- User Agreement - Global
- User Agreement - Lithuania
- User Agreement
- User Agreement UAE
- User Agreement - Indonesia
- Risk Disclosure
- Reverse Solicitation
- Fasset Entities
- Terms and Conditions - Crypto Staking
- Broker Dealer Service Rulebook
A. This User Agreement ("Agreement") is a valid, binding and enforceable contract between you and Fasset Labuan Limited (Company No. LL17311), a company limited by shares incorporated under the Labuan Companies Act 1990, with its registered address at Jalan Merdeka, Unit Level 14 (B) & 14 (C), Main Office Tower, Financial Park Labuan, Labuan, 87000, Malaysia (“Fasset” which term shall, unless repugnant to the context, also include Fasset Group).
In this Agreement, capitalized terms shall have the meanings ascribed to them in this Section 1.1 (Definitions) or at the relevant place where such term is defined in this Agreement:
AML-CTF means anti-money laundering, counter terrorist financing, Sanctions and non-proliferation of weapons of mass destruction.
means all amounts that, at any time, in connection with this Agreement and the Terms (including Transactions in connection therewith), whether at contract, law or otherwise, and whether or not of a type within the contemplation of the parties at the date of this Agreement:
- i. Are payable, are owed but not currently payable, are contingently owed, or remain unpaid, by you to Fasset Group;
- ii. Fasset Group has advanced or paid on your behalf or at your express or implied request;
- iii. You are liable to pay by reason of any act or omission on your part, or that Fasset Group has paid or advanced in upholding this Agreement and the Terms following an act or omission on your part; or
- iv. Are reasonably foreseeable as likely, to fall within any of the above paragraphs (i) to (iii).
The foregoing applies:
- a. Irrespective of the capacity in which you or Fasset Group became entitled to, or liable in respect of, such amounts;
- b. Whether you are or Fasset Group is liable as principal, debtor, surety, or otherwise;
- c. Whether you are liable alone, or together with another person;
- d. If you owe an amount or obligation to Fasset Group because it was assigned to Fasset Group, whether or not:
- The assignment was before, concurrent with, or after the date of this Agreement;
- You agreed to or were aware of the assignment; or
- The assigned obligation was secured or not before the assignment;
For the avoidance of doubt, Amounts Payable include all fees and costs incurred by Fasset Group in carrying out its functions and/or exercising its rights and obligations under and in accordance with this Agreement (which includes the costs of any agent, delegate, nominee or custodian appointed by Fasset Group under this Agreement).
Applicable Law means common law, principles of equity, and laws enacted by a government or relevant Authority, including regulations, rules, directives, requests, policies, codes, circulars, guidelines or other instruments (whether or not having the force of law), and consolidations, amendments, re-enactments or replacements of any of them from time to time.
Asset means any digital asset not being a Fiat Currency, that is:
- i. Capable of being transferred, stored and traded; and
- ii. Expressed as a unit;
Authority means the Labuan Financial Services Authority as established under Section 3 of the Labuan Financial Services Authority Act 1996 (Act 545 of the Laws of Malaysia) and where applicable any government (including its instrumentalities) or regulatory authority, enforcement body or agency in Malaysia or (if applicable) outside Malaysia, including Tax authorities.
Blacklisted Person means a person who in our sole opinion is:
- i. In breach of the Applicable Laws of any jurisdiction
- ii. In contravention of any requirements relating to AML-CTF and/or is subject to any Sanctions;
- iii. In a list of persons with whom dealings are prohibited by the United Nations or the Authority of any relevant jurisdiction; or
- iv. Acting on behalf, or for the benefit of, any person described in paragraphs (i) to (iii) above.
Business Day means a day that is not a Saturday, Sunday, or a “public holiday” or “bank holiday” for the purposes of the Holidays Act 1951 (Act 369 of the Laws of Malaysia) as extended and modified by the Federal Territory of Labuan (Extension and Modification of Holidays Act 1951) Order 2005.
Control including the terms "controlled by" and "under common control with" means the power to directly or indirectly:
- i. Determine the management or policies of a person;
- ii. Control the membership of the board of directors or other governing body of a person; or
- iii. Control the casting of more than one half of the maximum number of votes that may be cast at a general meeting of the person,
regardless of whether the power mentioned in paragraphs (i) to (iii) above is in writing or not, enforceable or unenforceable, expressed or implied, formal or informal or arises by means of trusts, agreements, arrangements, understandings, practices or otherwise.
Fasset Exchange means the crypto exchange that is operated by Fasset under the approval of the Authority under the Labuan Financial Services and Securities Act.
Fasset Group means collectively Fasset and all affiliates and group companies of Fasset as well as any entities which are in Control of or are Controlled by or are under common Control with Fasset.
Fiat Currency means currency, not being an Asset, that is legal tender in a country or territory and has been approved by Fasset for use as such on the Fasset Exchange
Force Majeure Event means any event that is beyond the control of Fasset which prevents it from performing its obligations under this Agreement, including without limitation acts of God or a public enemy; acts of a civil or military authority; embargoes; natural disasters; epidemic or pandemic; labor disputes; failure in or of internet, telecommunication, technology, systems or equipment; or any law, decree, regulation or order of any Authority or any court or tribunal.
Intellectual Property means any patent, copyright, trademark (including any design trademark and trade-name service mark) right to know-how (which shall include the production know-how), source code, script, encryption, techniques, technology, information of a confidential nature or trade secrets; any application, registration or right to apply for registration of any rights referred to above; and any other intellectual property rights belonging to or licensed to a person or any of its affiliates in respect thereof.
Labuan means the Federal Territory of Labuan, Malaysia.
Labuan Financial Services and Securities Act means the Labuan Financial Services and Securities Act 2010 (Act 704 of the Laws of Malaysia).
Parties means collectively, you and Fasset, and "Party" is to be interpreted accordingly.
Sanctions means any economic sanctions laws, regulations, embargoes or restrictive measures imposed by Labuan, the United Nations Security Council, the United States of America, and/or the European Union or any of its member states.
- i. Any tax, levy, impost, deduction, charge, rate, withholding or duty by whatever name called, levied, imposed or assessed by a government or governmental authority for and on behalf of a government (including withholding tax, goods and services tax, value added tax, sales tax, consumption tax, stamp duty and Transaction duties or any similar impost imposed or levied); and
- ii. Any interest, penalty, charge, fine, fee or other amount of any kind assessed, charged or imposed on or in respect of the above (including in connection with any failure to pay or any delay in payment).
- 1.2.1. Headings and terms used for definitions are for convenience only and do not affect interpretation of this Agreement.
- 1.2.2. In this Agreement, unless repugnant to the context:
- i. References to "we", "our" or "us", are to Fasset, and references to "user", "you" or "your" are to the person with whom Fasset enters into this Agreement;
- ii. Any reference to an Asset or Fiat Currency includes any part or fraction of that Asset or Fiat Currency;
- iii. The meaning of general words is not limited by specific examples introduced by "including", "for example", "such as" or other such expressions;
- iv. The singular includes the plural and vice versa;
- v. All of the terms and conditions of this Agreement including but not limited to all introductory paragraphs, recitals, and all schedules and documents attached hereto are contractual and binding upon the Parties hereto and are incorporated herein by reference;
- vii. A reference to “person” includes an individual, a body corporate, a partnership, a joint venture, undertaking, unincorporated association and an authority or any other person or organization;
- viii. A reference to a particular person includes the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
- ix. A reference to any date or time of the day refers to that date or time of the day in Labuan;
- x. A period of time starting from a given day or the day of an act or event, is to be calculated exclusive of that day;
- xi. If a person is required do something on or by a given day and it is done after 5.00pm on that day, it shall be considered to have been done on the next day;
- xii. If the day on which a person is required to do something is not a Business Day, the person is required to do it on the next Business Day; and
- xiii. A reference to “law” includes common law, principles of equity and legislation (including statutes, regulations, orders, rules, by-laws, ordinances and proclamations) and includes any consolidations, amendments, re-enactments or replacements of any of them.
- a. Fasset (including any officer, employee, consultant, advisor, agent or director);
- b. Any agent, contractor, sub-contractors, service providers, lawyers, professional advisers, or associates of the Fasset (including their employees, directors, officers, interns, agents, contractors, service providers and professional advisers);
- c. Our business alliances or partners who may provide their products or services to us and/or to you and any third party service provider who provides administrative, telecommunications, computer, storage, payment, custodial, liquidity or other services to Fasset in connection with the operation of its business (including their employees, directors, officers, interns, agents, contractors, service providers and professional advisers);
- d. Any Authorities;
- e. Any other person under a duty of confidentiality to Fasset which has undertaken to keep such information confidential or any parties which are necessary in disputes or fraud investigation for the purposes of paragraph 6(l), including card payment network providers;
- f. Any person to whom Fasset is under an obligation or required or expected to make disclosure for the purposes of any guidelines set out, or in connection with paragraph 6(m), (n), (o), (p) & (q);
- g. Any actual or proposed assignee of Fasset or transferee of Fasset’s rights in respect of your Account and/or relationship with us;
- h. Any party acquiring interest in, or assuming risk in, or in connection with, the Accounts, products and/or services provided by Fasset;
- i. Any third party who provides services to you;
- j. Third party financial institutions, insurers, credit card companies, exchanges, liquidity providers, or banks;
- k. Third party reward, loyalty, co-branding and privileges programme providers;
- l. Co-branding partners of Fasset (the name of such co-branding partners will be provided during the application of the relevant services and products, as the case may be);
- m. External service providers (including but not limited to mailing houses, telecommunication companies, telemarketing and direct sales agents, call centres, data processing companies and information technology companies) that Fasset engages for the purposes set out in paragraph 6(j);
- n. Other financial institutions, credit reference agencies, credit scoring agencies, any authority in relation to the crypto currency and/or digital assets industry; the police; any other governmental or regulatory authority or body, any insolvency department and in the event of default, to debt collection agencies;
- o. Any present or prospective security or liquidity providers for the products and services; and/or
- p. Any persons authorized by you wherever located, including in jurisdictions which do not have data protection laws that provide the same level of protection as Malaysia. Whether it is processed in Malaysia or overseas, in accordance with PDPA, your Data will be protected by a strict code of secrecy and security which Fasset, its staff and third parties are subject to. You understand that Fasset or any of the recipients will be obliged to disclose Data if legally compelled to do so by any Laws.
2.2. You agree that each time before accessing or using the Site and / or Services you will ensure that you are not doing so from a Restricted Territory and would not be breaking any Applicable Laws, rules or regulations in any jurisdiction including in any Restricted Territory, by doing so.
3.1. This Agreement shall come into force from the date on which you have registered an Account (the “Effective Date”) and shall continue in full force and effect until and unless you cease to have an Account for any reason whatsoever or unless terminated pursuant to Section 10 (Suspension, Termination and Cancellation).
3.2. Upon your ceasing to have an Account for any reason whatsoever, this Agreement shall terminate and cease to continue in full force and effect with immediate effect. Provided any termination shall not affect the rights of Fasset which have accrued or arisen prior to and up to the date of such termination.
4.1. Asset Services. The following services (the "Asset Services") may be provided to you by Fasset:
- 4.1.1. One or more Accounts on the Fasset Exchange enabling you to access and use your Wallet, and to view and track your balances of Assets and Fiat Currency;
- 4.1.2. One or more wallets on the Fasset Exchange (“Wallet”) enabling you to store, track, transfer, and manage your balances of Assets and Fiat Currency; and
- 4.1.3. Enabling you to obtain prices for your purchases, sales and swaps of Assets, and (subject to compliance by you of all the Terms that may be prescribed by Fasset from time to time) carry out any purchases or sales or swaps of Assets on the Fasset Exchange, subject to the terms and conditions of this Agreement and the Terms.
4.2. Custodial Services. You hereby appoint us to act as your custodian to hold the Assets and Fiat Currency in trust for you and Fasset shall accordingly act as a custodian to hold Assets and Fiat Currency on trust for you and all users on the Site in accordance with the terms and conditions of this Agreement and the Terms (“Custodial Services”). Fasset’s Custodial Services are limited to those set out in this Agreement and may be provided by any entity in the Fasset Group or by a third party, at the sole discretion of Fasset.
4.3. Third Party Service Providers. Fasset Group may use certain service providers to make certain Services, functions or information available to the user. We may change any service provider at any time without prior notice. In addition to this Agreement and the Terms, your access and use of the Site and Services is subject to the terms and conditions imposed by relevant third parties from time to time, as notified to you as per the terms of this Agreement for such Communication.
4.4. Fees. A full list of the applicable fees for the Services are set out on the Site.
- 4.4.1. You hereby agree to pay us, in each case as notified by us:
- i. Any costs incurred by Fasset Group in providing the Services including any charges levied in respect of any services provided by third parties;
- ii. Any Taxes and charges which are payable in connection with this Agreement, the Terms and the Services; and
- iii. Any other applicable Amounts Payable to Fasset Group.
- 4.4.2. You hereby agree and undertake that the calculations and other determinations and records of Fasset are final and binding on you.
5.1. Registration. To use the Services, you will need to register for an account ("Account") by providing your name and email id, setting a password and accepting the Terms and this Agreement. By using an Account, you agree and represent that you will use the Services only for yourself, and not on behalf of any third party, unless you have obtained prior written approval from Fasset. You shall be fully responsible for all activities that occur under your Account. We may, in our sole discretion, refuse to open an Account for you, or limit the number of Accounts that you may hold or suspend or terminate an Account in whole or in part, or the trading of specific Assets in your Account in whole or in part
- a . check whether Fasset holds Data about you and request for a copy of such Data held by us;
- b . request Fasset to correct any Data relating to you which is inaccurate;
- c . request clarification on Fasset's policies and practices in relation to Data and to be informed of the kind of Data held by Fasset.
5.2. Third Party Access
- 5.2.1. If, and to the extent approved by Fasset in writing from time to time, you grant express permission to a third party to access or connect to your Account(s), either through the third party's product or service or through the Site, you acknowledge that granting such permission to a third party to take specific actions on your behalf does not relieve you of any of your obligations and/or responsibilities under this Agreement. You shall be fully responsible for all acts or omissions of any third party with access to your Account(s) and any action of such third party shall be considered to be an action authorized by you. Further, you acknowledge and agree that you shall not hold Fasset responsible for, and will indemnify Fasset from, any loss or liability arising out of or related to any act or omission of any third party with access to your Account(s).
- 5.2.2. Notwithstanding the foregoing, you understand and agree that you shall not permit any other person to access or use the Site, any information, Services or Materials or otherwise deal with them for the benefit of any other person or in any way that is not specifically contemplated by this Agreement or the Terms (including without limitation by downloading, copying, reproducing, adapting, reverse engineering, repurposing, publishing, selling, or distributing them).
5.3. Identity Verification
- 5.3.1. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes, including without limitation as set out in Schedule 1 (Verification Procedures and Limits) and authorize us to maintain a record of such information. You will need to complete certain verification procedures before you are permitted to start using the Services and to access specific Services, including certain transfers of Assets, and the limits that apply to your use of the Services may be altered as a result of information collected on an ongoing basis.
- 5.3.3. In addition to providing such information, you authorize us to maintain a record of that information during the period for which your Account is active and for a period of five (5) years after your Account is closed, in compliance with global industry standards on data storage. You also authorize us to conduct necessary investigations directly or through third parties to verify your identity or protect you and/or us from financial crimes, such as fraud.
6. ACCOUNT MANAGEMENT
6.1. Transaction History
- 6.1.1. Your Transaction history (“Transaction History”) will be available in your Account. Your Transaction History contains all of your activities, including pending Transactions, completed Transactions, deposits and withdrawals as well as your Wallet balances. However, please take note that nothing in your Transaction History should be treated as a valuation.
- 6.1.2. We use commercially reasonable efforts to assure that the information contained in the Communication we send you and your Transaction History are accurate and reliable. However, errors may sometimes occur and such errors do not impact the actual means and results of a given Transaction.
- 6.1.3. Any Transaction listed in your Transaction History or other Communication including, but not limited to, receipts sent to your email id on record shall be deemed and treated as authorized and correct, approved and confirmed by you.
6.2. Review and Acknowledgment
- 6.2.1. You understand that it is your sole responsibility to review your Transaction History and any Communication from us. You also understand that for the purposes of review and acknowledgement, you agree to deemed to have reviewed your Transaction History and all Communication at least on a bi-monthly basis. If for any reason you are unable to do so, or you do not receive our Communication, it is your responsibility to immediately notify us in writing.
- 6.2.2. You understand that every Communication sent to your email id on record will be deemed to have been acknowledged as correct, approved and confirmed by you.
- 6.2.3. We retain the right to make changes to your Account as necessary and appropriate, in our sole discretion, to comply with any Applicable Laws and regulations or to ensure market integrity.
7. ASSET SERVICES
- 7.1.1. Your Wallet enables you to send Assets to, and request, receive, and store Assets from, third parties by giving instructions through the Fasset Exchange as well as to purchase, sell and swap Assets as detailed in Section 7.1.2 and Section 7.1.3 (each such transaction is a "Transaction").
- 7.1.2. The Services enable you to buy Assets using Fiat Currency supported and approved by Fasset. Conversely, when you sell Assets, you may elect to receive Fiat Currency supported and approved by Fasset.
- 7.1.3. The Services may also enable you to swap different Assets supported and approved by Fasset.
7.2. Fiat Currency Transactions
- 7.2.1. Subject to Section 7.2.3, you may purchase supported Assets by linking a valid payment method for Fiat Currency to your Wallet. You authorize us to debit funds using your selected payment method(s) to complete your purchase. Although we will attempt to deliver to you as promptly as possible Assets purchased by you, funds may be debited from your selected payment method before the status of your Transaction is shown as complete, and Asset is delivered to your Wallet.
- 7.2.2. You may sell Assets in exchange for Fiat Currency supported and approved by Fasset. In such circumstances, you authorize us to debit your Wallet and to send instructions to credit your selected payment method(s) in settlement of the relevant sell Transactions. We will send these instructions as soon as reasonably possible. Any Fiat Currency should be credited to your selected payment method(s) by the end of the Business Day on which we send such instructions.
- 7.2.3. You shall not link any onshore bank accounts from a Restricted Territory to your Wallet. We assume no responsibility for any issues, liabilities or losses and prohibit all Transactions including any deposits and withdrawals of monies to and from any onshore banks of any Restricted Territory; or investing and trading with any monies from any onshore banks of any Restricted Territory when using the Site.
7.3. Transaction Fulfillment. We will make reasonable efforts to fulfill all of your Asset Transactions subject to the terms and conditions of this Agreement and the Terms, but in some circumstances, we may be unable to do so. If this is the case, we will notify you and seek for your approval to re-attempt the Asset Transaction at the current Exchange Rate.
7.4. Payment Methods. The availability of a method of payment depends on a number of factors including without limitation, your location, the identification information you have provided us with, and limitations imposed by third party payment processors.
7.5. Conversion and Conversion Fees
- 7.5.1. Where it is necessary to convert any Asset from one type to another, or to Fiat Currency, the relevant Asset will be converted at such rate or rates, in accordance with Applicable Law and such method and as at such date as may be determined by Fasset but having regard to current conversion rates, if available. Any rate, method and date so specified will be binding on you.
- 7.5.2. Further, each Transaction of Asset may be subject to a fee (a "Conversion Fee"). The applicable Conversion Fee will be displayed to you on the Site prior to each Transaction and is stated in each receipt we issue to you. We may revise our Conversion Fees at any time. At our sole discretion, we may or may not process a Transaction if the Conversion Fee and any other associated fees would, together, in our opinion, exceed the value of your Transaction.
7.6. Exchange Rates
- 7.6.1. Each purchase, sale or swap of Assets is also subject to the Exchange Rate for the given Transaction. The "Exchange Rate" means the price of a given supported Asset in Fiat Currency or otherwise as quoted on the Site. The Exchange Rate is stated either as a "Buy Price" or as a"Sell Price" or as a “Swap Rate”, which is the price at which you may buy or sell Asset or the rates for swap of Assets, respectively.
- 7.6.2. You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate or the Swap Rate Exchange Rate at any given time, and that we may add a margin or 'spread' to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorize a Transaction. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy, sell and/or swap Assets on the open market at any particular price, rate or time.
7.7. Authorizations; Reversals; Cancellations
- 7.7.1. By clicking the 'Buy', 'Sell' or 'Swap' button or any equivalent button on the Site, you are authorizing Fasset to initiate the Transaction at the quoted Buy Price, Sell Price or Swap Rate and agree to any associated Conversion Fees and Exchange Rates.
- 7.7.2. You cannot cancel, reverse, or change any Transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize us, in our sole discretion, either to cancel the Transaction or to debit your other payment methods, including balances in your Wallet, for any amount necessary to complete the Transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider.
7.8. Asset Transactions
- 7.8.1. We will process Transactions in accordance with the instructions we receive from you. You should verify all Transaction information prior to submitting the relevant instructions to us. We do not guarantee the identity of any user, receiver, requestor or other third party and we shall have no liability or responsibility for ensuring that the information you provide is accurate and complete.
- 7.8.2. Transactions cannot be reversed once they have been broadcasted to the relevant Asset network.
- 7.8.3. We may charge network fees ("Network Fees") to process a Transaction on your behalf. The estimated Network Fees for a particular Transaction will be disclosed at the time of initialization by you of a Transaction. Such estimated Network Fees shall be for indicative purposes only, which Fasset reasonably believes to be necessary for the successful completion of the relevant Transaction. You have the right to input such lower amount of Network Fees that you deem appropriate but in such a case, there will be a risk of the relevant Transaction not being able to be completed by Fasset. The applicable Network Fees will be displayed upon completion of submission of the relevant Transaction to the Asset network at the checkout page.
- 7.8.4. When you or a third party sends Asset to a Wallet from an external wallet not hosted on the Fasset Exchange, the person initiating the Transaction is solely responsible for executing the Transaction properly, which may include, among other things, payment of Network Fees in order for the Transaction to be successful. Non- payment of Network Fees may cause your Transaction to remain in a pending state outside of Fasset's control and we are not responsible for delays or losses incurred as a result of an error in the initiation of the Transaction and have no obligation to assist in the remediation of such Transactions.\
- 7.8.5. Once submitted to an Asset network, a Transaction will be unconfirmed for a period of time pending sufficient confirmation of the Transaction by the Asset network. A Transaction is not complete while it is in a pending state. Asset associated with Transactions that are in a pending state will be designated accordingly and will not be included in your Trading Account balance or be available to conduct Transactions until confirmed by the network.
- 7.8.6. We may also cancel or refuse to process any pending Transaction as required by law, regulation or any court or other authority to which Fasset is subject in any jurisdiction
- 7.8.7. You agree and acknowledge that, although we will process Transactions in accordance with the instructions we receive from you, we may or may not (at our sole discretion) co-mingle your Assets with the Assets of Fasset Group or other persons. Notwithstanding the foregoing and pursuant to Section 4.2 (Custodial Services), Fasset shall always act as a custodian to hold those Assets in your Wallet on trust for you. For the avoidance of doubt, beneficial title to all those Assets in your Wallet shall at all times remain with you until and unless the Transaction for transfer or withdrawal of your Assets out of your Wallet has been duly completed.
7.9. Supported Assets
- 7.9.1. Our Asset Services are available only in connection with those Assets that Fasset supports from time to time.0
- 7.9.2. Under no circumstances should you attempt to use your Wallet to store, send, request, or receive Assets in any form that we do not support (although we will use reasonable efforts to help you move or sell Asset that we no longer support). We assume no responsibility or liability in connection with any attempt to use your Wallet for Assets that we do not support.
7.10. Advanced Protocols
- 7.10.1. Unless specifically announced on the Site or by way of an official public statement made by Fasset, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with an Asset we support (collectively, "Advanced Protocols"). You should not use your Account to attempt to receive, request, send, store, or engage in any other type of Transaction involving an Advanced Protocol. The Site is not configured to detect and/or secure Advanced Protocol transactions.
- 7.10.2. You acknowledge and agree that we shall have no responsibility whatsoever in respect of an unsupported Advanced Protocol.
7.11. Asset Storage & Transmission Delays. The Fasset Group securely stores Asset private keys by way of offline storage only, which is the means by which you can securely approve a Transaction. For the purpose of this Section 7.11 (Asset Storage & Transmission Delays), “offline storage” means storage in devices which are not connected to the internet (for example, USB hardware wallets). As a result of our security protocols to facilitate a Transaction in accordance with your instructions, you acknowledge that this may delay the initiation or crediting of such Transaction.
7.12. Third Party Payments. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from, sell to, or swap with any third party (including other users of the Asset Services). We are not responsible for ensuring that a third party you transact with will complete the Transaction or is authorized to do so. If you experience any problem with any goods or services purchased from, sold to, or swapped with any third party using Asset transferred using the Asset Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party.
7.13. Asset Protocols
- 7.13.1. We do not own or control the underlying software protocols which govern the operation of Assets supported on the Fasset Exchange. Generally, the underlying protocols are 'open source' and anyone can use, copy, modify, and distribute them.
- 7.13.2. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee their functionality, security, or availability. You acknowledge and accept the risk that underlying software protocols relating to any Asset you store in your Wallet may change.
- 7.13.3. In particular, the underlying protocols are likely to be subject to sudden changes in operating rules ("fork(s)"), and such forks may materially affect the value, function, and/or the name of the Asset you store in your Wallet. We may, without being obligated to do so in any manner, provide you with notices or alerts on forks in accordance with Section 18.8 (Contact Information) and you must read such notices or alerts received from us to consider how to deal with upcoming forks.
- 7.13.4. However, it is your responsibility to make yourself aware of, and consider how to deal with, upcoming forks. In the event of a fork, there is a risk that we may need to temporarily suspend operations in relation to that fork without providing advance notice to you. We may, in our reasonable discretion, decline to support either or both branches of a fork. You acknowledge the risks presented by forks and you accept that we shall have no responsibility to assist you to move or sell an unsupported branch of a forked protocol.
7.14. Title to Assets. You agree and acknowledge that all Assets in your Wallet are custodial assets held by Fasset on trust for your benefit. Among other things, this means:
- 7.14.1. Beneficial title to the Assets in your Wallet shall at all times remain with you and shall not transfer to any company in the Fasset Group. As the owner of the Assets in your Wallet, you shall bear all risks of loss of such Assets. No company within the Fasset Group shall have any liability for fluctuations in the Fiat Currency value of the Assets in your Wallet;
- 7.14.2. You control the Assets in your Wallet. At any time, subject to outages, downtime, and other applicable policies read with this Agreement and the Terms, you may withdraw the Assets by sending any of them to a different blockchain address controlled by you or a third party; and
- 7.14.3. In order to hold the Assets in your Wallet in a more secure manner, Fasset Group may use shared blockchain addresses, controlled by a member of the Fasset Group, to hold Assets held on behalf of customers and/or held on behalf of other members of the Fasset Group. Although we maintain separate ledger accounting entries for customers and Fasset Group accounts, no member of the Fasset Group shall have any obligation to segregate by blockchain address Assets owned by you from Assets owned by other customers or by any member of the Fasset Group.
7.15. Title to Fiat Currencies. You agree and acknowledge that all Fiat Currencies held for you in Fasset's client bank account (“Client Bank Account”) are held on trust for your benefit. Among other things, this means:
- 7.15.1. Beneficial title to the Fiat Currencies held for you in the Client Bank Account shall at all times remain with you and shall not transfer to any company in the Fasset Group. As the owner of the Fiat Currencies in the Client Bank Account, you shall bear all risks of loss of such Fiat Currencies. No company within the Fasset Group shall have any liability for fluctuations in the Fiat Currencies in the Client Bank Account;
- 7.15.2. You control the Fiat Currencies held for you in the Client Bank Account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw the Fiat Currencies by sending a withdrawal request to Fasset; and
- 7.15.3. Fasset Group will hold your Fiat Currencies in a bank account controlled by a member of the Fasset Group. Although we maintain separate ledger accounting entries for customers and Fasset Group accounts, no member of the Fasset Group shall have any obligation to maintain separate bank accounts to segregate Fiat Currencies owned by you or by other customers or by any member of the Fasset Group.
8. CUSTODIAL SERVICE
8.1. Maintaining Sufficient Assets and Fiat Currency
- 8.1.1. You agree at all times to maintain sufficient Assets and Fiat Currency in your Wallet(s) for the purpose of effecting your instructions and for paying any Amounts Payable.
- 8.1.2. You acknowledge and agree that if at any time there are (having regard to other payments debited or due to be debited) insufficient Assets and/or Fiat Currency in a relevant Wallet, Fasset Group may, in our absolute discretion and without any obligation to do so:
- i. decline to execute you instructions;
- ii. force-sell and/or incorporate any of your Asset or Fiat Currency held by Fasset Group on your behalf; and
- iii. transfer your Assets and/or Fiat Currency as necessary to / from any other Wallet without further instruction or sanction from you, in addition to any other rights it may have under Applicable Law.
- 8.2.1. You may send, receive and store the Assets by providing instructions to Fasset as your custodian.
- 8.2.2. You may also request Fasset in its capacity as your custodian to transfer the your Assets from your Wallet to a specified blockchain address by providing instructions to that effect. You must ensure that there are sufficient Assets and Fiat Currency in your Wallet to cover any such Transaction(s).
8.3. Instructions to Fasset for Custodial Services
- 8.3.1. You authorize us to accept, rely upon and/or act upon any instructions received by us without inquiry, assuming the authenticity of any such instructions given or purportedly given by you or any person authorized by you, or that any person claiming to be your authorized representative is in fact that person. You acknowledge and agree that once given, an instruction cannot be revoked and if acted on by Fasset, the instruction will be binding on you.
- 8.3.2. Fasset reserves the right at all times to decline to accept your instructions, without giving any reason or explanation or prior notice. For example, Fasset may, in addition to any other rights it may have:
- i. Decline to act on your behalf or accept your instructions where we believe that the instruction could result in a breach of any Applicable Law, or that it is unclear, ambiguous or incomplete;
- ii. Where you, or a person we believe is connected with you, appears to be a Blacklisted Person, refuse to process or complete any instruction, suspend the provision of a product or Service to you, refuse to permit or to facilitate any of the Assets or Fiat Currency held by Fasset Group to be used or dealt with, refuse to make any Assets or Fiat Currency available to you or to any other Blacklisted Person or other person or terminate this Agreement; and
- iii. Decline to act where there are insufficient Assets or Fiat Currency in the Wallet to carry out the instructions, or where the Transaction does not comply with any limit that applies.
- 8.3.3. If Fasset exercises its rights under Section 8.3.2(iii), you must pay Fasset on demand any loss that Fasset incurs in relation to any action taken under that Section or any Applicable Law.
- 8.3.4. We may complete your instructions by multiple Transactions and you authorize us to accumulate those Transactions on a single record and specify the volume weighted average price for those Transactions.
8.4. Risk Factors
This Section provides a summary of certain risks relating to using Custodial Services. There are other risks involved in using the Custodial Services. In addition to the risks detailed in Section 12 (Risks and Liability) following general risks apply to the Custodial Services:
- 8.4.1 as the custodian Fasset has a number of rights pursuant to this Agreement that may adversely affect your position and result in loss. For example, where Section 8.5 applies, Fasset may sell your Assets from your Wallet and Fasset may not be in a position to return the same Assets at the time they are requested by you. Furthermore, our ability to safeguard your Assets is not absolute;
- 8.4.2 there may be circumstances where your ability to withdraw any Asset is delayed or restricted. Fasset may (but is not obliged) to notify you of such delay or restriction;
- 8.4.3 the operation of the Custodial Services may require third party contractors with particular expertise in blockchain technology. The availability of such contractors is limited. There may not be sufficient (or any) such contractors available on terms deemed acceptable by Fasset. The costs associated with any such contractors may be significantly greater than currently estimated. Further, the quality, reliability and timely delivery of services by such contractors may vary significantly. These may impact the delivery of the Custodial Services.
8.5. Use of Your Assets.You hereby acknowledge having read and understood and hereby expressly agree to the following:
- 8.5.1. Fasset may, without giving you notice:
- i. acquire, hold or dispose of any of your Assets held by us;
- ii. enter into any Transaction with any person in respect of your Assets; and
- iii. otherwise use, transfer, commingle, assign, pledge or hypothecate your Assets held by us, for our own purposes at our absolute discretion, free from any claim or right of any nature with you, and in each case with the same rights as we would have had if we were not acting as trustee (in case we have capacity of trustee in any such situation).
- 8.5.2. Where we exercise our rights under Section 8.5.1, we will transfer Assets of an identical type, and in the same amount, of the relevant Assets back to you upon your demand. We make no representations, warranties or undertakings with respect to such returned Assets.
- 8.5.3. We may retain for our own account all fees, profits, interest, income or other benefits received in connection with our use of your Assets under Section 8.5.1. You waive and relinquish in our favor all claims for such fees, profits, interest, income or other benefit that may accrue with respect to such Assets.
- 8.5.4. In the event of an irreconcilable shortfall in the our holdings (for any reason), you may not receive full entitlement and return of the Assets, and may share in that shortfall pro-rata among other users of the Site.
9. TRANSACTION LIMITS, SOURCE OF FUNDS AND ENHANCED DUE
9.1. Transaction Limits. The use of any or all the Services is subject to a limit on the volume (stated in Fiat Currency or Asset) of which you may transact or transfer in a given period (e.g. daily). Please see Schedule 1 (Verification Procedures and Limits) for further details. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. We reserve the right to change the applicable limits from time to time as we deem necessary without prior notice to you.
9.2. Source of Funds
- 9.2.1. All persons accessing the Site shall at all times adhere to and comply with all relevant financial crime regulations, including without limitation any Applicable Law, rules, internal policy or regulatory requirement pertaining to money laundering, terrorist financing, bribery, corruption, tax evasion, fraud, slavery, proliferation of weapons of mass destruction, the trafficking of arms, drugs, humans or wildlife, or evasion of Sanctions (collectively known as “Financial Crime Regulations”) with respect to all Transactions or matters whatsoever and howsoever arising whether directly or indirectly from transacting with or via us.
- 9.2.2. All persons accessing the Site warrant and undertake (a) that all monies and assets deposited with us from time to time, whether fiat or cryptocurrency, shall come from a legitimate (and not illegal) source and are not proceeds of any illegal or unlawful activity and (b) to do all such acts and things as may be necessary to enable us to comply with Financial Crime Regulations.
9.3. Enhanced Due Diligence. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with our staff if you wish to raise your limits in respect of any or all the Services ("Enhanced Due Diligence"). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance so that you can decide whether you wish to proceed with the request. In our discretion, we may refuse to raise your limits, or we may lower your limits at a subsequent time even if you have completed the Enhanced Due Diligence.
10. SUSPENSION, TERMINATION AND CANCELLATION
10.1. Suspension, Termination and Cancellation
- 10.1.1. We may: (a) refuse to complete, or block, cancel or reverse a Transaction you have authorized (even after funds have been debited from your Account), (b) suspend, restrict, or terminate your access to any or all of the Services, (c) deactivate or cancel your Account, and/or (d) terminate this Agreement with immediate effect for any reason, including without limitation where:
- i. We reasonably believe that we need to do so in order to protect our reputation;
- ii. We are, in our reasonable opinion, required to do so by Applicable Law, regulation or any court or other authority to which we are subject in any jurisdiction;
- iii. We reasonably suspect you of acting in breach of this Agreement or the Terms;
- iv. We reasonably suspect you have breached our “Policy on Prohibited Use, Prohibited Businesses and Conditional Use” (as set out in Schedule 2);
- v. We have concerns (i) that a Transaction is erroneous or (ii) about the security of your Account;
- vi. We suspect the Services are being used in a fraudulent or unauthorized manner;
- viii. Use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;
- ix. You take any action that may circumvent our controls such as opening multiple Accounts unless the same is specifically authorized by us in your case or abusing promotions which we may offer from time to time;
- x. We reasonably suspect you have given incorrect, incomplete or misleading information or made a representation or warranty that is incorrect or misleading;
- xi. You become insolvent or bankrupt or receiver and/or manager, special administrator, trustee or any other similar officer has been appointed over any of your assets or undertakings.
- 10.1.2. We may also block, cancel or reverse or refuse to complete a Transaction you have authorized where there are insufficient Assets in your Wallet to cover the Transaction and (where applicable) associated fees at the time of which we receive notification of the Transaction or if your credit or debit card or any other valid payment method linked to your Account or Wallet is declined.
- 10.1.3. We may suspend, restrict, or terminate your access to any or all of the Services and/or deactivate or cancel your Account, without any reason whatsoever. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that we are under no obligation to disclose the details of such risk management and security protocols to you.
10.2. Consequences of Termination or Suspension
- 10.2.1. Upon termination of this Agreement for any reason, unless prohibited by Applicable Law or by any court or other order to which Fasset is subject in any jurisdiction, you are authorized to access your Account for thirty (30) days thereafter for the purposes of transferring any Asset from your Trading Account. You are not permitted to use the Services or your Account for any other purposes during such period and we may, at our discretion, limit the functionality of the Site for you accordingly. After the thirty (30) days' period, you shall no longer have access to the Services or your Account (which will be closed by us). If there is any Asset remaining in your Wallet after the termination, Fasset shall have the discretion to transfer the Asset out of Fasset Exchange and to your other accounts based on the information you have provided to Fasset, or otherwise deal with the Asset in accordance with Applicable Laws and regulations such as laws governing unclaimed monies and assets.
- 10.2.2. If we suspend or close your Account or terminate your use of the Services in whole or in part for any reason, we reserve the right to require you to complete the procedures as outlined in Section 5.3 (Identity Verification) again before permitting you to transfer or withdraw any Asset. You may cancel your Account at any time by withdrawing all balances in your Wallet and you shall notify us in writing of such cancellation. You will not be charged for cancelling your Account, although you will be required to pay any outstanding amounts owed by you to us. You authorize us to cancel or suspend any pending Transactions in your Account at the time of cancellation of your Account.
11. REPRESENTATIONS AND WARRANTIES
11.1. You represent and warrant to and for the benefit of Fasset that as at the Effective Date:
- 11.1.1. If you are an individual, you are eighteen (18) years of age or older and that you have the capacity to contract under Applicable Laws;
- 11.1.2. If you are registering to use the Services on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the Applicable Laws of the jurisdiction of its organization; (ii) you, and any individuals utilizing the Services on behalf of the legal entity are duly authorized by such legal entity to act on its behalf; (iii) such legal entity has power and authority to own its Assets and carry on its business as it is now being conducted; and (iv) the entry by such legal entity into, its compliance with its obligations and the exercise of its rights under, this agreement do not and will not conflict with its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded or with any law binding on or applicable to it or its assets;
- 11.1.3. You are not prohibited or restricted from accessing the Site or using any of the Services;
- 11.1.4. You have the full capacity, power and authority to execute, deliver and perform and observe this Agreement and the Terms;
- 11.1.5. The execution, delivery, performance and observance by you of this Agreement will not and are not likely to result in a breach of, or give any third party to terminate or modify, or result in the creation of any encumbrance under, any agreement, license or other instrument or result in a breach of any order, judgment, or decree or any court or governmental authority to which you are subject to or by which you or any of your assets is bound;
- 11.1.6. You are not in default under any agreement to which you are a party or by which you may be bound and no litigation, arbitration, insolvency, bankruptcy, winding-up or administrative proceedings are presently current or pending or threatened against you which default, litigation, arbitration, insolvency, bankruptcy, winding-up or administrative proceedings, as the case may be, would affect or impair your ability to perform your obligations under this Agreement;
- 11.1.7. No receiver and/or manager, special administrator, trustee or any other similar officer has been appointed over any of your assets or undertakings which would prevent you from carrying out your obligations under this Agreement;
- 11.1.8. There are no investigations or enquiries by order, decree or judgment of, any court or any governmental authority outstanding against you;
- 11.1.9. you will not use the Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable anti-money laundering laws or counter terrorist financing laws, or to deal with any unlawful Assets, property, funds or proceeds;
- 11.1.10. you will not falsify or materially omit any information or provide misleading or inaccurate information requested by Fasset in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Services;
- 11.1.11. you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your Account/Wallet from being the victim of a hack or of other malicious actions;
- 11.1.12 the Terms and this Agreement will when executed constitute legally valid and binding obligations on you which are enforceable in accordance with their respective terms; and
- 11.1.13. you do not rely on Fasset Group to meet any compliance obligations except as expressly set out in this Agreement.
11.2. All representations and warranties given by you expressed in this Section 11 (Representations and Warranties) are true, correct and not misleading in all respects as at the Effective Date and shall be deemed to be repeated and continue to be true, correct and not misleading in all respects on each day during the term of this Agreement as if they had been given afresh on each day during the term of this Agreement.
11.3. The rights and remedies of Fasset in respect of any breach of the representations and warranties contained in this Section 11 (Representations and Warranties) by you shall not be affected by:
- 11.3.1. Any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except in the case of a specific and duly authorized written waiver or release; or
- 11.3.2. any information Fasset may have received or been given or have actual implied or constructive notice of prior to the breach, and it shall not be a defense to any claim that Fasset knew or ought to have known that any matters represented or warranted by you were not as represented or warranted.
12. RISKS AND LIABILITY
12.1. Risks Relating to Assets
- 12.1.1. You hereby acknowledge and agree that Fasset acts in a supportive service providing capacity only and that the underlying nature of Assets and the use of the Services involve significant risks and potential for financial losses, including without limitation the following:
- i. Purchasing, selling, holding or using Assets carries potential financial, legal, regulatory and other risks;
- ii. The software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact the Assets may be complex, technical or difficult to understand or evaluate;
- iii. The Underlying Technology may be vulnerable to attacks on the security, integrity or operation (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of the Underlying Technology;
- iv. The Underlying Technology may change or otherwise cease to operate as expected as a result of bugs, a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack;
- v. The Assets may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to features, functions, characteristics, operation, use and other properties of such assets (“Asset Properties”) or failure of the Assets to operate as intended;
- vi. The periodic maintenance, whether scheduled or otherwise, on the servers, storage and networking hardware, operating systems, database management systems as well as computers owned by Fasset for the purposes of system upgrades, maintenance and backup procedures during which access to the Site may be halted temporarily;
- vii. The Assets may decrease in value or lose all of their value due to various factors including discovery of wrongful conduct, market manipulation, inexplicable price volatility, changes to the Assets or perceived value of the Assets, Attacks, suspension or cessation of support for the Assets by other exchanges or service providers, and other factors outside the control of Fasset;
- viii. Transactions in Assets may be irrevocable and irreversible, and, accordingly, losses due to fraudulent, erroneous or accidental Transactions may not be recoverable. Lost or stolen Assets may be irretrievable;
- ix. The value of Assets may be derived from the continued willingness of market participants to exchange Fiat Currency or Assets for Assets, which may result in the potential for permanent and total loss of value of a particular Asset should the market for that Asset disappear; and/or
- x. The Assets may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action as government regulation in this respect may be unsettled and rapidly evolving;
- 12.1.2. Assets are for sophisticated purchasers who are knowledgeable and experienced in the features and risks of digital platforms, digital assets, blockchain technology and smart contracts. You should determine for yourself the relevance of the information contained on the Site, in this Agreement and related materials, in each case as supplemented from time to time, and the necessity for additional enquiry, research and professional advice. Any decision to participate in any Transaction and to use the Services should be based upon such independent investigation and advice as you may deem necessary. This Agreement or the Terms should not be considered as a recommendation by any person to engage in any Transaction or to use the Services.
- 12.1.3. Assets rely on various types of distributed ledger technology. Some of this technology is open source software that is built upon experimental technology, namely blockchain. Risks arising from this reliance include the existence of technical flaws in the technology, targeting by malicious persons, majority-mining, consensus-based or other mining attacks, changes in the consensus protocol or algorithms, decreased community or miner support, rapid fluctuations in value of relevant Assets, the existence or development of competing networks, platforms and assets, flaws in the scripting language, disputes between developers, miners and/or users and regulatory action.
- 12.1.4. Developments in cryptographic technologies and techniques, including the advancement of artificial intelligence and/or quantum computing, pose security risks to all cryptography-based systems including the Assets. Applying these technologies and techniques to Assets and/or the Wallet may result in theft, loss, disappearance, destruction, devaluation or other compromises of the Assets, the Wallet or your data.
- 12.1.5. Tax treatment of Assets may vary amongst jurisdictions. Your use of the Services including any Custodial Services, as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract Taxes either now or in the future. Fasset may receive formal or informal queries, notices, requests, or summons from Tax authorities and as a result we may be required to furnish certain information about the Services, you and related instructions and Transactions. You must seek independent professional advice on the Tax implications in relation to the use of the Services and any applicable Transactions for your particular situation.
- 12.1.6. You shall be solely responsible for determining the nature, potential value, suitability and appropriateness of the aforesaid risks for yourself, and that Fasset does not solicit, give advice or recommendations regarding acquisition or disposal of Assets, including the suitability and appropriateness of, and investment strategies for, Assets. You agree and understand that this brief statement does not disclose all of the risks associated with Assets and using the Services and consequently you access and use the Services at your own risk. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds available in your Account.
- 12.1.7. For the avoidance of doubt, nothing contained in or on the Site shall be construed as a solicitation of an offer to buy or offer, or recommendation to acquire or dispose of any Asset or to engage in any other Transaction to be construed as any advice for investment, tax, legal, financial or other advice or as a recommendation or a representation about the suitability or appropriateness of any Asset, product or service.
- 12.1.8. You shall independently evaluate and where necessary, seek advice and consult with your own advisors. The information provided on the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. You shall do so on your own initiative and risk and you are responsible for compliance with the Applicable Laws and regulations.
- 12.1.9. You agree to solely account for the financial risks associated with the Assets and the use of any of the Services. The Services are complex and carry a high level of risk and are not appropriate for users who do not possess the appropriate level of knowledge and experience to deal with them. Fasset is under no obligation to assess the suitability of the Services for users and any comment or statement which may be made by Fasset as to the suitability of the Services should under no circumstances be considered as investment, tax, legal, financial or other advice and should not be relied upon as such.
- 12.1.10. You further agree not to hold Fasset liable for any financial losses suffered by you. While Fasset will take commercially reasonable steps to ensure the general safety of Transactions on the Site, Fasset expressly disclaims any and all liabilities in case the Assets are stolen, hacked or otherwise compromised on account of any third party.
- 12.1.11. You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against us, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees, agents or representatives related to any of the risks set forth in this Section 12.1 (Risks Relating to Assets).
12.2. Risks relating to authorized persons. There are substantial risks in authorizing another person to operate, or contribute to the operation of your Account and/or Wallet. It is possible that instructions could be given and/or Transactions could be performed by persons who are not properly authorized, or who act outside of their authority. You accept all of the risks of such an operation and irrevocably releases Fasset from all liabilities arising out of or in connection with such instructions and or Transactions, whether taken by Fasset or otherwise.
12.3. Risks relating to the use of internet or other electronic media
- 12.3.1. Any Communication, Transaction or information (including any document) transmitted via the internet or other electronic media involves risks. By accessing the Site, you acknowledge that you understand and accept the following risks:
- 12.3.2. We may use such authentication technologies as we deem appropriate. No authentication, verification or computer security technology is completely secure or safe. You agree to bear all risks of unauthorized access/use, hacking or identity theft.
- 12.3.3. The internet or other electronic media (including without limitation electronic devices, services of third party telecom service providers such as mobile phones or other handheld devices or interactive voice response systems) are an inherently unreliable form of communication, and such unreliability may be beyond our control.
- 12.3.4. Any information (including any document) transmitted, or Communication or Transactions made, over the internet or through other electronic media (including without limitation electronic devices, services of third party telecom service providers such as mobile phones or other handheld devices or interactive voice response systems) may be subject to interruption, transmission blackout, delayed transmission due to data volume, internet traffic, market volatility or incorrect data transmission (including incorrect price quotation) or stoppage of price data feed due to the public nature of the internet or other electronic media.
- 12.3.5. As a result of such unreliability:
- i. There may be time-lags, delays, failures or loss of data or loss of confidentiality in the transmission of data and receipt of instructions;
- ii. While Fasset may believe certain data to be reliable, there may be no independent basis for us to verify or contradict the accuracy or completeness of such data; and
- iii. Instructions or Transactions may be executed at prices different from those prevailing at the time the instructions were given or Transactions were directed.
- 12.3.6. You understand that this is not an exhaustive list of all the consequences arising from such unreliability and you agree that you cannot infer any recommendation or endorsement from any data provided on the Site or otherwise in connection with the Services.
- 12.3.7. You are solely responsible for preventing anything which may be harmful to any equipment that you use in connection with use or access to the Site and/or the Services (including any computer virus, malicious program or harmful component) from affecting any such equipment, regardless of whether it originated from the Site, Services or any other product or service provided by Fasset Group.
12.4. Risk of changes that could affect your position
- 12.4.1. Changes in prices, rates of exchange, fees, charges and other factors may impact upon your overall financial position and/or the value of any particular Assets. Fasset is entitled to act you're your instructions and you cannot assume that Fasset will warn you if your instructions are ill-timed or inadvisable for any reason or if the instructions are likely to cause loss.
- 12.4.2. Before you give any instruction, you should ensure that you understand the relevant procedures, terms and consequences and obtain a clear explanation of any fees and other amounts (if any) for which you will be liable. These matters can impact your position.
12.5. Release from Liabilities. If you have a dispute with one or more users of the Services, you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.
12.6. Indemnification. Without prejudice to any other right or remedy which we may have against you, you undertake to indemnify and hold harmless and keep indemnified and held harmless Fasset, our affiliates and service providers and our respective officers, directors, joint venturers, employees, advisers, consultants, agents and representatives from and against any and all actions, claims, demands, proceedings, investigations, liabilities or judgments and any and all losses, damages, costs, charges and expenses (actual and consequential, direct or indirect) on full indemnity basis including all attorneys' fees and any fines, fees or penalties imposed by any regulatory authority, of whatever nature which refer or relate to or arise, directly or indirectly, in connection with or arising out of:
- 12.6.1. Your breach of any of the terms and/or conditions specified under the Terms or this Agreement (including without limitation your breach of our “Policy on Prohibited Use, Prohibited Businesses and Conditional Use” (as set out in Schedule 2));
- 12.6.2. Your violation of any law, rule or regulation, or the rights of any third party;
- 12.6.3. Your breach of any of the representations and warranties given by you under Section 11 (Representations and Warranties);
- 12.6.4. any service provided by a third party.
12.7. Limitation of Liability. Fasset's total aggregate liability to you for any individual claim or series of connected claims for losses, costs, liabilities or expenses which you may suffer arising out of, or in connection with, any breach by Fasset of this Agreement shall be limited to a maximum aggregate value of the combined value of the Assets in your Account at either the time of the relevant claim, or at the time the breach occurs, whichever is lower. Where we are considering a specific claim relating to a specific Transaction, this sum shall be further limited to the purchase or sale amount (as relevant) of the Transaction in dispute.
12.8. Limitation of Loss. In addition to the liability cap as set out in Section 12.7 (Limitations of Liability), in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees, agents or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement, the Terms or otherwise:
- 12.8.1. Any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and/or any actual or hypothetical trading losses, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a buy, sell or swap Transaction properly, your damages are limited to no more than the combined value of the supported Assets at issue in the Transaction, and that you may not recover for any "loss" of anticipated trading profits or for any actual trading losses made as a result of the failure to buy, sell or swap;
- 12.8.2. Any loss of, or damage to, reputation or goodwill; any loss of business or opportunity, customers or contracts, any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same;
- 12.8.3. Any loss of use of hardware, software or data and/or any corruption of data, including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of Asset price data, any error or delay in the transmission of such data and/or any interruption in any such data; and
- 12.8.4. any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage).
12.9. Obligations under Applicable Law not Excluded. The limitation of liability in this Section 12 (Risks and Liability) is subject to any obligations that we have under Applicable Laws and regulations, including our obligation to exercise reasonable care and skill in our provision of the Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractors' negligence.
12.10. No Warranties
- 12.10.1. The Services are provided on an "as is" and "as available" basis, with no promises made by us in respect of the availability of the Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the Site, any of the Services, or any of the materials contained therein, will be fit for your purposes, non-infringing, continuous, uninterrupted, timely, or error-free.
- 12.10.2. We make no representations about the accuracy, order, timeliness or completeness of historical Asset price data available on the Site. We will make reasonable efforts to ensure that requests for debits and credits involving bank accounts, credit and debit cards are processed in a timely manner but Fasset makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and cheque issuances are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
- 12.10.3. For the avoidance of doubt, we are not obliged to monitor the information that is transmitted or stored on the Site, nor to search for any circumstances that may reveal unlawful acts.
- 12.10.4. Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the Services and the Site.
12.11. No Liability for Breach. We shall not be liable for any breach of the Agreement, including delays, failure in performance or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor shall we be liable where the breach is due to the application of mandatory legal or regulatory rules or any court order.
12.12. Set-off. Fasset may at any time and without notice to you set off any amount we owe you against any amount that you owe us or, where more than one person constitutes the user, that any one or more of those persons singly or jointly owes us (in either case, whether or not the obligation is matured or contingent).
12.13. Force Majeure Event. Fasset is not responsible for any failure to perform any of its obligations (nor will it be responsible for any unavailability of the Site, services, Account, Wallet, Assets credited to the Wallet) if such performance is prevented, hindered or delayed by a Force Majeure Event, in which case its obligations will be suspended for so long as the Force Majeure Event continues.
12.14. Waiver of conflicts
- 12.14.1. You acknowledge that circumstances may arise in which Fasset or its officers, employees or agents have a material interest in a Transaction or where a conflict of interest arises between your interests and those of other users of the Site or Fasset Group.
- 12.14.2. You irrevocably waive, in favor of Fasset Group, any conflict of interest which may arise by virtue of our exercising our rights under this Agreement.
12.15. No implied duties. Fasset is only required to perform the obligations as set out in this Agreement, and no implied duties or obligations may be read into this Agreement with respect to Fasset. In particular, there are no duties that would oblige us to accept responsibilities more extensive than those set out in this Agreement or which would prevent or hinder us in carrying out any of the activities contemplated by this Agreement or otherwise undertaken by us in the normal course of our business.
12.16. Insurance. Fasset is not under any obligation to insure any Assets or Wallet(s), or to require any other person to maintain any such insurance.
13. SITE AVAILABILITY AND ACCURACY
13.1. Access & Availability
- 13.1.1. Access to the Services may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to buy or sell for periods of time and may also lead to support response time delays.
- 13.1.2. Although we strive to provide you with a good level of service, we do not guarantee that the Site or other Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Please note that our customer support response times may be delayed, including during times of significant volatility or volume.
- 13.1.3. The Site and/or Services may not be available at certain times. In particular, there may be downtime period when you will not be able to access the Site and/or Services. We may also periodically shut down the Site and/or Services and interrupt any automatic functions for the following reasons:
- i. System and Software maintenance;
- ii. Seasonal holidays; and
- iii. Any other event that we considers requires suspension of the Site and/or Services.
- 13.1.4. There are other events that may interrupt or prevent your access to the Site and/or Services.
- 13.1.5. Fasset shall not be liable for any losses resulting from or arising out of any Transaction delays or unavailability or delayed availability of customer support.
13.2. Site Accuracy
- 13.2.1. Although we intend to provide accurate and timely information on the Site, the Site including, without limitation, the Content may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
- 13.2.2. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by Applicable Law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.
- 13.2.3. Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. 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 accessible or linked to from the Site.
- 13.2.4. We do not endorse, support, sanction, encourage, verify or agree with the comments, opinions, or statements of third parties displayed on or transmitted via the Site. Any information or material placed on the Site by third parties reflect the views, and are the responsibility of, those who post such information or material, and do not necessarily represent the views of Fasset.
- 13.2.5. No aspect of the Site is intended to provide, or should be construed as providing any investment, Tax, legal, financial or other advice of any kind. You should not consider any Content on the Site to be a substitute for professional advice. If you choose to engage in Transactions based on any Content on the Site, then such decision and Transactions and any consequences flowing therefrom are your sole responsibility. While other users may offer investment advice or opinions, such advice or opinions amount to nothing more than conversational exchanges between persons who may be anonymous or unidentifiable. Fasset does not provide investment advice directly, indirectly, implicitly, or in any manner whatsoever. You should use any information gathered from the Site only as a starting point for your own independent research.
14. DISPUTE RESOLUTION
- 14.1.1. A complaint may be made by you against:
- i. Fasset; or
- ii. any other person in respect of activity that occurs on the Site, by submitting a complaint through the channel provided on the Site.
- 14.1.2. Fasset will acknowledge your complaint within three (3) business days of its receipt by Fasset.
- 14.1.3. Fasset will consider your complaint without prejudice based on the information that you have provided and any related information that Fasset considers relevant.
- 14.1.4. Within twenty (20) Business Days of receipt of your complaint under this Section 14.1 (Complaints), Fasset will respond in writing by:
- i. Requesting further information;
- ii. Offering to resolve your complaint with the requested solution;
- iii. Offering to resolve your complaint with an alternative solution; or
- iv. Making a determination rejecting your complaint, setting out reasons for the rejection.
- 14.1.5. Upon receipt of the written response by you from Fasset, you will have twenty (20) Business Days to accept or reject the offer in accordance with the instructions set out in the response. If you shall fail to respond to the written response from Fasset, Fasset may treat the complaint as withdrawn, resolved or closed at its sole discretion.
- 14.2.1. Meeting. Subject to the provisions of Section 14.1 (Complaints), if either Party gives the other Party a written notice claiming that any dispute or difference (“Dispute”) has arisen and the Parties are unable to resolve the Dispute within ten (10) Business Days of service of that notice, then the Parties must:
- i. Use their best endeavors to ensure that a meeting is held in an effort to resolve the Dispute; and
- ii. Make available a representative who has authority to settle the Dispute to attend that meeting.
- 14.2.2. Submission to Arbitration. If the meeting referred to in Section 14.2.1 (Meeting) either:
- i. Takes place and the Parties are unable to resolve the Dispute within ten (10) Business Days of the meeting taking place; or
- ii. Does not take place for any reason whatsoever within twenty (20) Business Days of service of the notice referred to in Section 14.2.1 (Meeting), then either Party to the Dispute is entitled to refer the Dispute to arbitration in accordance with the requirements and procedures set out in Section 14.2.3 (Arbitration Proceedings).
- 14.2.3. Arbitration Proceedings
- i. Subject to Sections 14.2.1 (Meeting) and 14.2.2 (Submission to Arbitration), any Dispute must be referred to and finally resolved by binding arbitration administered by the DIFC-LCIA Arbitration Centre (“DIFC-LCIA”) in accordance with the DIFC-LCIA Rules (“Rules”), as in force when the Notice of Arbitration is submitted in accordance with those Rules, and as may be amended by the rest of this Section 14.2.3 (Arbitration Proceedings). Capitalized terms used in this Section 14.2.3 (Arbitration Proceedings) and which are not otherwise defined in this Agreement shall have the meaning given to those terms in the Rules.
- ii. The appointing authority shall be the DIFC-LCIA.
- iii. The arbitration proceedings must be conducted in English.
- iv. The arbitral tribunal is to be constituted by one (1) arbitrator appointed by mutual decision of the Parties. If the Parties cannot agree upon an arbitrator within ten (10) Business Days from the date the Respondent receives the Notice of Arbitration, the arbitrator is to be appointed by the DIFC-LCIA.
- v. The arbitration award is final and binding on the Parties and the Parties agree to be bound by it and to act accordingly. Unless required by Applicable Laws or regulatory requirements or with the prior written consent of the Parties, the content, existence and award of any arbitral proceedings must be kept confidential. The costs of the arbitration and reasonable legal fees will be payable by the Parties as the arbitrator may direct in the arbitration award.
- vi. Unless the Parties otherwise agree in writing or until the arbitral tribunal hands down an award, the Parties are obliged to continue fulfilling their obligations under this Agreement notwithstanding the commencement of an arbitration.
- 14.2.4. Enforcement of Arbitration Award
- i. Judgment upon any arbitration award rendered by the arbitral tribunal may be entered, and application for judicial confirmation or recognition or enforcement of the arbitration award may be made in any court of competent jurisdiction, and each of the Parties irrevocably submits to the jurisdiction of such court for the purposes of enforcement of this Section 14.2.4 (Enforcement of Arbitration Award) or for confirmation or recognition or enforcement of any arbitration award rendered by the arbitral tribunal in accordance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
- ii. You agree that you will not commence, or attempt or threaten to commence, any proceedings, action or claim (including any claim for compensation or costs) against us in any jurisdiction for the recovery of any loss, damage, cost or expense, or in relation to any liability which has been excluded under this Agreement or otherwise under the Terms.
- 14.2.5. Injunctive or Interim Relief. Nothing in this Section 14.2 (Arbitration) prevents a Party seeking for an urgent injunctive or similar interim relief from a court of competent jurisdiction.
15. DATA PROTECTION
- 15.1. Your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up-to-date and relevant when disclosed;
16.1. Security and Access Policies
- 16.1.1. Fasset will use commercially reasonable efforts consistent with industry standards to protect the security of the Site and other systems utilized to provide the Services, including but not limited to using up-to-date anti-virus, security and firewall technology commonly used in the industry. You agree that you shall not take any actions that negatively affect the confidentiality, integrity and availability of Fasset's systems and information assets.
- 16.1.2. If you become aware that Harmful Code has infected the Underlying Technology of Fasset, then you shall notify Fasset as soon as reasonably practicable, so that Fasset and you may work together to mitigate any potential adverse effects and undertake any further steps that may be applicable or required by Applicable Laws. For the purpose of this Section 16.1.2, “Harmful Code” means computer instructions whose primary purpose or effect is to disrupt, damage or interfere with use of any computer or telecommunications facilities, including, without limitation, any automatic restraint, time-bomb, trap-door, virus, worm, Trojan horse, or other harmful code or instrumentality that will cause a system to cease to operate or to fail to conform to its specifications. Each Party shall take commercially reasonable precautions to avoid, prevent, stop, find and eliminate the spread of all Harmful Code on Fasset's Underlying Technology.
16.2. Password Security
- 16.2.1. If you become aware that Harmful Code has infected the Underlying Technology of Fasset, then you shall notify Fasset as soon as reasonably practicable, so that Fasset and you may work together to mitigate any potential adverse effects and undertake any further steps that may be applicable or required by Applicable Laws. For the purpose of this Section 16.1.2, “Harmful Code” means computer instructions whose primary purpose or effect is to disrupt, damage or interfere with use of any computer or telecommunications facilities, including, without limitation, any automatic restraint, time-bomb, trap-door, virus, worm, Trojan horse, or other harmful code or instrumentality that will cause a system to cease to operate or to fail to conform to its specifications. Each Party shall take commercially reasonable precautions to avoid, prevent, stop, find and eliminate the spread of all Harmful Code on Fasset's Underlying Technology.
- 16.2.2. Any loss or compromise of your electronic device or your security details may result in unauthorized access to your Account by third parties and the loss or theft of any Asset and/or funds held in your Account and any associated accounts, including your linked bank account(s), credit card(s) and other blockchain address(es) controlled by you or a third party. You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.
- 16.2.3. You should never permit remote access or share your computer screen with someone else when you are logged on to your Account. Fasset will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your device or account. You should not provide your details to any third party for the purposes of remotely accessing your amount unless specifically authorized in accordance with Section 5.2 (Third Party Access). Always log into your Account through the Site to review any Transactions or required actions if you have any uncertainty regarding the authenticity of any Communication or notice.
- 16.2.4. We assume no responsibility for any loss that you may sustain due to compromise of your account login credentials and/or failure to follow the requirements set out in this Section 16.2 (Password Security), or follow or act on any notices or alerts that we may send to you.
16.3. Authentication and Verification. In order to access the Services, you are required to provide an email id and create a password. Fasset offers 2-factor authentication codes via your mobile device (a supported Time-based One Time Password application). You are responsible for keeping your electronic devices through which the Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of the said electronic devices and ensuring that the said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorized access of your Account by third parties and the loss or theft of any Asset and/or funds held in your Account and the misuse of any associated accounts, including linked bank account(s), credit/debit card(s) and other blockchain address(es) controlled by you or a third party.
16.4. Security Breach
- 16.4.1. If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Fasset (together a "Security Breach"), you must:
- i. Notify us as soon as possible by email at https://fasset.com/support;
- ii. Continue to provide accurate and up-to-date information throughout the duration of the Security Breach; and
- 16.4.2. Failure to provide prompt notification of any Security Breach may be taken into account in (i) our determination of the appropriate resolution of the matter and (ii) determining your liability towards us and other users of the Site.
16.5. Safety and Security of Your Computer and Devices. Fasset is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus and malware screening and prevention software. You should also be aware that short message service (SMS) and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.
16.6. Restrictions on Underlying Technology. You shall not reverse engineer, decompile, disassemble, otherwise attempt to discover the source code or algorithms of the Underlying Technology, adapt, modify or otherwise alter the Underlying Technology and any part thereof, disable any features of the Underlying Technology, create derivative works based on the Underlying Technology, make back-up copies, register the Underlying Technology or any part thereof or use the Underlying Technology or any part thereof for any non-commercial or commercial purposes, including without limitation deriving profit.
17.1. You shall not, whether directly or indirectly, use or disclose to any third party, or authorize to be used or disclosed any confidential information concerning Fasset or users of the Services, save and except where the use or disclosure is required by law or any governmental authority or where Fasset or the relevant user has given prior written approval to the use or disclosure.
17.2. Prior to use or disclosure of any confidential information as required by law or any governmental authority, you shall promptly notify Fasset or the relevant user (as the case may be) of such requirement with a view to providing Fasset or the relevant user (as the case may be) with the opportunity to contest such use or disclosure or otherwise to agree the timing and content of such use or disclosure.
17.3. Fasset may disclose information provided by you (including the existence or contents of this Agreement) in circumstances including without limitation:
- i. Where such information is required to enable a Transaction to be recorded on the relevant ledger;
- ii. Where such information is publicly available;
- iii. To any person in connection with an exercise of rights or a dealing, or proposed dealing, with rights or obligations in connection with this Agreement;
- iv. To officers, employees, agents, contractors, legal and other advisers and auditors of Fasset Group;
- v. Where we reasonably believe it is required by Applicable Law, Authority or rating agency; or
- vi. With your consent.
- You hereby consent to disclosures made in accordance with this Section 17.3.
17.4. The provisions of this Section 17 shall continue to apply even after the expiration or earlier termination of this Agreement without limit in time.
18.1. Your Compliance with Applicable Law. You must comply with all Applicable Laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws) in your access and use of the Site and Services.
18.2. Limited License
- 18.2.1. We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Site, and related content, materials, information (collectively, the "Content") solely for approved purposes as approved by us from time to time. Any other use of the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of Fasset and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.
- 18.2.2. The Site, "Fasset" and all logos related to the Services or displayed on the Site are trademarks of Fasset Group or its licensors. You may not copy, imitate or use them without our prior written consent.
- 18.2.3. You hereby agree and undertake that you shall not:
- i. Acquire any rights to any Intellectual Property of Fasset pursuant to this Agreement or the Terms and all of the Intellectual Property of Fasset Group shall remain the property of Fasset Group; or
- ii. Cause or authorize anything to be caused which may damage or endanger the Intellectual Property of Fasset Group or to assist or authorize any other persons to do so.
18.3. Prohibited and Conditional Use. In connection with your access and use of the Site and the Services, and your interactions with other users and third parties, you agree to comply with the “Policy on Prohibited Use, Prohibited Businesses and Conditional Use” (as set out in Schedule 2). We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any Applicable Law, regulation, Sanctions programs, legal process or governmental request.
18.4. Time of Essence. Time wherever mentioned in relation to your obligations shall be of the essence of this Agreement.
- 18.5.1. We may make any amendments to the Agreement or the Terms by posting the revised Agreement and/or Terms on the Site or by emailing it to you, indicating when the revised Agreement becomes effective. Although we will endeavor to provide you with advance notice where possible, where it is lawful to do so, we may indicate that the revised Agreement shall be effective immediately and if you do not agree with any such modification, you should close your Account and cease accessing the Site and using the Services.
- 18.5.2. Copies of the most up-to-date version of the Agreement will be made available on the Site at all times and will be provided to you by email upon your written request to that effect.
- 18.5.3. Your non-termination or continued access or use of the Site and/or your Account and/or the Services after the effective date of any amendments to this Agreement or the Terms shall constitute your acceptance of such amendments.
18.6. No Partnership or Agency. Nothing in this Agreement or the Terms is intended to or shall operate to create a partnership or joint venture, or to authorize either Party to act as agent for the other Party or to establish any other fiduciary relationship between the Parties. No Party has the power or the right to bind, commit or pledge the credit of the other Party.
18.7. Privacy of Others. If you receive information about another user through the Services, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to carry out a Transaction in your Account and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the relevant user's express consent to do so for any other purposes and subject always to Section 5.2 (Third Party Access). You shall not send unsolicited communications to another user through the Services.
18.8. Contact Information. You are responsible for keeping your email id and telephone number up-to-date in your Account in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected Security Breaches). Please see Schedule 3 (Communication) for more details in relation to how we will communicate with you.
18.9. Feedback. We will own exclusive rights, including all Intellectual Property, to any feedback, suggestions, ideas or other information or materials regarding the Site, Fasset or the Services that you provide, whether by email, posting through the Site or otherwise ("Feedback"). Any Feedback you submit is non-confidential and shall become the sole property of Fasset. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights).
18.10. No Investment Advice. You agree and understand that all investment decisions are made solely by you. Notwithstanding anything contained in this Agreement, you agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You agree and understand that under no circumstances will the operation of the Site and your use of the Services be deemed to create a relationship that includes the provision of or tendering of investment advice.
- 18.11.1. It is your sole responsibility to determine whether, and to what extent, any Taxes apply to any Transactions you conduct through your Account or the use of the Services, and to withhold, collect, report and remit the correct amount of Tax to the appropriate Tax authorities. Your Transaction History is available through your Account.
- 18.11.2. You agree and understand that Fasset does not provide any Tax advice, and to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction in this respect.
18.12. Unclaimed Property. If we hold any funds or Assets on your behalf, and we are unable to contact you and have no record of your use of the Services for several years, Applicable Law may require us to report such funds and/or Assets as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to do so, we may be required to deliver any such funds and./or Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds and/or Assets, as permitted by Applicable Law.
18.13. Entire Agreement. This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and Fasset as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Fasset.
18.14. Transfer and Assignment. This Agreement is personal to you and you cannot transfer, novate, assign or otherwise deal with any of your rights, licenses, interests and/or obligations in part or in whole to anyone else. We may transfer, novate, assign or otherwise deal with our rights, licenses, interests and/or obligations at any time, and without any further consent from you, including without limitation as part of a merger, acquisition or other corporate reorganization involving Fasset, provided that this transfer, novation or assignment does not materially impact the quality of the Services you receive. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.
18.15. Security Interests. You must not create security over any of your Assets or Wallet(s) without our prior written consent.
18.16. Invalidity. If any provision of this Agreement is determined to be invalid or unenforceable under any Applicable Law, this will not affect the validity of any other provisions of this Agreement. If any provision of this Agreement is found unenforceable, the unenforceable provision will be modified by us to suitably reflect the original intent (which modified provision will automatically be binding on you), failing which it will be severed, and the remaining provisions will be enforced.
18.17. No Waiver. No delay by or failure of Fasset to exercise or enforce at any time any right or provision of this Agreement shall affect Fasset’s right to require performance of any other provision herein or therein unless and until such performance has been waived by Fasset in writing. Each right of Fasset hereunder or any other document in this connection, shall be cumulative and may be exercised from time to time. Any waiver by Fasset of any breach of this Agreement or any other document in this connection shall not be deemed to be a waiver of any prior or subsequent breach thereof. No single waiver by Fasset shall constitute a continuing or subsequent waiver.
18.18. Language. This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents may be provided for your convenience only and may not accurately represent the information in the original language (which is English). In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.
18.19. Change of Control. In the event that Fasset is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, acquisition, sale, or other change of control.
18.20. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, Account cancellation, debts owed to Fasset, general use of the Site, disputes with Fasset, confidentiality, intellectual property and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.
18.21. Third party rights. A person who is not a Party to this Agreement, other than an indemnified party specified in Section 12.6 (Indemnification), has no right under this Agreement, the Terms or the Applicable Law to enforce or to enjoy the benefit of any term of this Agreement.
18.22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Labuan, Malaysia.
SCHEDULE 1: VERIFICATION PROCEDURES AND LIMITS
1. Fasset uses multi-level systems and procedures to collect and verify information about you in order to protect Fasset and the community from fraudulent users, and to maintain appropriate records of Fasset's customers. Your access to one (1) or more Services, and limits including daily or weekly conversion limits, deposit, withdrawal and trading limits, instant buy limits, Wallet transfer limits, and limits on Transactions from a linked payment method may be based on the identifying information and/or proof of identity you provide to Fasset.
2. In order for us to carry out all necessary “know your customer”, AML-CTF requirements and comply with all Applicable Laws we may require you to provide or verify additional information, authorizations and/or documentation, or to wait for a period of time after completion of a Transaction, before authorizeing you to use any Services and/or before authorizeing you to engage in Transactions beyond certain volume limits.
3. You may submit a request at https://fasset.com/supportto request for larger limits. Fasset will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Fasset does not guarantee that we will raise your limits after reviewing your request of the same.
SCHEDULE 2: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
1. Prohibited Use
- 1.1. You may not use your Account to engage in the following categories of activities ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please submit a support request at https://fasset.com/support.
- 1.2. By opening a Account, you confirm that you will not use your Account and/or any Services to do any of the following:
- 1.2.1. Unlawful Activity: Activity which would violate, or assist in violation of, any Applicable Laws or Sanctions programs, or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.
- 1.2.2. Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Site, other Accounts, computer systems or networks connected to the Site, through password mining or any other means; use Account information of another party to access or use the Site, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user's Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Fasset.
- 1.2.3. Abuse Other Users: Interfere with another individual's or entity's access to or use of any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and Intellectual Property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Site about others, including without limitation email addresses, without proper consent.
- 1.2.4 Fraud: Activity which operates to defraud Fasset, Fasset's users, or any other person; provide any false, inaccurate, or misleading information to Fasset.
- 1.2.5 Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.
- 1.2.6 Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Fasset's Intellectual Property, name, or logo, including use of Fasset's trade or service marks, without express consent from Fasset or in a manner that otherwise harms Fasset or the Fasset's brand; any action that implies an untrue endorsement by or affiliation with Fasset.
2. Prohibited Use
- 2.1. In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Services ("Prohibited Businesses"). Most Prohibited Businesses are imposed by card network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive.
- 2.2. By opening an Account, you confirm that you will not use the Services in connection with any of following businesses, activities, practices, or items:
- 2.2.1. Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder.
- 2.2.2. Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen.
- 2.2.3. Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials.
- 2.2.4. Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs.
- 2.2.5. Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body.
- 2.2.6. Substances Designed to Mimic Illegal Drugs: Sale of a legal substance that provides the same effect as an illegal drug.
- 2.2.7. Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view and adult live chat features.
- 2.2.8. Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs.
- 2.2.9. Unfair, Predatory or Deceptive Practices: investment opportunities or other services that promise high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.
- 2.2.10. High-Risk Businesses: Any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.
3. Conditional Use
- 3.1. Express written consent and approval from Fasset must be obtained prior to using Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at https://fasset.com/support.
- 3.2. Fasset may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use the Services in connection with any of following businesses, activities, or practices:
- 3.2.1. Money Services: Money transmitters, Asset transmitters; currency or Asset exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Services.
- 3.2.2. Charities: Acceptance of donations for non-profit enterprises.
- 3.2.3. Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize.
- 3.2.4. Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.
SCHEDULE 2: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
1. Electronic Delivery of Communication
- 1.1. You agree and consent to receive electronically all communication, agreements, documents, notices and disclosures (collectively, "Communication") that we provide in connection with your Account and your use of the Services. Communication includes:
- 1.1.2. Account details, Transaction History, Transaction receipts, confirmations, and any other account or Transaction information;
- 1.1.3. Legal, regulatory, and Tax disclosures or statements we may be required to make available to you; and
- 1.1.4. Responses to claims or customer support inquiries filed in connection with your Account.
- 1.2. We will provide this Communication to you by posting them on the Site, emailing them to you at the primary email id listed in your Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
2. Receipt of Communication
- 2.1. Communications take effect from the time they are received or taken to be received under paragraph 2.2 below (whichever happens first) unless a later time is specified in the Communication.
- 2.2 Communications are taken to be received:
- 2.2.1. if sent by email:
- i. When we receive an automated message confirming delivery; or
- ii. 4 hours after the time sent (as recorded on the device from which we sent the email) unless we receive a delivery failure receipt;
- 2.2.2. If delivered via other electronic means, 24 hours after we send it; and
- 2.2.3. If posted on the Site, at the time of posting.
- 2.3. Your notices and communication are effective when we actually receive them in legible form. If that occurs after 5:00pm in the place of receipt or on a non-Business Day, the relevant notice or communication is taken to be received at 9.00am in that place on the next Business Day and takes effect from that time unless a later time is specified.
3. Digital signatures. Instructions and Communication digitally signed and supported by a digital certificate have the same validity, admissibility and enforceability as if signed in writing. Any notice or Communication that is digitally signed must comply with any Applicable Law.
4. Electronic contracts. You acknowledge and agree that you are satisfied that electronically executed contracts are enforceable despite the legal risks associated with them. You agree not to dispute the contents of any notice or Communication sent by us electronically.
5. User constitutes more than one person. If the user constitutes more than one person, notices and Communication (including notices of any variation to this Agreement and any statements (including any consolidated statements)) sent to the email id notified to us as the email id for receipt of notices and other Communication in connection with this Agreement are taken to be given to all persons constituting such user.
6. Recording of Communication. Subject to any Applicable Law, you agree that we may, without further disclosure to, or consent from you:
- 6.1. record and monitor the Communication and our correspondence with you;
- 6.2. use the recorded conversations, transcripts, messages or other records of correspondence for our internal compliance purposes, in any Dispute in connection with this Agreement or the Terms and in any other manner not prohibited by Applicable Law; and
- 6.3. disclose such conversations, transcripts, messages or other records of correspondence to any applicable Authority or as otherwise required by Applicable Law.
7. Records and Statements
- 7.1. All records and statements shown on or provided in connection with the Services are for your information only. These records and statements are not binding on Fasset or any other person.
- 7.2. Notwithstanding anything to the contrary contained in this Agreement or the Terms, in any record or statement should there be any inconsistency between:
- 7.2.1. the information available on or via the Site, the internet or other electronic medium; and
- 7.2.2. the information in our records,
- the information in our records will prevail unless there is a manifest error.
8. How to Withdraw Your Consent. You may withdraw your consent to receive Communication electronically by contacting us at https://fasset.com/support. If you fail to provide or if you withdraw your consent to receive Communication electronically, Fasset reserves the right to immediately close your Account or to charge you additional fees for paper copies.
9. Updating your Information. It is your responsibility to provide us with a true, accurate and complete email id and your contact information, and to keep such information up-to-date. You understand and agree that if Fasset sends you an electronic Communication but you do not receive it because your primary email id on file is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communication, Fasset will be deemed to have provided the Communication to you.