General Terms and Conditions (T&Cs)

1.

Introduction

1.1

These Standard Terms and Conditions (“Conditions”) apply exclusively between:

1.1.1

any person accessing and using the Services (as defined below) (the “User” or “you”); and;

1.1.2

EZSY Pte. Ltd. (Registration No.: 201806994Z), a company incorporated in the Singapore, owning and operating the ezsy (mobile) Application (“ezsy App”), providing payment services (a) account issuance service, (b) domestic money transfer service, (c) cross-border money transfer service, (d) merchant acquisition service, (e) e-money issuance service, (f) digital payment token service and (g) money-changing service, collectively (“Services”), as well as its Affiliate(s) (collectively, the “Group”)E

 (each a “Party” and collectively, the “Parties”).

1.2

The Group provides the Services through the ezsy App as well as through www.ezsy.com or any ezsy application programming interface (the “Interface”).

1.3

1.3 These Conditions shall prevail notwithstanding any amendments by the User. Any amended conditions submitted, proposed or stipulated by the User, regardless of whether the Group has objected to them explicitly, are expressly waived and excluded.

1.4

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

1.5

The Services are not intended for use by individuals who are citizens or nationals of or resident in the United States of America, Belarus, Venezuela, Cuba, Eritrea, Cote d’Ivoire, Liberia, Iran, North Korea, Congo, Syria, Libya, Somalia, South Sudan, Sudan and Yemen (each a “Prohibited Jurisdiction”) or any member of the Sanctions List (collectively, the “Prohibited User”). Any Prohibited User accessing the Interface and/or Services must immediately cease to use the Interface and the Services.

1.6

It is important that the User understands the Applicable Laws that apply in their country in relation to the Services before using the Services. Use of the Services may not be permissible in all countries where this Interface may be accessed or viewed. The User must abide by the Applicable Laws and in the event that use of the Services is not permitted, the User must leave the Interface immediately. If the User has any doubt as to the legal position in their jurisdiction, the User should consult with the relevant authorities in their jurisdiction prior to using the Services.

1.7

The Group cannot advise on the current legal position in any country with respect to the Interface and Services and will not be held responsible for the consequences of the User’s use of the Interface for any purposes whatsoever. Accordingly, by using the Interface, the User expressly indemnifies the Group from any legal consequences and/or claims for damages whatsoever, arising from the User’s use of the Services or Interface.

2

DEFINITIONS AND INTERPRETATIONS

2.1

In these Conditions, unless the context otherwise requires, the following words or expressions shall have the following meanings respectively:

Affiliate” means an entity directly or indirectly controlled by or under common control with EZSY Pte. Ltd. where control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise, including a Subsidiary or a Holding Group of EZSY Pte. Ltd. or any other Subsidiary of that Holding Group;

Additional Terms” has the meaning ascribed to it in Clause 3.2;

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 or attempted bribery of government officials or any persons, kickbacks, inducements and any other forms of commercial corruption or bribery;

Applicable Laws” means all laws applicable to the Parties;

Business Day” means a day that is regarded as a business day in the Singapore;

Content” shall have the meaning ascribed to it in Clause 18;

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. “Controlled” shall be construed accordingly;

CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information (“AEOI”);

CTF Laws” means all counter-terrorist financing laws;

Digital Assets” means cryptocurrencies, tokens, digital payment tokens, e-money or other digital assets;

Dispute” shall have the meaning ascribed to it in Clause 32.2;

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;

Event of Default” shall have the meaning ascribed to it in Clause 13.2;

FATCA” means the United States Foreign Account Tax Compliance Act;

Fee Schedule” means the schedule of transaction fees payable to the Group by the User in relation to the Services;

Fiat Currencies” means any currency regarded by any government as legal tender and “Fiat “Currency” shall be construed accordingly;

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 Interface 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;

Holding Group” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

Indemnified Parties” shall have the meaning ascribed to it in Clause 14;

Indemnified Party” shall have the meaning ascribed to it in Clause 14;

Insolvency Event” shall have the meaning ascribed to it in Clause 13.2.7;

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

Legal Disclaimers” means the Group’s legal disclaimers as set out in the EZSY Legal Disclaimers that forms part of these Conditions;

Losses” shall have the meaning ascribed to it in Clause 14;

Notice” shall have the meaning ascribed to it in Clause 22.1;

Permitted Purpose” shall have the meaning ascribed to it in Clause 17.1;

Policies” shall have the meaning ascribed to it in Clause 3.1;

Prohibited Jurisdiction” has the meaning ascribed to it in Clause 1.5;

Prohibited Use” has the meaning ascribed to it in Clause 9.2;

Prohibited User” has the meaning ascribed to it in Clause 1.5;

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

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:

 
 
 
 
 
 
 
 
 

(i)

(i) the Monetary Authority of Singapore (“MAS”) or Singapore generally:

(ii)

the United Nations (“UN”) (including any of its related organisations);

(iii)

the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”) or the US generally;

(iv)

the United Kingdom, the European Union or any member state of the European Union;

(v)

the Ministry of Finance of Japan or Japan generally; or

(vi)

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 MAS, UN, OFAC, or any similar list maintained by or public announcement of Sanctions designation made by any of the Sanctions Authorities;

Services” shall have the meaning ascribed to it in Clause 1.1;

Subsidiary” means, with respect to any entity, any other entity directly or indirectly Controlled by that entity;

Surviving Provisions” means Clauses 1, 2, 3, 6, 8, 9, 11, 12, 13, 14, 15, 16, 18, 20, 23, 24, 25, 26, 26, 29 and 30;

target of Sanctions” shall have the meaning ascribed to it in Clause 16.1.11;

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 17.3;

User’s Reps and Warranties” shall have the meaning to ascribed to it in Clause 16.1; and

Variation” has the meaning ascribed to it in Clause 1.4.

 
 
 
 
 
 
 
 
 

2.2

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

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 these Conditions are inserted for convenience only and shall not affect the construction of these Conditions.

2.5

Any thing or obligation to be done under these Conditions 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 these Conditions include these Conditions as amended or supplemented in accordance with its terms. References to Clauses are to clauses of these Conditions.

3

INCORPORATION OF OTHER TERMS

3.1

The User acknowledges and confirms that they have read, understood and agreed to the following documents, as may be amended from time to time by the Group at its sole discretion, made available to the User on the Interface, which are hereby incorporated and form part of the Conditions:

3.1.1

the Group’s Legal Disclaimers;

3.1.2

the Fee Schedule;

3.1.3

the Group’s Privacy Policy;

3.1.4

the EZSY Referral Program Terms and Conditions; and

3.1.5

all other relevant terms.

(collectively, the “Policies”)

3.2

In addition to the Policies, the use of specific aspects of the Interface or the Services may be subject to additional terms and conditions (“Additional Terms”), which will apply in full force and effect upon us notifying you of such Additional Terms. By continuing to access and use the Interface and the Services, you agree to such Additional Terms.

3.3

In the event of any conflicts or inconsistencies between the terms of these Conditions and the Policies, the terms of the subsequent amendment to these Conditions will prevail over the provisions of these Conditions, while the provisions of these Conditions will prevail over the Policies.

4

SETTING UP AN ACCOUNT

4.1

In order to use the Services, the User will need to register for an account on the Interface. The Group may require the User to provide information satisfactory to the Group 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 Group to prevent fraud, money laundering and financing of terrorism, fraud or any other financial crime (“KYC Process”). The Group may engage the assistance of third party service providers for the KYC Process and the User irrevocably grants the Group 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, including but not limited to a certificate permitting the determination of Tax residency and status under FATCA, CRS and other Applicable Laws.

4.2

The Group 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 Group or any of its nominated third parties pursuant to this Clause on an ongoing basis.

4.3

The Group may in its sole discretion, refuse to set up the account, terminate or suspend the User’s account and the User’s access to the Interface or limit the number of accounts the User may hold. The User’s access to one or more of the Services and the limits that may apply may be adjusted as a result of the information collected from the User.

4.4

4.4 By setting up the account on the Interface, the User consents to the collection, use and disclosure of personal data and other information submitted to the Group by the Group, 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 Group’s Privacy Policy.

5

SCOPE OF SERVICES

5.1

The use of the Services is subject to the User setting up an account on the Interface, which entitles the User access to the following Services, subject to eligibility and certain conditions being satisfied, including:

5.1.1

providing payment solutions, bill payments, merchant payments, multi-currency wallet with ability to hold Fiat Currency e-money and Digital Assets.

5.1.2

allowing Users to exchange Fiat Currencies, convert Digital Assets to Fiat Currencies or other Digital Assets and Fiat Currencies to Digital Assets in transaction with the Group, DPT exchange;

5.1.3

providing access to a platform for top-up through physical fiat currencies into e-money, domestic and cross-border remittances in real-time; and

5.1.4

providing book-keeping accounting and any other permitted financial services.

5.2

The Group may refuse to accept the deposit, top-up currencies, e-money transfers, DPTs, Digital Assets provided by the User if the amount of the deposit or transfer or any transaction provided by the User, does not meet the minimum requirement or standard set by the Group from time to time.

5.3

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

6

AGENCY

The Group does not act as agent in the transactions effected through activities on the Interface. However, in some but not all of the Services, the Group administers and enforces contracts among parties engaged in activities on the Interface.

7

DISCLOSURE OF INFORMATION

7.1

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

7.2

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 Group of any relevant change in the information which has been provided to the Group in the course of the Group providing the Services.

7.3

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

7.4

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

8

ACCOUNT SECURITY

8.1

The User shall be fully responsible for all activities that occur under the designated account they are using including all information submitted to the Group, whether publicly posted on the Interface or privately transmitted.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

8.2

The User shall (a) immediately notify the Group of any unauthorised use of password or account designation or any other breach of security, and (b) to ensure prompt exit from the account at the end of each session. The Group shall not be liable for any loss or damage arising from failure to comply with this Clause 8.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

9

PROHIBITED USES

9.1

The User shall (a) immediately notify the Group of any unauthorised use of password or account designation or any other breach of security, and (b) to ensure prompt exit from the account at the end of each session. The Group shall not be liable for any loss or damage arising from failure to comply with this Clause 8.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

9.1.1

use the Interface or Services to disguise the origin or nature of illicit proceeds or to transact or deal in, any illicit Fiat Currencies or illicit Digital Assets, funds, property, or proceeds;

9.1.2

misuse the Interface or Services, as a result of which any Applicable Laws, including but not limited to AML Laws, CTF Laws, Anti-Bribery Laws, Sanctions Laws, prohibit, penalise, or sanction the Group, or expose the Group to any legal risks;

9.1.3

use the Interface or Services to facilitate, approve, evade, avoid, or circumvent any Applicable Laws, including but not limited to AML Laws, CTF Laws, Anti-Bribery Laws and Sanctions Laws;

9.1.4

use the Interface or Services to evade Taxes under any jurisdiction(s) applicable to the User, the Interface or the Services;

9.1.5

transact on the Interface, or use any Services, with anything other than Fiat Currencies, Digital Assets, funds, keys or property that have been legally obtained by the User and that belong to the User;

9.1.6

use the Interface or Services to interfere with or subvert the rights or obligations of the Group or the rights or obligations of any other Interface user or any other third party;

9.1.7

transact using misleading or inaccurate information presented to the Interface or to the Group or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach

9.1.8

use the Interface or Services to engage in conduct that is detrimental to the Group or to any other Interface user or any other third party;

9.1.9

falsify any account, registration, exchange, or administration details provided to the Group;

9.1.10

falsify or materially omit any information or provide misleading or inaccurate information requested by the Group, including at registration or during the course of administering any Services to you;

9.1.11

reverse-engineer, decompile, or disassemble any software running on the Interface;

9.1.12

cause injury to, or attempt to harm the Group or any third party through the User’s access to the Interface or the Services;

9.1.13

have more than one account for each Fiat Currency supported by the Interface;

9.1.14

where the User is subject to prohibitions or restrictions under these Conditions,  access the Interface or use any Services utilising any virtual private network, proxy service, or any other third party service, network, or product with the effect of disguising the User’s IP address or location, or access the Interface or use the Services in a form that would be subject to the jurisdiction of any Prohibited Jurisdiction or government or government official thereof; or,

9.1.15

violate, cause a violation of, or conspire or attempt to violate or cause another party to violate these Conditions or Applicable Laws.

10

RIGHTS OF COMPANY

10.1

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

10.2

The Group reserves the right to refuse to process or to cancel any pending transaction conducted pursuant to the Services 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 Group cannot reverse a transaction that has been broadcast to the digital currency network. The Services are available only in connection with those Digital Assets that the Group, in its sole discretion, decides to support. The Digital Assets that the Group supports may change from time to time. The Group assumes no liability in connection with any attempt to use the Services for Digital Assets that the Group does not support.

10.3

The systems used by the Group for its Services and the Interface may encounter technical limitations or other limitations, and computer and communications hardware systems might experience interruptions. Further, the Group may continually enhance and improve these systems in order to accommodate the level of use of the Interface. Furthermore, the Group may add additional features and functionality to its Services and/or Interface that might result in the need to develop or license additional technologies. Increased utilisation of the Services or the Interface 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 Group shall in no circumstances be liable for any loss in respect thereto.

10.4

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

10.5

The Group reserves the right to impose transaction limits upon the User at its sole discretion in accordance with the terms of these Conditions.

11

RIGHTS OF COMPANY

11.1

The Group reserves the right to levy service fees, transaction fees, or fees in relation to any dormant account on Users. Such service fees may be adjusted from time to time and the details of any such service fees or transaction fees shall be set out in the Fee Schedule.

11.2

Subject to all Applicable Laws, any payments in Fiat Currencies to be made by the User for the Services shall be made to the Group in such Fiat Currencies as shall be advised by the Group to the User from time to time.

11.3

If the User fails to make a payment when that payment is due and payable, an interest rate of 12 per cent per annum will apply to the outstanding amount until the default is remedied.

12

TAXES

12.1

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

12.2

If the User or any other person (whether or not a party to, or on behalf of a party to, these Conditions) 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 these Conditions, the User shall pay such additional amount as is necessary to ensure that the Group 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 Group against any cost, loss or liability that the Group (in its absolute discretion) determines has been suffered (directly or indirectly) by the Group for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under these Conditions

13

TERMS AND TERMINATION

13.1

The term of these Conditions shall commence on the date that these Conditions are accepted by the User and terminate upon:

13.1.1

the mutual agreement in writing by the User and the Group to terminate these Conditions; or

13.1.2

the unilateral termination by the Group (i) upon the occurrence of an Event of Default (as defined below), or (ii) if so decided by the Group acting in its absolute discretion.

13.2

For the purposes of these Conditions, “Event of Default” means any one of the following events:

13.2.1

any default by the User to pay on the due date any amount payable pursuant to these Conditions in the mode of payment in which it is expressed to be payable unless:

(a) the default to pay is caused by administrative or technical error; and

(b) payment is made within five (5) Business Days of its due date;

13.2.2

any default by the User in the performance or observance of any covenant or agreement contained in these Conditions (other than those referred to in Clause 13.2) and in the case of any breach which is capable of remedy, such breach is not remedied within three (3) Business Days or such other period as may be determined by the Group;

13.2.3

13.2.3 if any representation or warranty made by the User in these Conditions is or proves to have been untrue, incorrect or misleading in any material respect at the time made or deemed to be made;

13.2.4

the User suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business;

13.2.5

any event or circumstance, which in the opinion of the Group, has or is reasonably likely to have a material adverse effect;

13.2.6

the User commits any fraud or act of dishonesty, and/or acts in any manner which is adverse to the interests of the Group;

13.2.7

any Insolvency Event occurs in respect of the User. For the purpose of this Section, an “Insolvency Event” shall mean the occurrence of any one of the following events, but this Clause 13.2.7 shall not apply to any winding-up petition or any application which is vexatious and is discharged, stayed or dismissed within twenty one (21) days of its commencement:

13.2.8

it is or will become unlawful for the User or the Group to perform or comply with any one or more of its material obligations under these Conditions; and/or

13.2.9

any material provision of these Conditions is or becomes for any reason, illegal, invalid and/or unenforceable.

13.3

The aforesaid termination shall be without prejudice to the right of the Group in respect of any antecedent breach of the terms in these Conditions and shall not affect the validity, continuance or effectiveness of the Surviving Provisions or any other provisions in these Conditions which are intended to survive such termination.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

13.4

The User shall notify the Group of any Event of Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. Promptly upon a request by the Group, the User shall supply to the Group a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).

14

INDEMNITY

The User irrevocably undertakes to fully indemnify and hold harmless each the Group, 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:

 
 
 

(a)

the information provided by the User;

 
 
 

(b)

the breach of any of the User’s obligations, undertakings, representations and warranties, the provisions of these Conditions, or the provisions of any agreements entered into by the User or its Affiliates in relation to the Services; or

 
 
 

(c)

the breach of any of the User’s obligations, undertakings, representations and warranties, the provisions of these Conditions, or the provisions of any agreements entered into by the User or its Affiliates in relation to the Services; or

 
 
 

15

EXCLUSION OF LIABILITY

The Group (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 these Conditions including but not limited to:

 
 
 

(a)

the breach of any of the User’s obligations, undertakings, representations and warranties, the provisions of these Conditions, or the provisions of any agreements entered into by the User or its Affiliates in relation to the Services; or

 
 
 

(b)

the use or accuracy of the Interface;

 
 
 

(c)

any information contained in any third party materials or on any third party sites that may be accessible or linked to the Interface;

 
 
 

(d)

the content of and/or use of any agreement entered into by the User pursuant to the Services, in its original form as provided by the Group, or in such other form as may be negotiated and agreed upon, including any disputes as may arise between the User and any third parties relating to such agreements;

 
 
 

(e)

non-compliance, default, action or omission of a third party in respect of any agreement entered into by the User pursuant to the Services;

 
 
 

(f)

any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;

 
 
 

(g)

lost or damaged data;

 
 
 

(h)

damage to or interruption of any local area networks;

 
 
 

(i)

the introduction of viruses, worms or other destructive programs or any other commercial or economic losses;

 
 
 

(j)

any decision made or action taken by any party in reliance on the Services (or its results or the Interface contents);

 
 
 

(k)

any delay, failure interruption or corruption of any data or other information transmitted in connection with use of the Services; and

 
 
 

(g)

any inaccuracies, errors or omissions in connection with the Services and any Interface content.

 
 
 

16

REPRESENTATIONS AND WARRANTIES

16.1

The User makes the following representations and warranties to the Group:

16.1.1

the person completing the application to register the User as a member of the Interface is duly authorised by the User to do all things in connection to the use of the Interface;

16.1.2

any factual information provided by the User for the purposes of accessing and using the Services 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;

16.1.3

the User is at least 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 Interface), and these Conditions are valid and enforceable against the User;

16.1.4

the User understands the risks associated with using the Interface and Services and is not a Prohibited User or otherwise prohibited by Applicable Laws from using the Services;

16.1.5

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

16.1.6

1the User will not use the Interface or Services 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 Digital Assets, unlawful Fiat Currencies, property, funds, or proceeds;

16.1.7

the User will not trade or use any Services using anything other than Fiat Currencies, Digital Assets or other property that has been legally obtained by the User and belongs to the User;

16.1.8

that the User is, at its own cost and expense, currently in compliance with all Applicable Laws that relate to or affect the Services conducted under these Conditions, including but not limited to AML Laws, CTF Laws, Anti-Bribery Laws, Sanctions Laws, or Tax laws, including FATCA and CRS;

16.1.9

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, including FATCA and CRS, as the Group may reasonably determine;

16.1.10

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 Digital Assets, to a government official or individual employed by another entity in the private sector in violation of any applicable Anti-Bribery Laws;

16.1.11

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,

(a)

is currently

(i)

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;

(ii)

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

(iii)

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);

(b)

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

(c)

is acting directly or indirectly on behalf of any person listed on any Sanctions List or any person subject to the jurisdiction of a Prohibited Jurisdiction,

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 or any person subject to the jurisdiction of a Prohibited Jurisdiction;

16.1.12

1.1.1      the User will fairly and promptly report all income associated with the User’s activity on the Interface in relation to the Services pursuant to Applicable Laws and pay any Tax due thereon;

16.1.13

the User has:

(a)

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;

(b)

no criminal proceedings instituted against the User; and

(c)

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 governmmental authorities where it is located, its business is being operated and the personnel of the User are located and has taken all required permissions for the operation of its business, as applicable.

16.1.14

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;

16.1.15

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

16.1.16

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

(d)

result in a breach of its constitutional documents or equivalent constitutional documents (if applicable);

(e)

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

(f)

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” 

16.2

Each of the User’s Reps and Warranties shall survive and continue to have full force and effect after the execution of these Conditions, and the User warrants to the Group 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.

16.3

The Group makes no representations, warranties, or guarantees to the User of any kind. The Interface and the Services are offered strictly on an as-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose.

17

CONFIDENTIALITY

17.1

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

17.2

The confidentiality obligation under Clause 17.1 shall not apply to:

17.2.1

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

17.2.2

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);

17.2.3

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

17.2.4

any information disclosed by the Group to their respective bankers, financial advisers, consultants and legal or other advisers for the purpose of these Conditions.

17.3

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 Group from time to time for the Permitted Purpose. Accordingly, the User agrees and undertakes to the Group 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 Group, for the Group’s collection, use and/or disclosure for the Permitted Purpose and that such consents have not been withdrawn.

17.4

The User represents and warrants to the Group that it has at all times complied with and will continue to comply with the requirements of the Personal Data Protection Act 2012 (“PDPA”), in respect of the collection, use, disclosure and other handling of the Third Party Data and any other data obtained by the User through the Interface. The User shall be fully responsible, for ensuring that all requirements at law (whether applicable to the User and/or the Group) have been complied with.

17.5

The obligations contained in this Clause 17 shall endure, even after the release of any Parties or termination of these Conditions in accordance with and as permitted by the provisions of these Conditions, without limit in point of time except and until any confidential information enters the public domain.

18

LIMITED LICENSE

The User is granted a limited, non-transferable license, subject to these Conditions, to use the Interface and related content, materials and information (collectively, the “Content”) solely for approved purposes as permitted by the Group from time to time. Any other use of the Interface, Services or Content is expressly prohibited and all other right, title and interest in the Interface or Services is exclusively the property of the Group. The User agrees that it will not copy, transmit, distribute, sell license, reverse engineer, modity, 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. “EZSY”, “ezsy.com” and all logos, trade name, work marks, or design related to the Services or displayed on the Interface are either trade marks or registered marks of the Group or its Affiliate(s). The User shall not copy, imitate or use such logos or marks without the prior written consent of the Group.

19

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 these Conditions.

20

NO PARTNERSHIP OR AGENCY

Nothing in this agreement 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.

21

NO PARTNERSHIP OR AGENCY

21.1

In the event that trading disputes arise between Users, the Users concerned shall record the particulars of the dispute and report such dispute to the Group in a timely manner. The Group may request that the Users concerned provide further information and supporting evidence in relation to the dispute and the Users shall comply at all times with such requests by the Group.

21.2

When disputes arise between the Users, the Group may provide necessary trading data or other information to the competent administrative or judicial authority pursuant to the Applicable Laws.

21.3

Unless otherwise agreed by the Users or required by Applicable Laws, the Users shall follow the procedure stipulated under Clause 32 to resolve any dispute arising from the use of the Interface or Services.

21.4

Once the dispute between the Users concerned has been settled or the Users have received final and affirmative award or judgment, the Users concerned shall provide evidence of such settlement agreement, award, or judgment to the Group.

22

NOTICES

22.1

Any notice or other communication in connection with these Conditions (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.

22.2

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.

23

SEVERABILITY

22.3

The illegality, invalidity or unenforceability of any provision of these Conditions 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.

24

INVALIDITY

24.1

If any provision in these Conditions 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.

24.2

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 24.1, 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 these Conditions and the legality, validity and enforceability of the remainder of these Conditions shall, subject to any deletion or modification made under Clause 24.1, not be affected.

25

REASONABLENESS

Each of the Parties confirms that it has has the opportunity to seek independent legal advice relating to all the matters provided for in these Conditions and agrees that (a) there shall be no presumption that any ambiguity in these Conditions 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 these Conditions, and (b) the provisions of these Conditions and all documents entered into pursuant to these Conditions are fair and reasonable.

26

ENTIRE AGREEMENT

These Conditions 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.

27

FORCE MAJEURE

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

28

NO ASSIGNMENT

The User may not assign or transfer all or part of his rights or obligations under these Conditions.

29

VARIATIONS

29.1

The Group reserves the right at any time in its absolute discretion to make any variation to any provisions of these Conditions, without prior notice, and the User shall be bound by such variations from such date that such variation is directed by the Group to take effect.

29.2

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

30

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 these Conditions 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 these Conditions are cumulative and not exclusive of any rights or remedies provided by law.

31

NO RIGHTS OF THIRD PARTIES

No term of these Conditions is enforceable by a person who is not a Party to these Conditions.

32

GOVERNING LAW AND JURISDICTION

32.1

These Conditions shall be governed by, and construed in accordance with, the laws of the Singapore.

32.2

If any dispute or difference of any kind whatsoever (a “Dispute“) shall arise between the Parties under or in connection with these Conditions, or the existence, breach, termination or validity hereof, the Parties shall attempt, for a period of 30 days after the receipt of written notice from a Party of the existence of the Dispute by the other Party, to settle such Dispute in the first instance by mutual discussion between the Parties.

32.3

If the Dispute cannot be settled within 30 days of such notice issued pursuant to Clause 32.2 above, the Parties agree that any such a Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of Singapore International Arbitration Centre 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 in Singapore and the language of the arbitration shall be English. The tribunal for the arbitration shall consist of one (1) arbitrator.