9 June 2023
Table of contents
BASEDAPP – SERVICES TERMS AND CONDITIONS
These Terms and Conditions (the “Terms”) are a contract between SHA2 Labs Pte. Ltd. (“Company”, “we”, “us” or “our” as the context requires) and the user (“User”, “you” or “your” as the context requires) of the BasedApp application (the “App”) or crypto debit card (the “Card”) (each a “Party”, collectively the “Parties”). These Terms govern your access to and use of the App or Card which can be accessed via our website at https://basedapp.io (the “Site”) or a third-party service provider such as Google Play or an Apple App store.
By using the App or Card (collectively, the “Services”), you agree that you have read, understood, and accepted all of the terms and conditions contained in these Terms. The Terms include and should be read together with our Privacy Policy, which is available at https://docs.suberra.com/legal/privacy%20and%20terms/#the-purposes-of-processing.
Your use of the Services is governed by the version of the Terms in effect on the date of use. We may make changes to the Terms from time to time without prior notice. If we do this, we will post the changed provisions on the Services, and the revised Terms shall be effective once they have been posted. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the Terms that apply when you access or use the Services. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Services, and through other communications. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of the new Terms.
The Services may not be available in all jurisdictions or to all Users. As the Services are evolving over time we may change or discontinue all or any part of the Services at any time and without notice, at our sole discretion and without liability to you as a result.
THE SERVICES ARE NOT AVAILABLE FOR USE, AND SHOULD NOT BE USED BY, ANY PERSON WHO IS A CITIZEN OF OR HAVING HABITUAL RESIDENCE IN ANY COUNTRY, STATE, OR TERRITORY THAT IS THE SUBJECT OF ANY ECONOMIC OR TRADE SANCTIONS OR RESTRICTIVE MEASURES ISSUED BY SINGAPORE, THE UNITED NATIONS SECURITY COUNCIL, THE UNITED STATES, THE UNITED KINGDOM OR THE EUROPEAN UNION (“SANCTIONS”), BY ANY PERSON WHO IS THE SUBJECT OF SANCTIONS, OR BY ANY PERSON WHO IS A CITIZEN OF OR HAVING HABITUAL RESIDENCE IN ANY COUNTRY, STATE, OR TERRITORY WHERE THE BUYING, SELLING, TRADE, OR DEALING IN DIGITAL ASSETS IS PROHIBITED. IF YOU ARE FROM A COUNTRY, STATE, OR TERRITORY THAT IS THE SUBJECT OF SANCTIONS, ARE YOURSELF SUBJECT TO SANCTIONS, OR ARE FROM A COUNTRY, STATE OR TERRITORY WHERE THE BUYING, SELLING, TRADE, OR DEALING IN DIGITAL ASSETS IS PROHIBITED, YOU MUST NOT USE, OR ATTEMPT TO USE THE SERVICES, WHETHER BY VPN OR OTHERWISE. WE RESERVE THE RIGHT TO TERMINATE ANY USE OF THE SERVICES THAT IS IN BREACH OF THIS NOTICE.
Please note the risks of using these Services include:
We do not store or keep private keys to your Wallet. You have sole control over the Digital Assets in your Wallet and if you lose your private keys, we will not be able to recover them.
We may display prices of Digital Assets in the App to facilitate your use of the Wallet and Third Party Services. We pull prices from Third Party Services on an automated basis, and do not guarantee the accuracy or completeness of prices or related information that we display. Due to technical or other errors, prices reflected in the App at any one point may not be updated or current. Any transaction entered into by you through the App or Wallet is a separate - 2 - contract between you and the counterparty, and we do not act for, on behalf of, or as an agent for, either party. Prices displayed on the App are for your information only and may not represent the final or actual price quote or transaction price. It is your responsibility to verify transaction prices before entering into any transaction.
The value of Digital Assets, including Stablecoins, can be lost quickly over a short time. Accordingly, your Card Account may lose value over time.
We do not take deposits, nor offer interest on any amount you place in your Card Account. We partner with third party service providers to issue Visaenabled Cards to you. Such third parties also issue Stablecoins and provide trading and other services that you may access through the App. These third parties may have their own terms and conditions that govern your use of services and we are not responsible for those services.
We may refuse or suspend your use of the Card if the information you provide does not meet anti-money laundering/countering the financing of terrorism requirements.
DEFINITIONS
The following words in these Terms are defined below:
1.1 “Affiliate” means any entity that is directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company.
1.2 “Card Account” is defined in section 4.3 below.
1.3 “Company’s Content” is defined in section 8.1 below.
1.4 “Content” means content such as text, files, documents, graphics, images, designs, music, software, audio and video.
1.5 “Digital Asset” means any digital representation of value based on, or built on top of, a cryptographic protocol of a computer network, including digital tokens that may be referred to as “cryptocurrency”, “digital payment token” or “virtual currency”, and includes Stablecoins.
1.6 “Disputes” is defined in section 16.2.1 below
1.7 “Fees” is defined in section 10.2.5 below.
1.8 “Forks” is defined in section 12.6(e) below.
1.9 “Intellectual Property Right” means all intellectual and industrial property rights, including patent rights, rights to inventions, registered designs, design rights, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, layout-designs and other similar proprietary rights, all rights of whatever nature in computer programs, firmware, microcode and other computer software and data, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all intangible rights and privileges of a nature similar to any of the foregoing, whether registered or unregistered and including all applications and rights to apply for and be granted, - 3 - renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future.
1.10 “Prohibited Uses” is defined in section 8.4 below
1.11 “SIAC” is defined in section 16.2.1 below.
1.12 “SIAC Rules” is defined in section 16.2.1 below.
1.13 “Stablecoin” refers to a type of Digital Asset where the value of the Digital Asset is pegged to a reference asset such as fiat currency or another Digital Asset.
1.14 “Third Party IP” is defined in section 9.2 below.
1.15 “Third Party Services” is defined in section 4.1 below.
1.16 “User”, “you”, and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that: (i) you are an authorised representative of the entity with the authority to bind the entity to these Terms, and (ii) you agree to these Terms on the entity’s behalf.
1.17 “Wallet” refers to the self-custodial Digital Asset wallet that is provided as a web app as a feature of the App.
AGREEMENT TO TERMS
By using the Services and/or clicking “I agree” when prompted to agree to these Terms, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not access or use the Services.
ADDITIONAL TERMS AND POLICIES
Your use of the Services may be subject to additional terms and conditions as may be posted on the Services from time to time. Those additional terms and conditions then become part of your contract with us if you use (or continue to use) the Services.
THE SERVICES
4.1 The App provides a self-custodial Digital Asset Wallet with which Users can hold and transact in Digital Assets, and enables Users to access third-party decentralised exchanges and applications (“Third Party Services”). Transactions are authenticated by third-party authentication providers that the App connects to.
4.2 Neither the App nor the Company stores your private keys or back-ups of private keys. If you lose your private keys, we will not be able to recover them.
4.3 The Card enables Users to pay for goods and services on the Visa network using Stablecoins such as XSGD that they place into a smart contract with us (“Card Account”).
The Company issues the Card through our partnership with Xfers Pte Ltd, which is a principal member of the Visa Network. If you have sufficient Stablecoins in your Card Account at the time of transaction, you will be able to make payment to participating merchants.
4.4 We may, in our sole and absolute discretion, refuse to accept certain payments which we consider risky or unacceptable, such as payments for particular purposes (e.g. gambling), payments to certain categories of merchants, or payments which exceed transaction limits that may be set for particular Users and/or merchants.
4.5 For your payment to the merchant, we will withdraw the relevant amount of Stablecoins from your Card Account, and the conversion rates between the Stablecoin and fiat currency will depend on the market value of the Stablecoin at the time of the transaction, as we shall determine in our sole and absolute discretion.
4.6 The balance in your Card Account is not a deposit, does not earn any interest, and is not protected by any deposit insurance including the Singapore Deposit Insurance Scheme. You can, at any time, withdraw the balance in your Card Account to any wallet of your choice.
4.7 We may, in our sole and absolute discretion, offer promotions or rewards (such as cashbacks) on the transactions you make with the Card. Information about our offers will be available on the App, on the Site or in our messages to you. We may change or cancel these offers at any time. We will try to give you notice, but we do not have to. If we suspect any fraud or breach of these Terms, we can take back or reverse the promotion or reward. We decide if you have met the requirements for any promotion or rewards, and our decision is final.
4.8 Xfers Pte Ltd is responsible for settling funds resulting from your Card transactions directly with Visa. The Company has no control over, or responsibility or liability for, settlement of funds with Visa and the processing of payment transactions for merchants. XSGD is issued by StraitsX (a trademark of Xfers Pte Ltd), and is governed by StraitsX’s terms of service and disclosures, which can be found here: https://www.straitsx.com/sg/terms-of-service-new. You agree that the Company has no control over, or responsibility or liability for, XSGD.
USER ELIGIBILITY
5.1 To use the Services, you must be at least 18 years of age (or the age of majority in your jurisdiction) and be capable of entering into a legally binding contract.
5.2 By using the Services, you affirm, represent, and warrant that you have the right, authority, and capacity to agree to and be bound by these Terms, that you meet all of the eligibility requirements as set forth in this section and in the Terms generally, and that your access and use of the Services does not violate any applicable laws, including those in your jurisdiction.
5.3 We reserve the right to suspend or terminate your use of the Services at any time if any of the aforementioned eligibility requirements are not satisfied.
USER ACCOUNT AND EQUIPMENT
6.1 You need to set up a user account with us in order to use the Services.
6.2 When you set up a user account for the Card, we may ask you for some information about yourself, and require you to provide additional information and/or documents for know-your-customer and anti-money laundering purposes. You agree that all information and/or documents about yourself which you provide are accurate, current, and complete. You also agree to timely update any information and/or documents which you have provided to us should there be any change in said information and/or documents. If you do not provide accurate, current, and complete information and/or documents to us, you will not be eligible to use the Services.
6.3 You must provide all equipment, connectivity, and software necessary to connect to the Services. You are solely responsible for any costs and expenses, including Internet connection or mobile fees, which you incur when accessing and using the Services.
6.4 You are reminded to keep your username, password and private key secret. You also agree to be solely responsible for the security and safety of your user account (including the App and Card), as well as all action taken using your user account, whether authorised by you or not, until you notify us that your user account has been compromised. While we may offer a feature that allows you to “save” or “remember” your username, password or private key on device(s) of your choice, you are reminded to use this feature carefully as this feature may allow third parties to access your user account while using the device on which your username, password or private key is saved.
TERMS OF USE
7.1 User obligations. We want Users to use the Services freely, but not at the expense of the safety and wellbeing of others. You therefore agree not to use the Services in a manner:
(a) that violates these Terms or any other terms and conditions that apply to your use of the Services;
(b) that is unlawful, misleading, discriminatory, or fraudulent (or that assists someone else in using the Services in such a way); or
(c) that infringes or violates someone else’s rights, including their Intellectual Property Rights (such as by infringing another’s copyright or trademark, or distributing or selling counterfeit or pirated goods).
7.2 Prohibited conduct. By using the Services, you further agree not to do any of the following:
(a) use or attempt to use another User’s account without authorisation from such User;
(b) circumvent or attempt to circumvent any Fees (as set out in section 14) owed to us;
(c) use, display, mirror or frame the Services or any individual element within the Services, the Company’s name, the Company’s trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
(d) attempt to hack or hack the Services or any of our Users, or upload any computer viruses including worms, Trojan horses, corrupted files, cancelbots, or any other similar software or programs which may damage, disable, overburden, or impair the Services or another User’s computer or property;
(e) attempt to access or search the Services or download Content from the Site or Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data-mining tools or the like) other than the software and/or search agents provided by the Company or other generally available thirdparty web browsers;
(f) use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(g) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
(h) collect or store any personally identifiable information of other Users without their express permission;
(i) impersonate or misrepresent your affiliation with any person or entity in using the Services;
(j) violate any law or regulation through your use of the Services;
(k) use the Services for the purpose of or in connection with concealing economic activity, laundering money, or financing terrorism;
(l) use the Services, directly or indirectly, for, on behalf of, or for the benefit of, any natural or legal person that is the subject of Sanctions;
(m) engage in deceptive or manipulative trading activities;
(n) use the Services by or on behalf of any competitor of ours for the purpose of interfering with the Services to obtain a competitive advantage;
(o) use the Services to post or transmit any unauthorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or is otherwise detrimental to or in violation of our systems, policies or network security, or those of a third party;
(p) distribute spam to other Users;
(q) encourage or enable any other person to do any of the foregoing.
7.3 User account and private key security. By using the Services, you agree to be solely responsible for the security and safety of your user account (including the App and Card) and any private keys associated with your Wallet.
7.4 Right to terminate access. We reserve the right to suspend or terminate your access to the Services at any time should we determine that you are in violation of these Terms, or any terms and conditions in these Terms. Such suspension or termination shall not be construed as a breach of these Terms by us. If you become aware of any use of the Services in violation of any of the terms specified in this section, please contact us at [email protected] to report it.
THE COMPANY’S INTELLECTUAL PROPERTY
8.1 The Services and all Content contained therein, including without limitation the Company logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Company’s Content”) belong to us or our licensors.
8.2 The Company and our licensors exclusively own all right, title and interest in and to the Services, including all associated Intellectual Property Rights therein. You acknowledge that the Services is protected by trademark, copyright and other laws. The appearance and style of the Services constitutes the trademark of the Company and its licensors.
8.3 Provided that you are eligible for use of the Services, and subject to your compliance with these Terms and applicable laws, you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal licence to access and use the Services. This licence is revocable by us at any time without notice and with or without cause.
8.4 In relation to the Company’s Content, Users agree and acknowledge that they will not do, or attempt to do, the following (“Prohibited Uses”) without the Company’s express prior written permission in each case:
(a) modify, distort, mutilate, or perform any other modification to the Company’s Content;
(b) copy, imitate, apply for, register, or otherwise use or attempt to use the Company’s trademark in whole or in part anywhere in the world;
(c) remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services;
(d) attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the Company’s Content;
(e) use any of the Company’s Content to link to the Services without our express written permission;
(f) use framing techniques, metatags or other ‘hidden text’ to enclose any of the Company’s Content;
(g) republish the Company’s Content on any internet, intranet or extranet site or incorporate the Company’s Content in any other database or compilation;
(h) make commercial use of the Company’s Content;
(i) use the Company’s Content to advertise, market, or sell any third party product or service;
(j) use the Company’s Content in any pornography, or in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, terrorism or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
(k) use the Company’s Content in a manner which, in our sole discretion, would be prejudicial to the brand and/or reputation of the Company; or
(l) attempt to mint, tokenise, or create a cryptographic token representing the Company’s Content.
8.5 It is the Company’s policy to terminate Users and the licence granted to them in appropriate circumstances in the event Users engage in Prohibited Uses or repeatedly infringe or are believed to be repeatedly infringing the Intellectual Property Rights of the Company or third parties. We may also commence legal action against you in such a case. Such unauthorised use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations.
8.6 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any licence to Intellectual Property Rights, whether by estoppel, implication or otherwise.
8.7 If you become aware of any Prohibited Uses specified in this section, please contact us at [email protected] to report it.
THIRD PARTY CONTENT AND INTELLECTUAL PROPERTY
9.1 Third-party materials you access through our Services and Third Party Services are not controlled by us. This may include services, Content or website links you access through the Services. You acknowledge and agree that we are not responsible for any aspect of the information, Content, or services contained in any such third-party materials or Third Party Services accessible from or linked to the App or Site.
9.2 Where a third party owns the Intellectual Property Rights, including but not limited to copyright, patents or trade secrets, associated with the Services (“Third Party IP”), you agree that, subject to your compliance with these Terms, applicable laws and section 9.3 below, you are granted a worldwide, non-exclusive, revocable, non-transferable, nonassignable, non-sub-licensable, royalty-free, limited and personal licence in relation to the Third Party IP solely for your own use in connection with the Services.
9.3 In relation to Third Party IP, you agree that:
(a) you may not otherwise modify, edit or change the Third Party IP;
(b) we may pass on additional restrictions based on our licence under the Third Party IP to you;
(c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of your licence; and
(d) your use of Third Party IP may be subject to any terms and conditions you may enter into with the third party.
9.4 Our software contains third-party software that may be licensed to us or that may be open-source software. Such third-party software may require additional terms and conditions. Such required third-party software notices and/or terms and conditions are located at: https://github.com/safe-global/safe-contracts/blob/main/LICENSE and are incorporated by reference into these Terms. By accepting these Terms, you are also accepting those additional terms and conditions.
PAYMENTS, FEES, AND TAXES
10.1 Payments.
10.1.1 You may make payments to third parties such as when you use your Wallet to transact via Third Party Services or when you use your Card to pay merchants. Goods or services (including Digital Assets) sold by one person (“Seller”) to another (“Buyer”) through the Services shall be contracts entered into directly and only between the Seller and Buyer.
10.1.2 Any transaction fees levied by a third party in connection with completing any payment, whether to the Company or to Users, shall be paid by the User.
10.2 Fees and taxes.
10.2.1 You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Tax” or “Taxes” refers to any and all federal, state, local, municipal and national taxes, duties, levies, tariffs and other governmental charges, including gross receipts, personal or corporate income, profits, sales, use, occupation, goods and services, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to any such amounts.
10.2.2 All payments you make to the Company or to other Users under these Terms shall be made in full without any deduction or withholding (whether in respect of set-off, counter-claim, duties, Tax, bank transfer fees, charges or otherwise) unless a deduction or withholding is required by any applicable law, in which event you shall:
(a) ensure that the deduction or withholding does not exceed the minimum amount legally required;
(b) be liable to pay to us or such other User such additional amount that will result in the net amount received by us or such other User being equal to the amount which would have been received had no such deduction or withholding been made; and
(c) pay to the relevant Tax authority, within the period for payment permitted by any applicable law, the minimum amount of the deduction or withholding required by law.
10.2.3 Your purchase and sale of goods or services (including Digital Assets) through the Services may be subject to Goods and Services Tax or Value Added Tax, as applicable.
10.2.4 We reserve the right to report any activity arising from your use of the Services to relevant Tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to the Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any Tax authority including any information derived from the Services.
10.2.5 We reserve the right to impose any fees, commissions, royalties, and other charges (collectively, the “Fees”) at our sole discretion at any time for your use of our Services.
10.2.6 You agree to pay all applicable Fees and you authorise the Company to automatically deduct other Fees (including any gas fees or payment processing fees, as applicable) directly from any payments due to you.
10.2.7 All Fees are non-refundable except at the sole discretion of the Company (for Fees within its control) or applicable third parties.
USER REPRESENTATIONS AND WARRANTIES
11.1 You represent and warrant that:
(a) you are knowledgeable, experienced and sophisticated in using blockchain technology, entering into blockchain-based transactions, and in using the Services;
(b) you have made enquiries and are satisfied as to the legitimacy, authenticity and lawfulness of your right to acquire ownership, resell or otherwise deal with Digital Assets;
(c) you will not accept, solicit, offer, or engage with other Users, transact on or off the Services or otherwise engage with smart contracts, with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of Digital Assets; and
(d) you will not engage in any unlawful or deceptive conduct that may prevent competitive or fair trading, artificially inflate or deflate the price of Digital Assets, simulate demand for Digital Asset, or any other anti-competitive practices.
11.2 You understand and agree that Digital Assets purchased, sold, traded, or provided through the Services shall not under any circumstances be deemed or treated as:
(a) a debt or liability of any nature owed by the Company or any of its Affiliates to you or any other entity;
(b) any form of financial derivative including, but not limited to, a futures contract, forward contract, option, swap or warrant;
(c) a contract for difference of any form or kind or any other contract, the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the value or price of an asset or an index;
(d) any commercial paper or negotiable instrument;
(e) any commodity or asset that any person is obliged to redeem or purchase;
(f) any note, bond, warrant or other certificate that entitles you to repayment of the purchase price or part thereof, any interest, dividend or any other kind of return on the purchase price or part thereof by the Company, its Affiliates or any other entity;
(g) an interest or share in any investment fund or collective investment scheme;
(h) the pooling of monies with the aim of spreading investment risk;
(i) entitling you to participate in any profits or gains from the acquisition, holding, management, or disposal of assets; and
(j) any security, capital markets product, investment or equivalent terms in any jurisdiction.
ASSUMPTION OF RISK
You accept and acknowledge that:
12.1 The price of Digital Assets can fluctuate significantly. In using the Services, you may lose all your money that you have used in purchasing or otherwise dealing in Digital Assets.
12.2 Although the value of Stablecoins is pegged to an asset, their prices similarly fluctuate according to market forces. Certain events may result in a Stablecoin de-pegging from its reference asset. Any guarantee provided by the issuer of a Stablecoin as to the redemption value of a Stablecoin is an arrangement between the issuer and the holder of the Stablecoin. We do not make any promises or guarantees with respect to the value of Stablecoins or Digital Assets that you hold in your Wallet or Card Account.
12.3 You have done your own research before you decide to purchase, sell, transfer, trade or otherwise interact with Digital Assets, and are using the Services at your own risk.
12.4 Digital Assets exist only by virtue of the ownership record maintained on their supporting blockchain. Any transfer of title occurs on the decentralised ledger within such blockchain network. We do not guarantee that we can effect the transfer of title or right in any Digital Assets. Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Transactions in Digital Assets may be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
12.5 The Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
12.6 The Company will not be responsible for any risks to you from using the Services, which include, but are not limited to:
(a) non-recoverable and/or non-reversible transactions;
(b) fraud and/or fraudulent transactions;
(c) unauthorised third-party access to your user account such as malicious software, hacking, theft, attacks;
(d) hardware, software and/or internet connection failure;
(e) changes to the protocol or network of the underlying blockchain including changes in operating rules (“Forks”) which may affect the availability, value, functionality and/or name of a Digital Asset;
(f) regulatory changes which may adversely affect the development of the Services and the use of Digital Assets;
(g) a lack of public interest in the Services which may also negatively impact the potential utility or value of Digital Assets; and
(h) changes affecting, or decisions taken by, Third Party Services which may support or perform transactions with respect to Digital Assets.
12.7 We are not providing any financial, legal, tax, accounting or other professional advice. Nothing from the Services, including any of the Company’s Content, should be construed as financial, legal, tax, accounting or other professional advice. If you are in doubt, please consult an independent professional advisor from persons licensed and qualified in the area for which such advice would be appropriate.
DISCLAIMERS
13.1 If you elect to buy, sell, or trade any Digital Assets with other Users, any transactions that you engage in will be conducted solely through the blockchain network governing such Digital Asset and you may be required to make or receive payments exclusively through your Wallet. We will have no control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you enter into in relation to the App.
13.2 We may display prices of Digital Assets in the App to facilitate your use of the Wallet and Third Party Services. We pull prices from Third Party Services on an automated basis, and do not guarantee the accuracy or completeness of prices or related information that we display. Due to technical or other errors, prices reflected in the App at any one point may not be updated or current. Any transaction entered into by you through the App or Wallet is a separate contract between you and the counterparty, and we do not act for, on behalf of, or as an agent for either party. Prices displayed on the App are for your information only and may not represent the final or actual price quote or transaction price. It is your responsibility to verify transaction prices before entering into any transaction.
13.3 You agree that Third Party Services may have their own terms and conditions for their Services. Failure to abide by third-party terms and conditions may result in penalties assessed to you or other actions taken by such third parties, and you agree that the Company has no control over, or responsibility or liability for such penalties or actions. Any amounts payable to Third Party Service providers are your sole responsibility and shall be paid directly by you to such third party vendor or service provider.
13.4 We may provide access to certain third-party software or services as a convenience. We have no express or implied obligation to provide any technical or other support for such software or services. Please contact the appropriate software or service provider directly for technical support and customer service related to its software and/or service.
13.5 Your use of the Services is at your own risk. You understand and agree that the Services provided, including any Content listed therein, are provided on an “as is” and “as available” basis without warranties or conditions of any kind on the part of the Company or any of its Affiliates, either express or implied. The Company and its Affiliates make no representation or warranty:
(a) that the Services will meet your requirements;
(b) that the Services will be available on an uninterrupted, timely, secure, or errorfree basis;
(c) that the Services or the Company’s Content are lawful, accurate, complete, reliable, safe, error-free, free of other viruses or other harmful components;
(d) as to the value, fairness of price or value of use of Digital Assets; or
(e) of title, origin, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any Digital Asset or the Company’s Content.
13.6 The Company disclaims all other warranties or conditions, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by the applicable law, as to the Services and the Company’s Content.
13.7 We will not be responsible or liable to you for any loss in relation to your use of the Services, Digital Assets, or your disclosure of Content online, including but not limited to any losses, damages or claims arising from:
(a) User error such as forgotten passwords and private keys, incorrectly constructed transactions, or mistyped addresses;
(b) the purchase or inability to purchase Digital Assets on the Services;
(c) compromised or hacked accounts;
(d) server failure or data loss;
(e) corrupted Wallet files;
(f) unauthorised access to applications;
(g) any unauthorised third-party activities or breaches of security, including the use of viruses, phishing, bruteforcing or other means of attack against the Services; or
(h) issues with the blockchain supporting Digital Assets, including Forks, technical node issues, repudiated transactions, migrations or updates.
13.8 Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
LIMITATION OF LIABILITY
14.1 To the maximum extent permitted by law, neither the Company or its Affiliates, nor its service providers involved in creating, producing, or delivering the Services will be liable for any incidental, special, punitive, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Company, its Affiliates, or its service providers has been informed of, or could foresee, the possibility of such damage.
14.2 To the maximum extent permitted by law, neither the Company or its Affiliates, nor its service providers will be liable for any damages to your computer system, mobile device or data from the use of the Services and any third-party sites.
14.3 To the maximum extent permitted by law, in no event will the Company’s total liability, arising out of or in connection with these Terms or from your use of or inability to use the Services, exceed the amounts you have paid or are payable by you to the Company for your use of the Services, or one hundred (100) US dollars if you have not had any payment obligations to the Company, as applicable.
14.4 The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between the Company and you.
INDEMNITY
15.1 To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless the Company, and our respective past, present and future Affiliates, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, agents, representatives, predecessors, successors and assigns, from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:
(a) your use or misuse of the Services;
(b) your violation of these Terms;
(c) your use or disposal of any Digital Assets;
(d) your negligence or wilful misconduct; or
(e) your violation of the rights of a third party or of applicable law.
15.2 You agree to promptly notify us of any Claims and cooperate with us in defending such Claims. You further agree that the Company shall have control of the defence or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and the Company.
GENERAL TERMS
16.1 Governing law. These Terms will be governed and construed in accordance with the laws of Singapore, and any action related thereto will be governed by the laws of Singapore, without regard to conflict of laws of Singapore or any other jurisdiction.
16.2 Dispute resolution.
16.2.1 You and the Company each agree that any dispute, claim or controversy arising out of or relating to these Terms, including any question regarding its existence, validity or termination (collectively, “Disputes”), 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 provision. The seat of arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English. Any arbitration hearings will take place in Singapore, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the SIAC Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.
16.2.2 Payment of all filing, administration and arbitrator fees will be governed by the SIAC Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If you prevail in arbitration you may be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
16.2.3 Section 16.2.1 above shall be subject to the following limited exceptions:
(a) subject to the express written consent of you and the Company, a Dispute may be resolved in a small claims court if it qualifies, provided the claims remain only in such court; and
(b) the Company retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our Intellectual Property Right.
16.2.4 You and the Company agree to resolve disputes in good faith prior to either party initiating an arbitration, small claims court proceeding or equitable relief for Intellectual Property Right infringement.
16.2.5 You and the Company each waive the right to a trial by jury or to participate in a class, representative or consolidated action or proceeding. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding, without the written permission of all parties involved.
16.3 Suspension and termination.
16.3.1 We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be construed as a breach of these Terms by the Company. In accordance with our anti-money laundering, anti-terrorism, antifraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilise the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services. We also reserve the right to cooperate with law enforcement authorities and disclose any information in our possession or from our Services that we deem necessary to meet any applicable laws, regulations or legal processes.
16.3.2 You acknowledge and agree that we shall have no liability or obligation to you in such event that we suspend or terminate your access to the Services, and that you will not be entitled to a refund of any amounts that you have already paid to us.
16.3.4 Upon any termination of these Terms, all sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding such termination. Termination will not limit any of our other rights or remedies at law or in equity.
16.4 Entire agreement. These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Services.
16.5 Assignability. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
16.6 No waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
16.7 Severability. If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, then the invalid or unenforceable part will be severed from the Terms while the remaining parts of these Terms will remain in full force and effect.
16.8 Notices and communications. By using our Services, you consent to receiving electronic communications from us (including email, App messages, or other types of messages). Any notices or other communications provided by the Company under these Terms will be given via [email protected]. Communication made by email will constitute written notice for the purposes of these Terms when the email is opened and receipt acknowledged (including by way of a mail delivery report or system record confirming receipt by the other party) except where the time of dispatch is not between 09:00am and 5:00pm on a day on which business is generally carried on in the place to which such notice is sent, in which case the notice will be deemed to have been received at the commencement of business on the next such day in that place.
16.9 Force majeure. The Company shall not be liable for any action, omission, duty or obligation due to any occurrence that is beyond our control, including:
(a) any future laws or regulations;
(b) any act of God or war;
(c) terrorism;
(d) any epidemic or pandemic;
(e) hacking or other attack on the Services;
(f) the unavailability, disruption or malfunction of any network or blockchains;
(g) the unavailability, disruption or malfunction of the Internet; or
(h) any unavailability, disruption or malfunction of any system, software, network or infrastructure necessary for the Services to function.
16.10 Rights of third parties. Unless expressly provided to the contrary in these Terms, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 of Singapore (as may be amended, supplemented or replaced from time to time) to enforce or enjoy the benefit of any provision in these Terms.
16.11 Feedback. We welcome feedback and suggestions for the Services. You agree that any feedback provided to us can be used at our discretion in any manner, without notice and without compensation to you.
16.12 Contact information. If you have any questions about these Terms or the Services, please contact us at [email protected].
17.1 Acceptance: By participating in any offer and/or reward provided by BasedApp, you agree to be bound by these Terms and Conditions.
17.2 Variation: BasedApp reserves the right to vary, modify, or update these Terms and Conditions at any time without prior notice. Any changes made will become effective immediately upon posting the revised terms on the BasedApp website or application. It is your responsibility to review the Terms and Conditions periodically to stay informed of any updates.
17.3 Eligibility: The offer is open to individuals who meet the eligibility criteria specified by BasedApp. The eligibility requirements may be subject to change, and BasedApp reserves the right to determine participant eligibility at its sole discretion.
17.4 Description: The details of the offer, including benefits, features, or services provided, are subject to change by BasedApp without prior notice. BasedApp reserves the right to alter, suspend, or terminate the offer at any time without liability.
17.5 Duration: The duration of the offer will be specified by BasedApp, and it may be subject to change or termination at any time.
17.6 Limitations: The offer may be subject to limitations, such as usage restrictions, geographic restrictions, or other restrictions as deemed necessary by BasedApp. You agree to comply with these limitations.
17.7 Termination: BasedApp reserves the right to terminate the offer, in whole or in part, at any time without liability. Upon termination, all rights and privileges granted under this offer will cease to exist.
17.8 Intellectual Property: All trademarks, logos, service marks, and copyrighted material used or displayed in connection with this offer are the property of BasedApp. You shall not use, copy, or distribute any of these materials without prior written consent from BasedApp.
17.9 User Conduct: While participating in this offer, you agree not to engage in any unlawful, harmful, offensive, or abusive behavior that may adversely affect BasedApp or its users.
17.10 Disclaimer of Liability: BasedApp shall not be held liable for any damages, losses, or expenses arising out of or in connection with this offer, including but not limited to direct, indirect, incidental, consequential, or punitive damages.
17.11 Indemnification: You agree to indemnify and hold BasedApp, its affiliates, officers, employees, and agents harmless from any claims, liabilities, damages, or expenses arising from your participation in this offer or violation of these Terms and Conditions.
17.12 Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflicts of law principles.
17.13 Severability: If any provision of these Terms and Conditions is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17.14 Entire Agreement: These Terms and Conditions constitute the entire agreement between you and BasedApp regarding the offer and supersede any prior agreements or understandings, whether oral or written.
© Copyright 2023 BasedApp. All rights reserved