately referred to as “Party” and collectively as “Parties“, by accessing, registering, downloading, using, clicking, or purchasing the Company’s Services, tools and information made available through the Company website.
1.3 The Company reserves the right to modify or amend these Terms, the website or any content on the website from time to time, including for security, legal or regulatory reasons, to reflect updates or changes to the service or functionality of the website. You are advised to check these terms periodically to ensure that you are aware of and are complying with the current versions. Changes are binding on users of the website and will take effect immediately from posting of the revised documentation on the website. You agree to be bound by such variation and your continued use of the website, tools and information made available shall constitute your acceptance of such variation.
1.4 The Company will indicate on the Site that the Terms have changed. You accept that by doing so, we have provided you with sufficient notice of such change. The Company encourage you to seek professional advice regarding any tax and legal requirements with which you must comply in relation to you being a user of this website, our tools and services.
“AML” means Anti-Money laundering
“Applicable Laws” means any acts, statutes, regulations, ordinance, treaties, guidelines, policies issued by any governmental organizations, or regulatory bodies, including but not limited to the governing law stipulated under the Virgin Islands Governing Law.
“CFT” means Combating the Financing of Terrorism.
“Content” means all contents of the Company Platform, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, and requirement, product, services, advertising material, software, code as well as any data, files, archives, folders or downloads available on the Company Platform.
“Digital Assets” means stable Coins, cryptocurrencies, and alt-coins which are accepted by the Company.
“Prohibited Jurisdictions” means Albania, Barbados, Botswana, Cambodia, Democratic People’s Republic of Korea, Jamaica, Ethiopia, Ghana, Iran, Myanmar, Mauritius, Nicaragua, Pakistan, Panama, Seychelles, Sri Lanka, Syria, Thailand, Trinidad and Tobago, Tunisia, United States, Yemen, Uganda, Zimbabwe, China.
“Stable Coins” means Coins that are issued and backed (pegged) against real dollars at an equivalent rate of 1:1. Stable Coins include Tether (“USDT“) or a cryptocurrency with a value pegged to the U.S. dollar and USD Coin (“USDC“), and other stable coins accepted by the Company.
“the Company Platform” means the Company website, and any other official the Company communication channels made available for access to use the Company’s services and being subject to revision periodically.
“GamesPad Token” means a cryptographic digital token and a software-created and released by the Company. GamesPad Token grants users access to features offered by the Company website.
“the Company Account” means a virtual account which is opened with the Company for Users to utililse our services.
3. General Provisions
3.1. Contractual Relationship: These Terms constitute a valid and binding agreement between you and the Company. The binding obligations stipulated in these Terms are enforceable.
3.2. Revision and Amendments: the Company reserves the right to revise, amend, or update any clauses and provisions stipulated in these Terms in its sole discretion at any time. The Company shall notify the revision or amendment of such clauses or provisions by updating these Terms and specify the ‘Last Revised Date’ displayed on a page of Terms and Conditions. Any revisions and updates on these Terms shall be automatically effective upon their publication on the Company Platform, which includes the Company website. Your continued accessing or using the Company services shall be deemed to provide your consent and/or acknowledgement that you agree to have read, understood, and accepted all revised terms and provisions. If you do not agree on any revised or updated terms and provisions, you should immediately stop accessing or using the Company’s services. You are encouraged to frequently and carefully review these Terms to ensure that you understand these Terms.
3.4. The Use of the Company site:
(a) You will comply with all applicable domestic and international laws, statutes, ordinances and regulations applicable to your use of the website and will not use the website or is content for any unlawful purpose including but not limited to copyright laws or labour laws;
(b) you shall be responsible for obtaining the data network access necessary to use the Company’s site. Your network’s data and rates and fees may apply if you access or use the Company’s site from a wireless-enabled device, and you shall be responsible for such rates and fees;
(c) you shall be responsible for acquiring and updating compatible hardware or device necessary to access and use the Company’s site and any updates thereto. In addition, the Company’s site may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications;
(d) you shall not upload any images, graphics, photographs, videos or content that is deemed unlawful, offensive, malicious, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property;
(e) you shall be responsible for keeping your credential information, including your username and password to your Account with the Company secure;
(f) you shall not abuse, harass, threaten, impersonate or intimidate other Users of the Company’s site;
(g) you shall be solely responsible for your conduct and any Content that you submit, post, and display on the Company’s site;
(h) you shall not modify, adapt or hack the Company’s site or modify another website so as to imply that it is associated with the Company’s site falsely;
(i) you shall not crawl, scrape, or otherwise cache any content from the Company’s site including but not limited to user profiles, images, graphics and photographs. You shall agree not to use any automated data collection methods, data mining, robots, or scraping or any data gathering methods of any kind on the Company’s site;
(j) you shall not create or submit unwanted comments or content to any Users of the Company’s site;
(k) you shall not transmit any malware, worms or viruses or any code of a destructive nature;
(l) you shall not use the Company’s site or any of its contents for advertising or soliciting, for any other commercial, political or religious purpose, or to compete, either directly or indirectly with the Company;
(m) if the Company has the reasonable ground to believe and determine that you have engaged in any use of the Company’s site in breach of this Clause, the Company may address such breach through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any government, law enforcement, or other authority, without providing any notice to you about any such report; or suspending or terminating your access to the Company Service. The Company may, at its sole and absolute discretion, take any action it deems appropriate to comply with Applicable Laws or the laws of any other jurisdiction. In addition, should your actions or inaction result in the imposition of economic costs to the Company, you shall pay an amount to the Company so as to render the Company whole, including without limitation, the amount of taxes or penalties that might be imposed on the Company.
(a) You may, though hypertext or other computer links, gain access form the website to websites operated by persons other than us. Such hyperlinks are provided for your convenience;
(b) A link from another website does not mean that we endorse or approve the content on that website or the operator of that website. You are solely responsible for determining the extent to which you may use or rely upon any content at any other websites which you have accessed from this website;
(c) The Company has no control over the content of these sites or resources, and accept no reasonability for them or for any loss or damage that may arise from your use of them
(d) The Company assumes no responsibility for the use of, or inability to use, any third-party software or other materials on the website and shall have no liability whatsoever to any person or entity for their use of, or inability to use, any such third-party content.
3.6. Availability of the Company’s site
(a) As electronic services are subject to interruption or breakdown, access to the website is offered on an “as is” and “as available” basis only;
(b) The Company reserve the right to limit the availability of the website to any person, geographic area or jurisdiction we so desire and/or terminate your access to and use of the website, at any time and in our sole discretion; and
(c) The Company may, in its sole discretion, impose limits or restrictions on the use you make of the website. Further, for commercial, security, technical, maintenance, legal or regulatory reasons, or due to any breach of these Terms, the Company may withdraw the website or your access to the website at any time and without notice to you.
4. Intellectual Property
4.1. All remarks, suggestions, ideas, materials or other information provided by you through this Site will forever be our property. You acknowledge that you are responsible for any submissions provided through your username or password, and you, not the Company, have full responsibility for such submissions, including their accuracy, legality, reliability, appropriateness, originality and copyright. Notwithstanding the foregoing, the Company has the right to refuse to post, remove, edit or abridge any submission for any reason and to disclose any submission as the Company deems necessary, including without limitation to achieve compliance with any applicable law, regulation, legal process or governmental request, all in our sole discretion.
4.2. Subject to clause 4.4 below, as between you and the Company, the Company owns all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Site and the Company.
4.3. If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as the Company may reasonably request in order to assign such intellectual property rights back to the Company.
4.4. You shall retain ownership of all copyright in data you upload or submit to the Site.
4.5. You grant the Company a world-wide, exclusive, royalty-free, non-terminable license to use, copy, distribute, publish and transmit such data in any manner.
4.6. The Company does not warrant or represent that the content of the Site does not infringe the rights of any third party.
4.7. You undertake that you shall not at any time after you have provided a unique user name to us, divulge or communicate to any person (except to professional representatives or advisers or as may be required by law or any legal or regulatory authority) any Confidential Information, and will use best endeavours to prevent the unauthorised publication or disclosure of any Confidential Information, and will only use such Confidential Information for the purposes of proposing, considering or making transactions through the Company.
For the purposes of this clause, ‘Confidential Information’ shall include all information in whatever form (including in visual, oral or electronic form) relating to us or any other user or business or an individual or a company that was previously a user, which is provided or disclosed through the Company (or to any employees or agents) in connection with the use of the Company.
5. Copyright and Trademarks
5.1. The website and its content are our property or the property of our licensors and are protected by copyright, trademark, patent and other applicable laws.
5.2. You are permitted to download and print content from the Company’s website solely for your own personal use or in the course of your business to the extent required to use the services provided on this website. The Company’s site content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without the Company’s express written consent.
5.3. Except where necessary for and incidental to personally viewing the website through your web browser, or as permitted by these Terms, no part of the website may be reproduced, stored (for any period of time) in an electronic or any other retrieval system, modified, adapted, uploaded to a third-party location, framed, performed in public, or transmitted, in any form by any process whatsoever, without the Company’s specific prior written consent.
6. Account Registration
6.1. Registration: You shall apply for an opening of a free and secure the account with the Company at www. [ ] before accessing or using the Company services. When you register an account with the Company, you agree to provide complete and accurate information which includes your real name, email address, and secure password. You also agree to periodically update your information provided to the Company to maintain the integrity and accuracy of information. At the Company’s sole discretion and without liability to you, the Company may refuse to open an account with the Company if your information has been verified to be outdated, incomplete or incorrect. There is no fee for opening an account with the Company. Registration of the second and more accounts on the website is impossible. The Company reserves the right to block users with two or more accounts.
6.2. Eligibility: By applying for an opening an account with the Company, you represent and warrant that the following qualifications are met:
(a) You are at least 18 years old and have full legal capacity; and
(b) You warrant, represent and undertake that:
(i) you possess the legal right and ability to access the website in accordance with these terms;
(ii) you are not a citizen or resident from the Prohibited Jurisdictions, and you do not have any relevant connection with any jurisdictions where we have prohibited services and access to the website;
(iii) you have not been previously suspended or forbidden from accessing or using the Company services.
(iv) your accessing or use of the Company services shall not violate any Applicable Laws or regulations applicable to you, including but not limited to regulations of AML and CFT.
6.3. Identity Verification:
(a) All information provided by you to the Company for opening an account with the Company shall be used to verify user’s identity, identify traces of money laundering, terrorist financing, fraud, and other financial crimes through Know Your Client KYC/AML/CFT procedures. The Company regularly monitors and assesses activities that may constitute a potential breach of AML laws, CFT laws, Sanctions laws, Anti-Bribery laws, and other relevant Applicable Laws and/or international regulations.
(c) Such information may include, but is not limited to, your name, email address, residential address and contact information, username, phone numbers, government identification numbers, and other necessary information for the verification. You fully acknowledge that your information may be disclosed to credit bureaus, and/or government agencies for fraud and financial crime prevention upon request by any such agency for legal or administrative purposes by a competent authority or court order.
(d) Once you have registered your account, you must ensure that all information provided to the Company is complete, accurate, and updated in a timely manner when there is any change to the information held by the Company in relation to your account. Should there be any reasonable grounds to believe that the partial or the whole of your information provided to us is incomplete, or incorrect, or outdated, the Company reserves the right to send you a notice to demand correction, or to directly delete such information, and, as the case may be, to terminate all or part of the Company services that we provide to you. If the Company cannot reach you with the contact information you have provided to the Company, you shall be fully liable for any losses or expenses caused to the Company during the use of the Company services.
6.4. Account Usage: The Company accounts shall be used by account registrants and authorized persons only. In this regard, the Company reserves the right to suspend, freeze, or cancel the access or use of the Company services by any other persons other than the account registrant. If you suspect or become aware of any unauthorized access or use of your username and password, you shall notify the Company immediately. The Company shall have no liability for any losses or damages arising from the access or use of the account with the Company by you or any third party with or without your authorization.
6.5. Prohibited Uses: the Company maintains a policy of strict regulatory compliance. The Company will not accept deposits from the following known addresses:
(a) Mixing services which attempt to obfuscate the source of funds;
(b) Peer-to-peer and other exchanges which do not perform Know Your Customer (KYC) screening as part of their onboarding process;
(c) Any amount of funds from gambling sites; and,
(d) Any amount of funds known to belong to darknet marketplaces. The Company retains the right to return funds and freeze/close accounts as necessary upon receipt of deposits from these sources. Please note that any attempt to circumvent these policies will also result in similar action.
6.6. Account Security: The Company has been committed to maintaining the security of User entrusted funds and has implemented industry standard protection for the Company Services. The actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your account with the Company and personal information. You should be solely responsible for keeping safe of your account with the Company and password and be responsible for all the transactions under your Account with the Company. The Company assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal. By creating an account with the Company, you hereby agree that:
(a) you will notify the Company immediately if you are aware of any unauthorized use of your account with the Company and any password or any other violation of security rules;
(b) you will strictly abide by all mechanisms or procedures of the Company regarding security, authentication, trading, charging, and withdrawal; and (iii) you will take appropriate steps to logout from the Company at the end of each visit.
7. Representations and Warranties
7.1. You hereby make the following representations and warranties to the Company:
(a) You are the exclusive owner of the Digital Assets deposited in your Account with the Company;
(b) You validly undertake any actions or enter into any transaction with regard to these Terms;
(c) The Digital Assets, which you shall deposit in your Account with the Company or the Company’s managed fund, shall not be derived from money laundering, terrorist financing, fraud, or any other illegal activities under any applicable law;
(d) You shall provide only accurate, complete, and up-to-date information and documents, if any, for the purpose of accessing or using the Company Services on the Company Platform;
(e) You shall understand and be aware of risks associated with accessing or using the Company services and you shall be fully liable at your own risk;
(f) You shall use the Company Services through the Company Platform in good faith and shall not use for the purpose of concealing, or disguising the origin or nature of the proceeds derived from illegal or criminal activities;
(g) You shall be aware that you are subject to Tax regulation in your jurisdiction and shall be fully responsible for any filling/reporting and paying any tax as required by the Applicable Laws. The Company shall not be responsible to compensate you for your tax obligations or advise you in relation to your tax issues. Any uncertainties and unpredictable matters in tax legislation with respect to Digital Assets may expose you to unknown or unforeseeable tax implications associated with your holding of Digital Assets and the use of the Company services, for which the Company shall have no liability. Furthermore, you shall hold the Company harmless from any expenses and losses, resulting from the unknown or unforeseeable tax implications;
(i) You shall not interfere, intercept, or expropriate our network system, data, or information;
(j) You shall not transmit, or upload any virus or other malicious software program, or try to gain unauthorized access to other accounts, websites, networks or systems relating to the Company Services;
(k) You shall not decompile, reverse engineer, or disassemble any our programs, systems or products, or in any way infringe the Company’s Intellectual Property rights; and
(l) You shall not cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of any of the Company’s programs, systems or products.
7.2. You shall inform the Company promptly about any changes in your information and documents, if any, provided or submitted to the Company, particularly your contact details, within one (1) day as of such change.
7.3. You shall defend, indemnify, and hold harmless the Company, its affiliates, each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees), arising out of or relating to any third-party claim concerning these Terms, or your use of the Company Services in violation of these Terms and Applicable Law.
7.4. Each of Representations and Warranties shall survive and continue to have full force and effect after the execution of these Terms.
7.5. The Company makes no representation, warranty, or guarantee to you of any kind. The Company Platform and Services are offered strictly on an as-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose.
8.1 The Company and third parties may from time to time create a copy of a digital asset network and implement changes in operating rules or other features (“Forks“) that may result in more than one version of a network (each, a “Forked Network“) and more than one version of a digital asset (“Forked Assets“).
8.2 Forked Networks and the available supply of any Forked Assets are wholly outside of the control of the Company and our ability to deliver Forked Assets resulting from a Forked Network may depend on third parties outside of the Company’s control. You understand and acknowledge that Forks may materially affect the value, function, and even the name of the digital assets associated with your Company Account. In the event of a Fork, the Company may temporarily suspend certain services on the Online Platform (with or without advance notice to you) while the Company determines, in its sole discretion, which Forked Network(s) to support.
8.3 The Company is unlikely to support most forked networks and most forked assets will likely not be made available to you. The company may determine, in its sole discretion, not to support a forked network. You have no right, claim, or other privilege against the Company’s Forked Assets on such unsupported forked network. The Company may, in its sole discretion, determine its approach to such forked assets, which may include abandoning or otherwise electing not to support such forked assets as part of its services.
9. Risk Disclosure
By accessing or using the Company Services, you expressly acknowledge and assume the following risks:
9.1. Risk of loss in value Digital Assets are not issued by any central banks or national, supra-national, or quasi-national organizations. They are also not backed by any hard assets or other credit. The value of Digital Assets are affected by several factors, including but not limited to:
(a) the total number of Digital Assets in existence;
(b) the continued willingness of market participants to exchange government-issued currency for Digital Assets;
(c) purchasers’ expectations with respect to the rate of inflation of fiat currencies;
(d) purchasers’ expectations with respect to the rate of deflation of cryptocurrencies, interest rates, currency exchange rates, cyber theft of cryptocurrencies from online digital wallet providers or news of such theft from such providers or individuals’ digital wallets;
(e) investment and trading activities of large investors;
(f) monetary policies of the governments;
(g) trade restrictions;
(h) currency devaluations and revaluations;
(i) regulatory measures; or
(j) the global or regional political, economic or financial events and situations.
All these factors may affect the value of Digital Assets, which may result in the permanent, partial or total loss of the value of a particular Digital Asset. No one shall be obliged to guarantee the liquidity or the market price of any of the Digital Assets deposited by you into your Account with the Company. The volatility and unpredictability of the value of Digital Assets relative to the government-issued currency may result in a significant loss over a short period of time.
9.2. The regulatory regime governing Digital Assets and the regulatory framework relating to Digital Assets remains unsettled, and any laws, regulations, or guidelines may be significantly revised and amended which shall materially and adversely affect the value of Digital Assets and your services on the Company Platform as follows:
(a) Regulations of the use, transfer, and exchange of Digital Assets in various jurisdictions are currently undeveloped or underdeveloped and likely to evolve rapidly. One or more countries shall take regulatory actions in the future that severely restricted, which may directly or indirectly affect or restrict the Company Services provided to Users;
(b) To the extent that the Company may be required to obtain licenses, permits, and/or approvals in any jurisdictions to offer the Company Services, but are unable to obtain such Regulatory Approvals or if such Regulatory Approvals are not renewed or revoked for any reasons, the Users in such jurisdictions shall be unable to access or use the Company Services;
(c) It is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting the use, transfer, and exchange of Digital Assets. In the case where the Company may be requested or forced to suspend or discontinue or to change the operation of the Company Services in any jurisdictions required by laws and the authorities, your Account with the Company may be frozen for an indefinite period of time until the matter is resolved. You shall be responsible for determining whether the use of the Company Services is legal in your jurisdiction, and you shall not access or use the Company Services if they are illegal in your jurisdiction. If you are uncertain on the legal status of Digital Assets in your jurisdiction, please seek independent advice from your legal advisor.
9.3. Technical and System Failure affected the obligations stipulated in these Terms means that the Company may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect the Company’s infrastructure network, which includes the Company’s website. The Company is unable to anticipate when there would be the occurrence of hacks, cyber-attacks, mining attacks, including but not limited to double-spend attacks, majority mining power attacks and selfish-mining attacks, distributed denials of services or errors, vulnerabilities or defects in the Company, GamesPad Token, Users’ accounts, Users’ wallets or any technology, including but not limited to smart contract technology. The Company is unable to detect these hacks as mentioned earlier, mining attacks, cyber-attacks, distributed denials of services errors vulnerabilities or defects in a timely manner and does not have sufficient resources to efficiently cope with multiple services incidents happening simultaneously or in rapid succession. In addition, the Company’s network or Services, including the Company Platform, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorized users, some of which are beyond the Company’s control. Although the Company has taken steps against malicious attacks on its appliances or its infrastructure, which are critical for the maintenance of the Company Platform and its services, there can be no assurance that cyber-attacks, such as distributed denials of service, shall not be attempted in the future, and that the Company’s enhanced security measures shall be effective. Any significant breach of the Company’s security measures or other disruptions resulting in a compromise of the usability, stability and security of the Company’s network or services, including the Company Platform, may adversely affect the GamesPad Tokens.
9.4. The Company shall have no liability for any delay, error, interruption or failure to perform any obligation under these Terms where the delay or failure is directly or indirectly resulting from any causes beyond the Company’s control, including but not limited to:
(a) Acts of God, nature, court of government;
(b) Failure or interruption in public or private telecommunication networks, communication channels or information system;
(c) Acts or omission of acts of a party for whom we are not responsible;
(d) Delay, failure or interruption in, or unavailability of, third-party services; or
(e) Strikes, lockouts, labour disputes, wars, terrorist acts and riots.
9.5. You understand and agree that you use the Company services at your own risk. This clause is not exhaustive and does not disclose all the risks or potential risks that may be associated with Digital Assets and the use of services. You are strongly recommended to carefully consider whether such use is suitable for you in light of your circumstances and financial positions.
10. Limitation of Liability
10.1. Notwithstanding any provision contained within these Terms, in no event, shall either Party be liable to the other for any type of incidental, special, exemplary, punitive, indirect or consequential damages, including but not limited to lost revenue, lost profits, loss of your credential information (username and password), replacement goods, loss of technology, loss of data, or interruption of loss of use of service or equipment, even if such Party was advised of the possibility of such damages, and whether arising under a theory of contract, tort, strict liability or otherwise. The Company shall also have no liability for your emergency and unforeseeable incidents related to your use of the Company Services such as stolen password or hacked accounts.
10.2. Neither the Company nor any of the Company’s agents shall be liable for:
(a) the management or performance of your Digital Assets (including any reduction in the value); or
(b) any taxes or duties payable in respect of your Digital Assets.
10.3. Except as expressly provided in these Terms, to the maximum extent permitted by any Applicable Laws, we disclaim all other representations or warranties, express or implied, made to you, your affiliates or any other person, including without limitation any warranties regarding the quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any service or any goods provided incidental to the Company services under these Terms. The liabilities of the Company in respect of representations and warranties that are excluded under these Terms, at the Company’s sole option, is limited to any one of resupplying, replacing or repairing or paying the cost of the resupplying, replacement or repairing or paying the cost of resupplying the Services in respect of which the breach occurred. In no event will the aggregate liability to the Company for any loss or damage arising in connection with the Company Services exceed the fees you paid to the Company for your use of the Company Services, if any, during the twelve (12) month period immediately preceding the event giving rise to the claim for liability. The foregoing limitations of liability shall apply to the fullest extent permitted by any Applicable Laws.
10.4. The Company shall have no liability for any Third-Party Services providers to Users. The Company makes no representations or warranties whatsoever, expressed or implied, as to the accuracy, totality, timeliness, appropriateness, suitability, or vigour for any purpose or use of such Third-Party Services, products, services and information, customer and technical support or web presence or any of their presentations or representations. You shall acknowledge and agree that the Company shall not be liable in any way for the use of such Third-Party Services, such as third-party wallets.
10.5. Your representations and warranties
By attempting to acquire or use any Digital Assets, you hereby represent, covenant, and warrant to Us as follows:
(a) You are not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act of 1933, as amended (“Securities Act”). The offer and sale of the Digital Assets herein was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and you are not acquiring the Digital Assets for the account or benefit of any U.S. Person.
(b) You will not offer or sell any of the foregoing (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S, or engage in hedging transactions with regard to the Digital Assets;
(c) You will offer, sell, pledge or otherwise transfer the Digital Assets (or create or maintain any derivative position equivalent thereto) only as permitted by the Securities Act and any available exemption therefrom and, in any case, in accordance with applicable state securities laws; AND You further acknowledge and agree that the Digital Assets will be deemed to bear the legend set forth below (in addition to any other legends required by applicable federal, state or foreign securities laws or provided in any other agreement with the Company):
THE DIGITAL ASSETS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND NEITHER THE COMPANY NOR THE FOUNDATION INTENDS TO REGISTER THEM. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF SALE, THE DIGITAL ASSETS MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH DIGITAL ASSETS) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS, UNLESS THE DIGITAL ASSETS ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF SALE, YOU MAY RESELL SUCH DIGITAL ASSETS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE DIGITAL ASSETS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. A HOLDER OF THE DIGITAL ASSETS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT, PRIOR TO THE ONE YEAR ANNIVERSARY OF THE DATE OF SALE, RESELL THE DIGITAL ASSETS TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE DIGITAL ASSETS ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
IN NO EVENT SHALL ANY TOKENS REPRESENTING THE RIGHT TO RECEIVE A DIGITAL ASSET IN THE POSSESSION OF A U.S. PERSON AS DEFINED IN RULE 902(K) OF REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BE EXCHANGED FOR A DIGITAL ASSET AND TOKENS REPRESENTING THE RIGHT TO RECEIVE TOKENS IN THE POSSESSION OF ANY SUCH U.S. PERSON WILL BE WORTHLESS AND NO U.S. PERSON SHOULD SEEK TO OBTAIN SUCH TOKENS
(d) Neither you nor any person acting on its behalf has engaged, or will engage, in any directed selling efforts to U.S. Persons with respect to the Digital Assets. The acquisition of the Digital Assets herein has not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the requirements of the Securities Act.
(e) Neither you nor any person acting on your behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Digital Assets. You agree not to cause any advertising of the Digital Assets to be published in any publication or posted in any public space relating to the Digital Assets in the United States
(f) In connection with the Digital Assets, you will not offer, sell or distribute Digital Assets to any citizen or resident of any jurisdiction designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control.
11.1. You irrevocably undertake to fully indemnify and hold harmless each of the Company, its shareholders, officers, directors, employees, and agents and their respective successors, heirs and assigns promptly upon demand at any time and from time to time, from and against any and all losses, claims, actions, proceedings, damages, demands, judgements, sums, liabilities, damages, costs, charges and expenses, including but not limited to any reasonable attorney’s fees, or penalties imposed by any regulatory authority, and reimbursements arising out of or related to the following situations:
(a) your use of, or conduct in accordance with the Company Services;
(b) your breach of or our enforcement of these Terms;
(c) your violations of any Applicable Laws, regulation, or rights of any third party during your use of the Company Services. If you are obligated to indemnify the Company, its group companies, shareholders, officers, directors, employees, and agent and their respective successors, the Company shall have the right, at our sole discretion, to control any action or proceeding and to determine whether the Company wishes to proceed, or settle, and if so, on what terms or provisions.
12.1. These Terms shall be immediately terminated by closing your account with the Company and discontinuing your use of the Company Services.
12.2. These Terms and the Company Services can be terminated upon written notice by the Company if there is reasonable ground to believe that you breach any terms or provisions stipulated in these Terms, or you do not comply with these Terms.
12.3. In the event that your suspended or closed the Account with the Company has an outstanding balance, you shall be entitled to recover the relevant Digital Assets, together with the Interests accrued thereon unless the Company is prohibited by any Applicable Laws or a court order to release such, including but not limited to the case that the Company has reasonable ground to suspect that Digital Assets or the funds used for the purchase of Digital Assets were obtained through fraud, illegal means, or connected with any criminal activities.
12.4. The termination of these Terms shall not prevent the Company from seeking any remedies from you in the case where you breach any terms or provisions before such termination.
12.5. Any ongoing obligation on you, and the provision regarding:
(a) the Company’s intellectual Property;
(b) no solicitation or offering;
(d) limitation of liability; and
(e) any other provisions designed to survive, will survive any termination or expiration of the Terms for any reason.
Any notice required or made under these Terms from the Company to you shall be considered validly received when addressed to your last contact information, including but not limited to the latest used email address, mailing address or phone number. Additionally, the Company may provide notices through publishing on the Company the Company’s website.
Any notice required or made under these Terms by you to the Company shall only be made through an email in English, sent to [email protected].
14. No Financial Advice; No Legal Advice
14.1 The Company is not your broker, intermediary, agent, or legal advisor and has no fiduciary relationship or obligation to you in connection with any decisions or activities effected by you using the Company.
14.2 No communication or information provided to you by the Company is intended as or shall be considered or construed as, investment advice, financial advice, legal advice, or any other sort of advice.
14.3 All Savings and Investment Services shall be executed automatically based on the parameters of your consideration. You shall be solely responsible for determining whether any Savings, Investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance. You shall be solely responsible for any loss or liability therefrom. Before making any investment decisions, you should conduct your due diligence and consult with your independent financial, legal, or tax professionals.
14.4 The Company shall not be liable for the decisions you make to access or use the Company Services.
15.2. However, the confidentiality obligation shall not apply to the followings:
(a) any information which becomes generally known to the public, other than by reason of any willful or negligent act or omission of the Company or any of their respective Representatives;
(b) any information which is required to be disclosed according to any applicable law or any requirement of any competent governmental or statutory authority or according to rules or regulations of any relevant regulatory, administrative or supervisory body (including but not limited to any relevant stock exchange or securities council);
(c) any information which is required to be disclosed according to any legal procedures issued by any courts or tribunals.
15.3. The obligations contained in this Clause shall endure, even after the termination of your account or discontinuing the Company Services in accordance with and as permitted by the provisions of these Terms, within five (5) years after terminating your account with the Company except and until any confidential information enters the public domain.
16. Governing Law
These Terms and the rights and obligations of each of the Company and you shall be governed by and construed in accordance with the laws of the British Virgin Islands. Each of the Company and you agrees that the courts of the British Virgin Islands shall have exclusive jurisdiction to hear and determine any action or proceeding arising out of or in connection with these Terms and for that purpose each of the Company and you irrevocably submit to the jurisdiction of the courts of the British Virgin Islands and agree that the process by which any such action or proceeding is begun may be served on it by being delivered in accordance with paragraph 13 above.
17. Dispute Resolution
Any dispute, controversy, or claim arising out of, or in relation to, these Terms, including the validity, invalidity, breach, or termination thereof, shall, at the discretion of the Company, be resolved by arbitration in accordance with the UNCITRAL Rules of Arbitration in force on the date on which the Notice of Arbitration is submitted in accordance with such Rules. There shall be a single arbitrator. The arbitrator shall be appointed by agreement between the parties, and should have good knowledge in the field of digital assets and the fintech industry as a whole. In the event that the parties are unable to agree on the appointment of an arbitrator, the arbitrator shall be appointed by the President of the BVI Bar Association. The seat of the arbitration shall be Road Town, Tortola, British Virgin Islands. The arbitral proceedings shall be conducted in English. The result of such arbitration shall be binding.
18. Class Action Waiver
You and the Company agree that any claims relating to these Terms or to your relationship with the Company as a user of the Company Services shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and the Company further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including the Company.
20.1 Severability: If any provisions of these terms are found by the court of competent authorities to be invalid, void, unlawful or unenforceable under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
20.2 Variation of Terms: The Company has the right to revise these Terms, at our sole discretion at any time, and by using the Company website, you shall be expected to review such Terms regularly to ensure that you understand all provisions stipulated in these Terms.
20.3 Assignment: the Company shall be allowed to assign, transfer, and subcontract its right and/or obligations under these Terms without any notification or your consent required. You shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms without the prior written consent of the Company.
20.5 No Third-Party Rights: Nothing in these Terms shall be deemed to create any rights in any creditors or other persons, not a party hereto, and these Terms shall not be construed in any respect to be a contract in whole or in part for the benefit of any third parties.
20.6 Electronic Signatures: You agree that you may tender your signatures to be binding with these Terms and use the Company Services by electronic means, such as by email or by an online e-signature platform. The Parties hereto agree that their digital signature or other forms of electronic acknowledgement, click-wrap agreement, consent, or acceptance, as the case may be:
(a) constitutes their signature, acceptance, and agreement of these Terms; and
(b) has the same force and effect as a signature affixed by hand.
20.7 Waiver: The failure of one Party to require performance of any provision shall not affect that Party’s right to require performance at any time thereafter. At the same time, the waiver of one Party to seek recovery for the other Party’s violation of these Terms of any provisions of applicable terms shall not constitute a waiver by that Party of any subsequent breach or violation by the other Party or of the provision itself.