Last updated: December 20, 2021
1. ACCEPTANCE OF TERMS
Each of you and Digifox shall hereinafter be referred to as a “Party”, and collectively, you and Digifox shall hereinafter be referred to as the “Parties”. Digifox and its Affiliates (as defined in Clause 1.7 of these Terms) shall hereinafter be collectively referred to as the “Digifox Group” and each a “Digifox Affiliate”.
Your use of the Products & Services is subject to these Terms as may be amended by us from time to time at our sole and absolute discretion. If you do not agree to these Terms, please exit the Website & Application, delete the Digifox App from all your devices and cease usage of all the Products & Services (as defined herein) immediately.
We may revise these Terms at any time with or without notice to you and any changes will be uploaded on the Website or Digifox App. These changes shall take effect from the date of upload and your continued access or use of the Website or Digifox App (as the case may be) and/or the Products & Services from such date shall be deemed to constitute acceptance of the new Terms. It shall be your sole responsibility to check the Website & Application for such changes from time to time.
By accessing or using the Products & Services, you agree:
(a) to be bound by the latest version of the Terms without variation or modification;
(b) that in the jurisdiction to which you are subject, you are of legal age to use the Website & Application and/or the Products & Services and to create binding legal and financial obligations for any liability you may incur as a result of the use of the Website & Application and/or the Products & Services; and
(c) you are not a Disqualified Person (as defined in Clause 1.7 of these Terms) or acting on behalf of a Disqualified Person.
In these Terms, unless the context otherwise requires:
(a) “Affiliates” of an entity means (i) companies in which such entity has an interest in; (ii) companies which such entity is controlled by; or (iii) companies which such entity shares common control with, where “control” includes direct, indirect, or effective control; or (iv) the owners, directors, officers employees, advisors, agents of such entity and companies;
(b) “Disqualified Person” means a person: (a) who is located in a Sanctioned Country (as defined in Clause 9.1(d) of these Terms) or if such person is a citizen, resident (tax or otherwise), or domiciled in, a Sanctioned Country; or (b) who is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in any jurisdiction applicable from using the Products & Services;
(c) “Products & Services” means the products and services that are accessible by you through the Website & Application, including but not limited to the Third-party Products & Services;
(d) “Supported Digital Tokens” means digital assets (including digital tokens) supported by the Products & Services from time to time;
(e) “Third-party Products & Services” refer to the third party platforms and services which have been aggregated onto the Digifox App which may allow you to, among other things, access third-party decentralised finance platforms, centralised platforms, fiat on-ramps and off ramps, buy, sell, trade, lend, borrow, or stake digital assets and/or provide digital asset liquidity;
(f) words importing the singular include the plural and vice versa, words importing any gender include every gender;
(g) references to a “person” include any company, limited liability partnership, partnership, business trust or unincorporated association (whether or not having separate legal personality) and references to a “company” include any company, corporation or other body corporate, wherever and however incorporated or established;
(h) paragraph headings are for convenience of reference only and shall not affect the interpretation of these Terms; and
(i) the words “written” and “in writing” include any means of visible reproduction.
These Terms will also apply to any updates or upgrades provided by us that replace and/or supplement the Products & Services, unless such updates or upgrades are accompanied by separate terms in which case those separate terms shall apply.
We may amend these Terms from time to time. Amendments shall take effect from the date the amended terms are published on the Website or Digifox App. If you use or access the Products & Services after such amendments, you are deemed to have agreed to the amended terms and to be bound by them. It is your responsibility to check for the latest version of the terms prior to use of the Products & Services.
We may from time to time publish additional guidelines, rules, and conditions applicable to your use of the Products & Services which are deemed incorporated into and form part of these Terms. By using the Products & Services, you shall be deemed to have accepted and agreed to comply with these additional guidelines, rules and conditions.
We have no obligation to provide, or continue to provide the Products & Services, or any part thereof, now or in the future. We reserve the right, at any time, temporarily or permanently, in whole or in part, without prior notification and without incurring any liability to you, to: modify, suspend or discontinue the Products & Services; restrict or modify access to the Products & Services; and modify and/or waive any charges in connection with the Products & Services. You are deemed to agree to such modifications if you continue to use the Products & Services.
There may be fees (“Products & Services Fees”) payable to use the Products & Services, whether such fees are payable to us or to a third party service provider. Such Products & Service Fees may be payable in either the source digital asset or the destination digital asset or such other payment mode. You acknowledge that you are liable to pay such fees so incurred by you for your usage of the Products & Services. To the extent that such Products & Service Fees are charged by third parties for the use of Third-party Products & Services, you are deemed to have acknowledged and accepted such fees by your continued use of such Third-party Products & Services.
In addition to Products & Services Fees, there may be administrative and/or third party charges and/or other transaction fees (whether to miners, validators, partners, nodes or otherwise) incurred arising out of or in connection with your use of the Products & Services, including but not limited to the transfer of payroll flows, supported digital tokens, interest accrued, or execution of smart contracts in relation to the Products & Services. Any such charges and/or fees shall be borne by you.
These Terms only govern our provision of, and your use of, the Products & Services. Certain transactions and activities, including the provision of services or products may be performed or facilitated through the Products & Services may be subject to separate terms and conditions that you
have to accept in order to enter into these transactions or perform these activities.
By using the Products & Services, you acknowledge and agree to the following:
Any product, application or service (including any Third-party Products & Services), underlying smart contracts or protocols that are provided or used in connection with the provision of the Products & Services are provided or used “as is” and “as available” with no representations or warranties whatsoever. To the maximum extent permitted by law, we disclaim all express representations and warranties and implied representations and warranties, including implied representations or warranties of accuracy, merchantability, fitness for a particular purpose and non-infringement. We are not responsible or liable for any error, delay or interruption in or lack of access to the Products & Services or for any loss of Supported Digital Tokens occasioned by or attributable to the Products & Services.
To the maximum extent permitted by law, we make no guarantee, representation or warranty and expressly disclaim liability (whether to you or any person): (a) regarding the timeliness, reliability, accuracy, completeness, accessibility, quality, operation or usefulness of any portion of the Products & Services; (b) regarding the availability or appropriateness of the Products & Services; (c) that the Products & Services will be error-free, continuously available or uninterrupted in operation, or free of viruses or other harmful components; (d) that the Products & Services will operate or function properly on your devices or operating systems or with any third party software; (e) that the Products & Services will not cause any damage to your devices or operating systems; (f) for the digital tokens including Supported Digital Tokens transferred or deposited in connection with the Products & Services being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule; (g) for use of the Products & Services for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule; (h) for failure, malfunction or breakdown of, or disruption to, the operation of our platforms and operations (including but not limited to blockchain and blockchain-based software systems) or any technology (including but not limited to blockchain and smart contract technologies) on which the Products & Services relies on, for any reason whatsoever, including without limitation, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs; (i) loss of possession of the credentials for accessing any digital tokens including Supported Digital Tokens in connection with the Products & Services in any manner and to any extent; (j) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability or other material characteristics of cryptocurrencies and/or digital tokens including Supported Digital Tokens; and (k) all other risks, direct, indirect or ancillary, whether in relation to cryptocurrencies, digital tokens including Supported Digital Tokens and/or the Products & Services which are not specifically or explicitly contained in or stated in these Terms.
Your use of the Products & Services is voluntary and at your sole risk.
You are solely responsible for: (a) your reliance on the Products & Services; (b) any liability or damage that you may incur through use of the Products & Services; and (c) for all decisions or actions resulting from your use of the Products & Services.
To the extent that the Products & Services facilitate deployment of your assets (including Supported Digital Tokens) with Third-party Products & Services:
(a) you acknowledge and agree to accept all risks associated with the Third-party Products & Services; and
(b) you acknowledge and agree that we are not responsible or liable for any error, delay or interruption in or lack of access to the Third-party Products & Services or for any loss of your assets (including Supported Digital Tokens) occasioned by or attributable to the Third-party Products & Services, and we assume no responsibility or obligation to assist you to mitigate against any consequences arising out of or in connection with any Third-party Products & Services.
Internet communications may be susceptible to interference or interception by third parties. Such interference or interception may include cyber-attacks, distributed denials of service or errors, malicious exploitation of defects or vulnerabilities associated with the source codes associated with the Products & Services. To the maximum extent permitted under applicable laws, we make no representations or warranties that the Products & Services are free of infection by computer viruses, any malicious software, interference or interception by third parties, or other unauthorised software, and disclaim all liability for the security, authenticity, integrity or confidentiality of any transactions made in connection with the Products & Services.
In the event of any loss, hack or theft of digital tokens including Supported Digital Tokens in connection with the use of the Products & Services, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against us.
Like all software, the Products & Services may be subject to exploits. Given that the Products & Services and technologies related to them are new and experimental, we are not responsible for exploits from malicious actors. While we have taken a number of precautions to ensure the security of the Products & Services, it is not possible to guarantee that the code is completely free from bugs or errors. You accept all risks that arise from using Products & Services, including but not limited to the risk of any funds being lost due to a failure or exploit of the Products & Services. Before using any of the Products & Services, it is your responsibility to review the underlying code of the Products & Services (to the extent such code is publicly available) or if you do not have expertise to conduct such code review, it is your responsibility to engage professionals to advise you on the same.
We may modify or discontinue support for the Products & Services at any time. We reserve the right, at any time, in our sole discretion, to modify the Products & Services.
In the event of a change to the underlying blockchain network, or other network disruption resulting in a fork of the existing blockchain into one (or more) additional blockchains associated with such network, the Products & Services may not support and we offer no assurance that the Products & Services will support such change related to any new digital assets created as a result of the fork. In addition, in the event of a fork, transactions on the network may be disrupted, including transactions involving the Products & Services.
Your access to the Products & Services shall be conditional on your successful application for an account (“Account”) which is in turn conditional upon the following, where applicable:
(a) your provision of such information as we may request to register an account on the Digifox App (“User Information”);
(b) your confirmation that you have read these Terms and the acceptance thereof;
(c) results of Know-Your-Client (“KYC”) and Anti-Money Laundering / Countering the Financing of Terrorism (“AML/CFT”) checks conducted on you being satisfactory to us or as required by any provider of Third-party Products & Services; and
(d) your fulfilment of any such other criteria as we may impose in connection herewith being satisfactory to us.
Your Account is not transferable or assignable under any circumstances and shall be solely for your use, and you shall be responsible for all activities undertaken with your Account.
4. KYC and AML/CFT
For compliance with KYC and AML/CFT obligations under the applicable laws, we may need to:
(a) delay, block or refuse any of your transactions and activities on the Digifox App where we have reasonable grounds to believe that such transactions and activities are in breach of any applicable laws; and
(b) from time to time, collect all such information and documents as may be necessary to verify your identity and do all such acts and things as may be necessary to enable us to comply with our KYC and AML/CFT obligations.
We reserve the right to monitor and flag for review all activities and transactions on the Digifox App in order to promptly identify and highlight any suspicious activity, which includes without limitation, activities that appear to a reasonable person:
(a) to be the collection of funds which may represent the benefits from drug trafficking or criminal conduct, and which would be used to facilitate criminal activities;
(b) to have been structured in a manner of unusual or unjustified complexity in order to avoid triggering any reporting requirements; or
(c) to be unusual or inconsistent with the expected usage pattern or sophistication.
Without prejudice to our rights in these Terms, in the event that we believe that you are conducting or involved with such suspicious activity on the Digifox App, we reserve the right to take appropriate actions without notifying you in advance, which includes, without limitation, (i) terminating your Account, (ii) restricting and/or blocking your further access to the Digifox App and/or the Products & Services, and (iii) notifying the appropriate enforcement authorities regarding such suspicious activities.
5. NO SUPPORT
We have no obligation to provide any maintenance, support or other services in relation to the Third-party Products & Services, including providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches, and/or enhancements.
Your access to and/or use of the Products & Services may also be interrupted, suspended or restricted where we provide any maintenance, support or other services in relation to the Products & Services.
6. LIMITED USE AND USAGE RESTRICTIONS
The Products & Services may not support all digital assets or third party applications / integrations and associated platforms; accordingly, you shall only use the Products & Services in relation to digital tokens which are Supported Digital Tokens and other third party applications / integrations which are supported by the Digifox App.
Please note that if you transfer, deposit or deploy digital tokens which are not Supported Digital Tokens or use a third party application / integration that is not supported by the Products & Services, you risk loss of all or part of your digital tokens subject of such transfer, deposit or deployment, and:
(a) you acknowledge and agree to accept all risks associated with such transfer, deposit or deployment; and
(b) you acknowledge and agree that we are not responsible or liable for any error, delay or interruption in or lack of access to the Products & Services or for any loss of Supported Digital Tokens occasioned by or attributable to such transfer, deposit or deployment.
7. INTELLECTUAL PROPERTY RIGHTS
To the extent that the Products & Services are provided by us (or our Affiliates), unless otherwise permitted by us (or our Affiliates) pursuant to applicable open-source licensing protocols which permission may be revoked by us (or our Affiliates) at any time, the Products & Services (including, for the avoidance of doubt: all materials located therein; logos, trademarks, service marks, domain names, trade names; designs, contents made available through the Products & Services (including pages, documents and online graphics, audio and video); the source and object codes; and the format, directories, queries, algorithms, structure and organisation of the Products & Services), are proprietary to us (or our Affiliates), and all intellectual property rights associated therewith, whether registered or not, are protected by law and owned by or licensed to us. You acknowledge that you have no right, title, interest in and to the Products & Services and you agree not to challenge the validity of our ownership of or rights to them.
Subject to Clause 7.1, you shall not reproduce, republish, post, transmit, communicate, distribute, use or otherwise exploit any content of the Products & Services in any way without our prior express written permission, which may be withheld for any or no reason.
8. TERMINATION & WAIVERS
Without prejudice to Clauses 1.11 and 4.5, we may, in our sole and absolute discretion, at any time and for any reason, with or without prior notice, suspend or terminate your access and/or use of the Products & Services without liability to you, if (a) you fail to comply with these Terms; (b) you have used or are using the Products & Services for any illegal or impermissible purpose or activity including any activity which may expose or potentially expose us to civil or criminal liability; (c) we deem fit to do so for security reasons or to protect our interests or the interests of other users of the Products & Services; or (d) we are required to do so in compliance with any applicable law or regulation, or we are ordered to do so by any enforcement, regulatory or other governmental authority.
Upon the suspension or termination of your access and/or use of the Products & Services, you shall immediately cease the use of the Products & Services. Clauses 1, 2, 5, 7, 8, 10, 11, 12 and all other clauses so intended to survive after termination will survive the termination of these Terms. Termination shall be without prejudice to any accrued rights of either party.
You agree and acknowledge that the Digifox Group shall not be liable for any direct, 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 your use of the Products & Services.
You undertake not to initiate or participate, and waive the right to participate in, any class action lawsuit or a class wide arbitration against us and/or our Affiliates.
By accepting these Terms, you waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) against us and our Affiliates in connection with your use of the Products & Services.
9. USER ACKNOWLEDGEMENTS
You represent and warrant to us that:
(a) you agree and acknowledge that all User Information that has been submitted to us for the purposes of registering an Account on the Digifox App is complete, accurate and authentic, and you shall promptly update us of any changes to your User Information. In the event of any change to your User Information, you shall notify us of any such change and provide proof thereto to our satisfaction and irrevocably and unconditionally agree that we may, without prior notice to you, suspend, restrict, or terminate your access to the Digifox App and/or use of the Products & Services until proof of any such change has been provided to our full satisfaction;
(b) you are not currently the subject of any sanction administered by the Office of Foreign Assets Control of the United States of America (“OFAC”) or any other United States government authority;
(c) you are not designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of any other country (collectively, the “Sanctions”);
(d) you are not located, organized or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen) (“Sanctioned Country”); or
(e) you have not engaged in or are currently engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;
(f) you have sufficient knowledge and understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, blockchain technologies (including those relating to wallets, addresses, keys and storage mechanisms), smart contract technologies to appreciate the risks and implications associated with the Products & Services;
(g) you have the legal authority to deal with any digital tokens including Supported Digital Tokens that may be used in connection with your use of the Products & Services and that such digital tokens including Supported Digital Tokens are not subject to any interests, claims or liens of whatsoever nature;
(h) you acknowledge and agree that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction, and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
(i) the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to us;
(j) these Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms;
(k) you will comply with all applicable laws and regulations with respect to your activities in connection with the Products & Services, and will not use the Products & Services to engage in fraudulent, illegal or suspicious activities and/or transactions, including fraud, money laundering and financing terrorism; and
(l) all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your acceptance of these Terms, and such representations and warranties are deemed repeated by you each time you use the Products & Services.
You acknowledge and agree that to use the Products & Services, you may require a compatible device (including a mobile device), appropriate mobile operating systems (such as Android or iOS), and also connectivity to the internet. You are solely responsible for obtaining such device(s), mobile operating systems, and the necessary connectivity services to access and use the Products & Services. We assume no responsibility for such devices, mobile operating systems and services, or for any functionality of the Products & Services which is dependent on them to operate and:
(a) you acknowledge and agree to accept all risks associated with such devices, operating systems and services; and
(b) you acknowledge and agree that we are not responsible or liable for any error, delay or interruption in or lack of access to the Products & Services, or for any loss of Supported Digital Tokens, occasioned by or attributable to such devices, mobile operating systems and services, and we assume no responsibility or obligation to assist you to mitigate against any consequences arising out of or in connection with such devices, mobile operating systems and services.
You will provide all support, information and assistance necessary for us or our authorised representatives to conduct investigations, audits or inspections for the purpose of ensuring proper compliance with these Terms or our legal or regulatory obligations, without any cost to us.
You agree that in the event of any dispute or claim between us of whatever nature arising out of or in connection with any transaction conducted using the Products & Services, the records of such transactions as recorded by us shall prevail. You shall fully reimburse us for all reasonable costs and expenses incurred to investigate and collate the relevant records and information in connection with such disputes or claims.
We may from time to time track and capture non-personal information such as the number of users and their frequency of use, profiles of users and their online preferences through your usage of the Digifox App. We may also collect and use technical and associated information of the device(s) that you use to access the Products & Services. You consent to our collection of such information, for our business purposes.
You will indemnify and at all times keep the Digifox Group indemnified against any and all losses, damages, actions, proceedings, costs, expenses, claims, demands, liabilities (including full legal costs) which may be suffered or incurred by us or asserted against us by any person, party or entity whatsoever, in respect of (a) any matter or event whatsoever arising out of or in connection with your breach of any provision in the Terms; (b) your use and access of the Products & Services; (c) our reliance on information, data or records provided by you; (d) your violation of any applicable law or the rights of any third party; and/or (e) the occurrence of any event due to your act, omission or default which compromises the security or integrity of the Products & Services.
To the maximum extent permitted by law, we shall not be liable for any damage or loss of any kind, or any direct, consequential, incidental, special or indirect damages, costs or claims of any nature whatsoever including loss of any Supported Digital Tokens, arising out of or relating to:
(a) your use, access or reliance on the Products & Services;
(b) the furnishing or performance of the Products & Services or any delay or failure thereof;
(c) your failure to secure and control your Account, including any and all login identification details, passwords, hints, personal identification numbers, or any other codes that you use to access the Products & Services;
(d) your, or your Account’s violation of any applicable law, including without limitation, AML/CFT legislation, intellectual property rights and privacy rights of any other person; and/or
(e) a breach of any warranty, representation, or obligation, or any of the Terms hereunder;
regardless of the form of action whether in contract, tort (including negligence), product liability or otherwise, even if we have been advised of the possibility of such damages.
Any cause of action or claim you may have with respect to the Products & Services must be commenced within one (1) year after the cause of action or claim arise
Without prejudice to the above, our cumulative aggregate liability to you in connection with these Terms and the provision of the Products & Services shall not for any reason, exceed US$100. This limitation applies to all causes of action in the aggregate including, without limitation, breach of contract, breach of warranty, negligence, misrepresentations, strict liability, and other torts. In any jurisdiction in which these limitations of liability are restricted, our liability is limited to the greatest extent permitted by law.
12. ENTIRE AGREEMENT
If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. These Terms constitute the entire agreement between you and Digifox relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or representations. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Save for our Affiliates who shall have rights and benefits to the extent accorded thereto under these Terms, a person who is not a party to these Terms shall have no rights whatsoever under these Terms or to enforce these Terms.
We may assign our rights and duties hereunder to any third party at any time without consent or notice to you. You shall not assign these Terms or any rights or obligations herein without our prior written consent.
The use of the Products & Services shall be exclusive of all taxes that are applicable to, arising from, or in connection to your use of the Products & Services in any jurisdiction (“Payable Tax”).
You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.
15. GOVERNING LAW & DISPUTE RESOLUTION
Subject always to clauses 8.3 to 8.5 of these Terms, you agree that these Terms shall be construed in accordance with the laws of Singapore. In the event of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute. In the event that such dispute is not resolved within a period of 30 days from the commencement of such settlement process, such dispute shall be referred to and finally be resolved by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of a sole arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. The seat of the arbitration shall be Singapore.
15. RIGHTS OF THIRD PARTIES
Save for our Affiliates who shall have rights to the extent accorded thereto under these Terms, a person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms whether under under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or otherwise.