Last Updated: Nov 7th, 2024
Introduction
The Client agrees to abide by the following terms and conditions
governing all services provided by the Company, at its discretion, to the
Client. Please also refer to the "Privacy Policy" posted on the Website
and the Nemo platform for detailed information.
1.1
Definitions and Interpretation
In these Terms the
following words and expressions shall have the following meanings: -
“Account” means any Client account opened with, and maintained by, the
Company in the Client’s name in connection with any related services offered by
the Company;
“Affiliate” means, in relation to a Person, any other Person that,
directly or indirectly, is Controlling, Controlled by or under common Control
with such Person;
“Agreement” means the written agreement between the Client and the
Company regarding the opening, maintenance and operation of the Account as
amended from time to time, including but not limited to these Terms, the Rules,
any document setting out the fees, costs, charges and expenses that may apply
to any service provided by the Nemo platform, any Instruction and/or any Transaction,
and any other rules, notifications, guidelines, terms or agreements designated
by the Company to form part of the Agreement;
“Airdrop” means the attempted distribution or distribution by a
Virtual Asset network of any Virtual Assets to Virtual Asset addresses of a
supported network;
“AML/CFT Requirements” means the Anti-Money Laundering or Counter-Financing
of Terrorism requirements regulated by applicable laws;
“Authorized Person(s)” means individuals who have been nominated or
duly authorized by the Client according to necessary corporate or other actions
(supported by appropriate documentation provided to and deemed acceptable by
the Company), to act on behalf of the Client in relation to these Terms.;
“Client” or “you”
means
a user who has a valid Third-Party Account, including
without limitation a Wallet, through which the user has connected to our services;
“Company” or “Nemo” means BITO PTE LTD, a limited liability
company incorporated in Singapore with company registration number 202235877N;
“Connected Content”
means any Content or personal financial data that the Client have provided to
and stored in the Client’s Wallet;
“Content” means
any information, data, text, software, music, sound, photographs, graphics,
video, messages, tags and/or other materials;
"Control" means
i)
the power (whether
directly or indirectly and whether by the ownership of share capital, the
possession of voting power, contract or otherwise) to appoint and/or remove all
or such number of the members of the board of directors or other governing body
of an entity or partnership as are able to cast a majority of the votes capable
of being cast by the members of that board or body on all, or substantially
all, matters, or otherwise to control or have the power to control the policies
and affairs of that person;
ii)
and the holding and/or
the possession of the beneficial interest in and/or the ability to exercise the
voting rights applicable to shares or other securities in any person which
confer in aggregate on the holders thereof more than 50% of the total voting
rights exercisable at general meetings of that person on all, or substantially
all, matters and, “Controls” and “Controlled” shall be construed
accordingly;
“Ecosystem Partner” means certain supported DeFi applications and projects;
“Eligible Virtual Asset” means a Virtual Asset
that:
i)
has not been associated
with a wallet address that is or has been blacklisted or otherwise identified
by a Government Agency or relevant authority as being related to a breach or
potential breach of the AML/CFT Requirements or FATF Guidelines;
ii)
is not otherwise
associated with suspicious or illicit activities, including the dark web or
ransomware cases;
iii)
has no restrictions on
its transfer, withdrawal or deposit (e.g. including
restrictions due to “time lock” features); or
iv)
is otherwise deemed by the
Company to be an Eligible Virtual Asset,
in each case, as
determined by the Company in its sole discretion, having regard to applicable laws,
the Company’s internal policies and any other relevant considerations.
“FATF Guidelines” means any
official guidance published by the Financial Action Task Force as applicable to
Virtual Assets and/or Virtual Asset Service Providers, including without
limitation the Updated Guidance for a Risk-Based Approach to Virtual Assets and
Virtual Asset Service Providers published by the Financial Action Task Force in
October 2021;
“Fiat” means money is a government-issued currency that is not
backed by a physical commodity but rather by the government that issued it;
“Forbidden Person” means a person who appears to the Company to: (i) be in breach of any AML/CFT Requirements of any
jurisdiction; (ii) appear in a list of persons with whom dealings are forbidden
by the United Nations or another Government Agency or a regulatory authority
under applicable laws; or (iii) act on behalf, or for the benefit of, any
person described in paragraph (i) or (ii);
“Fork” means any change in the operating rules of the respective
protocols of a Virtual Asset that may result in:
i)
more than one version of
that Virtual Asset; and/or
ii)
the Company holding an
amount (which may be an identical amount) of Virtual Assets associated with
each forked network, in each case as determined by the Company;
“Infrastructure Participant” means any trading venue or other
financial market infrastructure that facilitate trading, clearing, settlement,
and recording of transactions relating to Fiat and Virtual Assets;
“Instruction” means any communication which the Company deems as
having been given by the Client or an Authorized Person in relation to a
Transaction;
“KYC” means Know Your Client;
“Loss” means any and all
claims, demands, proceedings, losses, damages, liabilities, deficiencies,
costs, charges and expenses, including without limitation all legal and other
professional fees and disbursements, interest, penalties and amounts paid in
settlement whether by a third person or otherwise;
“Nemo Parties”
means the Company, its parents, subsidiaries, affiliates, officers, employees,
agents, partners, suppliers, and licensors;
“Network Event” in relation to a Virtual Asset means any event,
excluding Airdrops or Forks, that occurs on the blockchain or smart contract
underlying the Virtual Asset. This event is beyond the control of the Company
and can result in either the loss of control or ownership of a certain amount
of the Virtual Asset by the Company or a third party, or the alteration,
reversal, or invalidation of Transaction records on the blockchain. Such
alteration, reversal or invalidation can occur due to fraudulent acts or
consensus, including but not limited to double spending attacks, 51-percent
attacks, or blockchain reorganizations. In each of these instances, the Company
has the sole discretion to determine whether a Network Event has occurred;
“Network Participant” means a person or entity who has the ability
to cause the occurrence of a Network Event, including any group of persons or
entities acting in concert;
“Person” means any
corporation, partnership, joint venture, enterprise, association, joint-stock
company, limited liability company, unincorporated organization, government or
government organization or other entity and any individual;
“Prohibited Address” means any blockchain address that appears in a
list of addresses with which dealings are prohibited by the United Nations or
another Government Agency or relevant authority under applicable laws, or is
part of a group of addresses that appears in such a list; and without limiting
the generality of this definition, an address stated on the United States of
America Department of Treasury’s Specially Designated Nationals list;
“Rules” means all of the trading and operational rules and policies
of the Company, as well as conditions, rules, criteria along with any
procedures and requirements relating to the Nemo platform, as amended from time
to time;
“Tax” or “tax” means taxes, levies, imposts,
charges and duties imposed by any authority (including stamp and transaction
duties) together with any related interest, penalties, fines and expenses in
connection with them, except if imposed on, or calculated having regard to, the
overall net income of the Company;
“Terms” means these Terms of
Service as may be amended from time to time;
“Third-Party Account” means a valid account on a third-party service provider or social
networking service supported by our services, or a valid third-party Wallet
compatible with our services;
“Third-Party Services”
means and third-party websites, applications, and advertisements for third
parties accessible or otherwise connected to our services but not provided by
the Company;
“Transactions” means any transactions concerning the purchase,
subscription, sale, exchange or other disposal and/or dealings in any and all
kinds of Virtual Assets and other transactions effected under or pursuant to these
Terms and any other Agreement;
“Virtual Asset(s)” mean digital representations of value which may
be in the form of digital tokens (such as digital currencies, utility tokens or
security or asset-backed tokens), any other virtual commodities, crypto assets
or other assets of essentially the same nature for use in connection with the
Transactions and any services provided by the Company to the Client,
irrespective of whether they amount to “securities” or “futures contracts” as
defined in the applicable laws;
“Virtual Asset Service Providers” means a natural or
legal person that (i) meets the definition given to
such term under the FATF Guidelines; (ii) complies with the FATF Guidelines;
and (iii) has a digital address that has been approved by the Company;
"Wallet"
means a software-based system for secure storage of cryptocurrency, crypto assets,
Virtual Assets, and payment information related thereto;
“We” means the Company and/or the Nemo platform; and
“Website” means https://www.nemo.ceo, where the Nemo platform is operated and maintained by the Company.
Unless explicitly
mentioned otherwise, in case of any conflict or inconsistency among the
documents or agreements forming part of the Agreement, the following order of
precedence shall be applied, but only to the extent necessary to resolve such
conflict or inconsistency:
i)
terms and conditions
applied to any specific products or services provided by us;
ii)
these Terms; and
iii)
any other document that
comprises the Agreement.
2.1 The Client grants authorization to the Company to act as an agent for
the opening and operation of an account, based on the Instructions received
from the Client and/or the Authorized Person(s) in accordance with these Terms.
2.2 The Client grants full authority to the Authorized Persons (where
applicable) to act as representatives on behalf of the Client in all matters
pertaining to all Transactions. Any documents, Instructions, or orders provided
or signed by the Authorized Persons shall be considered binding and conclusive
upon the Client.
3.1 The Client shall
explicitly acknowledge and agree that:
i)
to facilitate the
provision of services related to the Transactions described herein, the Company
reserves the right, at its discretion and from time to time, to engage the
services of third-party service providers. These providers may include
exchanges, brokers, banks, and custodians;
ii)
if appropriate
third-party service providers are not available on commercially reasonable
terms, the Company may be unable to offer the services associated with the
Transactions as described in this Agreement; and
iii)
the Company shall not assume
any responsibility for the acts, omissions, unavailability, or any Losses
incurred in relation to the utilization of such third-party service providers,
provided that the Company shall exercise reasonable care in the selection of
these providers.
3.2 The Client acknowledges
and consents to the Company's potential obligation to disclose the Client's
information to Government Agencies, law enforcement authorities, or any other
parties as required by court orders or statutory provisions. The Company will fulfill such requests without the need for prior notice or
consent from the Client.
3.3 The Client bears full and
exclusive responsibility for ensuring the security of their Wallet and Account.
By confirming this responsibility, the Client agrees not to disclose their
Account details to others or permit unauthorized access or usage, unless
expressly authorized by the Company in writing. The Client assumes sole and
complete liability for any activity occurring within their Wallet and Account,
whether authorized or not, including any purchases made using their Wallet or Account.
The Client acknowledges their sole responsibility for any Losses arising from
any authorized or unauthorized utilization of their Wallet or Account.
3.4 The Client confirms and
undertakes to ensure that all information provided during and after the account
opening process (which may require periodic updates from the Client) is and
will remain complete, true, and accurate. Any changes to this information will
be promptly communicated to the Company by the Client. The Company is granted
authorization to carry out investigations for the purpose of verifying the
provided information.
3.5 Unless otherwise stated
in the Agreement with respect to custodian service, the Client expressly
acknowledges and agrees that the relationship between the Company and the
Client, the activities defined in the Agreement, or any other matter, do not
create any fiduciary or equitable obligations on the part of the Company
towards the Client. The Company is not a broker, financial institution or
intermediary and is in no way the Client’s agent, advisor, or custodian. The
Company cannot initiate a transfer of any of the Client’s cryptocurrency or
Virtual Assets or otherwise access the Client’s Virtual Assets. The Company has
no fiduciary relationship or obligation to the Client regarding any decisions
or activities that the Client effect in connection with the Client’s use of the
services. Unless explicitly provided in
writing, we do not host or maintain Ecosystem Partners accessible on our
services, do not participate in any transactions on such Ecosystem Partners'
platforms, and do not recommend, endorse, or otherwise take a position on the
Client’s use of these services. Specifically, there are no
obligations that would require the Company to assume responsibilities beyond
those outlined in the Agreement, nor are there any obligations that would
hinder or impede the Company from carrying out any of the activities specified
in the Agreement.
3.6 The Company retains the
right and privilege to retain the Client's information, including any information
and document that uniquely identifies the Client. This retention of information
is subject to the Company's Privacy Policy.
3.7 In cases where the Client
is an individual or personal information is involved, the Client agrees to
adhere to the Company's Privacy Policy. The Privacy Policy, which may be
amended periodically, is accessible here. By agreeing to this policy, the Client consents to the utilization of
their personal data in accordance with the specified terms outlined in the
aforementioned policy.
3.9 The Client acknowledges
that the Company reserves the right to request additional information from the
Client for the purpose of KYC verification or meeting AML/CFT Requirements. In
such cases, the Client is obligated to promptly provide the requested information
to the Company. Failure to do so may result in the suspension of activities
related to the Client's Account without prior notice, or may result in the
Client being unable to open or access the Account. The Company retains sole
discretion in determining whether to terminate the Client's Account.
3.12 Our services allow the
Client to engage in the acquisition or disposal of Virtual Assets using their
Account. The Company is not capable of performing transactions or sending
transaction messages on the Client’s behalf. All transactions initiated through
our services are initiated by the Client. Without limiting any provision of the
Agreement, trades and transactions of Virtual Assets using such services are
subject to:
i)
any directions,
decisions, requirements, policy, procedures or any other rules issued by us in
connection with the services provided by us; and
ii)
the applicable laws.
3.13 Regardless of any
conflicting provision in the Agreement, the Company is under no obligation to
perform or refrain from any action if, in its reasonable judgment, doing so
would result in a violation of any AML/CFT Requirements.
3.14 Since Virtual Assets exist
only by virtue of the ownership record maintained on its supporting blockchain,
the Company does not store, send, or receive Virtual Assets. Any transfer of
Virtual Assets occurs within the supporting blockchain and not in our services.
The transaction details the Client submit via our services may not be
completed, or may be substantially delayed, as a result of activity or lack
thereof on the blockchain used to process the transaction. Once transaction
details have been submitted through the Client’s Wallet, the Company cannot
assist the Client to cancel or otherwise modify the Client’s transaction or
transaction details. The Company makes no warranties or guarantees that a
transfer initiated on the services will successfully transfer title or right in
any Virtual Asset.
3.15 The Company has the right
to terminate these Terms immediately in the event of one or more of the
following occurrences:
i)
the occurrence of any of
the Events of Default; or
ii)
where the Client no
longer maintains an Account with the Company.
3.16 Termination of these Terms
will not affect any Instructions already executed for the Client, nor will it
undermine or affect any rights, powers, duties, and obligations of either party
that have accrued before the termination.
3.17 Termination of these Terms
under this Clause does not invalidate or affect any other provisions of these
Terms and will not affect:
i)
any Transactions entered
into pursuant to these Terms before the termination;
ii)
any accrued rights or
liabilities of any of the parties which may already have arisen pursuant to
these Terms;
iii)
any warranties,
representations, undertakings and indemnities given by the Client pursuant to
these Terms; and
iv)
any rights of the Company
over the Client's property that is in the possession or control of the Company,
whether in accordance with these Terms or otherwise, as long as there are any
outstanding liabilities of the Client to the Company.
3.18 Upon termination of these
Terms under this Clause, any outstanding amounts owed by the Client to the
Company under these Terms will become immediately due and payable.
4.1 Client’s Instructions
i)
All Instructions must be
provided by the Client to the Company using the designated means, including the
Nemo platform or any other method specified by the Company. The Company may
assume the authenticity of any Instructions given by the Client or any
Authorized Person, or any person claiming to be the Client's authorized
representative, without the obligation to inquire into such matters. The
Company is authorized to act upon any Instruction it believes to be genuine and
valid. It may rely on the Instructions conclusively, even if there are
subsequent communications from the Client that differ from the original
Instructions. The Client is responsible for ensuring the accuracy and
completeness of the Instructions. Once an Instruction is given and acted upon
by the Company, it becomes binding on the Client and cannot be revoked;
ii)
the Company is authorized
to accept and act upon Instructions for any purpose related to these Terms, as
per the Instructions received from the Client and/or Authorized Person(s). The
Client agrees not to attempt to transfer any Virtual Assets or Fiat, or issue
Instructions for such transfers, unless they are the lawful owner of the
Virtual Assets or Fiat or possess the absolute right to sell, assign, convey,
transfer, and deliver them. The transfers must comply with AML/CFT Requirements
and FATF Guidelines, be lawful, and free from any encumbrance.;
iii)
the Company reserves the
right to refuse the Client's application to use the Nemo platform at its sole
discretion and without providing any reason. However, if the Company accepts
the Client's application, the Client may provide Instructions through
electronic means as prescribed by the Company. The Company is authorized to
accept and act upon Instructions given through the Client's Account in
accordance with these Terms. The Company will use reasonable efforts to execute
the Instructions; however, it does not guarantee that the Instructions will be
fully or partially executed or that they will be executed within a specific timeframe;
and
iv)
the Company shall not be
held responsible for any Losses incurred as a result of a delay in the
execution of a Transaction, except in cases where the delay is caused by the
Company's fraud, gross negligence, or willful
misconduct.
4.2 Prefunded Account Balance
Unless otherwise
specified, the Client must ensure that there are sufficient and clear funds of
the relevant asset type recorded in their Account to fulfill
the obligations of each Transaction, including any applicable fees and
expenses. If the Company determines that the funds in the Client's Account are
insufficient, the Client must provide the Company with the required funds,
fully paid with valid and good title, and in deliverable form within the
timeframe specified by the Company for the Transaction. The Client will be held
liable for any Losses incurred by the Company as a result of their failure to
settle the Transaction.
4.3 Virtual Assets Prices
If the Client has
received price quotes for any Virtual Assets from the Company, the Client is prohibited
from:
i)
sharing or disseminating
the quotes, or any part thereof, to any other person;
ii)
using, or allowing others
to use, the quotes, or any part thereof, for any illegal purposes;
iii)
using the quotes, or any
part thereof, for purposes other than the Client's own use; or
iv)
using the quotes, or any
part thereof, in relation to trading or dealing of Virtual Assets, except
through the Nemo platform.
4.4 Controls on Transactions
Limits
The Client should be
aware that the Company may impose limits and controls on the Client regarding
trading, positions, and transfers of Fiat and/or Virtual Assets. These limits
and controls are implemented to mitigate and manage the Client's own liquidity,
operational, and other risks. The Company reserves the right to impose such
limits and controls at any time, without prior notice, and without providing
reasons. The Client explicitly acknowledges and agrees to the following:
i)
The Client will comply
with any limits and controls imposed by the Company and will refrain from taking
any action that would cause a violation of these limits and controls;
ii)
The Client may be
restricted from entering into a Transaction or taking certain steps if doing so
would exceed the aforementioned limits. The Company reserves the right to apply
filters to reject any client Instructions at its sole discretion;
iii)
Any limits and controls
imposed by the Company are solely for its own protection. The Company will not
be responsible for monitoring or ensuring the Client's compliance with any
limits imposed by applicable laws or other parties;
iv)
The Company has the right
to decline to act on Client’s Instructions, execute any Transaction, suspend
the Client's Account access, require the Client to take specific actions, or
take any other appropriate action to comply with applicable laws or the limits
and controls outlined herein; and
v)
If the Client breaches
any limits or controls imposed by the Company, provided that the Client has
been notified of such limits at the time of imposition, the Client agrees to
indemnify the Company against any Losses resulting from such breach.
4.5
Order Cancellation
In order to be
successfully completed, any transaction involving Virtual Assets initiated by
or sent to the Client’s Wallet must be confirmed by and recorded on the
blockchain supporting such Virtual Asset. The Company has no control over any
blockchain and therefore cannot and does not ensure that any transaction
details that the Client submit or receive via our Services will be validated by
or confirmed on the relevant blockchain and does not have the ability to
facilitate any cancellation or modification requests. If the relevant
Instruction has already been executed by the Company and the Transaction has
been published to the public blockchain, the Cancellation Instruction may not
be implemented. The Client accepts and acknowledges that they take full
responsibility for all activities that they effect through their Wallet or
Account and accept all risks, liabilities, and Losses, including Losses as a
result of their Cancellation Instructions or the Company's failure to execute
them, to the maximum extent permitted by the applicable laws.
4.6
Nature of High Volatility
The Client understands
and accepts that, given the nature of Virtual Assets, it may not always be
feasible to execute orders at the prices quoted as "at best" or
"market". Notwithstanding the aforementioned, the Client agrees to be
bound by Transactions according to the Instructions provided by the Client
and/or Authorized Person(s).
4.7
Recordings
The Client acknowledges
that emails and any other forms of communication exchanged between the Client
and the Company may be recorded or electronically monitored without prior
notice. These records may be used as final and conclusive evidence of the
Instructions in the event of any disputes.
4.8 The Company's obligations
to the Client are solely related to the provision of the services on the Nemo
platform. The Company is not obligated to assist the Client in securing any
rights, interests, benefits, payments, or options associated with holding the
Virtual Assets. It is the Client's responsibility to examine the underlying
project of the Virtual Assets and conduct due diligence on the issuer of the
Virtual Assets. The Client agrees that the Company is not liable for any Losses
incurred by the Client due to the Client's failure to obtain any rights,
interests, benefits, payments, or options from the issuer of the Virtual
Assets.
4.9 In case any Virtual
Assets are deposited with the Company, if the Company incurs any loss or
expense due to the Instructions provided by the Client, the corresponding
Account(s) may be debited. Alternatively, the Client may be required to make a
payment as agreed upon. The amount debited or payable by the Client will be
proportional to the portion of the Virtual Assets held on behalf of the Client
in relation to the total number or amount of the Virtual Assets in the Nemo
platform.4.9 The Client acknowledges
that the Virtual Assets held in the Client’s Wallet are entirely at the
Client's risk. To the maximum extent permitted by the applicable laws, the
Company is not responsible for and shall not be held liable for any Loss
suffered by the Client in connection herewith.
4.10 Return of Virtual Assets
The Company, at its discretion and in accordance with applicable laws,
FATF Guidelines, or the Company's internal policies, may choose to return any Virtual Assets
recorded in the Client’s Account to a designated external address that can hold
the relevant Virtual Assets and is under the Client’s control, as last notified
by the Client to the Company, if the return to such Account or address complies
with applicable laws, FATF Guidelines and any of the Company internal policies.
Under applicable laws, the Company retains the right to deduct any fees related
to the return of Virtual Assets, as long as it is permissible to do so.
We reserve the right to refuse, in good faith and in a commercially
reasonable manner, the acceptance or delivery of Fiat and/or Virtual Assets
from or to the Client. We may also determine the terms under which we accept or
make such transactions. If allowed by applicable law, we will provide notice of
any refusal as soon as reasonably possible. Specifically, we may decline to
accept any delivery of Virtual Assets that do not meet the criteria of Eligible
Virtual Assets. The Client cannot use such Virtual Assets to settle any
Transaction with us.
4.11 Events of Default
The following events
shall be Events of Default (each an “Event of Default”) for the purposes of
these Terms:
i)
the Client fails to duly
and punctually observe or perform any of the undertakings, duties and
obligations in these Terms or otherwise any provision of the Agreement;
ii)
any failure by the Client
to pay sums of whatever nature when due under the Agreement;
iii)
the Client’s insolvency
or liquidation, the filing of a petition in winding up or the commencement of
any analogous proceedings against the Client;
iv)
the levying of any
attachment against the Client’s Wallet, the Client’s Account or the Client’s
other property;
v)
without the prior written
consent of the Company, a debit balance on any Account of the Client;
vi)
any representation, warranty or undertaking made by the Client to the Company in the Agreement being incorrect or misleading;
vii)
any dispute or proceedings
against the Client or (if a body corporate) its directors or shareholders in
connection with the Company; or
viii)
any other matter or event
including any regulatory requirement which in the Company’s opinion renders
termination of all or any part of the Agreement necessary or advisable in the
Company’s interests.
4.12 The Client acknowledges
and agrees to promptly notify the Company in the event of an occurrence of an
Event of Default.
4.13 Consequences of any Event
of Default
Upon the occurrence of an
Event of Default, the Company reserves the absolute discretion, without the
need for notice or demand, and without prejudice to any other rights or
remedies available to the Company, to immediately:
i)
suspend, freeze or
terminate any Account;
ii)
terminate all or any part
of the Agreement;
iii)
cancel any or all
outstanding orders, Instructions or any other commitments made on behalf of the
Client;
iv)
suspend the performance
of any of its obligations to the Client. This includes the suspension of
Virtual Asset deposits, payment of any outstanding sums of money, and the
cancellation of any outstanding orders or contracts. The suspension will remain
in effect until such time as the Client has fulfilled all of their obligations
to the Company, or the Event of Default has been resolved to the satisfaction
of the Company;
v)
subject to applicable
laws, sell or realize all or any part of the Virtual Assets or property held by
the Company for the Account (if any) in such manner and upon such terms as the
Company may conclusively decide to satisfy the Client’s obligations and
indebtedness towards the Company or any of the Company’s nominees or Affiliates
out of the net sale proceeds (with fees, expenses and costs deducted) thereof;
and
vi)
exercise any of the
Company’s rights under these Terms.
4.14 In the event of any sale
activities:
i)
the Company shall not be
responsible for any Loss occasioned thereby howsoever arising if the Company
sells or disposes of the Virtual Assets or any part thereof at the then
available market price;
ii)
to the extent permitted
by applicable laws, the Company shall be entitled to keep for itself or sell or
dispose of the Virtual Assets or any part thereof at the available market price
to any person at its discretion without being in any way responsible for Loss
occasioned thereby howsoever arising and without being accountable for any
profit made by the Company; and
iii)
the Client agrees to pay
to the Company any shortfall if the net proceeds of sale shall be insufficient
to cover all the outstanding balances owing by the Client to the Company or any
of the Company’s nominees or Affiliates.
5.1 The Client agrees to pay
all applicable fees, costs, charges, expenses, and commissions as determined by
the Company. This includes costs related to the networks or blockchains
underlying a Virtual Asset and may involve engaging third-party service providers
(such as legal advisers, trustees, or any agent, delegate, nominee or custodian
appointed by the Company). The Client is responsible for covering these
expenses on a full indemnity basis. Furthermore, the Company is authorized to
solicit, accept, and retain any rebate, brokerage, commission, fee, benefit,
discount, or other advantages from any person arising from any Transaction. The
Company is not obligated to disclose such arrangements to the Client and may
retain these benefits for its own benefit.
5.2 The Client acknowledges
that any amounts owed by the Client to the Company may be subject to interest
charges. The specific interest rate(s) will be notified by the Company from
time to time. The interest will accrue on a daily basis and will be payable either
on the last day of each calendar month or upon demand by the Company.
5.3 The Client acknowledges
and agrees that the Company has the right to change the applicable fee rates at
its discretion. It is the responsibility of the Client to refer to the relevant
page on the Company's Website for up-to-date information on fees and charges.
6.1 The Client acknowledges
and agrees that the Company may hold all Virtual Assets deposited by the
Client. The Company has the right to place any or all of the Virtual Assets
with any third-party service provider as a custodian, subject to the terms and
conditions agreed upon by the Company. Additionally, the Client understands
that the Company may commingle the Virtual Assets held on behalf of the Client (if
any) with other Virtual Assets held by the Company or a third-party service
provider custodian for other clients. Subject to any applicable laws,
any Virtual Assets held by the Company on behalf of the Client (if any) may:
i)
(in the case of
registrable securities or futures contracts) be registered in the Client’s name
or in the name of a nominee appointed by the Company;
ii)
be deposited in safe
custody in a designated account with a third-party service provider custodian; or
iii)
where Virtual Assets are
held by the Company or a third-party service provider custodian on the Client’s
behalf:
a)
the Company or any
Associated Entity, without assuming any obligation or liability whatsoever, may
exercise any rights or take any actions that are exercisable in relation to the
Virtual Assets held for the Account. This can be done if the Client has
provided the necessary Instructions and executed any required authorizations to
the Company or the third-party service provider custodian;
b)
the Company will not have
any obligation to investigate, participate in, or take affirmative action
regarding attendance at meetings, voting, or other rights associated with or
derived from the Virtual Assets;
c)
the Company will not have
any duty or responsibility to receive any proxy, circular, or other document
related to the Virtual Assets, nor will it be obliged to send any proxy,
circular, or other document or provide notice of receiving such documents to the
Client;
d)
in the event that the
Company does not receive any Instructions from the Client within a reasonable
time, as determined by the Company, the Company reserves the right to take or
refrain from taking any action it deems appropriate;
e)
the Client acknowledges
and agrees that they will be held liable for any unpaid calls or any other
sums, costs, or expenses associated with the Virtual Assets held by the Company
on behalf of the Client. The Company will not be responsible for any such liabilities
arising in connection with the Client's Virtual Assets;
f)
to the extent allowed by
applicable laws, the Company shall not be held liable for the acts, omissions,
or insolvency of any custodian chosen by the Company in good faith. The
Company's sole obligation to the Client regarding the same is, at the Client's cost
and expense, to assign any assignable rights of recourse to the Client in
relation to the custodians, as permitted by applicable laws; and
g)
The Company reserves the
right to close any custody Account(s) held in the Client's name or on the
Client's behalf at any time, without the obligation to provide a reason for
such closure.
6.2 The Client acknowledges
that their Virtual Assets may not have the same level of protection as
"securities" or "futures contracts" defined in the
applicable laws.
6.3 The Client acknowledges
and understands that they are solely responsible for managing and maintaining
the security of their account login credentials and any other required forms of
authentication. The Client agrees that they will not hold the Company responsible
for any such losses and acknowledges their responsibility in safeguarding their
account information.
7.1 The Client hereby
warrants, represents and undertakes to the Company that:
i)
the Client is entering
into these Terms as the principal and are not trading on behalf of any other
individual or entity, unless the Company is specifically notified and provides
written agreement. In the event that the Client is trading on behalf of another
person or entity with the Company's written consent, the Client warrants that
they are explicitly authorized by the principal to carry out all Transactions
in accordance with these Terms. The Client acknowledges that their principal
will fulfill all obligations and assume all
liabilities arising from these Terms. In the event that the Client's principal
fails to fulfill such obligations or liabilities, the
Client will be held liable to the Company as if they were the principal with
respect to the said obligations and liabilities;
ii)
(if the Client is a
natural person) the Client is of legal age to enter into a binding contract; or
(if the Client is a body corporate) the Client is duly incorporated and
existing under the laws of its place of incorporation, with full power and
capacity to enter into and perform its obligations under these Terms;
iii)
(if the Client is a body
corporate) the Client’s entry into of these Terms has been duly authorized by
their governing body and is in compliance with the Client's Articles of
Association (or Memorandum of Association, if applicable) or other
constitutional documents;
iv)
in the event that the
Client provides an electronic signature, the Client agrees to do so in good
faith and with the full intention that such electronic signature will be
legally binding. The Client represents and warrants that the electronic
signature affixed by them will be considered as valid as a signature under
hand, in accordance with the applicable laws. The Client further agrees to be
bound by these Terms, regardless of any potential challenges to the validity of
electronic signatures under any applicable laws and regulations, even if such
challenges are substantiated or valid;
v)
all information provided
by the Client to the Company through the Nemo platform or any other means, both
presently and in the future, must be true, accurate, and complete in all
respects. This includes, but is not limited to, any information pertaining to
the Client's financial circumstances that could potentially have a material adverse
effect on the Client's ability to fulfill their
obligations under the Agreement. The Client is responsible for ensuring the
accuracy and completeness of the information provided to the Company;
vi)
the Client has not
withheld any information that could have influenced the Company's decision to
enter into the Agreement or any Transaction;
vii)
without limiting any
other provision of the Agreement, the Client acknowledges and agrees that the
information and documents contemplated by this clause may be transferred to and
processed and/or stored by the Company, any of the Company’s nominees, Affiliates
and/or any other persons engaged by us (whether within or outside Singapore)
within Singapore and to jurisdictions outside Singapore. Such information and
documents may be released or disclosed in accordance with the local laws or
practice of the jurisdiction to which the data is transferred;
viii)
the Client will enter
into Transactions based solely on their own judgement and investigations regarding
the Virtual Assets, which shall mean that the Client:
a)
has received, read and
understood all relevant documents that comprise the Agreement;
b)
has received, and/or
solicited sufficient information in relation to the Virtual Assets and the
Transactions;
c)
acknowledges that, unless
specifically stated by the Company, they are not relying on any written or
verbal communication from the Company as advice. The Client understands and
agrees that the Company is not and shall not be considered as an advisor to the
Client in relation to the Agreement or any Transaction; and
d)
has independently made
the decision to enter into the Agreement and the Transaction, relying on their
own judgment. Furthermore, the Client acknowledges that they have sought advice
from independent advisers as they deemed necessary in order to make an informed
decision;
ix)
the Agreement constitutes
a valid and legally binding agreement between the Company and the Client
enforceable in accordance with its terms;
x)
these Terms and
performance of the Client’s obligations contained herein do not and will not:
a)
contravene any existing
applicable law, statute, ordinance, rule or regulation or any judgment, decree
or permit to which the Client is subject;
b)
violate any public
interests, public ethics or other legitimate interests and will not constitute
evasion of payable Taxes or fees; or
c)
conflict with, or result
in any breach of, the terms of, or constitute any default under, any agreement
or other instrument to which the Client is a party or subject, or by which any
of the Client’s property is bound;
xi)
unless otherwise agreed
upon by the Company, the Client confirms that they are the rightful owner of
the Virtual Assets held in their Wallet and Account, free from any lien,
charge, equity, or encumbrance, except as explicitly created by these Terms.
The Client agrees not to create any additional charges, pledges, or
encumbrances over the Virtual Assets or funds in their Wallet and Account, nor
grant or attempt to grant an option over any Virtual Assets or funds in their
Wallet and Account, without obtaining the prior written consent of the Company;
xii)
unless otherwise agreed
upon by the Company, the Client acknowledges that they are the Person ultimately
responsible for initiating the Instruction for each Transaction in the Account.
The Client further acknowledges that they will stand to gain the commercial or
economic benefits of such Transactions and will bear the associated commercial
or economic risks;
xiii)
the Client bears full and
exclusive responsibility for ensuring the security of their Wallet and Account
and they have not disclosed any login credentials, including email address
and/or passwords, associated with the Wallet and Account to any unauthorized
individuals. The Client acknowledges that all activities carried out through
the Wallet and Account are authorized by the Client;
xiv)
the Client possesses
sufficient experience and knowledge in trading Virtual Assets and have obtained
all necessary legal and financial advice before engaging in Transactions
involving the purchase, acquisition, holding, sale, or disposal of any Virtual
Assets;
xv)
the Client complies with
all applicable laws in their jurisdiction regarding the handling of Virtual
Assets when creating an Account and when engaging in any activities on the Nemo
platform. Furthermore, the Client has supplied all required information and
documents to the Company in order for their qualification status to be
evaluated;
xvi)
the Client does not hold
citizenship or residency, and is not situated within countries, regions, or
jurisdictions that have prohibited the trading of Virtual Assets;
xvii) the Client has obtained all required authorizations and consents, and
taken all necessary corporate actions to make all payments and deliveries stipulated
in the Agreement;
xviii) if the Client is representing one or more businesses or franchises, that
the Client is acting as their authorized representative. Furthermore, both the
Client and the entity it represents shall be obligated to comply with these
Terms;
xix)
the Client and their
assets are not entitled to immunity from the jurisdiction of any court or legal
process in any place;
xx)
the Client has not
engaged in or been found guilty of any Tax or other criminal or illegal
activity in any jurisdiction;
xxi)
the registration and use
of the Nemo platform by the Client shall conform with the
representations, covenants and restrictions stipulated herein;
xxii) there are no pending or threatened legal
actions, lawsuits, or proceedings in any court, tribunal, Government Agency, or
arbitration body that are likely to impact the legality, validity, or
enforceability of the Agreement against the Client or hinder the Client's
ability to fulfill their obligations under the
Agreement;
xxiii) no Event of Default has occurred, and there has been no occurrence that,
with the provision of notice, passage of time, or fulfillment
of any condition, could develop into an Event of Default; and
xxiv) the Client provides their consent for us to conduct regular checks on
the Client's credit status with any credit bureau, credit reference agency, or
similar Virtual Asset Service Provider in any applicable jurisdiction.
7.2 The Client further
undertakes that:
i)
any changes to the
information provided by the Client must be promptly communicated to the Company
in writing;
ii)
when engaging in the
purchase or transaction of any Virtual Assets, the Client will take measures to
ensure that they are not a Forbidden Person, and that they are not acting on
behalf of any person who is a Forbidden Person;
iii)
in the event of any
changes concerning the Client's qualification status to use the Nemo platform,
the Client is required to promptly inform the Company and discontinue trading
on the Nemo platform. The Client must also furnish all requested information or
documents to the Company for the purpose of evaluating their qualification
status;
iv)
The Client must comply
with all restrictions and prohibitions related to the usage of the Nemo
platform.
v)
the Client shall not
disrupt the operation of the Nemo platform or impede the usage of the Nemo
platform by other clients through technical or any other methods;
vi)
the Client shall not
utilize the Website, the Nemo platform or our
service or any part thereof for the purpose of
engaging in any activities related to money laundering, smuggling, commercial
bribery, gambling, gaming or any other form of activities that are illegal under any applicable laws;
vii)
the Client is not subject to any applicable laws or regulations preventing them from complying with these Terms or performance of the Client’s obligations contained herein. In this
regard, the Client is not a resident of the Prohibited Jurisdictions or any
other jurisdiction where it may be unlawful to access or use our services;
viii)
if the Client is subject to prohibitions or restrictions as set forth in
clause 11.9, they must not access the Website or the Nemo platform or use any of our services utilizing any virtual private network, proxy service, or any
other third party service, network, or product with the effect of disguising their IP address or location, or access the Website or the Nemo platform or use any of our services using a Virtual
Asset address in or subject to the jurisdiction of any
Prohibited Jurisdiction or Government Agency thereof;
ix)
the Client is prohibited
from using any automated methods or interfaces not provided by the Company to
access the Nemo platform or extract data from the Nemo platform without
obtaining prior written consent from the Company;
x)
the Client is prohibited
from trying to bypass any content filtering techniques implemented by the Nemo
platform. Additionally, the Client shall not attempt to access any areas of the
Nemo platform or the Website that they are not authorized to access;
xi)
the Client is not
permitted to create any third-party applications that interact with or disrupt
the functioning of the Nemo platform without obtaining the prior written
consent of the Company;
xii)
the Client is prohibited
from using or attempting to use the accounts or wallets belonging to other
clients of the Company without obtaining their explicit authorization;
xiii)
the Client is required to
obtain prior written consent from the Company before granting, lending,
leasing, transferring, disposing, or providing access to their Account to any
other individuals or entities;
xiv)
the Client shall refrain
from engaging in any activities that could harm or defame the goodwill or
reputation of the Company;
xv)
the Client shall not
encourage or induce any third party to engage in any of the activities
prohibited under these Terms; and
xvi)
the Client shall comply
at all times with all of the requirements of the Agreement.
7.3 Instructions from Other Persons
Notwithstanding the
Client having informed the Company that they are trading on behalf of other
individuals, the Company is not obligated to act upon any instructions except
for the Instructions. The Company will not be held liable for refusing to act
on unverified instructions given by any person claiming to be the Client's
principal, nor for acting on the Client's Instructions despite receiving
unverified notice of the revocation, withdrawal, or alteration of the Client's
authority to act on behalf of their principal.
7.4 The Client agrees and
understands that the Company reserves the right to declare a Transaction null
and void, either in its entirety or partially, even if the Client or any other
party involved does not consent to its cancellation or modification. In assessing
whether a Transaction qualifies as a clearly erroneous transaction, the Company
may take into account the following:
i)
suspicious trading
activities;
ii)
violations of the Rules
in the Nemo platform;
iii)
in situations where there
was an obvious error in any term, including, but not limited to, price, amount
of Virtual Assets, or other unit of trading;
iv)
in situations where there
was a disruption or malfunction in the operation of any trading system or
component of the Nemo platform, or any other relevant Virtual Asset network;
and
v)
in situations where there
were extraordinary market conditions or other circumstances that require in
which the maintenance of a fair and orderly market by nullifying or modifying
the Transactions.
8.1 The Client hereby agrees
to fully indemnify the Company and the other Nemo
Parties, the Company’s and the other Nemo Parties’ directors, officers,
employees, nominees and Affiliates and keep all such persons indemnified
against all claims, actions, demands and proceedings against any such persons
and bear Losses which they may suffer in connection with or as a result of (i) their carrying out of obligations or services, or
exercising of rights, powers or discretions under, or in connection with these
Terms save to the extent that such Losses arise directly as a result of the
Company’s gross negligence, fraud, or willful default;
and (ii) any representation, warranty or undertaking made by the Client to the
Company in the Agreement being incorrect or misleading.
8.2 The Client acknowledges
and agrees that all decisions about the purchase, holding or sale of Virtual
Assets, or the entry into any Transaction are made solely by the Client. The
Company and the other Nemo Parties shall not be responsible for any decision
made by the Client to enter into the Agreement or any Transaction, to use any
of the services provided by the Company, or for any fees or costs payable in
connection with such Virtual Assets.
8.3 Although certain
employees and agents of the Company may be authorized to provide the Client
with information regarding Virtual Assets, other products, or services, neither
the Company's employees nor its agents have the authority to make
representations or warranties pertaining to any aspect of the Agreement.
Consequently, and in accordance with applicable laws, the Company shall not be
held liable for any Losses incurred due to actions taken by its employees or
agents without proper authorization from the Company.
8.4 To the maximum extent
permitted under applicable laws, the Company and the other Nemo Parties shall
not be liable for any Losses suffered by the Client as a result of, or in
connection with, the Client’s use of the Nemo platform or in connection with
these Terms or arising from any act or omission of the Company and the other
Nemo Parties, other than Losses arising directly as a result of any gross
negligence, fraud, or willful default on the Company’s
or the other Nemo Parties’ part. The Company and the other Nemo Parties shall
in no event be liable for any loss of profit, indirect, special or
consequential damages of any kind or the default of the Company’s and the other
Nemo Parties’ directors, officers, employees, nominees or Affiliates or any
person, firm or company through, or with whom, Transactions are effected for the Account. This Clause shall be applicable
where the Loss arises for any reason and even if the Loss was reasonably
foreseeable or the Company and the other Nemo Parties had been advised of the
possibility of the Loss.
8.5 The Nemo Parties will not
be liable for any Loss that is caused by any malfunction of a third-party
application programming interface or other related interactions of any third-party
software with the Nemo platform. Moreover,
none of the Nemo Parties, the Nemo Parties’ nominees or
Affiliates shall be held responsible for any consequences resulting whether
directly or indirectly from any events not within their control including
without limitation restrictions by Government Agencies, impositions of
emergency procedures, exchange rulings, third party conduct, suspensions of
trading, adverse market conditions, or force majeure events, including wars,
strikes, civil disorder, acts or threatened acts of terrorism, natural disasters,
or any other circumstances beyond their control whatsoever.
8.6 The Nemo Parties shall
not be responsible for, does not endorse, and makes no representation or
warranty in connection with, any hyperlinked internet sites on the Website or
on the Nemo platform, other internet sites to which the Client may be referred
or any third party content displayed on the Website or
the Nemo platform. Such internet sites may contain information that has not
been devised, verified or tested by the Nemo Parties or its officers, employees
or agents. The Nemo Parties neither endorses the accuracy or completeness of
such information, nor guarantees that such information, or the provision of any
hyperlinks to the Client, do not infringe third party rights. The Nemo Parties shall
not be responsible for any Loss incurred by the Client in connection with those
sites.
8.7 Our services may contain
or in some cases, integrate with our services, certain Third-Party Services.
When the Client clicks on a link to or access or use a
Third-Party Service, we will not warn the Client that they have left our services
and are subject to the terms and conditions (including privacy policies) of
another website or destination. Such Third-Party Services are not under the
control of the Nemo Parties. The Nemo
Parties is not responsible for any Third-Party Services. The Company provides
these Third-Party Services only as a convenience and does not review, approve,
monitor, endorse, warrant, or make any representations with respect to
Third-Party Services, or any product or service provided in connection
therewith. The Client uses all links in Third-Party Services at their own risk.
When the Client leave our services, this Agreement and our policies no longer
govern. The Client should review applicable terms and policies, including
privacy and data gathering practices, of any Third-Party Services, and make
whatever investigation the Client feel necessary or appropriate before
proceeding with any transaction with any third party.
8.8 Our services rely on, and
the Company makes no guarantee or warranties as to the functionality of or
access to, any third-party Wallet and Ecosystem Partners to perform any Transactions.
9.1 Cyberattacks
While the Company makes
every effort to manage and oversee the design, development, deployment, and
operation of the Nemo platform in line with industry best practices and
international standards to ensure adequate protection against cyberattacks,
misuse, and unauthorized access, it does not guarantee the ability to prevent
or fully mitigate all such incidents on blockchain networks. In the event of a
cyberattack or modifications to the blockchain networks, the Client grants the
Company authorization to take commercially reasonable actions. If the Company
determines that the Virtual Assets on the Nemo platform have been compromised,
the Client hereby authorizes the Company to temporarily halt or suspend
trading, deposits, and withdrawals for those specific Virtual Assets.
9.2 Suspension
i)
The Company retains the
authority to temporarily halt or suspend the Nemo platform trading, deposits,
and withdrawals at its absolute discretion. This may occur during emergency
market closures, system upgrades or maintenance, node upgrades, or in
situations where, in the Company's judgment, such activities could potentially
associate the Company with a Forbidden Person or Prohibited Address. The
duration of such halts or suspensions will be solely determined by the Company.
ii)
In the event of a Fork
that may result in multiple Virtual Assets, the Company maintains the right to
determine which blockchain represents the original blockchain. If such a
situation arises, the Client acknowledges and agrees that the Company may temporarily
suspend the Client's deposit and withdrawal requests at its sole discretion.
The Company may then, based on commercially reasonable efforts, either:
a)
configure or reconfigure
the systems and/or the Nemo platform to accommodate the Fork; or
b)
choose not to support (or
cease supporting) the branch derived from the forked protocol.
9.3 Network Events
i)
Infrastructure
Participant, Network Participant and Network Event
In the event that:
a)
an Infrastructure
Participant or Network Participant issues an Instruction, direction, decision,
or election that affects a Transaction;
b)
an Infrastructure
Participant or Network Participant becomes insolvent or is suspended from operations;
or
c)
a Network Event occurs,
the Company is authorized to take any necessary action, at its sole
discretion, to align with the Instruction, direction, decision, election, or
event, or to mitigate any incurred or potential Loss or effect resulting from
such action or event. In accordance with applicable laws, such action may
involve the temporary suspension of access to the Client's Account or
adjustment of the Account balance. The Client is bound by any such action taken
by the Company, including any decisions or elections made regarding a Network
Event;
ii)
Cooperation and Inquiries
If an Infrastructure
Participant, Network Participant, or Government Agency makes an inquiry
regarding any service or Transaction conducted under the Agreement, the Client
agrees to cooperate with the Company and provide the requested information. The
Client also acknowledges that any relevant information pertaining to the
inquiry may be shared with the Company's nominees, Affiliates, Infrastructure
Participants, Network Participants, or Government Agencies, as it deems
appropriate;
iii)
Notification
In the event that the
Company becomes aware of an Airdrop, Fork, or Network Event, it will, if
relevant, notify the Client and provide the necessary information as early as
reasonably practicable.
9.4 Property in Information
The Client acknowledges
and agrees that the information and materials accessible to them through the
Nemo platform may originate from the Company or other individuals and/or
entities. The Client acknowledges that such information is the property of the
individuals and/or entities providing it and is safeguarded by copyright or
contractual limitations pertaining to its usage. The Client agrees to refrain
from reproducing, retransmitting, disseminating, selling, distributing,
publishing, broadcasting, circulating, or commercially exploiting such
information without obtaining prior written consent from the Company.
9.5 By entering into the
Agreement, the Company will grant a non-exclusive, non-transferrable personal
right to access and utilize the service offered by the Company through the Nemo
platform for the purpose of trading Virtual Assets. The Client is permitted to
utilize the service, their Account, and associated information and materials
solely for their own requirements and needs.
9.6 The Client acknowledges
and agrees that if they access or use the online trading service or their
Account while outside their jurisdiction of residency, they are responsible for
ensuring compliance with any applicable laws, rules, or regulations in the
jurisdiction where they are located.
9.7 Interruption
The Client acknowledges
that Transactions conducted over the Internet may be susceptible to
interruptions, transmission blackouts, delays caused by Internet traffic, or
incorrect data transmissions due to the public nature of the Internet.
The Client acknowledges that the Company maintains a commitment to the
highest standards with the aim of preventing the use of the Nemo platform for
market manipulation, abusive activities, or market misconduct. The Client
agrees to adhere to these standards and refrain from engaging in activities
that constitute market misconduct under the applicable laws. Such activities
include, but are not limited to, insider dealing, false trading, price rigging,
disclosure of information about prohibited Transactions, disclosure of false or
misleading information to induce Transactions, and market manipulation. If the
Company observes or suspects any instances of market misconduct, the Client
acknowledges that their Account(s) may be suspended and/or terminated. Additionally,
the Company reserves the right to report the relevant activities to the
appropriate Government Agencies.
11.1 Variation
These Terms are subject
to change by the Company in its sole discretion at any time. When changes are
made, the Company will make the revised Terms available at the Website and the
Nemo platform. We will also update the "Last Updated" date at the top
of the Terms. Any changes to the Terms will be effective immediately for new clients,
and will be effective thirty (30) days after posting notice of such changes on
the Website and/or the Nemo platform for existing clients. The Company may
require the Client to provide consent to the updated Terms in a specified
manner before further use of the Website, the Nemo platform and/or our services
is permitted. If the Client do not agree to any change(s) after receiving the
notice, the Client shall stop using the Website, the Nemo platform and/or our
services. Otherwise, the Client's continued use of the Website, the Nemo
platform and/or our services constitutes their acceptance of such change(s). Please
regularly check the Website and the Nemo platform to view the then- current terms.
The Client acknowledges
and agrees that, in accordance with the Agreement and applicable laws, the
Company reserves the right to modify various aspects of the activities outlined
in the Agreement at any time. This includes, but is not limited to, any associated
costs that may be applicable.
11.2 Non-Waiver
The failure or delay on
the part of the Company to exercise any right, power, or privilege under these
Terms does not constitute a waiver of that right, power, or privilege.
Furthermore, the exercise, enforcement, or waiver of any such right, power, or
privilege on a single or partial occasion does not prevent the Company from
exercising, enforcing, or waiving it in the future, or from exercising or
enforcing any other right, power, or privilege as outlined in these Terms.
11.3 Material Change
Both parties agree to
promptly notify each other in the event of any material changes to the
information contained in these Terms or provided to the other party as provided
in these Terms. The Company, specifically, will provide written notification to
the Client regarding any material changes to the Rules, or any other changes
that may have a significant impact on the Client's Account. In this clause, a
"material change" refers to any change that is likely to have a
significant impact on the rights or obligations of the other party under these
Terms.
11.4 Third Party Services
Subject to other
provisions in the Agreement and applicable laws, the Company has the right to
engage independent contractors, agents (including correspondents), or utilize
the services of its Affiliates, or other third parties to fulfill
certain functions or provide information to the Client. This is to ensure the
effective provision of services as provided in the Agreement on terms deemed
appropriate by the Company. These individuals or entities may be located in
jurisdictions outside of Singapore. Furthermore, the Company reserves the right
to change any service provider without prior notice. The Client acknowledges
and agrees that, in addition to the Agreement, their use of services provided
under the Agreement may be subject to the terms and conditions imposed by
relevant third parties. These terms and conditions will be communicated to the
Client from time to time.
11.5 Time of the Essence
Time shall in every
respect be of the essence under these Terms.
11.6 Approvals and Consents
The Company does not
provide any warranty or representation concerning any circumstance related to
the subject matter of the consent or approval solely by virtue of having given
its approval or consent.
11.7 Complying with an Order
from a Court or Government Agency
The Client agrees not to initiate any legal proceedings against the
Company in relation to its actions if the Company is acting in accordance with
orders issued by a court or a Government Agency.
11.8 Severability
If there is a situation
where an applicable law conflicts with the Agreement, rendering a provision of
the Agreement illegal, void, unenforceable, or in violation of any requirement
set forth by the applicable laws, or imposes an obligation or liability that is
prohibited by such applicable law, then the applicable laws will prevail over
the Agreement to the extent of the inconsistency. In such cases, the Agreement
will be interpreted as if the conflicting provision were modified to the extent
required to comply with the applicable laws and avoid their effects, or if
necessary, omitted.
11.9 Eligibility
Clients who are ordinarily resident of the
countries or regions below are not permitted to use our services or access the
Website and/or the Nemo platform in any form:
[People’s Republic of China, Region of
Crimea, Cuba, North Korea, Iran, Myanmar, Syria, Qatar, Egypt, Oman, Nepal,
Bangladesh, Algeria, Bolivia, Tunisia, Libya, Morocco, Afghanistan, Iraq,
Venezuela, Belarus, Russia, Turkey, Algeria, Bolivia, Ecuador, Kyrgyzstan] (“Prohibited
Jurisdictions”). The Company may adjust the scope of Prohibited Jurisdictions
from time to time by adding or removing jurisdictions, at its sole discretion.
None of the Company, any Nemo Parties or any of their respective officers,
directors, agents, representatives or employees shall be liable for any damage,
claim or Loss incurred by the Client in connection with or arising from the
Company’s refusal to provide services to the Client.
12.1 The Client represents,
warrants and undertakes to the Company that:
i)
the Client possesses a
full understanding of the characteristics, nature, and risks associated with
Virtual Assets and willingly assumes those risks;
ii)
the Client possesses
adequate net worth to bear the risks and potential Losses associated with
trading in Virtual Assets; and
iii)
the Client has conducted
a thorough and independent evaluation of the risks involved, their investment
objectives, financial requirements and commitments, as well as their personal
circumstances, before issuing the Instructions, regardless of whether the
Client has prior experience in trading Virtual Assets or similar instruments.
12.2 The Client explicitly
acknowledges and agrees that their use of the Nemo platform, the Website, and
any services provided by the Nemo platform is solely at their own risk. The
trading interface, information, and all aspects of the Nemo platform are
provided "as is," without any warranty of any kind, whether express
or implied. This includes but is not limited to warranties of title or implied
warranties of merchantability or fitness for a particular purpose. The Client
understands and agrees that no oral advice or written information provided by the
Nemo platform, its Affiliates, or any information providers shall create a
warranty. The Client acknowledges that they should not rely on any such
information or advice.
12.3 The Client acknowledges
and agrees that Nemo Parties are not liable, and
the Client agrees not to seek to hold Nemo Parties liable, for the conduct of
third parties, including operators of external sites, and that the risk of
injury from such third parties rests entirely with the
Client. The Company makes no warranty that the goods or services provided by
third parties will meet the Client’s requirements or be available on an
uninterrupted, secure, or error-free basis. The Company makes no warranty
regarding the quality of any such goods or services, or the accuracy,
timeliness, truthfulness, completeness or reliability of any Connected Content
obtained through the services.
12.4 Notwithstanding anything
to the contrary in these Terms, the Company shall be under no obligation to
inquire into and shall not be liable for any damages, other liabilities or harm
to any person or entity relating to (i) the
ownership, validity or genuineness of any Virtual Asset; (ii) the
collectability, insurability, effectiveness, marketability or suitability of
any Virtual Asset; or (iii) any losses, delays, failures, errors, interruptions
or loss of data occurring directly or indirectly by reason of circumstances
beyond the Company’s control, including without limitation the failure of a
blockchain, third-party services provider, or Ecosystem Partner.
12.5 The Client acknowledges,
understands and agrees that:
i)
virtual assets are highly
risky, and investors should exercise caution when dealing with such products;
ii)
the classification of a
virtual asset as "property" under the law may vary, and there can be
legal uncertainty regarding the nature and enforceability of a client's
interest in such a virtual asset;
iii)
the offering documents or
product information provided by the issuer of virtual assets may not have
undergone scrutiny or review by any regulatory body;
iv)
transactions involving
virtual assets, regardless of the nature of the tokens, are not covered by the
protection offered by any fund set up for making compensation to
investors who suffer losses due to an intermediary default;
v)
virtual assets do not
hold the status of legal tender and are not supported or backed by any
government or authoritative bodies;
vi)
transactions involving
virtual assets may be irreversible. Once a transaction is conducted on a
blockchain or distributed ledger system, it is unable to be reversed or undone,
which means that losses due to fraudulent or accidental transactions may not be
recoverable;
vii)
the value of a virtual
asset is reliant on the ongoing willingness of market participants to exchange
fiat currency for that particular virtual asset. This means that if the market
for a specific virtual asset ceases to exist, the value of that asset may be
entirely and irreversibly lost. There is no guarantee that individuals or
entities who currently accept a virtual asset as payment will continue to do so
in the future;
viii)
the price of a virtual
asset is known for its extreme volatility and unpredictability when compared to
fiat currencies. This characteristic can lead to a complete and rapid loss of
the investment in a short period of time;
ix)
changes in legislation
and regulations have the potential to have a negative impact on the
utilization, transfer, exchange, and value of virtual assets;
x)
the timing of certain
virtual asset transactions may be determined based on when they are recorded
and confirmed by the Nemo platform, which may not necessarily align with the
time at which the Client initiates the transaction;
xi)
the inherent nature of virtual
assets exposes them to a heightened risk of fraudulent activities or
cyberattacks; and
xii)
due to the
characteristics of virtual assets, clients may encounter difficulties accessing
their virtual assets if the Nemo platform experiences any technological issues.
If the Client have any
inquiries, please do not hesitate to contact Nemo at support@nemo.ceo.
The use of our Services and trading in Virtual Assets involves risks. We
set out below a non‐exhaustive list of risks which could result in the Loss,
failure or destruction of the Client’s assets, the inability to access
available benefits, or other Losses and termination of our Services. These
factors are contingencies that may or may not occur, and we are not in a
position to express a view on the likelihood of any such contingency occurring.
Additional risks and uncertainties not set out below, or not expressed or
implied below, could also harm the Client’s assets, the Client’s business and the
Client’s financial condition.
The Client should consider carefully whether the risks set out below, as
well as any other relevant risks, are acceptable to the Client before using our
Services and trading in Virtual Assets. We recommend that the Client seek
independent professional advice tailored to the Client’s specific circumstances
before trading in Virtual Assets or using our Services.
The Client should determine if the transactions align with the Client’s
investment goals, financial situation, risk tolerance, and investment
experience by themselves. The Client should also be prepared to absorb a total
Loss of the funds invested due to or in relation to any Virtual Asset
Transaction, as well as any additional Losses beyond the initial amounts traded
or invested that the Client may be liable for. When deciding whether to trade
or invest, the Client should educate themselves about the general risks and
specifically consider the following risk factors that may apply to each Virtual
Asset Transaction.
Unless otherwise defined
in this document, capitalized terms shall have the same meaning as the “Terms
of Service”.
If the Client wish to
trade Virtual Assets (irrespective of whether they amount to “securities” or
“futures contracts” as defined under the applicable laws), the Client should
carefully read and understand fully the relevant risks associated with the
products as mentioned herein.
1.1 High-risk nature of Virtual Assets
(a)
Virtual Assets are not
considered legal tender and are not backed or guaranteed by any Government
Authority. Virtual Assets may or may not be considered as “property” under the applicable
laws. Such legal uncertainty may affect the nature and enforceability of the
Client’s interest in Virtual Assets.
(b)
Virtual Assets may not be
backed by physical assets and may not have an intrinsic value.
(c)
Virtual Assets are
considered a high-risk asset class and may or may not be considered securities.
Some Virtual Assets may not circulate freely or widely, and may not be listed
on any secondary markets.
1.2 Risk of Virtual Assets trading
(a)
Virtual Assets are highly
risky and the Client should exercise caution in relation to Virtual Assets.
(b)
The prices of Virtual
Assets may be highly volatile and subject to unpredictable fluctuations,
sometimes dramatically. The price of a Virtual Asset may move up or down, or
may become valueless.
(c)
The volatility and
unpredictability of Virtual Assets may result in significant Losses over a
short period of time.
(d)
Technical advancements,
as well as broader economic and political factors, may also result in
significant changes to the value of Virtual Assets in a short period of time.
(e)
Transactions involving
Virtual Assets are irrevocable and irreversible, and lost or stolen Virtual
Assets may not be recoverable. Once a transaction has been verified and
recorded on a blockchain, Losses due to steal, fraudulent or accidental
transactions will not be reversed or recoverable.
(f)
Once the steps described
in these Terms are completed, a Virtual Asset Transaction becomes binding and
cannot be reversed. However, some Virtual Asset Transactions may be deemed to
be executed only when recorded and confirmed by us, which may not necessarily
be the time at which the Client initiate the transaction or not executed at
all. This delay could result in Losses for the Client if the Virtual Asset
Transaction is not executed at the desired time.
(g)
Virtual Assets are
relatively untested products and there is considerable uncertainty about their
value and long‐term viability which could be affected by a variety of factors
including, among others, discovery of wrongful conduct, market manipulation, change
to the nature or properties of the Virtual Asset, governmental or regulatory
activity, legislative and regulatory changes, suspension or cessation of
support for a Virtual Asset or other exchanges or service providers, public
opinions, or other factors beyond our control.
1.3 Virtual Assets may be complex products
Virtual Assets may be
complex products by virtue that the terms, features and/or risk are not
understood due to the complex structure, novelty and reliance on technological
features.
1.4 Not a bank deposit
Neither us nor the
entities associated with us is regulated, and any Fiat currencies or Virtual
Assets held by us are not considered "deposits" within the meaning of
any applicable laws or any other regulated product or service under any
applicable laws.
1.5 Inflation risk
Due to the design of
Virtual Assets or events such as Forks, Airdrops, or Network Events, the supply
of Virtual Assets may not be fixed. When new Virtual Assets are created, the
increased supply may cause a decline in their price due to inflationary effects
resulting from the greater total number of Virtual Assets available.
1.6 Market, liquidity and conversion risk
The value of Virtual
Assets may be derived from the continued willingness of market participants to
exchange Fiat currency for the Virtual Assets which may result in the potential
for permanent and total Loss of value of the Virtual Assets should the market
for them disappear. There is no assurance that a person who accepts a Virtual
Asset as payment will continue to do so in the future. Liquidity risk may be
caused by a lack of liquidity in a particular market due to the absence of
buyers, limited buy/sell activity or underdeveloped secondary markets for
certain Virtual Assets. This risk could result in infrequent but significant changes
in the underlying market price, making it difficult or impossible to unwind or
transfer a particular Virtual Asset in a timely manner, at the expected price,
or at all. There is no assurance that a person who accepts a Virtual Asset as
payment will continue to do so in the future.
1.7 Certain events may impact Virtual Asset Transactions
The trading of Virtual
Assets may be suspended, preventing investors and potential
investors from buying or selling. The Nemo platform may
suspend trading when necessary to ensure a fair and orderly market that
protects investors’ interests. If trading is suspended, the subscription and
redemption of Virtual Assets may also be suspended, and liquidating a position
in the Virtual Assets may be challenging or impossible in certain
circumstances.
Furthermore, certain
events such as Network Events, Airdrops or Forks may occur rapidly and impact the
Client’s ability to conduct a Virtual Asset Transaction. Information in respect
of such events may be difficult to ascertain ahead of time and may be subject
to limited oversight by any third party capable of intervening to stabilize the
network.
1.8 Foreign exchange and foreign exchange control risk
(a)
Where a Virtual Asset
Transaction is denominated in a particular Fiat currency other than the
Client’s primary reference asset or when Virtual Assets are converted during
the Virtual Asset Transaction, there is a risk that if the exchange market
moves against the Client, then prior to, or upon the closing of the position,
the net proceeds may be significantly less than the initial amount in the
Client’s primary reference asset, and any income or gains may be entirely
negated.
(b)
The Client may suffer
Loss as a result of depreciation of the value of the Fiat currency paid as a
result of foreign exchange controls. Repayment or payment of amounts due to the
Client may be delayed or prevented by exchange controls or other actions
imposed by Government Authority over the Fiat currency which they control or
regulate.
1.9 Commissions, fees and other costs
All Virtual Asset
Transactions executed in pursuance of the Client’s Instructions are subject to
a transaction fee and any other fees, charges, commissions, and costs that we
from time to time may impose. Before the Client begin to trade on the Nemo
platform, the Client should obtain a clear explanation of all fees and other costs
for which the Client will be liable. These costs will affect the Client’s net
profit (if any) or increase the Client’s Loss. If any of these fees and costs
are unclear, the Client should request specific monetary terms before entering
into the Virtual Asset Transaction. The applicable fees and costs will depend
on various factors, including the nature of the Client’s relationship with us,
the size and complexity of the transaction, and the type of asset involved.
Fees and costs may include execution charges, such as commissions, commission
equivalents, markups, markdowns, and dealer spreads, as well as administrative costs.
Commission equivalents refer to the amount charged by us for purchasing or
selling Virtual Assets in certain riskless principal transactions, while
markups or markdowns are the difference between the price charged to the Client
and the prevailing market price. The spread refers to the difference between
the current purchase or bid price and the current ask or offer price, which may
fluctuate based on the supply and demand levels of the Virtual Assets.
1.10 No right under statutory protection schemes
(a)
Virtual Asset
Transactions are not covered by the protection offered by the fund set up for
making compensation to investors who suffer losses due to an intermediary
default (irrespective of the nature of the Virtual Assets).
(b)
Virtual Asset
Transactions and Virtual Assets may not enjoy the same protection as that
conferred on other products and asset classes governed by the applicable
securities laws.
(c)
any Virtual Assets or
Fiat currency held in an Account are not protected deposits, and are not
protected by any deposit protection scheme in any jurisdictions.
1.11 Risks of the Client’s assets received or held outside Singapore
Virtual Assets and Fiat currencies
received or held by the licensed or registered person outside Singapore are
subject to the applicable laws and regulations of the relevant overseas
jurisdiction which may be different from the local laws and regulations.
Consequently, such assets may not enjoy the same protection as that conferred
on other assets received or held in Singapore.
2.1 OTC Transactions (if
applicable)
OTC Transactions are
involved in the services, which may carry increased risks since it may be
difficult to liquidate an existing position, determine a fair price or assess
exposure to risk.
OTC Transactions are less
transparent than those carried out on recognized exchanges.
2.2 Counterparty risk (if
applicable)
The Client is subject to
our counterparty risk under an OTC Transaction. The Client should
note that we are not regulated by any financial regulator and as such, the
Client may not receive any regulatory protection at all. The Client should
cautiously consider whether it would be in their best interest to enter into
OTC transactions with us, conduct appropriate due diligence on us and the
relevant product to assess comparative credit risk before proceeding with the
OTC Transaction, and seek independent professional advice if in doubt.
3.1 Offering documents or
product information
Virtual Assets are not
issued by us but by third parties. Therefore, the Client should be careful when
considering any issuance or offer of such Virtual Assets. Any applicable terms
and information should be carefully read, along with the risk disclosures
provided by the issuers before entering into a Virtual Asset Transaction.
The offering documents or
product information provided by the issuer of a Virtual Asset have not been
subject to scrutiny by any Government Authority, unless expressly stated
otherwise. For any Virtual Assets that have been authorized by a regulator,
authorization does not imply any official recommendation or endorsement of the
asset by the regulator, nor does it guarantee the commercial merits of the
asset or its performance.
3.2 Issuer insolvency and
default
In the unfortunate event
that a Virtual Asset issuer becomes insolvent and defaults on their issued
products, investors will not have any preferential claims to any assets held by
the issuer and will be considered as unsecured creditors. Therefore, the Client
should closely assess the financial strength and creditworthiness of Virtual
Asset issuers and their project potential. Since Virtual Assets are not legal
tender and not backed by assets or any Government Authorities, their tokens may
no longer have any value in the event of issuer bankruptcy or cessation of
operations, and the Client may lose the Client’s entire investment. It should
be noted that we do not make any representations or warranties about whether
any Virtual Asset will always continue to be available for trading in the Nemo
platform, and any Virtual Asset is subject to delisting without prior notice in
our sole discretion. Thus, it is advisable for the Client to seek independent
professional advice before making any investment decision.
4.1 Distributed Ledger
Technology (“DLT”)
The Nemo platform is
designed to support various un-permissioned distributed ledger systems that can
be accessed and used by anyone. To ensure the utility and integrity of the Nemo
Platform, we plan to utilize supporting technologies that also operate on
decentralized ledgers. Stability, security, and popularity of these
decentralized ledgers are crucial for the success of the Nemo platform.
However, the DLT used in
Virtual Assets is a relatively new, untested and evolving technology. Such
experimental technology poses risks including (but not limited to) technical
flaws in technology and development, consensus-based or other mining attacks,
changes in the consensus protocol or algorithms, instability in future
viability, decreased community or miner support, mining attacks,
majority‐mining, targeting by malicious persons, rapid fluctuations in the
value of relevant Virtual Assets, the emergence of competing networks,
platforms, and assets, flaws in the scripting language, disputes between
developers, miners, and/or users, and/or regulatory action.
4.2 Disruption to
Services as a result of reliance on the internet and other technologies
The nature of Virtual
Assets means that any technological difficulties experienced by us may prevent the
Client from accessing the Client’s Virtual Assets.
Virtual Asset
Transactions rely heavily on the internet and other technologies. Any
significant disruption in our information technology systems, or any of the DLT
networks we support, could adversely impact on the Client’s ability to use our services.
As a result, the Client’s Virtual Asset Transaction may not be executed
according to the Client’s Instructions, at the desired time, or not at all.
Our systems, that of our
third‐party service providers and partners, and certain Virtual Asset and DLT
networks may experience service interruptions or degradation because of reasons
such as hardware and software defects or malfunctions, distributed denial‐of‐service
and other cyberattacks, insider threats or other events. In addition,
extraordinary trading volumes or site usage could cause our computer systems to
operate at a slow speed or even fail. If any of our systems, or those of our
third‐party service providers, are disrupted for any reason, our Services may
fail resulting in, amongst others, unanticipated disruptions, slower response
times, delays and failures in the execution of the Client’s Virtual Asset
Transaction.
In addition, the public
nature of the internet means that parts of the internet or the entire internet
may be unreliable or unavailable at any given time. Transmitting data via the
internet and/or other technologies can result in interruption, delay, corruption,
or loss of data, loss of confidentiality, or transmission of malware. No
authentication, verification or computer security technology is completely
secure or safe. The internet or other electronic media are an inherently
unreliable form of communication, and such unreliability maybe beyond our
control. Any information transmitted, or communication or transaction made,
over the internet or through other electronic media may be subject to security
breaches. In case security is compromised, the information transmitted,
communication or transaction may be exposed and result in reputational,
monetary and other harm. Reliance on the internet also means that the
information transmitted, communication and transaction may be vulnerable to
interruption, transmission blackout, delayed transmission due to data volume,
internet traffic, market volatility or incorrect data transmission or stoppage
of price data feed.
4.3 Cyberattacks and
fraudulent activity.
The nature of Virtual
Asset Transactions and the reliance on internet technology by our services
means that they may be the target of malicious cyberattacks and exposes them to
an increased risk of fraud and cyberattacks. Malicious individuals may attempt
to steal Virtual Assets or Fiat currency, or interfere with Virtual Asset
Transactions or our services, which may lead to risks including (but not
limited to) distributed denial of service, sybil attacks, phishing, social
engineering, hacking, smurfing, malware, double spending, majority‐mining,
consensus-based or other mining attacks, misinformation campaigns, forks, and
spoofing.
Smart contracts and other
code vulnerabilities, as well as human error, may also leave Virtual Assets, the
Client’s Wallet, the Client’s Account, our service, our Website or the Nemo platform open to exploitation. A limited
amount of Virtual Assets may be stored in Hot Wallets, which are online
environments that can be vulnerable to hacking or cyberattacks. Hackers
frequently target Virtual Asset trading platforms, and victims may struggle to
recover Losses. This could result in significant Loss or other impacts that may
materially affect the Client’s interests. These events may affect the features,
functions, operation, use, access, or other properties of Virtual Assets, the
Client’s Wallet, the Client’s Account, our Website, the Nemo platform, or our services.
Although we have developed systems and processes designed to protect the data
we manage, prevent data loss and other security breaches, there can be no
assurance that these security measures will provide absolute security or
prevent breaches or attacks. Any fraudulent activity, cyberattack or
technological difficulty may affect have an adverse impact on the Client’s
Virtual Assets or information relating to the Client.
4.4 Forks
Many cryptographic tokens
are built on the Ethereum blockchain, which is an open-source protocol. Once
the source code is released to the community, anyone can develop a patch or
upgrade for Ethereum without prior permission. If a significant percentage of
Ethereum holders accept these patches or upgrades, it could result in a “Fork”
in the blockchain, which could adversely affect the operation of the trading
platform. Forks can undermine the sustainability of the trading platform
ecosystem and may even destroy or frustrate the trading platform. While
attempts to re-merge the two separate branches may be made through
community-led efforts, success is not guaranteed and could take an undetermined
amount of time.
Virtual Assets may be
subject to Forks or attacks on the security, integrity or operation of the
networks including Network Events. Such events may affect the features,
functions, operation, use or other properties of any Virtual Asset, network or
platform.
The events may severely
impact the price or value, function and/or the name of any Virtual Assets, or
even result in the shutdown of the network or platform associated with the
Virtual Asset.
4.5 Concentration risk
At any point in time, one
or more persons may directly or indirectly control significant portions of the
total supply of any particular Virtual Asset. Acting individually or in
concert, these holders may have significant influence, and may be able to influence
or cause Forks or Network Events which may have a detrimental effect on price,
value or functionality of the Virtual Assets. Network Participants may make
decisions that are not in the Client’s best interest as a holder of Virtual
Assets.
4.6 Fraudulent
transactions in Virtual Assets are not recoverable
Malicious entities may
target the Client in an attempt to steal or to claim any asset the Client may
hold. This may involve unauthorized access by third parties to the Client’s Wallet
or Account or any Wallet or Account‐related details to conduct Virtual Asset
Transactions without the Client’s knowledge or consent, as well as unauthorized
access to the Client’s computer or other devices that the Client may use. This
could happen through various means, such as gaining control over another device,
Wallet or Account used by the Client. The Client alone is responsible for
protecting themselves against such actions. Transactions involving Virtual
Assets are irrevocable. Lost or stolen Virtual Assets generally will not be
retrievable.
4.7 Risk related to
Authorized Persons
Allowing another person
to trade or operate an Account carries significant risks, including the
possibility of unauthorized individuals providing Instructions. By granting
such permission, the Client acknowledges and accepts all associated risks and
release us from any liabilities that may arise from or be connected to these
Instructions.
4.8 Claims by bad-faith
persons
If someone gains access
to the Client’s Wallet, email, or Accounts registered with us, they may claim
the Virtual Assets in bad faith. This can happen due to password deciphering or
cracking, phishing scams, or other hacking methods. Once they obtain the
assets, they can send them to anyone, and the transfer cannot be revoked or
reversed. To protect the Client’s Wallet, email, and Accounts, it is
recommended that the Client take appropriate security measures. The Client is responsible
for maintaining the security of their Wallet, email, and Account on the Nemo
platform at all times.
4.9 Losing control of
private key
The Client alone is responsible
for securing the Client’s private key in respect of any address with respect to
Virtual Assets not received nor held by us and/or the custodian (if any) in an
Account. Losing control of the Client’s private key will permanently and
irreversibly deny the Client access to the Client’s Virtual Assets. Neither we
nor any other person will be able to retrieve or protect the Client’s Virtual
Assets not held by us and/or the custodian in an Account. Once lost, the Client
will not be able to transfer the Client’s Virtual Asset to any other address or
wallet. The Client will not be able to realize any value or utility that the
Virtual Asset may hold now or in future.
4.10 Cryptographic
technology advancements
Developments in cryptographic technologies and techniques, such as
artificial intelligence and quantum computing, pose security risks to all cryptography based systems including the Virtual Assets, the
Client’s Wallet, the Client’s Account, the Nemo platform,
our Website and our services. Applying these technologies and techniques may
result in theft, Loss, disappearance, destruction, devaluation or other
compromises of the Virtual Assets, the Client’s Wallet, the Account, our Services,
the Nemo platform or the Client’s data (as applicable).
4.11 Short in processing
power
As the Nemo platform scales up, there may be a sharp rise in transaction
volumes and demand for processing power. If the demand for processing power
exceeds what was predicted, it could destabilize or stagnate the platform's
network. This could create opportunities for fraudulent activities, including
unauthorized or false transactions, such as “double-spending”. All of these
factors could negatively affect the usability, stability, and security of the
Nemo platform.
4.11 Source code defects
We implement quality
assurance protocols to ensure that the source codes reflect their intended
functions as accurately as possible. However, flaws in the source codes,
including those that are open source, cannot be entirely eliminated. These
codes may contain bugs, inconsistencies, errors, flaws, or defects that can
disable functionality, create vulnerabilities, or cause instability. Such
issues may compromise the predictability, usability, stability, and/or security
of the Nemo platform.
The tax treatment of
Virtual Asset Transactions is uncertain and may be subject to the tax laws and
regulations the relevant jurisdiction. However, the tax treatment and
accounting of Virtual Assets is an area of law and practice that is largely
untested and subject to change, and may vary among different jurisdictions. As
a result, we may receive queries, notices, requests, or summons from tax
authorities and may be required to provide information about Virtual Asset
Transactions. The accounting profession has not established agreed upon
standards and practices for auditors to obtain sufficient evidence for the
existence and ownership of Virtual Assets or to determine the reasonableness of
valuations. Therefore, if the Client is uncertain about the tax implications of
the Client’s Virtual Asset Transactions, the Client should seek independent
professional advice in case of uncertainty.
6.1 Restrictions in
certain jurisdictions
Residents, Tax residents
or persons having a relevant connection with certain jurisdictions may be
excluded from carrying out Virtual Asset Transactions. Changes in the applicable
law may adversely affect the use, transfer, exchange and value of Virtual
Assets or result in the Client violating any legal or regulatory requirements
of the Client’s applicable jurisdiction.
The Client is responsible
for ensuring that any Virtual Asset Transaction is, and remains, lawful in case
of changes to the applicable law, the Client’s circumstances, or residence.
6.2 Regulatory
uncertainty
The regulatory regimes
that govern DLT and Virtual Assets are uncertain and new regulations or
policies may materially affect the development and value of the Virtual Assets.
Legal and documentation risks associated with Virtual Asset Transactions include
the possibility that transactions and/or their related framework arrangements
may not be legally enforceable, or that the parties’ conduct violates applicable
laws and regulations. There is legal uncertainty regarding whether Virtual
Assets can be considered “property” under the law, potentially affecting the
nature and enforcement ability of the Client’s interest in such assets. Laws
and regulations are also likely to evolve rapidly depending on the interest of
Government Authorities and the rigor of regulations varies significantly among
jurisdictions, which may also have negative impacts on the use, transfer,
exchange of the Virtual Assets, and the value of the Virtual Asset may decrease
or lose due to such legislative or regulatory change.
It is the Client’s
responsibility as an investor to understand and comply with the laws applicable
to the Client or the Client’s property, rights, or assets, including any tax
implications related to the Virtual Assets the Client trades or the leverage the
Client provides.
6.3 Regulatory oversight
from various jurisdictions
Securities are subject to
legal and regulatory oversight from authorities in various jurisdictions around
the world. We may receive notices, queries, warnings, requests, or rulings from
one or more authorities on short notice. In some cases, we may even be ordered
to suspend or terminate any action related to securities as a whole without
prior notice. Many aspects of securities involve untested areas of law and
regulation that could be subject to new laws or regulations. As a result, it is
impossible to predict the legal and regulatory outcomes of securities in all
relevant jurisdictions. This could seriously affect the planning, development,
marketing, promotion, execution, or other aspects of Virtual Assets. Regulatory
policies can change with or without prior notice, and any existing regulatory permissions
or tolerance of Virtual Assets in any jurisdiction may be withdrawn suddenly.
Cryptographic tokens and cryptocurrencies may be deemed a commodity or virtual
commodity, digital asset, or even money, securities, or currency in various
jurisdictions, potentially leading to prohibitions on entering into, trading,
or holding securities in certain locations. This could result in Virtual Assets
being considered a regulated or restricted product. It is worth noting that
there is no guarantee that Virtual Assets will maintain any particular legal or
regulatory status in any jurisdiction at any time.
6.4 Transactions in other
jurisdictions
When conducting
transactions involving Virtual Assets issued by parties subject to foreign laws
or on markets in other jurisdictions, recovery of the invested sums and any
profits or gains may be reduced, delayed, or prevented by exchange controls,
debt moratorium, or other actions imposed by the Government Authority or other
official bodies. Therefore, before undertaking any Virtual Asset Transactions, the
Client should ensure that they are familiar with the relevant rules or laws. It
is worth noting that the Client’s local regulatory authority will not be able
to enforce the rules of regulatory authorities or markets in other
jurisdictions where the Client’s Virtual Assets Transactions take place. Before
trading, the Client should seek independent advice on the different types of
redress available in the Client’s home jurisdiction and other relevant
jurisdictions. If the Client’s country of residence imposes restrictions on
Virtual Asset Transactions, we may be required to discontinue the Client’s
access to the Account and may not be able to transfer Virtual Assets back to the
Client or allow the Client to transfer Virtual Assets from the Account to themselves
or others until the regulatory environment permits.
As the Nemo platform is
technically complex, we may encounter unforeseeable and unresolvable
difficulties. Consequently, there is a possibility that the development of the Nemo
platform could fail, terminate, or face delays at any time, for various reasons
including insufficient funds. In the event of development failure or
termination, the Virtual Asset may become non-transferable, non-exercisable, or
even obsolete.
To the extent permitted
under applicable laws, we or other Virtual Asset Service Providers (subject to
the terms agreed between the Client and such Virtual Asset Service Providers)
may be acting as agents for the Client as well as principals against the Client.
We or other relevant Virtual Asset Service Providers may facilitate the initial
distribution of Virtual Assets, secondary market trading, or both, in manners
similar to a traditional exchange, alternative trading system or securities
broker. If these operations are not under the purview of any Government
Authority, it would be difficult to detect, monitor and manage conflicts of
interest.
9.1 No Investment Advice
This document may not
disclose all risks and features of the Virtual Assets mentioned herein which
are traded on the Nemo platform. This document has been issued by the Nemo
platform for reference and information purposes only. The Client should not
rely on this document alone to make any investment decision but should carefully
read the related offering documentation and any other relevant documentation, in
particular, detailed risks relating to each product contained in such
documents. We do not recommend that any Virtual Assets should
be bought, sold, or held by the Client.
The Client should not
deal in Virtual Assets unless the Client conduct the Client’s own due diligence
and understand the nature of the product and the extent of the exposure to
risk. The Nemo platform will not be responsible or liable for any Loss caused
by the investment in any products mentioned herein. The Client should not only
consider the information contained either in this document or in the offering
documentation but should also consider the Client’s own financial position and
particular circumstances before making any investment decision. In case of
doubt, the Client is strongly advised to obtain independent professional
advice. In conducting any relevant activities, if the Nemo platform solicits
the sale of or recommend any product including any virtual assets to the Client,
the product must be reasonably suitable for the Client having regard to the
Client’s financial situation, investment experience and investment objectives.
No other provision of this agreement or any other document we may ask the
Client to sign and no statement we may ask the Client to make derogates from
this clause.
9.2 Accuracy of
Information
We will endeavour to
ensure accuracy of all information contained in this document although it will
not hold any responsibility for any missing or wrong information. We provide
all information as is. The contents of this material have not been reviewed by
any regulatory authority. The Client understands that they are using any and
all information contained in this document at their own risk.
This document does not
constitute, nor is it intended to be, nor should it be construed as offer or
solicitation to invest in any of the products mentioned herein. This document
is not intended to be distributed to persons in the jurisdiction or countries
that will violate the law or regulation, and it is not intended to be used by
such persons.