VTVL - USER TERMS AND CONDITIONS
These VTVL - User Terms and Conditions (these "Terms"), effective upon the effective date of its publication on the website at https://www.vtvl.io/ (“Website”), sets out the terms and conditions of your use of the Platform and Services (each as defined below), operated and/or provided by Andromeda Tech Pte. Ltd., a company incorporated under the laws of Singapore ("the Provider", "we" or “us”). “You” refers to you, as a user of the Website, Platform and/or the Services. The Terms will govern your use of the Platform and Services (as described below), and you should therefore take time to read these Terms carefully.
The purpose of VTVL is to operate a non-custodial platform which provides ancillary back-end support services for projects (each, a “Project”) to allow them to easily track their token and equity capitalisation table, generate their native token, create and self-manage vesting smart contracts for said tokens, and a variety of value-added services (the “Services”) via a single dashboard (the “Platform”). The Platform provides logistics support on major public blockchains (such as Ethereum, Polygon and Binance) and may onboard other public blockchain networks from time to time (“Supported Blockchains”). The updated list of Supported Blockchains can be accessed on the Website.
The Provider functions solely as a non-custodial back-end technology platform, and the Services solely comprise provision of tools and custom smart contracts allowing third party Projects to track and self-manage their token and equity capitalisation table, and the Provider is not a party to a user's participation in any Project. Projects are wholly responsible for their actions in engaging with purchasers of tokens or equity, including without limitation accepting subscriptions, publishing marketing/publicity material, and communications and representations made to any party. The relationship and dealings between a user and the relevant Project shall be governed by the relevant legal agreement or contract entered into directly between the parties, and the Provider is not a party to the direct contractual relationship between a user and a Project; accordingly the Provider does not assume any responsibilities or liabilities whatsoever in this regard. The Provider shall in no circumstances be construed as a seller, broker, introducer, promoter, nor shall it be deemed to be providing an exchange service for any digital tokens or any Project.
1.1. We may amend or modify these Terms by posting such amended or modified Terms on the Platform or by notifying you about the changes via email. By continuing to access or use the Platform/ Services once the amended Terms are effective, you agree to be bound by its terms.
1.2. We reserve the right to (a) modify or discontinue any portion of the Website, Platform or Services, and (b) suspend or terminate your access to the Website, Platform or Services , at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Website, Platform or Services, or suspension or termination of your access to the Website, Platform or Services, except to the extent otherwise expressly set forth herein.
2. USER ACCOUNT AND SUB-ACCOUNTS
2.1. You must have an account, user ID and password to access and/or use certain features or functionalities on the Platform or to otherwise access the Services. You represent and warrant that: (i) all information submitted by you to the Provider for the purposes of creating an account and in the course of your use of the Platform and/or the Services is truthful and accurate; (ii) you will ensure that such information is kept up-to-date and accurate at all times; and (iii) your use of the Platform and/or the Services does not violate any applicable laws or legal requirements or these Terms.
2.2. You may create an account by:
- providing a valid email address; and
- linking your digital wallet(s) on supported bridge extensions or digital wallet services (such as MetaMask) which allows you to purchase, store, and engage in transactions relating to digital assets (“Supported Wallets”). The updated list of Supported Wallets can be accessed at the FAQ section of https://www.vtvl.io/.
You may also register and log into the Platform using credentials from a supported External Service (as defined in Clause 9).
2.3. Under an account, you are permitted to create sub-accounts for your employees, agents, officers or directors (“Authorised Representatives”) to access and use the Platform / Services on your behalf. In doing so, you acknowledge and agree that any and all sub-accounts created under your account is created for you as a principal to such Authorised Representatives and on your behalf and that accordingly, we are entitled to assume that any actions taken or instructions issued under such a sub-account are duly authorised, and to deem any such actions or instructions as yours, or taken under your direction or instruction and conclusive against and binding on you. We are not obliged to enquire into the specific identity or identities of such Authorised Representatives or their relationship with you. You shall ensure that your Authorised Representatives comply fully with these Terms and you shall remain fully liable and responsible for all actions and omissions of your Authorised Representatives with respect to the Services or these Terms, including any breach of these Terms.
2.4. You may grant to the Authorised Representatives: (a) full administrative rights (to approve or initiate any and all instructions / transactions); (b) partial administrative rights as a checker (to approve but not initiate any instructions / transactions); or (c) partial administrative rights as a maker (to initiate but not approve any instructions / transactions). You are responsible for granting appropriate administrative rights to the relevant sub-accounts and shall be responsible for revoking and deleting any unused, outdated or invalid sub-accounts.
2.5. We may at any time in its absolute discretion forthwith invalidate your account, any sub-account and/or password without assigning any reason therefor without prior notice and shall not be liable or responsible for any loss or damage suffered by or caused to you or arising out of or in connection with or by reason of such invalidation.
2.6. You are responsible for the security of your account and sub-accounts, and are fully responsible for all activities that occur through the use of your credentials. You are to notify the Provider immediately if you have knowledge that or have reason for suspecting that your password has been compromised or if there has been any unauthorised use of your account and/or password or if any information in relation to your account requires updating.
2.7. We shall not be responsible or liable for any losses or damage incurred or suffered by you or any person by reason of or arising from or as a consequence of using your account and/or password.
2.8. Any use of or access to the Platform and/or the Services and any information, data, instructions or communications referable to your account (whether such access, use or communication is authorised by you or not) shall be deemed to be: (i) use or access of the Platform and/or the Services by you; and/or (ii) information, data, instructions or communications transmitted and validly issued by you. You shall be bound by any access, use, instructions and/or communications carried out or transmitted through the Platform which are referable to your account and you agree that the Provider shall be entitled (but not obliged) to act upon, rely on and/or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you.
3. KYC/AML COMPLIANCE
3.1. All users and Projects are required to comply with all "Know Your Customer" ("KYC") and "Anti Money Laundering" ("AML") laws and regulations in all applicable jurisdictions, and provide all documentation/information as requested by the Provider. This may include, without limitation verification of user identity with multi-factor authentication, layered security, obtaining proof of address (utility bill or bank statement), screening identifying information against trusted third-party source such as international databases, analysing whether there is logical inconsistency between identifying information provided.
3.2. The Provider reserves the right, at its sole discretion, to reject any user or Project from utilising the Platform in the event that it deems any such Project's AML or KYC policies to be deficient or detrimental to the interests of any parties involved in any manner whatsoever.
3.3. By using the Services and accessing the Platform, you represent and warrant that your use of the Services complies with all KYC and AML laws of all applicable jurisdictions.
4.1. We hereby grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferable and non-assignable license, subject to the terms herein, to access and use the Platform solely for the purpose of connecting with Projects and/or users on the Platform. Any other use of the Platform is expressly prohibited. You agree to use the license subject to the charges and fees as detailed further in this document.
4.2. All other rights in the Platform are reserved by us. We reserve all rights in the Platform and you agree that these Terms does not grant you any other rights in or licenses to the Platform. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the Platform or any derivative works thereof, in whole or in part for commercial or non-commercial purposes.
4.3. If you violate any portion of these Terms, your licence to access and use the Services may be terminated pursuant to these Terms without requirement of a notice. In addition, we reserve the right to enforce all remedies available at law and in equity for any such violation.
5. USE OF SERVICES; RELATIONSHIP
5.1. You acknowledge and agree that the Platform merely provides back-end self-management Services for Projects, allowing them to launch and manage their own Projects via the dashboard on the Platform. The Provider does not actively introduce Projects to any particular buyer of tokens or equity.
5.2. The Platform is non-custodial in nature and the Provider does not act as a fiduciary or custodian in relation to any Project tokens or equity, or sale proceeds in connection to the same, and any claim relating to the sale of such Project tokens or equity is solely against the relevant promoter of the Project which bears sole responsibility for such actions.
5.3. The Platform allows for vesting parameters / token details to be submitted by the users either manually or by way of uploading a CSV file in the prescribed format. ONCE THE VESTING PARAMETERS ARE SELECTED AND SMART CONTRACTS LAUNCHED, DUE TO THE IMMUTABLE NATURE OF SMART CONTRACTS THEY ARE PERMANENT AND MAY NOT BE FURTHER AMENDED. THE USER IS SOLELY RESPONSIBLE FOR ENSURING THAT THE CORRECT VESTING PARAMETERS HAVE BEEN SUBMITTED AND CONFIRMED ON THE PLATFORM.
5.4. Users are be required to pay charges, fees or commission of any nature at such rate as set forth in the fee schedule set out in https://www.vtvl.io/ (“Fee Schedule”).
5.5. The Fee Schedule may be amended and updated from time to time by the Provider, PROVIDED ALWAYS that no less than 30 days’ prior notice shall be provided to the users in the event of any new or increase in fees.
5.6. The Platform works with a variety of payment service providers, and the Provider cannot be responsible for their actions, omissions or performance.
5.7. Projects and users are each separately responsible for paying any additional value added taxes, income taxes or other taxes or fees associated with their activities on the Platform. In particular, the grant of tokens to Project employees / contractors / advisors may be subject to tax in the relevant jurisdictions. Projects and users are advised to seek independent tax advice.
5.8. Further, interacting with smart contracts launched via the Services may require interaction with the relevant blockchain network, and such transaction will require virtual "gas" fees to be paid to third-party miners/validators on such relevant blockchain network as consideration for their services in confirming such blockchain transactions. All such fees and costs shall be borne by you.
5.9. The content provided on the Platform may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide users with as complete and accurate information as possible, information may be changed or updated from time to time without notice. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility and we shall have no liability for such decisions.
5.10. From time to time, the Platform may contain references or links to third-party materials (including, without limitation, websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Platform, including without limitation content, property, goods or services available on the linked sites or services.
5.11. In connection with your use of the Services, and your interactions with other users, and third parties you agree and represent you will not engage in any illegal, unauthorized, or improper activity. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
5.12. The Provider may, at its sole discretion and without any prior notification suspend, restrict, or terminate your access to any or all of the Services and/or Platform if:
we are so required by an enforceable subpoena, court order, or binding order of the court or government authority; or
we reasonably suspect you of using the Services or the Platform in connection with illegal, unauthorized, or improper activity; or
we are required to do so in order to comply with KYC/AML laws and regulations; or
you violate any of these Terms.
5.13. The Provider shall not be responsible for any content or other services provided by Project, or for any payments between any Project and its purchasers of tokens or equity. Such obligations shall be the exclusive liability of the relevant user and/or Project under their direct contractual relationship.
5.14. All information provided on the Platform is for informational purposes only and should not be construed as legal, tax or financial advice. In particular, reports or summaries generated on the Platform's dashboard is provided to users for informational purposes only, and users should refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of the Provider. You acknowledge, agree, and understand that you are solely responsible for assessing whether to launch a Project via token or equity sales. Before you decide to make any financial, legal, or other decisions relating to any Project, you shall conduct all appropriate due diligence and seek all appropriate legal, tax or financial advice from independent professionals in connection with the same. You acknowledge and agree that the Provider does not, in any way, supervise, direct, control, or evaluate your Project and accordingly cannot be responsible for any action taken in connection with such Project.
5.15. The Provider assumes no liability or obligations under or related to any acts or omissions by any Project or third party purchaser of tokens or equity of such Project.
5.16. You agree to immediately notify the Provider if you become subject to any legal or regulatory investigation or action, or if you become aware of any third-party claim regarding the Platform or your Project.
5.17. You understand, acknowledge and agree that: (a) the Provider is solely a self-service technology platform; (b) the Provider shall in no circumstances be construed as a seller, broker, introducer, promoter, nor shall it be deemed to be providing an exchange service for any digital tokens or any Project; (c) the Provider does not provide any company secretary, registered agent, share registry, transfer agent or similar services (howsoever named), and does not maintain any formal register of members or other securities register as may be required for compliance in the jurisdiction in which the Project is incorporated or operates; accordingly the Project will be relying on other service providers for these services; (d) the Provider does not accept any delegations or responsibilities under the regulations or laws of the jurisdiction in which the Project is incorporated or operates; (e) the Provider does not participate in the contractual negotiations, preparation, execution or perfection relating to sale of any Project tokens or equity and Project promoters will rely on reputable professional service providers to undertake such work; (f) the Provider does not provide any tax advice or tax calculations (whether in relation to withholding or income taxes) and Project promoters will rely on reputable professional service providers to undertake such work; and (g) the Provider shall not be required to process payments (whether in digital tokens or fiat currency) on behalf of any user or Project with respect to any tokens or equity purchase transactions between Projects and their subscribers.
5.18. You understand, acknowledge and agree that the Provider assumes no obligations to help any Project or purchaser of tokens or equity of such Project enforce any claims it might have towards their contractual counterparty, which may arise from their direct contractual engagements.
5.19. Under the direct arrangement between Projects and purchasers of tokens or equity, Projects are required to use its best efforts to perform the following:
provide regular updates regarding process of the Projects, and timeline for delivery of associated products or services;
work diligently and in good faith to deliver promised products and services;
use all Project funds appropriately and complete the project as promised; and
provide true and accurate information to all users, without any misrepresentations regarding any relevant matter.
The Project promoters are solely responsible for fulfilling promises of goods or services in relation to Projects launched. Where Projects are unable to satisfy the terms of their direct arrangement with purchasers of tokens or equity, or users, they may be subject to legal action from such parties.
6. USER REPRESENTATIONS AND WARRANTIES
6.1. By utilising the Platform, you shall represent and warrant to the Provider as follows:
- you have read carefully and agree in full to the contents of these Terms;
- for individual users, you are at least 21 years old, or otherwise of sufficient legal age and capacity in their jurisdiction to contract;
- these Terms comprise legal, valid and binding obligations on you, enforceable against you by the Provider in accordance with the terms hereof;
- these Terms and the consummation of the transactions hereinunder will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of it under: (i) any contract or agreement to which you are a party or by which you are bound; (ii) any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over you; or (iii) any applicable law, statute, ordinance, regulation or rule; or (iv) (if you are a legal entity) any provision of your constating documents, by-laws or resolutions;
- you are not a citizen, resident (tax or otherwise), permit holder or green card holder of the United States, China, Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime, nor are you under the control of any national or resident of these countries;
- you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
- you understand and agree that any cryptographic tokens, blockchain technology or Projects relating to distributed ledger technology related projects are new and relatively untested and outside of the control of the Provider. There are various risks involved, for example cyber security risks, unfavourable regulatory action, or unclear legal/tax status of cryptographic tokens and Projects;
- neither the Provider or the Platform holds in custody, store, send, or receive any of a Project's digital assets. This is because digital assets exist only by virtue of the ownership record maintained on the relevant blockchain network. Any transfer of digital assets occurs in a peer-to-peer manner within the relevant blockchain network, and not on the Platform.
- All smart contracts may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing users or Projects to suffer losses in connection with any tokens generated or distributed. Interaction with the Platform and/or these smart contracts are entirely at your own responsibility and liability, and the Provider is not a party to the smart contracts. The Provider cannot be responsibility for any security vulnerabilities, errors, failures, bugs or economic loopholes in respect of any smart contracts.
- You understand and agree that we do not represent or warrant that the Services or the Platform is free of security vulnerabilities or secure from a hacker or other malicious attack, which may result in the loss of the user's confidential information or any other data;
- you agree and acknowledge that the Provider is not liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the usage of Platform and/or the Services, whether from purchasers of Project tokens or equity, or otherwise;
- you shall not (and shall not permit or authorise any other person to):
- use the Platform in any manner that is not expressly authorised by these Terms;
- use the Platform (i) for any illegal, unauthorised or otherwise improper purposes or (ii) in any manner which would violate these Terms or breach any laws, regulations, rules or orders (including those relating to sale of securities, virtual assets, data - privacy, data transfer, international communications or the export of technical or personal data) or violate the rights of third parties (including intellectual property rights and rights of privacy or publicity); c) remove any legal, copyright, trademark or other proprietary rights notices contained in the Platform or on any materials received or is given access to in connection with these Terms or the Services;
- advertise or provide products or services competitive with the Platform or access the Platform for competitive analysis or disseminate performance information relating to the Platform;
- sell, lease, share, transfer or sublicense the Platform or the Services, directly or indirectly, to any third party;
- use the Platform in a manner that, as determined by the Provider in its sole discretion, constitutes excessive or abusive usage;
- interfere with, disrupt, degrade, impair, overburden or compromise the integrity of the Platform or any underlying software, any of the Provider's systems or any of the Provider's networks relating to the Platform (including by probing, scanning or testing their vulnerability);
- disobey any requirements, procedures, policies or regulations of networks in respect of the Platform as notified by the Provider to you;
- attempt to gain unauthorised access to the Platform or the Provider's other products and/or services, any of the Provider's systems or any information not permitted by these Terms;
- use the Platform to transmit any (i) content that is illegal, tortious, defamatory, vulgar, obscene, racist, ethnically insensitive, or invasive of another person’s privacy, (ii) content that promotes illegal or harmful activity, or gambling or adult content, (iii) viruses, worms, defects, Trojan horses, or any other malicious programs or code or items of a destructive nature or (iv) materials that could harm minors in any way;
- copy, adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify or create derivative works of the Platform or any underlying software, any of the Provider's systems or other products or services;
- make any representations, warranties or commitments regarding the Platform on behalf of the Provider; or
- take any action that would subject the Platform to any third-party terms, including without limitation any open source software licence terms.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. The Platform and any Services, including their design elements or concepts and any and all underlying software and intellectual property, including, but not limited to any registered trademarks, are the property of the Provider, and are protected by copyright, patent, trade secret and other intellectual property laws.
7.2. The Provider retains any and all rights, title and interest in and to Platform and Services (including, without limitation, all intellectual property rights), including all copies, modifications, extensions and derivative works thereof. Your right to use the Platform and Services is limited to the rights expressly granted in these Terms. No licences to use any of trademarks or any other the Provider brands are to be inferred or assumed pursuant to the use of any Services. All rights not expressly granted to you are reserved and retained by the Provider.
7.3. You expressly agree not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the intellectual property of the Provider without the express prior written consent of the Provider.
7.4. You agree and grant the Provider a worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable right and license to use, reproduce, communicate, distribute, copy, modify, delete in its entirety, edit, adapt, publish, translate, publicly display, publicly perform, use, create derivative works from and/or sell and/or distribute any source code, designs, creative ideas, suggestions, proposal, plans, data or any other material or content submitted to the Platform, or incorporate such content into any form, medium or technology without compensation or further reference to you. You are solely responsible for all such content and you agree that these will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. This license will survive the termination of these Terms.
8. EXTERNAL SERVICES
The Platform may contain links to or the ability to share information with third party websites and services (“External Services”), including through features that allow you to link your account on the Platform with an account on an External Service, such as Facebook and Google. The Provider does not endorse any External Services or the content made available on such External Services. All External Services and any content thereon is developed and provided by others. You should contact the site administrator or webmaster for those External Services if you have any concerns regarding such content located on such External Services. The Platform is not responsible for the content of any External Services and does not make any representations regarding the content or accuracy of any materials on such External Services. You should take precautions when downloading files from all websites to protect your computer and mobile devices from viruses and other destructive programs. If you decide to access any External Services, purchase any content from External Services or subscribe to services offered by such External Service, then you do so at your own risk. You agree that the Provider will have no liability to you arising from your use, engagement, exposure to or interaction with any External Services.
9. NO WARRANTY, LIMITATION OF LIABILITY
9.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE PROVIDER DOES NOT WARRANT THAT THE PLATFORM OR ANY OF THE SERVICES AVAILABLE THROUGH IT WILL BE UNINTERRUPTED OR FREE FROM ERRORS. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN MATERIALS OR SERVICES AVAILABLE THROUGH THE WEBSITE OR THAT THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. WE MAKE NO REPRESENTATION OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR NON-INFRINGEMENT OF ANY CONTENT ON THE WEBSITE OR SERVICES AVAILABLE THROUGH IT.
9.2. IN NO EVENT SHALL THE PROVIDER, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY THE “PROVIDER INDEMNIFIED PARTIES”), BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSSES OF ANY KIND, IN TORT, CONTRACT OR OTHERWISE (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH ANY ACCEPTANCE OF OR RELIANCE ON THESE TERMS OR THE WEBSITE, OR WITH THE USE OF THE PLATFORM AND/OR THE SERVICES, OR ANY ACTION TAKEN IN THE BEST INTEREST OF THE PLATFORM (AT THE SOLE DISCRETION OF THE PROVIDER).
9.3. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE PROVIDER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PROVIDER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE. THE PROVIDER ALSO SPECIFICALLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN ANY FORM WHATSOEVER TO ANY ENTITY OR PERSON, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN RELATION TO THE TRUTH, ACCURACY AND COMPLETENESS OF ANY OF THE INFORMATION SET OUT IN THESE TERMS OR THE WEBSITE.
9.4. The Provider shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer malware, spyware, or scareware that may affect your computer or other equipment, or any phishing, spoofing or other attack.
9.5. Electronic transmissions of data including the internet are public media and any use of such media is public not private. Information related to or arising from such use is either public or the property of those collecting the information and not personal or private information. The Provider does not warrant and cannot ensure the security or confidentiality of any information you transmit to the Platform. Accordingly, any information you transmit to the Platform is transmitted at your own risk.
9.6. In the event of a dispute between any Project and purchasers of Project tokens or equity, you shall, to the fullest extent permitted by law, release the Provider Indemnified Parties from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
9.7. Each user and Project promoter acknowledges and agrees that the total aggregate liability of the Provider Indemnified Parties (whether arising under contract, negligence, tort, breach of statutory duty or otherwise) to any user or Project shall not exceed an amount equal to US$150.
9.8. Nothing in these Terms is intended to affect your rights under law. Each user and Project acknowledges and agrees that these Terms allocate the risks between you and the Provider, and the Provider only agrees to provide the Services in reliance upon this allocation of risk and the exclusion of damages as set forth in these Terms.
10.1. By using the Platform, you agree, to the fullest extent permitted by law, to indemnify and hold the Provider Indemnified Parties harmless with respect to any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to:
the use of the Platform / Services by you or your Authorised Representative, save and except caused by the Provider’s own gross negligence or wilful misconduct;
any breach by you or your Authorised Representatives of these Terms;
the violation of any rights (including intellectual property rights) of any third party by you or your Authorised Representatives;
non-compliance with applicable laws or regulations in the jurisdiction in which by you or your Authorised Representatives are accessing the Platform or the Services; or
any action taken by the Provider or any Provider Indemnified Party as part of its investigation of a suspected violation of these Terms or as a result of its finding or decision that a violation of these Terms has occurred.
10.2. In particular, each user or Project shall indemnify and hold the Provider Indemnified Parties harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to:
any harmful or malicious hidden code which disrupts, disables, damages, corrupts, harms, or otherwise impedes the Platform or the Project, viruses, worms, traps, back doors, access codes or trap door devices;
technical flaws, disturbances, economic exploits or issues in or with respect, or attacks on the Project, including without limitation any double spend attack, denial of service attack, transaction malleability attack, timejacking attack, delay routing attack, Sybil attack, eclipse attack, refund attack, balance attack, punitive and feather forking attack, or blockchain rollback;
any fraudulent false or materially misleading information provided to the Provider, or any omission of material information;
any civil or criminal inquiry or investigation by any governmental authority into the user or the Project, or any products, services or digital token in connection therewith, or the promoters of said Project; or
any other incident, occurrence, fact or event that has (either individually or in the aggregate), or which the Provider (in its sole discretion) believes may have an adverse effect on the Project, or any products, services or digital token in connection therewith, or the promoters of said Project.
11.1. If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.
11.2. All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, Sections pertaining to suspension or termination, debts owed to the Provider, general use of the Platform, disputes with the Provider, and general provisions, shall survive the termination or expiration of these Terms.
11.3. The language in all parts of these Terms shall in all cases be construed as a whole, according to its fair meaning, and not strictly against the Provider. The parties agree, to the fullest extent permitted by applicable law, to waive any applicable rule requiring the construction of these Terms or any provision hereof against the Provider as the party drafting these Terms. Section headings in these Terms are for convenience only and are not to be construed as a part of these Terms or in any way limiting or amplifying the provisions hereof.
11.4. These Terms constitute the entire agreement between the parties with respect to the subject matter herein, and shall replace and supersede all prior agreements, negotiations, or understandings, whether written or oral, with respect to the subject matter herein, and may not be contradicted by evidence of any prior agreement.
11.5. These Terms, and any rights and licenses granted hereunder, are not transferred or assigned by you, but may be assigned by the Provider without restriction.
11.6. Save as expressly provided to the contrary in these Terms, a person who is not a party to these Terms has no right to enforce or to enjoy the benefit of any term of these Terms. Notwithstanding any term of these Terms, no consent of any party who is not a party to these Terms shall be required for the waiver, variation or termination of any part of these Terms.
11.7. If you have any feedback, questions, or complaints, contact us via email at firstname.lastname@example.org. When you contact us please provide us with your name, address, and any other information we may need to identify you, Services obtained, and the issue on which you have feedback, questions, or complaints.
11.8. The laws of Singapore (with the exclusion of its conflicts of law rules that might lead to the application of any other law) will govern the validity and construction of these Terms.
11.9. Any controversy, claim, dispute or disagreement that may arise between (a) any user or Project and (b) the Provider out of or in relation to these Terms including any question regarding the existence of a contract, its validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator(s). The language of the arbitration shall be English.
11.10. You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorised to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (d) sending unsolicited email, including promotions and/or advertising of products or Services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability.
11.11. You understand that by using this Platform or any Services provided on the Platform, you may encounter content that may be deemed by some to be offensive, indecent, or objectionable, which content may or may not be identified as such. You agree to use the Platform and any service at your sole risk and that the Provider and its affiliates shall have no liability to you for content that may be deemed offensive, indecent, or objectionable
11.12. The Provider is an independent party for all purposes. You acknowledge and agree that no joint venture, partnership, employment, or agency relationship exists between you and the Provider as a result of your use of this Platform and/or the Services.
11.13. These Terms constitute the entire agreement between you and the Provider with respect to the subject matter hereof and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), and every nature between and among you and the Provider.
11.14. Your unauthorised use of this Platform may give rise to a claim for damages and/or be a criminal offence.
Last updated: 1 Dec 2022