CUSTOMER AGREEMENT
Last updated on 11-3-2024THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY. YOU SHOULD CONSULT YOUR OWN INDEPENDENT PROFESSIONAL ADVISORS BEFORE ACCEPTING THIS AGREEMENT AND ONLY ACCEPT THIS AGREEMENT IF YOU HAVE FULLY UNDERSTOOD ITS NATURE, THE CONTRACTUAL RELATIONSHIP INTO WHICH YOU ARE ENTERING, ALL RELEVANT TERMS AND CONDITIONS AND THE NATURE AND EXTENT OF YOUR EXPOSURE TO LOSS.
This Agreement (as defined below) constitutes a legal and binding agreement between you and Amazingtech Pte. Ltd. (UEN No. 201611619W) ("Tokenize"). In order to open an Account (as defined below) and use our Tokenize Services (as defined below) you must agree to the terms of this Agreement that are set out below. By electronically accepting or acknowledging this Agreement, and/or signing up for an Account with Tokenize and/or using our Tokenize Services, you represent and undertake, that you have, and are deemed to have read and accepted this Agreement. By accepting this Agreement, you also agree to be bound by our Terms of Use (as defined below) which are hereby incorporated into this Agreement by reference.
DIGITAL PAYMENT TOKEN SERVICE RISK DISCLOSURE RISK WARNING ON DIGITAL PAYMENT TOKEN SERVICES – FOR SINGAPORE USERS
The Monetary Authority of Singapore (“MAS”) requires Tokenize to provide this risk warning to you as a customer of a digital payment token (“DPT”) service provider.
Before you:
(A) pay or transfer your DPT service provider any money or DPT;
(B) enter into an agreement with a third party to buy or sell DPTs upon inducement by your DPT service provider;
(C) enter into an agreement with a third party under an arrangement by your DPT service provider for the transmission of DPTs;
(D) pay a third party any money or DPT under an arrangement by your DPT service provider for the transmission of DPTs; or
(E) transfer any digital payment token instrument to your DPT service provider, you should be aware of the following.
Your DPT service provider is exempted by MAS from holding a licence to provide DPT services. Please note that you may not be able to recover all the money or DPTs you paid to your DPT service provider, or any other third party referred to above, if your DPT service provider’s or the third party’s business fails.
You should not transact in the DPT if you are not familiar with this DPT. This includes how the DPT is created, and how the DPT you intend to transact is transferred or held by your DPT service provider.
You should be aware that the value of DPTs may fluctuate greatly. You should buy DPTs only if you are prepared to accept the risk of losing all of the money you put into such tokens.
You should be aware that your DPT service provider, as part of its licence to provide DPT services, may offer services related to DPTs which are promoted as having a stable value, commonly known as “stablecoin”.
INTRODUCTION
In this Agreement, the following words and phrases have the corresponding meanings unless the context otherwise requires:
"Account" means an account that is established by Tokenize in your name for the purpose of using the Tokenize Exchange.
"Agreement" means the terms and conditions contained in this Customer Agreement, as may be supplemented, amended or varied from time to time.
"Applicable Laws" means all applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, licence conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance and/or decisions of any national, state or local government, any agency, exchange, regulatory or self- regulatory body, law enforcement body, court, central bank or tax revenue authority or any other authority (including the MAS and Inland Revenue Authority of Singapore) whether in Singapore or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended from time to time.
"Asset" means a Digital Asset or Fiat.
"Cryptocurrency" and “Digital Asset” means a Digital Currency or Digital Token which is offered for trading on Tokenize Exchange from time to time of which the current listing can be found at https://tokenize.exchange.
"Customer" means a person who has a valid Account as may be determined by Tokenize.
"Digital Asset Transaction" has the meaning set out in Section 8(2).
"Digital Currency" means a digital representation of value which is recorded on a distributed digital ledger whether cryptographically-secured or otherwise, that functions as a medium of exchange and is interchangeable with any money, including through the crediting or debiting of an account.
"Digital Wallet" means one or more digital currency wallets hosted by Tokenize that enables you to store, track, transfer, and manage your balances of Cryptocurrency or Digital Asset in respect of transactions conducted on the Tokenize Exchange or relating to your use of Tokenize Services.
"Digital Token" means a digital representation of value which is recorded on a distributed digital ledger whether cryptographically-secured or otherwise.
"Encumbrance" means any interest or equity of any third party (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.
"Enhanced Due Diligence" has the meaning set forth in Section 6(4).
“Fiat” means currency issued by the relevant body in a country or by a government that is designated as legal tender in its country of issuance.
"Fork" means the sudden changes in operating rules of the underlying protocols which govern the operation of the relevant Digital Assets network as described in Section 10(6).
"KYC" means Know-Your-Customer.
"MAS" means the Monetary Authority Singapore.
“Materials” means all or any part of the materials, information or contents made available to the Customer, located, hosted on, or linked on any page on the Site or Account in relation to the Tokenize Services, which include but are not limited to price information, data, photographs, graphics, illustrations, designs, trademarks, trade names, product names, tools, articles or videos.
“Privacy Policy” means Tokenize's privacy policy that governs the manner in which Tokenize collects, uses, and/or discloses your personal data when you browse, use or access the Site, and/or register for an Account and/or use the Tokenize Services, available at https://tokenize.exchange/privacy, as may be supplemented, amended or varied from time to time.
“Prohibited Activity” means any of the prohibited acts or any of the prohibited businesses as described in Section 16.
”Site“ means https://www.tokenize.exchange or any associated websites, Tokenize APIs, or mobile applications.
”Terms Of Use“ means the set of terms which govern use of the Site by any person who browses, accesses, or uses the Site, as made available here, and as may be supplemented, amended, or varied from time to time upon notification to you.
”Tokenize API“ means the application programming interface that Tokenize uses to enable you to interact with the Tokenize Exchange programmatically, including allowing you to obtain real-time market data and make trades, and which allows Tokenize to manage your Account.
”Tokenize Exchange“ means the electronic platform which facilitates the trading of Digital Assets through a central limit order book operated by Tokenize.
”Tokenize Group“ means Amazingtech Pte Ltd, any subsidiary or holding company (from time to time) of Amazingtech Pte Ltd, and any subsidiary from time to time of a holding company of Amazingtech Pte Ltd.
”Tokenize Services“ refers to the various services provided to you by Tokenize that are based on Internet and/or blockchain technologies and offered via Tokenize websites, mobile applications, and other forms (including new ones enabled by future technological development). Tokenize Services include but are not limited to the provision of the Tokenize Exchange, wallet services, and other service products made available to you from time to time such as crypto earn and dual earn.
The words "we", "us", "our" or any of their derivatives refer to Tokenize and its successors and any novatee, assignee, transferee or purchaser of Tokenize’s rights and/or obligations here under and any reference to Tokenize includes a reference to such successor, novatee, assignee, transferee or purchaser.
The words "you", "your", "yours" or any of their derivatives refer to the person who opens the Account and/or uses our Tokenize Services and shall include, as the context may require, personal representatives (as the case may be).
The relationship between you and Tokenize is governed by this Agreement. This Agreement shall apply to and govern your Account with us and all Tokenize Services.
References to Sections are to sections in this Agreement.
Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
ELECTRONIC CONTRACTING, COMMUNICATIONS AND SIGNATURES
Communications, notices, statements, and any other document relating to your relationship with us may be provided to you, whether solely or partially via electronic means. You hereby agree to receive all communications from us through electronic means, and you agree to Tokenize's use of electronic communications to enter into agreements and to communicate with you which may be effected in accordance with applicable laws on electronic commerce and electronic signatures.
You agree and acknowledge that all electronic records created and stored by us in respect of all matters relating to you, any transactions on your Account, and/or any Tokenize Services provided to you are deemed to be in writing and shall satisfy any legal requirement for documents to be in writing.
You agree and acknowledge that all electronic records created and stored by us are admissible under applicable evidentiary laws in respect of any facts stated therein. In the event we use or rely on such electronic records as evidence of any matters, you agree that you will not, at any time, dispute the authenticity or accuracy of any electronic records relied upon by us on the grounds that such record or information is in electronic form. For the avoidance of doubt, the foregoing shall not prejudice our right to rectify any error or omission contained in any record or information and our right to adduce any other evidence.
RISKS
Please see our general Risks Warning page on the Site. A summary of key risks is set out below.
You should understand the risks involved in buying, selling, or trading Digital Assets. As with any asset, the value of Digital Assets is volatile and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. This market volatility and other risks involved in buying, selling, or trading Digital Assets are explained on the risk warning at https://tokenize.exchange/risks. There may be additional risks not identified in this Agreement or the risk warning. You agree to bear all risk of loss in the value of the Digital Assets arising from or in connection with buying, selling, holding, investing in, or trading Digital Assets.
You should carefully consider whether your financial situation and risk tolerance is suitable for buying, selling, or trading Digital Assets. You accept and agree that you are solely responsible for any decision to buy, sell, trade, store, or otherwise hold or deal with Digital Assets and such decision should take into account your risk tolerance and financial circumstances. You should consult, if applicable, your own legal or tax professional in relation to your specific situation.
Under no circumstances does any information contained on the Site or provided to you through your Account or by any employee, agent, or affiliate of Tokenize, constitute financial, investment, or other professional advice or recommendation. We will not be held responsible for the decisions you make to buy, sell, trade, store, or otherwise hold or deal with Digital Assets based on the aforementioned information.
WARRANTIES AND REPRESENTATIONS
You warrant and represent to Tokenize that:
(a) If you are an individual, you are a Singapore citizen or Singapore permanent resident who is at least 18 years of age or such other minimum age required under Applicable Law for you to use the Tokenize Services. If you are not an individual, you are a company/corporation registered and/or incorporated under the Singapore Companies Act 1967 (as may be amended from time to time);
(b) You have full capacity to accept this Agreement and enter into any transaction available through the Site;
(c) If you are an individual, you will not have or attempt to have more than one (1) Account. Whether you are an individual or a corporation, you will not use or access any Account other than your own, or assist any other person in obtaining unauthorized access to your Account or any other Account;
(d) You will use the Account and/or the Tokenize Services only for yourself, and not on behalf of any third party;
(e) All information and documents provided to us are true, correct, and complete and not misleading in any material way and such information and documents will remain true and correct;
(f) All actions, conditions, and things required to be taken, fulfilled, and done in order (i) to enable you to lawfully enter into, exercise your rights and perform, and comply with, your obligations under this Agreement, and (ii) to ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done;
(g) Your obligations under this Agreement are valid, binding and enforceable;
(h) You are solvent, able to pay your debts as they fall due and not an undischarged bankrupt and/or are a going concern;
(i) Your entry into, exercise of your rights and/or performance of or compliance with your obligations under this Agreement does not and will not (i) violate any agreement to which you or where applicable, any of your affiliates, is a party or which is binding on any of you or your respective assets, or (ii) result in the existence of, or oblige you to create, any Encumbrance over the Digital Assets;
(j) You have obtained all consents, licenses, approvals or authorizations of, exemptions by or registrations with or declarations by, any governmental or other authority that you require, and these are valid and subsisting and will not be contravened by the execution or performance of this Agreement;
(k) Your use of the Tokenize Services complies with all Applicable Laws;
(l) You will inform, yourself, and, if necessary, consult your own professional advisers as to the relevant legal, tax and exchange control regulations in force in the countries of your citizenship, residence or domicile; and
(m) You will not use your Account for or in relation to any illegal activity, any Prohibited Activity, in violation of any laws, statutes, ordinances or regulations, or in breach of export controls or sanctions requirements.
Each representation and warranty contained in Section 4(1) will be deemed repeated on each day that the Agreement is in force.
ACCOUNT
Registration of Account
(a) To use the Tokenize Services, you will need to register for an Account by providing your name, email address, and a password and by accepting this Agreement. You undertake not to register for more than (1) one Account, except that if you are a corporation, you may register for more than one (1) Account. You further undertake not to register an Account on behalf of any person other than yourself.
(b) You are fully responsible for all activities that occur under your Account. We may, in our sole discretion, refuse to open an Account for you, or suspend or close any Account or the trading of specific Digital Assets in your Account. If you are a corporate Customer, we may at our sole discretion limit the number of Accounts that you may hold. For the avoidance of doubt, we are not obliged to open any Account for you or provide you with any of the Tokenize Services.
Third Party Access
(a) If you grant express permission to a third party to access or connect to your Account, either through the third party's conduct or service or through the Site, you agree to procure such third party to act or omit to act in a manner that is compliant with and in accordance with this Agreement. You acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Account(s) and any action or omissions of such third party shall be taken to be an action or omission of you. Further, you acknowledge and agree that you will not hold Tokenize responsible for, and will indemnify Tokenize from, any liability arising out of or related to any act or omission of any third party with access to your Account.
(b) You may change or remove permissions granted by you to third parties with respect to your Account at any time through the tabs on the ‘Settings’ page on the Site.
KNOW-YOUR-CLIENT PROCESSES
You acknowledge that we are obliged to carry out KYC processes in accordance with our policies and Applicable Laws. These KYC processes will be carried out by us as at the time when you register for an Account, and at any time after that as you continue to use the Account and/or Tokenize Services.
You agree to provide us with any information or documents for our KYC processes that we may request from time to time. The purposes for which we require such information or documentation include but is not limited to identity verification, for the detection of money laundering, terrorist financing, fraud, or any other financial crime, for any applicable tax disclosures or other reporting obligations, for the purpose of complying with any Applicable Law or pursuant to any order, direction, or request by any applicable court, government or regulatory authority.
You agree to complete certain verification procedures in relation to our KYC processes before you are permitted to use the Tokenize Services and to access specific Tokenize Services, including certain transfers of any Digital Assets.
As part of the KYC processes, we may, from time to time, and for so long as your Account is not closed, conduct enhanced due diligence on you (“Enhanced Due Diligence”). You accept and agree that you shall continue to be subject to such Enhanced Due Diligence as and when appropriate in accordance with our policies and Applicable Laws, and shall provide us with the documents and/or information requested for under the Enhanced Due Diligence.
In providing us with information required for our KYC processes from time to time:
(a) You permit us to keep a record of such information. Where the information constitutes your personal data, we will retain such record of the information in accordance with our Privacy Policy;
(b) You confirm that the information provided is true, correct and complete. You undertake to inform us promptly of any change in the information provided. Where such information constitutes your personal data, we will update and/or correct the information in accordance with our Privacy Policy;
(c) You agree that we shall, where required under Applicable Laws, share the information you have provided to us with relevant governmental authorities or bodies for the purposes of complying with our disclosure or reporting obligations; and
(d) You agree that if, following from our receipt of the information or documentation provided to us, we determine in our discretion that you do not meet the criteria to have an Account, we shall have the right to refuse to open an Account for you or to prevent you from continued usage of the Account and/or the Tokenize Services.
You agree that we shall have the right to take any action under Section 17(1) should you fail to provide any information or documents requested by us pursuant to this Section 6.
TRANSACTION LIMITS
The use of the Tokenize Services is subject to a limit on the value of the Fiat or Digital Asset that you may transact or transfer in a given period (e.g. daily). We reserve the right to change the limits from time to time at our discretion, including where we determine an alteration to be necessary based on KYC information collected on an ongoing basis. To view your limits, login to your Account and visit https://tokenize.exchange.
If you wish to raise your limits beyond the posted amounts, you may submit a request at info@tokenize.exchange.
If you wish to raise your limits described under Section 7(2) above, you may be subject to 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. You agree that we shall have the right to refuse your request to raise your limits described under Section 7(2) above if you do not provide us with any additional information we may require under the Enhanced Due Diligence, or if, following from our Enhanced Due Diligence, we determine in our discretion that you do not meet the criteria to have your limits raised. In our discretion, we may lower your limits at a subsequent time even if you have completed the Enhanced Due Diligence.
Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Tokenize Services and/or before permitting you to engage in transactions beyond certain volume or value limits.
DIGITAL WALLET AND UNSUPPORTED DIGITAL ASSETS
Tokenize Exchange enables you to buy Digital Assets using Fiat through the Digital Wallet. Conversely, when you sell Digital Assets you may elect to receive Fiat or other Digital Assets in the Digital Wallet.
Subject to Section 8(3), your Digital Wallet enables you to send Digital Assets to, and request, receive, and store Digital Assets from, third parties and/or third party operated digital wallets by giving instructions through the Site (each such transaction is a "Digital Asset Transaction").
The Digital Wallet will only be available in relation to the Digital Assets that the Tokenize Exchange supports. Information about the Digital Assets that the Tokenize Exchange supports can be found at https://tokenize.exchange/markets/spots, which information may change from time to time.
Tokenize may from time to time, at its absolute discretion, elect that a Digital Asset that is supported by the Tokenize Exchange will no longer be supported by the Tokenize Exchange (the “Unsupported Digital Assets”), whereupon the following shall apply:
(a) Tokenize shall, 30 days prior to the date that the Tokenize Exchange will cease to support the Digital Asset (the “Cessation Date”), provide you with a notice informing you of the same (the “Notice of Cessation of Support”);
(b) From the period starting on the date of the Notice of Cessation of Support and ending on the day immediately prior to the Cessation Date, you may transact in trades or take any other action on the Tokenize Exchange involving the Digital Asset;
(c) On and from the Cessation Date:
(i) You will no longer be allowed to transact in trades or take any other action involving the Unsupported Digital Asset through the Tokenize Exchange, save to move such Unsupported Digital Asset out of the Digital Wallet; and
(ii) You agree that we assume no responsibility or liability in connection with any attempt by you to use, or your use of, your Digital Wallet for the Unsupported Digital Asset, including without limitation any action taken by you to move the Unsupported Digital Asset out of the Digital Wallet, or any inability to move any Unsupported Digital Asset out of the Digital Wallet.
Under no circumstances should you attempt to use, or use, your Digital Wallet to store, send, request, or receive digital assets in any form that we do not support. If you attempt to receive or receive into the Digital Wallet any digital asset that the Tokenize Exchange does not support as at such time, or if you attempt to transfer out or transfer out from the Digital Wallet a Digital Asset using the wrong protocol, you agree that Tokenize does not assume any responsibility or liability whatsoever in connection with any losses that you may suffer or incur arising from any aforementioned action taken by you, including without limitation where you lose the digital asset as a result of such action.
In the event any Fiat or Digital Asset has been transferred to your Digital Wallet in error which you know, suspect, or should reasonably know or suspect is in error, you must immediately notify Tokenize of the error by sending an email to customercare@tokenize.exchange. You accept and agree that you have no claim or entitlement to any Fiat or Digital Asset received in error and must immediately return such funds in accordance with the instructions received from Tokenize.
INSTRUCTIONS
We will process Digital Asset Transactions in accordance with the instructions we receive from you. You are required to verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other third party and we will have no liability or responsibility for ensuring that the information you provide is accurate, authentic and/or complete. We are not obliged to enquire into any of these matters.
Access to private keys of a Digital Asset are the means by which a Digital Asset Transaction can be securely approved. The private keys to your Digital Assets are securely stored in a combination of online and offline storage. As a result of our security protocols, it may be necessary for us to retrieve private keys or related information from the offline storage in order to facilitate a Digital Asset Transaction in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Digital Asset Transaction but you agree not to hold us responsible or liable for any loss suffered by you arising from or in connection with such delay.
Instructions from you are irrevocable and you are not entitled to cancel, reverse or otherwise disclaim such instructions. We are under no obligation to act on an instruction to cancel or amend a previous instruction from you.
In order to process Digital Asset Transactions on your behalf, you will incur a withdrawal fee. A full list of Tokenize fees can be found at this URL: https://tokenizexchange.zendesk.com/hc/en-gb/sections/4402948047257-Deposits-and-Withdrawals.
We also reserve the right to refuse to process or refuse to complete, or to block, cancel or reverse your instructions, even after funds have been debited from your Account. In such case, we will, unless it would be unlawful for us to do so, provide you with notice of our actions. We may, at our absolute discretion, also provide you with the following further information:
(a) The reasons for such refusal to process or refusal to complete, or the reasons for the blocking, cancellation or reversal of, your instructions; and/or
(b) The procedure for you to remedy the error leading to such refusal to process or refusal to complete, or to remedy the error leading to the blocking, cancellation or reversal of your instructions, if any.
We will complete a transaction that we had refused to process or refused to complete, or had blocked or cancelled, and/or we will reinstate a reversed transaction that was reversed, as soon as reasonably practicable once the reasons for the refusal to process or complete the transaction, or the reasons for the blocking, cancellation or reversal of your instructions, no longer exists, provided that we shall not be under any obligation to guarantee that such completion or reinstatement of a transaction will be at the same price or on the same terms as the previous intended transaction that was not processed or completed, or was blocked, cancelled or reversed.
Without prejudice to the generality of the foregoing, we may, in addition to any other rights we may have, do any of the following (the list of which is not exhaustive):
(a) Refuse to process, or cancel or reverse any pending Digital Asset Transaction if required by law, regulation or any court or other authority to which Tokenize or Tokenize’s affiliate is subjected to in any jurisdiction; or
(b) Decline to act where there are insufficient Digital Assets in the Account to carry out your instructions, or where the instruction does not comply with any limit that applies in respect of your use of the Tokenize Exchange.
TRANSACTIONS ON DIGITAL ASSET NETWORKS
A Digital Asset Transaction must be confirmed and recorded in the public ledger of the relevant Digital Asset network (e.g. Bitcoin, Ethereum, Ripple or any other Digital Asset network that may be approved in the future) when Digital Assets are sent or received. That Digital Asset network is solely responsible for verifying and confirming any such transactions. Tokenize cannot confirm, cancel or reverse Digital Asset Transactions once they have been broadcasted to the relevant Digital Asset network.
You accept and agree that:
(a) When a transaction has been submitted to a relevant Digital Asset network, the transaction is not complete and will be in a pending status until the relevant Digital Asset network has given a sufficient confirmation of the Digital Asset transaction. Funds associated with transactions in the pending state will be designated accordingly and will not be included in your Account or be available to you to conduct transactions.
(b) When you send Digital Assets from your Account, you are authorizing us to submit your transaction request to the relevant Digital Asset network. Once a transaction request has been submitted to the relevant Digital Asset network, the Digital Asset network will automatically complete or reject the request and neither you nor Tokenize will be able to cancel or otherwise modify your transaction.
(c) Digital Asset networks are operated by decentralized networks of independent third parties. They are not owned, controlled or operated by Tokenize so we cannot ensure that any transaction details you submit will be confirmed by the relevant Digital Asset network. You agree that any transaction details you submit may not be confirmed or completed, or may be substantially delayed, by the Digital Asset network used to process the transaction, and you shall not hold Tokenize liable or responsible in any way for such non-confirmation, non-completion, or delay.
When you or a third party send Digital Assets from an external digital wallet not hosted on Tokenize to a Digital Wallet, the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of miner’s fees in order for the transaction to be successful. Non-payment of miner fees may cause your transaction to remain in a pending state outside of Tokenize’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 Tokenize has no obligation to assist in the remediation of such transactions.
We do not own or control the underlying software protocols which govern the operation of the Digital Assets networks. Generally, the underlying protocols use ‘open source’ software and anyone can use, copy, modify, and distribute them.
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 Digital Asset you store in your Digital Wallet may change.
The underlying protocols of a Digital Asset network may be subject to sudden changes in operating rules from time to time, causing the protocol to be forked in another direction (known as Forks). The Forks may cause a disruption to the way in which the Digital Asset network is operated, which may materially affect the value, function, and/or the name of the Digital Asset you store in your Digital Wallet. Should a Fork occur, Tokenize may, with or without notice to you, temporarily suspend operations in relation to that Fork. We may, in our reasonable discretion, decline to support either or both of the original protocol and the Forked protocol. You acknowledge the risks presented by Forks and you accept that we have no responsibility to assist you to move or sell or buy a Digital Asset governed by a Forked protocol that Tokenize does not support.
DEPOSITS AND SAFEGUARDING
You acknowledge that by maintaining your Fiat funds in our designated bank trust account and your Digital Assets in our stipulated third party hosted wallets, you appoint Tokenize to facilitate the arrangement for the safeguarding and custody of your Fiat funds and Digital Assets.
You acknowledge and agree that where the Company holds Fiat funds with a bank and Digital Assets with a third party licensed or exempt custodian as per below, there may be risks, including difficulties in recovery in the event of the bank’s or designated custodian’s insolvency.
You acknowledge and agree that Fiat Currency and Digital Assets which are deposited with the Company may be aggregated and held with the assets of the Tokenize’s customers on an omnibus basis. This may in some instances result in the risk of your allocation in the said Fiat funds or Digital Assets not being specifically attributable to a particular customer. Tokenize shall aim to maintain proper and accurate books in order to mitigate the aforementioned risk from materialising.
Deposits of Fiat fundsYou may fund your Account by depositing funds in Fiat from your bank account into our bank account which constitutes a designated trust account with a specified safeguarding institution as mandated by section 23 of the Payment Services Act 2019. You acknowledge that this designated trust account is a non-interest bearing account and you will not be entitled to any interest accrued and you waive all rights to such interest. Funds deposited in your Account can be used only to trade on Tokenize.
The specified trust account for deposits of Fiat funds will be detailed in at https://tokenize.exchange/wallets. The trust account into which you make a deposit of Fiat funds will be a segregated account used exclusively for the purpose of holding and processing Customers’ funds. Subject to the terms of this Agreement, you retain a right to any Fiat funds you deposit into the trust account until such time as your funds are used or withdrawn.
We shall only accept monies from you which are received from bank accounts belonging to you. If we are not satisfied that the monies deposited by you came from bank accounts belonging to you, we will refund such monies to the bank account from which the funds deposited in your Account came from, subject to Applicable Laws. You agree that we shall not be responsible to you for any losses, claims, liabilities, costs, and/or expenses incurred or suffered by you arising from or in connection with our refund of the monies back to such bank account.
The payment method by which you deposit funds are set out at https://tokenize.exchange/wallets. Where you have made a deposit using the supported payment method and adhered to the requirements of Tokenize for deposits of funds, your deposit will be allocated to your Account. Deposits may take time to reflect in your Account due to bank processing times, operational processes, and/or failure by you to adhere to Tokenize’s requirements for deposits of funds. Under no circumstances will Tokenize have any liability to you in relation to any delay in failure of a deposit being reflected in your Account.
Deposits of Fiat fundsYou may also deposit into your Digital Wallet, Digital Assets supported by the Tokenize Exchange from third party hosted digital wallets belonging to you.
Digital Assets received will be held on behalf of you in a segregated account which is designated trust account. Our cold wallets are held by a third-party qualified custodian in Singapore that will be a licensed Major Payment Institution or exempt payment services entity operating under the Payment Services Act 2019. Our hot wallets are held as a customer trust account and segregated from our own assets.
Digital Assets supported by the Tokenize Exchange that are deposited in your Digital Wallet can be used to trade on the Tokenize Exchange. Deposits of Digital Assets may take time to reflect in your Digital Wallet due to operational processes, and/or failure by you to adhere to Tokenize's requirements for deposits of Digital Assets. Under no circumstances will Tokenize have any liability to you in relation to any delay in failure of a deposit being reflected in your Digital Wallet.
Tokenize shall aim to ensure that any appointed third-party qualified custodian will keep your Digital Assets using security measures that are consistent with international standards.
WITHDRAWALS
You may withdraw Digital Assets from your Digital Wallet by transfer to a third party hosted digital wallet controlled by you or a third party. You are solely responsible for ensuring that any withdrawal instructions provided to Tokenize, including the relevant digital wallet address, are complete and correct and you accept and agree that under no circumstances will Tokenize be under any obligation to reverse or revise any withdrawal.
You may withdraw funds in Fiat from your Account directly to your bank account. Tokenize will process withdrawals in accordance with your instructions. You are solely responsible for ensuring that any withdrawal instructions provided to Tokenize, including the relevant bank account number, are complete and correct and you accept and agree that under no circumstances will Tokenize be under any obligation to reverse or revise any withdrawal.
Tokenize may also charge a fee on certain deposits or withdrawal of funds (e.g. bank remittance). All such fees will be clearly displayed in your Account.
Withdrawals to the bank account of any third party are expressly prohibited. You agree not to make, or attempt to make, any withdrawal of funds from your Account to the bank account of a third party and accept that any such withdrawal may be refused and/or result in us taking any action under Section 17(1).
TOKENIZE EXCHANGE
Tokenize Exchange is an electronic platform which facilitates the trading of Digital Assets through a central limit order book operated by Tokenize. You understand and agree that your use of Tokenize Exchange is at your own risk and that you are responsible for any and all orders, trades, and other instructions entered into your Account including identifiers, permissions, passwords, and security codes associated with your Account.
In the event that your Account is suspended, restricted, closed, deactivated, or cancelled pursuant to Section 17, we will immediately cancel all open orders associated with your Account, block all withdrawals and bar the placing of further orders until resolution.
Tokenize reserves the right to immediately cancel any open trades and/or suspend activity on the Tokenize Exchange in the event any of the following applies:
(a) If Tokenize becomes aware or reasonably suspects that your Account or any of its security details have been compromised;
(b) Tokenize is required under Applicable Laws or instructed by any governmental authority to do so;
(c) If Tokenize is unable to complete any Enhanced Due Diligence checks within fifteen (15) business days of commencing such checks, due to delay by you in providing Tokenize with the necessary documents and/or information requested; or
(d) If, based on Tokenize’s internal policies and procedures, Tokenize determines, at its sole discretion, that it is necessary to take any such action.
FEE
By placing an order on the Tokenize Exchange, you agree to pay all applicable fees in connection with the order, including without limitation, trading fee rates, and you authorize Tokenize to automatically deduct fees directly from your Account. Trading fee rates can be found at https://tokenize.exchange.
The Tokenize Services, and their corresponding fees, as may be amended from time to time, can be found at this URL: https://tokenizexchange.zendesk.com/hc/en-gb/sections/4402948047257-Deposits-and-Withdrawals. These fees will apply to you when you use the respective Tokenize Services.
You shall make all payments due under this Agreement free and clear of, and without deduction, withholding or set-off on account of, any tax or levy or any other charges present and future.
You shall be liable for any service tax, value added tax or any other tax chargeable by law on any payment you are required to make to us. If we are required by law to collect and make payment in respect of such tax, you will indemnify us against such payments.
Suspension, restriction, closure, deactivation or cancellation of your Account pursuant to Section 17 shall not affect your obligation to make payment of fees or other amounts you owe to Tokenize.
In the event there are outstanding amounts owed to us:
(a) We reserve the right to withhold amounts from funds you may transfer from your Account; and/or
(b) We may deduct your Account with the full amount of any fees payable by you, or any other monies owed by you to us pursuant to any liability of any nature arising in respect of the Account or otherwise. For this purpose, we may withdraw and collect uninvested cash in your Account and/or sell your Digital Assets and collect the proceeds from such sale.
COMPLIANCE WITH TAX OBLIGATIONS
The provision by us to you of the Account and all Tokenize Services and the relationship between us and you shall be subject to all Applicable Laws provided that to the extent permitted by law, a breach of any Applicable Law shall not discharge or release you from any of your obligations under this Agreement to us.
We shall be entitled to rely on and to act in accordance with all legislation and any guidelines, codes, or other information applicable to us, including those published by the MAS and we shall not incur any liability to you as a result of our so reliance or acting.
PROHIBITIONS
By opening an Account, you hereby agree and acknowledge that you are prohibited from performing any of the prohibited acts or engaging in any of the prohibited businesses set out in this Section for the duration of the Agreement (each a "Prohibited Activity"):
(a) Unlawful activity: Violation of any laws, statutes, ordinance, or regulations.
(b) Abusive activity: Engaging in abusive activity which includes but is not limited to:
(i) Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
(ii) Transmitting or uploading any material to the Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs;
(iii) Attempting to gain unauthorized access to the Site, other Accounts, computer systems or networks connected to the Site, through password mining or any other means;
(iv) Using 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;
(v) Transferring your Account access or rights to your account to a third party, unless by operation of law or with the express permission of Tokenize;
(c) Abuse other users:
(i) Interfere with another individual's or entity's access to or use of any Tokenize Services;
(ii) 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;
(iii) Incite, threaten, facilitate 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 consent;
(iv) Illegal activities: Undertaking, facilitating or supporting criminal activity of any kind, including but not limited to, money laundering, terrorist financing, illegal gambling operations or malicious hacking;
(v) Fraud: Any fraudulent activities, including but not limited to taking any actions that defraud Tokenize or a Tokenize user or any other person, or the provision of any false, inaccurate, or misleading information to Tokenize;
(vi) Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance;
(vii) Intellectual Property Infringement: Undertaking, facilitating or supporting transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law;
(viii) Drugs and substances: Sale of narcotics, controlled substances, pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body, substances designed to mimic illegal drugs;
(ix) 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, adult live chat features;
(x) Illegal Multi-level Marketing: Pyramid schemes, Ponzi schemes, matrix programmes, "get rich quick" schemes, multi-level marketing programmes or high-yield investment programmes that are of an illegal nature.
Unless you have obtained the prior written consent of Tokenize, you accept and agree that you will not use your Account to conduct or operate any of the following business activities or categories of activity for the duration of the Agreement:
(a) Money Services: Money remittance or digital asset transmission in a manner not intended under this Agreement, currency or Digital Asset exchanges or dealers; payment service provider, e-money or any other financial services business;
(b) Investment and Credit Services: Investment funds, asset management, brokerage services, consumer lending services, including but not limited to secured and unsecured loans, cash advances, payday lending;
(c) Charities: Acceptance of donations for non-profit enterprises;
(d) 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;
(e) Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.
RESTRICTIONS TO ACCESS TO THE TOKENIZE SERVICES OR TO YOUR ACCOUNT
Without prejudice to any other rights or remedies that we may have under this Agreement or under law, we reserve the right to:
(a) Suspend, restrict, or terminate our provision of the Tokenize Services to you in accordance with Section 17(2) for any reason and with no liability; and/or
(b) Suspend, restrict, close, deactivate or cancel your Account with immediate effect for any reason and with no liability, including but not limited to 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;
(iv) We reasonably suspect your Account to be the subject of an operational or other error, in which case we may be required to suspend access to your Account until such time as the error is rectified;
(v) We reasonably suspect that your Account has been or is being used in relation to any unlawful, illegal or fraudulent manner;
(vi) We reasonably suspect you or your Account is or has been associated with, or poses a high risk of, money laundering, terrorist financing, fraud, or any other financial crime;
(vii) 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; or
(viii) We reasonably suspect you of taking any action that may circumvent our controls such as opening multiple Accounts or abusing promotions that we may offer from time to time.
In the event we elect to take any action described under Section 17(1)(a) above, your right to use the Tokenize Services as a Customer shall be suspended, restricted or terminated (as the case may be), following which you shall not be permitted to transact, buy or sell Digital Assets, or to participate as a Customer in the Tokenize Services, save that you may withdraw your Digital Assets from the Digital Wallet (unless prohibited under Applicable Laws).
The following shall apply in the event we take any action pursuant to Section 17(1), except where we close, deactivate or cancel your Account under Section 17(1)(b):
(a) We will, unless it would be unlawful for us to do so, provide you with no less than twenty-four (24) hours’ notice of our actions. We may, at our absolute discretion, but without prejudice to the generality of Section 17(4), also provide you with the following further information where applicable:
(i) The reasons for the action taken; and/or
(ii) The procedure for you to remedy the error leading to such action taken by us, if any.
(b) We will lift any action taken by us pursuant to Section 17(1) (the “Lifting of Restrictions”), as soon as reasonably practicable once the reasons for such action taken by us no longer exists, provided that we shall not be under any obligation to guarantee that any transaction made through the Tokenize Exchange after the Lifting of Restrictions would be at the same price or on the same terms as the previous intended transaction that was not processed or completed, or was blocked, cancelled or reversed, due to the action taken by us pursuant to Section 17(1).
You agree that we may, but are not obliged to, provide our reason(s) for taking any actions described under Section 17(1)(a) or Section 17(1)(b). Our decision to take any such action 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 our risk management and security procedures to you.
If you wish to terminate your Account, you may submit a request at info@tokenize.exchange to terminate your Account.
If we take any action described under Section 17(1) for any reason, we reserve the right to require you to re-complete the procedures described under Section 6 before permitting you to transfer or withdraw your Assets.
ACCOUNT SECURITY
You are solely responsible for keeping confidential and safeguarding your Account details. You are also solely responsible for any activities or actions taken under your Account. You must not disclose your login credentials and/or security credentials for your Account to any person. You shall be solely responsible for any and all consequences of use or misuse of your Account, login credentials, and/or security credentials arising from your failure to protect your login and/or security credentials.
You are responsible for keeping the device(s) through which you access Tokenize Services safe and for maintaining adequate security controls over such device(s). This includes taking all reasonable steps to avoid the loss, theft or misuse of such device(s) and ensuring that such device(s) has adequate security controls (e.g. encrypted and password protected).
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 on your device or your Account which affects you and/or Tokenize, you should notify us as soon as possible.
We do not guarantee, represent or warrant that our Site or the Tokenize Exchange is free of malicious software, including but not limited to, viruses, computer worms, trojan horses, spyware or other harmful components (the “Malicious Software”).
Tokenize assumes no liability or responsibility for:
(a) Unauthorized access to or use of your Account or the Tokenize Services and/or any and all personal information and/or financial information stored therein;
(b) Any illegal act done by any third party that results in the loss of your Digital Asset;
(c) Any instruction pertaining to a Digital Asset Transaction given to Tokenize that you did not authorize or did not send;
(d) Any loss, damage, expense, cost or other liability that may result from any transmission of Malicious Software via our Site or the Account or the Tokenize Exchange or otherwise through our provision of the Tokenize Services to you; and/or
(e) Any damage or interruption caused by any malware, virus, bug or other malicious code that may affect your devices or other equipment, any phishing, spoofing or other attack by third parties, or for any losses which you or any other party may suffer arising from your Account being compromised and/or theft of your login or security credentials.
You shall not attempt to circumvent, disable or otherwise interfere with security-related features of the Tokenize Exchange or the Site or the Account.
LINKS TO THIRD PARTY CONTENT
Our Site may contain links to third-party websites or services or material that are not owned or controlled by Tokenize. Tokenize has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services or material.
The third party websites may contain information that has not been devised, verified or tested by us or our officers, employees or agents. We do not endorse and make no guarantee or representation or warranty in connection with, and have no liability for, any third party websites or services or material, including without limitation, guarantees, representations or warranties as to, the truth, adequacy, originality, accuracy, timeliness, completeness, suitability, satisfactory quality, merchantability or fitness for any particular purpose. We also do not guarantee that the provision of any links to such third party websites or services or material, do not infringe third party rights.
You hereby acknowledge and agree that Tokenize shall not be responsible or liable, whether directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services or materials. We strongly advise you to read all the terms and conditions and privacy policies of any third-party websites or services or relating to use of third party materials.
You agree that your access to and/or use of such linked third party websites or services or material is entirely at your own risk and subject to the terms and conditions of access and/or use contained therein.
SERVICE AVAILABILITY
We will do all we can to ensure continuous operation of our Site and the Tokenize Services. However, access to our Site and/or the Tokenize 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.
We cannot guarantee that the Site, the Tokenize Exchange, the Tokenize API, your Account or other Tokenize Services will be available without any interruption or will not experience any delays, omissions, interruption, breach of security, corruption, unavailability of access, failures, loss of transmitted information or errors whatsoever (the “Defects”). We do not guarantee that any order will be executed, accepted, recorded, or remain open. We assume no responsibility for consequences of any such Defects even if either of us had been advised as to the possibility. You agree that your access to and use of the Tokenize Exchange, the Site, the Account, or the Tokenize Services may incur data, internet and other fees and charges imposed by third party service providers and you agree that such fees and charges shall be wholly borne by you.
Please note that in certain circumstances our customer support response times may be delayed, including during times of significant volatility or volume.
You agree and acknowledge that Tokenize shall not be liable for any losses suffered resulting from or arising out of Sections 20(1) to 20(3).
ACCURACY
While we will do our best to ensure all information on the Site is accurate and up-to-date, the Site (and all content therein) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. Tokenize assumes no responsibility or liability for any errors, omissions, inaccuracies, or mistakes in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available via the Tokenize Exchange, the Site, the Account, or otherwise in connection with our provision of the Tokenize Services.
In an effort to continue to provide you with the most complete and accurate information, information on the Site may, to the extent permitted by applicable law, be changed or updated from time to time without notice. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.
USE OF THE TOKENIZE API
Tokenize utilizes the Tokenize API at https://tokenizexchange.zendesk.com/hc/en-gb/articles/360022521593-Developer-s-Guide-API. Any use of the Tokenize API is entirely at your own risk. It is your responsibility to keep any API keys, passwords or other credentials relating to your use of the Tokenize API secure, and you accept and agree that you take full responsibility for any and all requests made over the Tokenize API, whether authorised by you or not.
Tokenize sets and enforces limits on your use of the Tokenize API, including without limitation limiting the number of requests per second. You accept and agree that any circumvention of, or attempt to circumvent, these limits, or any use of the Tokenize API that may adversely affect other users of the Site, may result in Tokenize, at its sole discretion, revoking your API access.
Where market information is provided to you through the Tokenize API, you are not permitted to copy, redistribute or sell such information without the prior written consent of Tokenize.
OUR LIABILITY
Disclaimer of Warranties
Your Account, the Site, the Tokenize Exchange, the Tokenize Services and any related products or services are offered on a strictly “as-is” and “where-available” basis and Tokenize expressly disclaims, and you waive, all warranties of any kind in relation to the same, whether express or implied. Without limiting the generality of the foregoing, your Account, the Site, the Tokenize Exchange, the Tokenize Services and any related products or services are offered without any warranty as to merchantability or fitness for any particular purpose.
Exclusion and Limitation of Liability
(a) Subject to Section 23(2)(b), Tokenize’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 Tokenize of this Agreement shall be limited to a maximum of the fees earned by Tokenize in connection with your use of the Tokenize Services in the 12-month period immediately preceding the event giving rise to the claim for liability.
(b) In no event shall Tokenize, all other entities within the Tokenize Group, the service providers of any entity within the Tokenize Group, and the directors, members, employees and/or agents of the aforementioned entities (each, a “Relevant Party”, and collectively, the “Relevant Parties”) be liable to you for any of the following types of loss or damage arising under or in connection with this Agreement or your use of the Tokenize Services:
(i) any loss of profits or loss of expected revenue or gains, including but not limited to 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);
(ii) any loss of, or damage to reputation or goodwill;
(iii) any loss of sales or business or opportunity, customers or contracts;
(iv) any loss or waste of overheads, management or other staff time;
(v) 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);
(vi) any loss of use of hardware, software or data and/or any corruption of software, data or information, including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital asset price data; any error or delay in the transmission of such data; and/or any interruption in any such data;
(vii) any loss, damage, cost and/or expense that we have expressly excluded or disclaimed or otherwise absolved ourselves of liability or responsibility for that are contained in other Sections of this Agreement; and
(viii) any indirect or consequential loss arising or in connection with our breach of this Agreement, except where we are prohibited under law from excluding any such liability.
(c) The provisions of Section 23(2)(b) shall be for the benefit of each Relevant Party, and shall be enforceable by each Relevant Party.
YOUR LIABILITY
You shall be liable to us for your breach of the terms of this Agreement.
To the maximum extent permitted by law, you agree to indemnify Tokenize, all other entities within the Tokenize Group, and the directors, members, employees and/or agents of Tokenize and all other entities within the Tokenize Group (each, an “Indemnified Party” and collectively the “Indemnified Parties”) against any action, liability, cost, claim, loss, damage, proceeding or expense (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) suffered or incurred by an Indemnified Party directly or indirectly arising from or in connection with:
(a) Any breach of a warranty or representation contained in Section 4(1);
(b) Your use of or conduct in relation to the Site and/or the Tokenize Exchange and/or your Account and/or any other Tokenize Services that is not in compliance with the terms of this Agreement; and/or
(c) Your breach of the terms of this Agreement.
The provisions of Section 24(2) shall be for the benefit of each Indemnified Party, and shall be enforceable by each Indemnified Party.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (the “Dispute”), shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section.
The seat of the arbitration shall be Singapore.
The Tribunal shall consist of one (1) arbitrator.
The language of the arbitration shall be English.
The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.
SUBMISSION OF FEEDBACK, QUERIES OR COMPLAINTS
If you wish to contact us with any feedback, questions, or complaints, please contact:
For feedbacks or queries: info@tokenize.exchange
For complaints: customercare@tokenize.exchange
When you contact us, please provide us with your name, email address, and any other information we may need to identify you, your Account, and where applicable, the relevant transaction in respect of which your feedback, question, or complaint relates.
PRIVACY POLICY
Your Privacy
In the course of our relationship with you and to provide you with the Tokenize Services, we will collect and process your personal data in accordance with the terms of our Privacy Policy.
Privacy of Other Users
(a) In the event you receive information about any other individual when using the Site or in the course of your access to and/or use of the Tokenize Services, you are strictly required to keep such information confidential.
(b) Save where you have received the relevant individuals’ express consent, you are strictly prohibited from:
(i) using information relating to another individual for any purpose other than for the purposes for which you received the information about the individual and using the information in any manner other than a manner reasonably necessary for you to carry out a transaction on the Tokenize Exchange and other functions reasonably incidental thereto; and
(ii) disclosing or distributing information relating to any other individual which you have obtained from your use of the Site or the Tokenize Services to any third party.
(c) You shall not send unsolicited communications to any other user of the Site or the Tokenize Services.
MATERIALS AND LIMITED LICENSE
Materials are either owned by or licensed to Tokenize, subject to copyright and all other intellectual property rights under the law.
We grant you a limited, revocable, non-exclusive, non-transferable license, to access and use the Site and the Tokenize Services, and related Materials in accordance with the terms of this Agreement. The license granted is solely for your use of the Site and the Tokenize Services in accordance with the terms of this Agreement, and for any other purposes as permitted by us from time to time.
You shall only use the Materials as intended through the provided functionality of the Site and as permitted under this Agreement. You agree not to use, transfer, assign, distribute, copy, store, transmit, disseminate, distribute, sell, license, adapt, alter, reverse engineer, modify, decompile, disassemble, publish, reproduce, publicly display, hyperlink, or participate in the transfer or sale of, create derivative works from, or otherwise use in whole or in part in any manner, for any purpose whatsoever, the Materials, unless prior written approval has been granted by Tokenize or the respective licensors of the Materials. Tokenize reserves all rights not expressly granted in and to the Materials.
For the avoidance of doubt, "Tokenize.exchange", "Tokenize", "Tokenize Exchange", and all logos related to the Tokenize Services or displayed on the Site are trademarks or registered marks of Tokenize or its licensors. You may not copy, imitate or use them without our prior written consent.
Tokenize makes no representations or warranties with respect to the Materials, including without limitation to the merchantability or quality of the Materials, completeness, non-infringement, accuracy, usefulness, satisfactory quality, or fitness for any particular purpose.
You shall not attempt to circumvent, disable or otherwise interfere with features that prevent or restrict use or copying of any Material or enforce limitations on the use of the Materials.
Tokenize shall have the right and absolute discretion (without the obligation) to monitor, review, reject, refuse to upload any Material, or to remove any Material from the Site or Account, without notice to you.
TAXES
You are solely responsible for determining whether, and to what extent, any taxes apply to any transactions you conduct through the Tokenize 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.
EXPORT CONTROLS AND SANCTIONS
Your use of the Tokenize Services and the Site is subject to international export controls and economic sanctions requirements. By undertaking any activity on the Site or through your Account, including but not limited to sending, receiving, buying, selling, trading or storing Digital Assets through the Site or any of Tokenize Services, you agree that you will comply with those requirements.
You are not permitted to acquire Digital Assets or use any of the Tokenize Services through the Site if:
(a) You are in, under the control of, or a national or resident of any country subject to United States embargo, United Nations sanctions or the UK's HM Treasury's financial sanctions regimes (each a "Sanctioned Country"), or if you are a person on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, or the UK's HM Treasury's financial sanctions regime (a "Sanctioned Person"); or
(b) You intend to supply any acquired or stored Digital Assets or Tokenize Services to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.
UNCLAIMED PROPERTY
In the event that you have not accessed your Account through the Site or otherwise undertaken any activity in relation to your Account (such as transfer-in of funds) for two (2) years, the Account will be deemed dormant and de-activated. Re-activation is required for the Account to resume activity.
If you wish to re-activate the Account, you agree to provide us with such information as we may require to authenticate your identity. If you fail to provide us with the information required to authenticate your identity, we may terminate your Account in accordance with this Agreement.
If we determine in good faith that we are still unable to trace you in the two (2) years following dormancy, the Account will be terminated at the end of the two (2) year period following dormancy and you agree that all Digital Assets then standing to the credit of any Account may forthwith be liquidated in such manner as we may determine appropriate at our sole discretion, and the proceeds of the liquidation together with any Fiat standing to the credit of any Account (after setting off any applicable administrative costs and/or amounts due and owing to us) (the “Proceeds”), shall be held by us for your benefit for a period of one (1) year after termination of your Account.
You shall be entitled to claim the Proceeds within the period of one (1) year from the date of termination of your Account. You agree that you shall not hold us responsible or liable for any losses suffered or incurred by you arising from or in connection with the manner in which we converted any Digital Assets into monies for the purposes of Section 31(3).
If any of the Proceeds remain unclaimed by you after the period of one (1) year from the date of termination of your Account:
(a) You agree that you shall automatically be taken to have relinquished absolutely any right to ownership of the Proceeds and/or right to possession of the Proceeds that you may have, and you agree that you neither claim nor retain any interest in the Proceeds; and
(b) You expressly waive, release and relinquish any and all defences, claims, counterclaims, and/or other causes of action, if any, arising from or in connection with the Proceeds or the Assets then standing to the credit of any Account as at the time that such Account was terminated pursuant to Section 31(3).
TERMINATION OF THIS AGREEMENT
This Agreement may be terminated in any one of the following ways:
(a) Where we close, deactivate, or cancel your Account pursuant to Section 17(1)(b), whereupon this Agreement shall be terminated immediately upon such notification by us to you;
(b) Where you submit a request to us to terminate your Account in accordance with Section 17(5), whereupon this Agreement shall be terminated immediately upon such notification by us to you;
(c) Where we terminate your Account pursuant to Section 31(2) or Section 31(3), whereupon this Agreement shall be terminated immediately and automatically; or
(d) Where you inform us that you wish to terminate this Agreement due to a Force Majeure event pursuant to Section 33(8).
On termination of this Agreement:
(a) All provisions of this Agreement which by their nature extend beyond the termination of this Agreement, including, without limitation, all disclaimers, indemnities and exclusions, will continue to be binding and operate after the termination of this Agreement;
(b) Unless prohibited by Applicable Laws or by any court or other order to which Tokenize is subject in any jurisdiction, and save where we have closed, deactivated or cancelled your Account pursuant to Section 17(1)(b), you are permitted to access your Account for ninety (90) days after the date of termination solely for the purposes of transferring out from the Digital Wallet, Digital Assets and/or your funds deposited in your Account. You are not permitted to use the Tokenize Services or your Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Site for you accordingly.
MISCELLANEOUS
Amendments
(a) We may make all other amendments to the Agreement (including any other Tokenize Services and those relating to it) by posting the revised Agreement on the Site or by emailing it to you, indicating when the revised Agreement becomes effective. Although we will endeavour to provide you with advance notice where possible, where lawful we shall indicate that the revised Agreement shall be effective immediately. You are responsible for reviewing the amendments made, and the revised terms as may be posted or emailed from time to time. Your continued use of the Tokenize Services after we post the revised Agreement on the Site or email you the revised Agreement constitutes your acceptance or deemed acceptance of the revised Agreement. If you do not agree with any such revision, you should close your Account and cease using the Tokenize Services. Copies of the most up-to-date version of the Agreement will be made available in the Site at all times and will be provided to you by email on your request.
(b) You agree that the mutual promises and covenants contained in this Agreement shall be sufficient and adequate to support any amendment, variation or changes in the terms and conditions under this Agreement, and no party is required to provide any additional consideration for any such amendment, variation or change to the terms and conditions under this Agreement made from time to time.
Relationship of Parties
Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, either you or Tokenize to be treated as partners or joint venture partners, or either you or Tokenize to be treated as the agent of the other.
Contact Information
You are responsible for keeping your email address and telephone number up to date in your Account file in order to receive any notices or alerts that we may send you.
Entire Agreement
This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and Tokenize 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 Tokenize.
Transfer and Assignment
You shall not have the right to assign any of such rights, undertakings, agreements, duties, liabilities and/or obligations hereunder, except with our written consent. We may assign or transfer any of our rights hereunder to any party without your consent, but subject to prior notification.
Rights of third parties
Except for the Relevant Parties defined under Section 23(2)(b) and the Indemnified Parties defined under Section 24(2) that are not parties to this Agreement, any person who is not a party to this Agreement shall have no right (whether under the Contracts (Rights of Third Parties) Act (Cap. 53B) or otherwise) to enforce or enjoy the benefit of any term of this Agreement.
Change of control
In the event that Tokenize is acquired by or merged with a third party, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Force Majeure
Tokenize shall not be liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any change in Applicable Law, delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control. In such circumstances, we shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 72 hours, you may terminate this Agreement by giving 3 working days written notice to us through email to info@tokenize.exchange.
Third Party Interests
You shall not create an Encumbrance over your Digital Asset except with our written consent.
Invalidity
If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of this Agreement shall continue in full force and effect and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
Waiver
A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. We may grant time or other indulgence to you or any other person, without impairing or affecting in any way any of our rights as against you or any such other persons.
Language
The language of this Agreement and any information or notifications are or will be provided to you in English. Any translation of this Agreement or other documents is provided for your convenience only and may not accurately represent the information in the original language version. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.
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