TERMS OF USE

Updated as at October 5, 2020

1. INTRODUCTION

1.1. These Standard Terms and Conditions (“Terms of Use”) apply exclusively between any person accessing and using the Service (as defined below) (the “User”) and Hodlnaut Pte. Ltd. (the “Company”) (each a “Party” and collectively, the “Parties”).

1.2. The Company is in the business of providing Users with the following service (the “Service”):

1.2.1. Users are able to deposit Bitcoins or other forms of digital currency or cryptocurrencies ("Digital Assets") with the Company;

1.2.2. the Company aggregates and lends such Digital Assets out to institutional investors and fund managers (“Traders”) which will generate interest on the Digital Assets; and

1.2.3. the Company will then collect such interest amounts from the Traders (in the form of Digital Assets) and return them to the Users after deducting applicable service fees.

The Company reserves the right to vary the scope and provision of the Service and may suspend or terminate the Service or any part of the Service, at its discretion and without prior notice to the User.

1.3. The Company provides the Service through its website at https://www.hodlnaut.com or any sub-domain such as app.hodlnaut.com (collectively, the “Website”).

1.4. This Terms of Use shall prevail notwithstanding any amendments by the User. Any amended terms submitted, proposed or stipulated by the User, regardless of whether the Company has objected to them explicitly, are expressly waived and excluded.

1.5. The Company reserves the right to amend, modify, delete, update, change or otherwise alter (each, a “Variation”) the Terms of Use at any time. The User is advised to check regularly for any updates, changes or modifications. As the Terms of Use will govern the access or use of the Service, the User should review the Terms of Use each time the User engages the Company for use of the Service. By using the Service or accessing the Website, the User is deemed to accept the Terms of Use.

2. DEFINITIONS AND INTERPRETATIONS

2.1. In the Terms of Use, unless the context otherwise requires, the following words or expressions shall have the following meanings respectively:

“Affiliate” means with respect to any person, any person directly or indirectly Controlling, Controlled by or under common Control with such person;

“AML Laws” means all laws applicable to the Parties prohibiting money laundering or attempts to conceal or disguise the identity or origin of, change the form of, move, transfer, transport, illegal proceeds, funds or property;

“Anti-Bribery Laws” means all laws applicable to the Parties prohibiting the bribery of government officials, kickbacks, inducements and other forms of commercial corruption or bribery;

“Applicable Laws” means all laws applicable to the Parties;

“Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday) in the Republic of Singapore;

“Content” shall have the meaning ascribed to it in Clause 22;

“Control” means the holding or possession of the beneficial interest in or the ability to exercise the voting rights applicable to shares or other securities in, any entity (whether directly or indirectly) which confers an aggregate on the holders thereof of more than 50% of the total voting rights exercisable at general meetings of that entity, and the terms “Controlling” and “Controlled” have correlated meanings;

“CTF Laws” means all counter-terrorist financing laws;

“Digital Assets” shall have the meaning ascribed to it in Clause 1.2.1;

"Encumbrance" means any mortgage, assignment, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect, or an agreement, arrangement or obligation to create any of the foregoing;

“Force Majeure Event” means all causes, foreseen or unforeseen, that are beyond the reasonable control of the affected Party, including but not limited to (a) hacker attacks, or the invasion or outbreak of malware such that the computer system or any hardware or software associated with the running of the Website is damaged or unable to perform or operate normally; (b) interruption, failure or disruption in electricity provision, internet connection, telephone or other communication system or electronic or mechanical equipment; (c) strikes, fire, flood or other acts of God; and (d) the regulations of any applicable or relevant international organisation or government authority;

“Hard Fork” shall have the meaning ascribed to it in Clause 17.1;

“Indemnified Parties” shall have the meaning ascribed to it in Clause 15;

“Indemnified Party” shall have the meaning ascribed to it in Clause 15;

“KYC Process” has the meaning ascribed to it in Clause 4.1;

“Losses” shall have the meaning ascribed to it in Clause 15;

“New Currency” shall have the meaning ascribed to it in Clause 17.1;

“Notice” shall have the meaning ascribed to it in Clause 25.1;

“OFAC” means the Office of Foreign Assets Control of the US Department of Treasury;

“Permitted Purpose” shall have the meaning ascribed to it in Clause 21.1;

“Prohibited Use” has the meaning ascribed to it in Clause 7.14;

“Privacy Policy” means the privacy policy of the Company as amended from time to time;

“Regulatory Approvals” has the meaning ascribed to it in Clause 13(c)(iii);

“Representatives” means, in relation to a Party hereto, its directors, officers, employees, advisers, agents, or other representatives;

“Sanctions” means the economic sanctions laws, regulations, embargoes, or restrictive measures administered by any Sanctions Authority including pursuant to the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 and Iran Sanctions Act or any equivalent sanctions or measures imposed by any Sanctions Authority.

“Sanctions Authority” means:

  1. the OFAC or the US generally;
  2. the United Kingdom, the European Union or any member state of the European Union;
  3. the United Nations (including any of its related organizations);
  4. the Ministry of Finance of Japan or Japan generally;
  5. the Monetary Authority of Singapore or Singapore generally; or
  6. any other authorities of jurisdictions applicable to the Parties;

“Sanctions Laws” means the laws relating to Sanctions or the Sanctions List;

“Sanctions List” means the Specially Designated Nationals and Blocked Person List maintained by OFAC, or any similar list maintained by or public announcement of Sanctions designation made by any of the Sanctions Authorities;

“Service” shall have the meaning ascribed to it in Clause 1.2;

target of Sanctions” shall have the meaning ascribed to it in Clause 20.1.11;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest);

“Third-Party Data” shall have the meaning ascribed to it in Clause 21.3;

“Traders” shall have the meaning ascribed to it in Clause 1.2;

“Unsupported Currencies” shall have the meaning ascribed to it in Clause 17.1;

“User Account” shall have the meaning ascribed to it in Clause 4.1;

“User’s Reps and Warranties” shall have the meaning to ascribed to it in Clause 20.1;

“Variation” has the meaning ascribed to it in Clause 1.5; and

“Website” has the meaning ascribed to it in Clause 1.3.

2.2. The words “hereof”, “herein”, “hereon”, and “hereunder”, and words of similar import, when used in the Terms of Use, shall refer to the Terms of Use as a whole and not to any particular provision of the Terms of Use.

2.3. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a specific gender shall include the other genders (male, female or neuter).

2.4. The headings in the Terms of Use are inserted for convenience only and shall not affect the construction of the Terms of Use.

2.5. Any thing or obligation to be done under the Terms of Use which requires or falls to be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation to be done falls on a day which is not a Business Day.

2.6. References to the Terms of Use include the Terms of Use as amended or supplemented in accordance with its terms. References to Clauses are to clauses of the Terms of Use.

3. PRIVACY POLICY

The User acknowledges and confirms that he has read, understood and agreed to the Privacy Policy (located at privacy@hodlnaut.com), which explains how the Company treats the User’s personal information and protects the User’s privacy when the User is using the Website. By using the Website, the User agrees that the Company may use his information as set forth in the Privacy Policy. The Privacy Policy is hereby incorporated in the Terms of Use by reference in its entirety.

4. SETTING UP AN ACCOUNT

4.1. In order to use the Service, the User will need to register for an account on the Website (“User Account”). The Company may require the User to provide information satisfactory to the Company and relevant third-parties that the User is not in breach of or at risk of being in breach of AML Laws, Anti-Bribery Laws, Sanctions Laws, CTF Laws, and other Applicable Laws. During the registration process, the User may need to submit information and documents in order to verify the User’s identity and for know-your-client checks of the Company to prevent fraud, money laundering and financing of terrorism, fraud or any other financial crime (“KYC Process”). The Company may engage the assistance of third-party service providers for the KYC Process and the User irrevocably grants the Company the right to share such information with the third-party service providers concerned. The User is required to promptly provide whatever information requested and necessary to satisfy such due diligence requirements.

4.2. The Company shall also regularly monitor and assess activities that may constitute a potential breach of AML Laws, CTF Laws, Sanctions Laws, Anti-Bribery Laws, and other Applicable Laws. Notwithstanding the KYC Process, the User is required to provide further information and documents or conduct any activities as requested by the Company or any of its nominated third-parties pursuant to this Clause on an ongoing basis.

4.3. The Company may in its sole discretion, refuse to set up the User Account, terminate or suspend the User Account and the User’s access to the Website, or limit the number of User Accounts the User may hold. The User’s access to the Service and the limits that may apply may be adjusted as a result of the information collected from the User.

4.4. By setting up the User Account, the User consents to the collection, use and disclosure of personal data and other information submitted to the Company by the Company, its Affiliates, and its third-party service providers for such purposes. More details relating to the treatment of the User’s personal data is set out in the Privacy Policy.

5. DISCLOSURE OF INFORMATION

5.1. The User represents, warrants and undertakes that all information provided by the User to the Company at any relevant time is true, complete, accurate, current and not misleading in any material respect.

5.2. The User undertakes to maintain and update all such information to keep it true, complete, accurate, current and not misleading in any material respect. The User undertakes to immediately inform the Company of any relevant change in the information which has been provided to the Company in the course of the Company providing the Service.

5.3. The User irrevocably undertakes to provide to the Company, promptly upon demand, any information and/or documentation as the Company may request from time to time. The User hereby expressly and irrevocably permits and authorises the Company and its employees and/or any other persons authorised by the Company to provide any information and copies of any document provided by the User as may be required pursuant to any KYC Process.

5.4. The User shall comply with such identification, customer due diligence and other anti-money laundering requirements that the Company may require from time to time.

6. ACCOUNT SECURITY

6.1. The User shall be fully responsible for all activities that occur under the relevant User Account(s) he is using including all information submitted to the Company, whether publicly posted on the Website or privately transmitted.

6.2. The User shall (a) immediately notify the Company of any unauthorised use of the User’s password or any other breach of security of his User Account(s), and (b) to ensure prompt exit from the relevant User Account at the end of each session. The Company shall not be liable for any loss or damage arising from failure to comply with this Clause 6.

7. ACCEPTABLE USE OF THE WEBSITE

7.1. The User is responsible for obtaining the data network access necessary to use the Website. The User’s network’s data and rates and fees may apply if the User accesses or uses the Website from a wireless-enabled device and the User shall be responsible for such rates and fees.

7.2. The User is responsible for acquiring and updating compatible hardware or device necessary to access and use the Website and any updates thereto. In addition, the Website may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

7.3. The User shall not upload any images, graphics, photographs, videos or content that is deemed unlawful, offensive, malicious, threatening, libellous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property.

7.4. The User is responsible for keeping the password to his User Account(s) secure.

7.5. The User shall not abuse, harass, threaten, impersonate or intimidate other users of the Website.

7.6. The User shall not use the Website for any illegal or unauthorized purpose.

7.7. The User is solely responsible for his conduct and any Content that he submits, posts, and displays on the Website.

7.8. The User shall not modify, adapt or hack the Website or modify another website so as to falsely imply that it is associated with the Website.

7.9. The User shall not crawl, scrape, or otherwise cache any content from the Website including but not limited to user profiles, images, graphics and photographs. The User agrees not to use any automated data collection methods, data mining, robots, or scraping or any data gathering methods of any kind on the Website.

7.10. The User shall not create or submit unwanted comments or content to any users of the Website.

7.11. The User shall not transmit any malware, worms or viruses or any code of a destructive nature.

7.12. The User shall not, in the use of the Website, violate any Applicable Laws in his jurisdiction (including but not limited to copyright laws or labour laws).

7.13. The User shall not use the Website or any of its contents to advertise or solicit, for any other commercial, social, political or religious purpose, or to compete, directly or indirectly with the Company.

7.14. If the Company determines that the User has engaged in any use of the Website in breach of this Clause 7 (each a “Prohibited Use”), the Company may address such Prohibited Use 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 authorities, without providing any notice to the User about any such report; or suspending or terminating the User’s access to the 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 the User’s actions or inaction result in the imposition of economic costs to the Company, the User 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.

8. AVAILABILITY

8.1. The Website and/or Service is not intended for use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. By offering the Website and Service, no distribution or solicitation is made by the Company to any person to use the Website and Service, in jurisdictions where the provision of the Website or Service, is prohibited by law.

8.2. The User may use the Websites only for the purpose of accessing the Service. The User is strictly prohibited from, and agree that the User will not, adapt, edit, change, modify, transform, publish, republish, distribute, or redistribute the Website or the material on the Website (in any form or media) without the Company’s prior written consent, save for any Content produced by the User.

9. RIGHTS OF COMPANY

9.1. The Company reserves the right at any time and from time to time, in its sole discretion, to modify or discontinue, temporarily or permanently, the Service (or any part thereof, including the transmission of any related materials or documentation) with or without notice. The Company further reserves the right at any time and from time to time, in its sole discretion, to change or terminate without notice any content or features contained on the Website. The Company shall not be liable to the User or to any third-party for any modification, suspension, or discontinuance of the Service, content, or features provided on the Website.

9.2. The Company reserves the right to refuse to process or to cancel any pending transaction conducted pursuant to the Service at its sole discretion or as required by law or in response to a court order or other binding government order or to enforce transaction limits. The Company cannot reverse a transaction that has been broadcast to the digital currency network. The Service are available only in connection with the Digital Assets which the Company, in its sole discretion, decides to support from time to time.

9.3. The systems used by the Company for the Service and the Website may encounter technical limitations or other limitations, and computer and communications hardware systems might experience interruptions. The Company may continually enhance and improve these systems in order to accommodate the level of use of the Website. Furthermore, the Company may add additional features and functionality to its Service and/or the Website that might result in the need to develop or license additional technologies. Increased utilisation of the Service or the Website or increased transaction volume through its processing systems or providing new features or functionality may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, and delays in reporting accurate financial information. The Company shall in no circumstances be liable for any loss in respect thereto.

9.4. It may, in certain circumstances, be necessary for the Company to retrieve certain information from offline storage in order to execute a transaction pursuant to the Service. The User acknowledges and agrees that a transaction facilitated by the Company may be delayed.

9.5. The Company reserves the right to impose transaction limits upon the User at its sole discretion in accordance with the terms of the Terms of Use.

9.6. The Company reserves the right to levy service fees or transaction fees in connection with the use of the Service, including fees for the withdrawal of Digital Assets from User Account(s) or the maintenance of User Account(s). Such service fees or transaction fees may be adjusted from time to time and the details of any such service fees or transaction fees shall be notified to the User through the Website.

10. WITHDRAWALS

10.1. The User may make a complete or partial withdrawal of Digital Assets from his User Account(s) at any time. The Company initiates the withdrawal process immediately following a withdrawal request when possible and will typically require up to twenty-four (24) hours after such withdrawal request to process the withdrawal. However, there may be instances where the withdrawal process takes a longer time such as up to seven (7) days after a withdrawal request.

10.2. For every withdrawal request, the User will be required to provide the details of the wallet to which the User wishes to transfer his Digital Assets. In the event that the details provided by the User are inaccurate, incomplete or misleading, the User's Digital Assets may be permanently lost. The Company shall not be liable for any loss that results from inaccurate, incomplete or misleading details that the User may provide for such transfer. If the transfer address specified by the User is one to which the Company is unable to process transfers to, the Company shall have no liability for any resulting failure or delay in processing a requested withdrawal.

10.3. The Company and its third-party partners may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties which could result in the immediate halt or suspension of deposits and/or withdrawals either temporarily or permanently. The Company shall not be responsible or liable for any loss or damage of any sort incurred by the User as a result of such cyber-attacks, operational or technical difficulties or suspensions of deposits or withdrawals. Withdrawal limits based on amounts and/or frequency may apply from time to time and if applicable, will be made known to the User through his User Account.

10.4. Every withdrawal request shall be deemed pending until accepted by the Company. The Company may refuse to accept such request, or delay the processing of an approved request for any reasonable reason, including but not limited to insufficient Digital Assets in a User Account, inaccurate or misleading information provided by the User, or any doubt or suspicion of money laundering or other financial crime related to the User Account.

11. INTEREST

11.1. Digital Assets deposited with the Company are entitled to interest.

11.2. Interest rate on the Digital Assets in a User Account is variable at the sole and absolute discretion of the Company and variations in such interest rate may be announced from time to time. Interest will be payable in arrears and added to a User Account at or around every Monday of each week. The User acknowledges that interest rates may not be equivalent to benchmark interest rates observed in the market for bank deposit accounts or any other purpose.

11.3. Interest is gained based on a daily periodic rate to the Digital Assets in the User Account. The daily periodic rate is calculated by dividing the applicable interest rate as announced by the Company from time to time by three hundred and sixty-five (365) days.

11.4. For avoidance of doubt, if a User submits a withdrawal request, such amounts of Digital Assets requested to be withdrawn will not be entitled to interest from the point of such request being submitted, notwithstanding that the withdrawal process may not have been completed yet.

11.5. Interest shall accrue only on the Monday of each week. The Company shall credit the User Account with the interest earned on or around the Monday of each week. The User Account must be open on such date in order for the User to receive the applicable interest payment. All interest will be paid in-kind (in the same Digital Asset that is available in the User Account). To make such in-kind interest payments as accurately as possible, the Company rounds non-integer, rational numbers to the sub-cent, which is the smallest possible decimal available for the applicable Digital Asset.

12. TAXES

12.1. It is the User’s sole responsibility to determine whether, and to what extent, any Taxes apply to any transaction the User conducts by utilising the Service, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate authorities.

12.2. If the User or any other person (whether or not a party to, or on behalf of a party to, the Terms of Use) must, as required by the Applicable Laws, at any time deduct or withhold any Tax or other amount from any sum paid or payable by, or received or receivable from, the User under the Terms of Use, the User shall pay such additional amount as is necessary to ensure that the Company receives the sum on the due date and retains (free from any liability other than tax on its own overall net income) a net sum equal to what it would have received and so retained had no such deduction or withholding been required or made.

12.3. The User shall (a) pay and, (b) within three (3) Business Days of demand, indemnify the Company against any cost, loss or liability that the Company (in its absolute discretion) determines has been suffered (directly or indirectly) by the Company for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under the Terms of Use.

13. RISKS DISCLOSURE

By using the Service, the User expressly acknowledges and assumes the risks set out in this Clause 13. If any of these risks and uncertainties develop into actual events, the ability of the Company to provide the Service may be adversely or materially affected and/or the User may lose all or part of the value of the Digital Assets stored in the relevant User Account(s).

Such risks include but are not limited to the following:

  1. Risk of loss in value
  2. Bitcoins and other cryptocurrencies which may be part of the Digital Assets are not currencies issued by any central bank or national, supra-national or quasi-national organisation. The Digital Assets may also not be backed by any hard assets or other credit. The value of Digital Assets merely depends on the continued willingness of market participants to exchange government-issued currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear. No one is obliged to guarantee the liquidity or market price of any of the Digital Assets that may be deposited by Users in their User Account(s) to any extent at any time. The volatility and unpredictability of the price of Digital Assets relative to government-issued currency may result in significant loss over a short period of time.

  3. The Company and its Affiliates may experience system failures, unplanned interruptions in their network or services, hardware or software defects, security breaches or other causes that could adversely affect the Service
    1. The Company and its Affiliates are unable to anticipate or detect when there would be occurrences 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 service or errors, vulnerabilities or defects on the Website, the User’s Digital Assets stored in his User Account(s) on the Website or any technology on which the Company, its Affiliates, or the Website rely. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Company and its Affiliates may not be able to detect such issues in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.
    2. Although the Company and its Affiliates take steps against malicious attacks on their applications or infrastructure, which are critical for the maintenance of the Website and the provision of the Service, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of such security measures will be effective. The Company does not provide any assurances or make any representations whatsoever as to the usability, stability and security of the Website and the User’s Digital Assets stored in his User Account(s).
  4. The regulatory regime governing Digital Assets remains uncertain, and any changes, regulations or policies may materially adversely affect the Company’s provision of the Service or the value of the Digital Assets
    1. Regulation of the use, transfer and exchange of Digital Assets is currently undeveloped or underdeveloped and likely to rapidly evolve. Such regulation also varies significantly among jurisdictions, and is hence subject to significant uncertainty. Various legislative and executive bodies in countries around the world may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the provision of the Service by the Company. Failure by the Company and its Affiliates or the Users to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences against the User, including civil penalties and fines. The Company shall not be responsible to the User for such consequences.
    2. New or changing laws and regulations or interpretations of existing laws and regulations may materially and adversely impact the value of the Digital Assets, the liquidity of the Digital Assets, and the ability of Users to access the Website and Service.
    3. To the extent that the Company and its Affiliates may be required to obtain licences, permits and/or approvals (collectively, the “Regulatory Approvals”) in any jurisdiction to offer the Service, but are unable to obtain such Regulatory Approvals or if such Regulatory Approvals are not renewed or revoked for whatever reason by the relevant authorities, the Users in such jurisdiction will be unable to access the Service.
    4. Further, 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. Should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, provision of the Service may no longer be commercially viable in the relevant jurisdiction and the Company and its Affiliates may opt to discontinue offering the Service to Users in such jurisdiction.

Digital Assets and their related technology remain relatively new and dynamic. In addition to the risks highlighted herein, there are other risks associated with dealing in Digital Assets on the Website, including those that the Company cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed herein.

14. CONSENT TO COMPANY’S USE OF USER’S DIGITAL ASSETS

In consideration for the use of the Service, the User hereby grants the Company the right, subject to Applicable Laws, without further notice to the User, to hold the Digital Assets held in the relevant User Account in the Company’s name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Digital Assets, separately or together with other property, with all attendant rights of ownership, and for any period of time and without retaining in the Company’s possession and/or control a like amount of Digital Assets, and to use or invest such Digital Assets at its own risk. The User acknowledges that, with respect to Digital Assets used by the Company pursuant to this Clause, (a) the User may not be able to exercise certain rights of ownership and (b) the Company may receive compensation in connection with lending or otherwise using Digital Assets in its business to which the User will have no entitlement.

15. INDEMNITY

The User irrevocably undertakes to fully indemnify and hold harmless each of the Company, its shareholders, officers, directors, employees and agents and their respective successors, heirs and assigns (collectively, the “Indemnified Parties” and each an “Indemnified Party”) promptly upon demand at any time and from time to time, from and against any and all losses, claims, actions, proceedings, damages, demands, judgments, sums payable, liabilities, damages, costs, charges and expenses (including reasonable attorneys’ fees and disbursements), and/or expenses (collectively, “Losses”) to which any Indemnified Party may become subject, insofar as such Losses arise out of, or in any way relate to, or result from:

  1. the information provided by the User;
  2. the breach of any of the User’s obligations, undertakings, representations and warranties, the provisions of the Terms of Use, or the provisions of any agreements entered into by the User or its Affiliates in relation to the Service; or
  3. any breach or non-compliance of the User with any Applicable Laws, along with any regulations or notices.

16. EXCLUSION OF LIABILITY

The Company (to the fullest extent permitted by law) shall not in any circumstances be liable for any loss or damage including any direct, indirect, special, consequential, punitive, incidental loss or damage (whether arising in tort, contract or otherwise) incurred by the User, its shareholders, officers, directors, employees and agents, arising out of or in relation to or in connection with the Terms of Use including but not limited to:

  1. the provision of the Service by the Company to the User, including any investment losses incurred by the User pursuant to its use of the Service;
  2. the use or accuracy of the Website;
  3. any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
  4. lost or damaged data;
  5. damage to or interruption of any local area networks;
  6. the introduction of viruses, worms or other destructive programs or any other commercial or economic losses;
  7. any decision made or action taken by any party in reliance on the Service (or its results or the Website contents);
  8. any delay, failure interruption or corruption of any data or other information transmitted in connection with use of the Service; and
  9. any inaccuracies, errors or omissions in connection with the Service and any Website content.

17. HARD FORKS

17.1. Any blockchain may undergo software updates from time to time, which will result in a permanent divergence in the blockchain (a “Hard Fork”). The result is that such blockchain will split into two separate and distinct blockchains, and any Digital Asset on that original blockchain may entitle its holders to a new type of Digital Asset (the “New Currency”). Due to the administrative complexity of being the repository for a hard-forked Digital Asset, the support of any New Currency in a User Account is solely at the discretion of the Company. Unless otherwise announced in writing by the Company, the Company will not support any New Currencies (“Unsupported Currencies”), in which case all User Accounts will be denominated in the legacy Digital Asset and all interest will accrue in the legacy Digital Asset. The User agrees that the Company assumes no responsibility whatsoever in respect to that Unsupported Currencies and the User will not be able to recover the Unsupported Currencies from the Company.

17.2. In the event that a Hard Fork achieves the required consensus, the Company may at its discretion support the New Currency and discontinue its support of the legacy Digital Asset. In such event, the User is advised to withdraw the applicable Digital Assets from his User Account(s) prior to the date of the Hard Fork. The Company is not obligated in any way to monitor or maintain balances of New Currency issued to holders of the applicable Digital Assets upon a Hard Fork, or to credit Users for the value of such New Currency. In the event a User wishes to receive New Currency issued upon a Hard Fork, the User is advised to withdraw the applicable Digital Assets from his User Account(s) prior to the date of the Hard Fork. All determinations regarding Hard Forks shall be made by the Company in its sole and absolute discretion and in accordance with Applicable Laws.

18. LINKS

The Website may contain links to web sites controlled or offered by third-parties (i.e. parties not Affiliates to the Company). The Company and its Affiliates hereby disclaim liability for, any information, materials, products or services uploaded, posted or offered at any of the third-party web sites linked to the Website. By creating a link to a third-party web site, the Company and its Affiliates do not endorse or recommend any products or services offered or information contained at those web sites, nor shall the Company and its Affiliates be liable for any failure of products or services offered or advertised at those web sites. Such third-party may have a privacy policy different from that of the Company or its Affiliates, and the third-party web site may provide less security than the Website.

19. NO ADVICE

The Company and its Affiliates do not provide any advice on investing in Digital Assets, securities, funds, partnership interests or other investments or funding or purchasing loans. No information on the Website should be considered to be business, legal, financial or tax advice regarding the use of the Service. The User should consult his own legal, financial, tax or other professional advisors before using the Service.

20. REPRESENTATIONS AND WARRANTIES

20.1. The User makes the following representations and warranties to the Company:

20.1.1. the person completing the application to register the User for a User Account is duly authorised by the User to do all things in connection to the use of the Website;

20.1.2. any factual information provided by the User for the purposes of the accessing and using the Service or otherwise is true, complete, accurate, not misleading in any material respect, and does not omit any material fact, the omission of which would make any fact or statement therein misleading as at the date it was provided or deemed to have been provided or as at the date (if any) at which it is stated;

20.1.3. the User is at least eighteen (18) years old (or has otherwise attained the age of majority in the User’s jurisdiction), has full capacity to enter into such contracts (including entering into the transactions on the Website), and the Terms of Use is valid and enforceable against the User;

20.1.4. the User understands the risks associated with using the Website and Service and is not prohibited by Applicable Laws from using the Service;

20.1.5. that any instructions received or undertaken through the User’s login credentials or from the User’s authorised e-mail address on file with the Company are deemed to be valid, binding, and conclusive, and that the Company may act upon those instructions without any liability or responsibility attaching to it;

20.1.6. the User will not use the Website or Service in order to conceal or disguise the origin or nature of proceeds that are illegal or may result in or further any breach of Applicable Laws, including AML Laws or CTF Laws, or to deal in any unlawful cryptocurrencies, property, funds, or proceeds;

20.1.7. the User will not access the Service using anything other than Digital Assets or other property that has been legally obtained by the User and belongs to the User;

20.1.8. that the User is, at its own cost and expense, currently in compliance with all Applicable Laws that relate to or affect the Service conducted under the Terms of Use, including but not limited to AML Laws, CTF Laws, Anti-Bribery Laws, Sanctions Laws, or Tax laws;

20.1.9. that the User consents to any and all Tax and information reporting under AML Laws, CTF Laws, Anti-Bribery Laws, Sanctions Laws, or Tax laws, as the Company may reasonably determine;

20.1.10. that neither the User nor any of the User’s Affiliates has directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including any cryptocurrencies, to a government official or individual employed by another entity in the private sector in violation of any applicable Anti-Bribery Laws;

20.1.11. neither the User, or, in the event that the User is a company, any of its Affiliates, or to its knowledge, joint ventures or any director, officer, agent, employee or any other person acting on any of its behalf,

  1. is currently:
    1. subject to any Sanctions or listed on or owned or controlled by a person listed on, or acting on behalf of a person listed on any Sanctions List;
    2. located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by or acting on behalf of a person located in or organised under the laws of a country or territory that is the target of country wide or territory wide Sanctions; or
    3. otherwise a target of Sanctions (where a “target of Sanctions” signifies a person with whom a US person or other citizen or national of a sanctions authority would be prohibited or restricted by law from engaging in trade, business or other activities); has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to sanctions by any Sanctions Authority; or is acting directly or indirectly on behalf of any person listed on any Sanctions List, and none of it or, in the event that the User is a company, any of its Affiliates will directly or indirectly use any monies received by the User or any part thereof, or lend contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other persons or entity for the purpose of financing the activities of any person currently the subject of any Sanctions;

20.1.12. the User will fairly and promptly report all income associated with the User’s activity on the Website in relation to the Service pursuant to Applicable Laws and pay any Tax due thereon;

20.1.13. the User has:

  1. complied in all material respects with all Tax laws in all jurisdictions in which it is subject to Tax and has filed all Tax returns and paid all Tax and other statutory payments due and payable by it and, to the extent any Tax is not due, has established reserves that are adequate for the payment of such Tax and such payments;
  2. no criminal proceedings instituted against the User; and
  3. complied with all Applicable Laws including applicable AML Laws, CTF Laws, Anti-Bribery Laws, Sanctions Laws, employment laws, rules authorisations issued by the government or governmental authorities where its business are being operated and the personnel of the User are located and has taken all required permissions for the operation of its business.

20.1.14. in the event that the User is a company, it is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation, with full power and authority to own its assets and properties, and to conduct its business, either directly or through its subsidiaries or associates, as currently conducted;

20.1.15. it has obtained all necessary corporate approvals (if required) and other actions to authorise the execution, delivery and performance of the Terms of Use and all such other documents and instruments as are specified or referred to in the Terms of Use (if any); and

20.1.16. its acceptance of the Terms of Use, its performance of its obligations and all transactions contemplated hereunder shall not:

  1. result in a breach of its constitutional documents or equivalent constitutional documents (if applicable);
  2. result in an infringement, or constitute a default under, any directive, instrument, contract, document or agreement to which it is a party or by which it is bound; and
  3. result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body.

(collectively, the “User’s Reps and Warranties”)

20.2. Each of the User’s Reps and Warranties shall survive and continue to have full force and effect after the execution of the Terms of Use, and the User warrants to the Company that the User’s Reps and Warranties shall be true and correct and fully observed at all times with reference to the facts and circumstances existing at all such times.

20.3. The Company makes no representations, warranties, or guarantees to the User of any kind. The Website and the Service 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.

21. CONFIDENTIALITY

21.1. Subject to the Privacy Policy, the User hereby expressly and irrevocably permits and authorises the Company and its employees and/or any other persons authorised by the Company to disclose all information provided by the User to the Company under the Terms of Use for any purposes as deemed fit by the Company under the Terms of Use (the “Permitted Purpose”), save for those information which the User expressly instructs in writing to be treated as confidential and has been clearly marked by the User as “confidential”.

21.2. The confidentiality obligation under Clause 21.1 shall not apply to:

21.2.1. any information which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of the Company or any of their respective Representatives;

21.2.2. any information which is required to be disclosed pursuant to any Applicable Laws or any requirement of any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council);

21.2.3. any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal; and

21.2.4. any information disclosed by the Company to their respective bankers, financial advisers, consultants and legal or other advisers for the purpose of the Terms of Use.

21.3. The User hereby acknowledges and agrees that the information (including personal data) of third-parties (the “Third-Party Data”) may be disclosed by the User to the Company from time to time for the Permitted Purpose. Accordingly, the User agrees and undertakes to the Company that all necessary consents from the relevant individuals to whom such information/ personal data relates either have been obtained, or at the time of disclosure will have been obtained, for the disclosure of their information/personal data to the Company, for the Company's collection, use and/or disclosure for the Permitted Purpose and that such consents have not been withdrawn.

21.4. The obligations contained in this Clause 21 shall endure, even after the release of any Parties or termination of the Terms of Use in accordance with and as permitted by the provisions of the Terms of Use, without limit in point of time except and until any confidential information enters the public domain.

22. LIMITED LICENSE

The User is granted a limited, non-transferable license, subject to the Terms of Use, to use the Website and related content, materials and information (collectively, the “Content”) solely for approved purposes as permitted by the Company from time to time. Any other use of the Website, Service or Content is expressly prohibited and all other right, title and interest in the Website or Service is exclusively the property of the Company. The User agrees that it will not copy, transmit, distribute, sell license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. The name “Hodlnaut” and all logos, trade name, work marks, or design related to the Service or displayed on the Website are either trade marks or registered marks of the Company or its Affiliate(s). The User shall not copy, imitate or use such logos or marks without the prior written consent of the Company.

23. FURTHER ASSURANCE

Each Party agrees from time to time to perform any further acts and execute and deliver any further documents and instruments and do or refrain from doing all such further acts and things as may from time to time reasonably be requested by the other Parties to carry out effectively or better evidence or perfect the true spirit, intent, meaning and purpose of the Terms of Use.

24. NO PARTNERSHIP OR AGENCY

Nothing in the Terms of Use is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties or constitute any Party the agent of another Party.

25. NOTICES

25.1. Any notice or other communication in connection with the Terms of Use (each, a “Notice”) shall be: (a) in writing; and (b) delivered by hand, electronic mail or registered post. All Notices shall be delivered to the Party’s address, and each Party may designate by notice in writing to the other a new address to which Notices shall be given.

25.2. A Notice shall be effective upon receipt and shall be deemed to have been received: if delivered by hand or registered post, at the time of delivery; or if delivered by e-mail, at the time that it is received in recipient’s inbox.

26. SEVERABILITY

The illegality, invalidity or unenforceability of any provision of the Terms of Use under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

27. INVALIDITY

27.1. If any provision in the Terms of Use shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

27.2. To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 27.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of the Terms of Use and the legality, validity and enforceability of the remainder of the Terms of Use shall, subject to any deletion or modification made under Clause 27.1, not be affected.

28. REASONABLENESS

Each of the Parties confirms that it has had the opportunity to seek independent legal advice relating to all the matters provided for in the Terms of Use and agrees that (a) there shall be no presumption that any ambiguity in the Terms of Use should be construed in favour of or against any Party solely as a result of such Party’s actual or alleged role in the drafting of the Terms of Use, and (b) the provisions of the Terms of Use and all documents entered into pursuant to the Terms of Use are fair and reasonable.

29. ENTIRE AGREEMENT

The Terms of Use constitute the whole agreement between the Parties relating to its subject matter and (save as otherwise provided) supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, assurances and arrangements of any nature, whether in writing or oral, relating to such subject matter.

30. FORCE MAJEURE

The Company shall not be liable for any failure, delay or variation in the performance of its obligations under the Terms of Use if such failure, delay or variation is caused by any Force Majeure Event.

31. NO ASSIGNMENT

The User may not assign, delegate, sub-contract or otherwise transfer all or part of his rights or obligations under the Terms of Use. The Company may assign, delegate, sub-contract or otherwise transfer all or part of its rights and/or obligations under the Terms of Use without notifying the User or obtaining the User’s consent.

32. VARIATIONS

32.1. The Company reserves the right at any time in its absolute discretion to make any Variation to any provisions of the Terms of Use, without prior notice, and the User shall be bound by such Variations from such date that such Variation is directed by the Company to take effect.

32.2. Unless expressly agreed, no Variation shall constitute a general waiver of any provisions of the Terms of Use, nor shall it affect any rights, obligations or liabilities under or pursuant to the Terms of Use which have already accrued up to the date of Variation, and the rights and obligations of the parties hereto under or pursuant to the Terms of Use shall remain in full force and effect, except and only to the extent that they are so varied.

33. REMEDIES AND WAIVER

No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under the Terms of Use will operate as a release or waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in the Terms of Use are cumulative and not exclusive of any rights or remedies provided by law.

34. NO RIGHTS OF THIRD-PARTIES

A person who is not a Party has no rights under the Contracts (Rights of Third-parties) Act (Cap. 53B) of Singapore to enforce any term of the Terms of Use.

35. GOVERNING LAW AND JURISDICTION

The Terms of Use is governed by and construed in accordance with the laws of the Republic of Singapore. The User irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Republic of Singapore.