Our Terms & Condition

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Risk Disclosure Statement

Trading cryptocurrencies is a high-risk activity which may result in you incurring significant losses or losing your entire investment. You should carefully consider whether investing in or trading cryptocurrencies is suitable for you in light of your financial status and, should you decide that it is, never invest in or trade with more than you are willing to lose. It is your sole responsibility to educate yourself on the risks involved in trading cryptocurrencies. No communication or information provided by us shall be construed as advice of any kind, whether financial, investment, tax, legal or any other kind of expert advice. We do not hold any cryptocurrencies as your trustee, and do not act as your advisor in any capacity. Should you be unclear on any of the risks involved, you should seek expert advice prior to commencing trading. By using any of the services we provide you confirm that you have read this Risk Disclosure Statement and agree that you will trade solely at your own risk.

Introduction

These terms and conditions and any other terms or conditions, policies, rules, procedures and fee schedules expressly incorporated herein (together the "Terms and Conditions") govern your use of and access to all services provided by Fearless Legends Pte. Ltd. (UEN: 201934989G), a private limited company duly incorporated under the laws of the Republic of Singapore with its registered office located at 531A Upper Cross Street #04-95 Hong Lim Complex Singapore 051531 ("Fearless") including but not limited to any aggregation service, trading platform, website, mobile application, developer tools, APIs or any other associated service provided by the Company (together the "Services").

The terms "we", "us" and "our" refer to the Company and any of its affiliates. The terms "you" and "your" refer to you, the user, and where the context requires encompass any legal entity you purport to represent ("Institution"). Certain capitalised terms contained but not explained within this Introduction are defined in S.2 of the Terms and Conditions.

All policies, rules, procedures and fee schedules published from time to time on https://www.finxflo.com/(the "Website") , are expressly incorporated into the Terms and Conditions. The Terms and Conditions constitute a binding legal agreement between you and the Company. You confirm that you agree to be bound by the Terms and Conditions by clicking a button or checkbox on the Website that states the words "I agree" or similar when presented with the Terms and Conditions or, if sooner, by accessing or using the Services.

We reserve the right to modify, amend or supplement the Terms and Conditions at any time without prior notice. We shall notify you of any changes made to the Terms and Conditions via a notification on the Website and/or via email. Any such changes will take effect as soon as they are posted on the Website or on any other effective date expressly mentioned therein. By agreeing to these Terms and Conditions you agree that you will monitor updates to the Terms and Conditions and ensure that you remain compliant. If you determine that you are unwilling or unable to comply with the Terms and Conditions at any time you must stop using the Services immediately.

If you have any queries with regard to these Terms and Conditions or the Services please contact our support team at [email protected]

Definitions

The following terms when used in these Terms and Conditions shall have the meanings ascribed to them in this clause:

"Account" means the User's account with the Platform.

"AML/CFT" means Anti-Money Laundering and Counter Financing of Terrorism.

"Business Day" means a day on which banks are open for general business in Singapore.

"Digital Payment Token" has the meaning set out in Singapore’s Payment Services Act 2019 (Act 2 of 2019).

"Fork" means the creation of a new or related version of an existing Digital Payment Token.

"Funds" means the Digital Payment Tokens stored in your Account at any one time.

"Indemnified Parties" means Fearless and its affiliates, subsidiaries, parent company, Fearless' directors, shareholders, employees, subcontractors and agents and any third party instructed by Fearless in connection with the provision, development or maintenance of Services.

"Individual User" means an individual using the Services on their own behalf and not on behalf of any Institution.

"Intellectual Property" means all intellectual property rights whatsoever nature, including but not limited to copyright, trademarks and patents in all content and material contained on or subsisting in the Website or provided in connection with the Services, including but not limited to all logos, designs, data, text, graphics, pictures, information, software, source codes and sound files.

"KYC" means Know Your Client.

"Order" means an order placed through the Platform to buy or sell a Digital Payment Token.

"Pairing" means two different types of Digital Payment Token that can be traded for each other on the Platform.

"Personal Data" means data about an individual, whether true or false, which would enable an organisation to identify that individual, either on its own or when used together with others information to which organisation has or is likely to have access.

"Platform" means the trading platform hosted by Fearless on the Website, which enables Users to buy and sell Digital Payment Tokens in return for other Digital Payment Tokens.

"Politically Exposed Person" is an individual who is or has been entrusted with a prominent public function in Singapore, or any other country or territory. In this context, "prominent public function" includes the role held by a head of state or government, government minister, senior public or civil servant, senior military or judicial official, senior executive of a state-owned corporation, senior political party official, or a member of the legislature but excludes the role held by middleranking or more junior officials.

"Relative" means a spouse, sibling, parent, child, step child or adopted child of a Politically Exposed Person.

"Sanctions" means economic sanctions laws, regulations or embargoes administered, enacted or enforced by the USA, the United Nations, Hong Kong, the Commonwealth of Australia, the European Union, the United Kingdom, Switzerland, Singapore or any Sanctions Authority.

"Sanctions Authority" means any governmental institution or agency of those territories and bodies falling within the definition of "Sanctions".

"Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the US Department of Treasury, the Money Authority of Singapore's Lists of Designated Individuals and Entities Consolidated of Financial Sanctions Targets and the Investment Ban List maintained by Her Majesty's Treasury, or any similar list maintained by, or public announcement of such sanctions designation made by any Sanctions Authority.

"User" means Individual Users and Institutional Users.

1. Eligibility

1.1 Individual Users

If you are an Individual User you are only eligible to use the Services if:

1. You are at least 18 years old and have sufficient legal capacity to agree to and be bound by these Terms and Conditions in full;

2. You are not listed on any Sanctions List;

3. You are not located in or a resident of a territory subject to Sanctions or which prohibits your use of any of the Services;

4. The use of the Services, agreement to and performance of your obligations under these Terms and Conditions will not bring you into conflict with any applicable law or regulation, or any other contract, agreement or instrument binding on you;

5. You have not had an Account previously terminated by Fearless; and

1.2 Institutional Users

If you are an Institutional User then by accepting these Terms and Conditions you are accepting them on behalf of the Institution. You / the Institution are only eligible to use the Services if:

1. You are duly authorised to use the Services on behalf of the Institution and bind the Institution to these Terms and Conditions in full;

2. The Institution has full power, capacity and authority to enter into and be bound by these Terms and Conditions and is a corporation, duly incorporated and validly existing under the law of its jurisdiction;

3. Use of the Services, agreement to and compliance with these Terms and Condition will not bring the Institution into conflict with its constitutional documents, any applicable law or regulation, or any other contract, agreement or instrument binding on it.

4. Neither you nor the Institution is listed on any Sanctions List;

5. Neither you nor the Institution is located in or a resident of a territory subject to Sanctions or which prohibits your use of any of the Services; and

6. Neither you nor the Institution has had their Account previously terminated by Fearless.

1.3 For you to be granted permission to use the Services you will need to pass Fearless' due diligence process including but not limited to KYC AML/CFT checks, and any other checks as may be required by Fearless. The extent of the due diligence carried out in each case will be within the the the sole discretion of Fearless. Enhanced due diligence may be required to carried out on Politically Exposed Persons or Relatives thereof, or individuals or legal entities which, in the sole opinion of Fearless, present an increased AML/CFT risk. Where this requires the incurring of extra costs Fearless reserves the right to charge you these extra costs. Fearless reserves the right to carry out further due diligence checks from time to time as it deems fit.

1.4 You hereby authorise Fearless to make any inquiries with third parties that it considers necessary or desirable for the purposes of confirming any information provided by you or any related information it considers relevant to your use of the Services. You further authorise and instruct any such third party approached by Fearless to cooperate in full with Fearless' requests and authorise Fearless to disclose any information obtained to the relevant regulatory authorities should Fearless deem it necessary to do so.

1.5 Notwithstanding anything else in these Terms and Conditions permission to use the Services or to continue using the Services is within the sole discretion of Fearless. Fearless reserves the right to reject your registration application or terminate your Account without prior notice or explanation.

2. Fees

2.1 You agree to pay all fees as described in these Terms and Conditions and as updated from time to time. Any such fee update will take effect prospectively from the effective date notified on the Website in connection therewith. 2.1 You agree to pay all fees as described in these Terms and Conditions and as updated from time to time. Any such fee update will take effect prospectively from the effective date notified on the Website in connection therewith.

2.2 Fees are charged per Order and calculated at 0.09% of the volume of the Digital Payment Token volume bought or sold.

2.3 We do not charge fees on withdrawals or deposits.

2.4 You hereby authorise Fearless to debit your Account of all fees owed by you under these Terms and Conditions. Fearless is entitled, but not obliged, to set-off any sums owed to you against any sums owed by you to Fearless.

2.5 You are solely responsible for any fees levied by third parties in connection with your use of the Services including but not limited to any transfer fees incurred in transferred Digital Payment Tokens to or from your Account.

Representations and Warranties

You hereby represent and warrant to Fearless that on accepting these Terms and Conditions, and for every day throughout your holding of an Account with Fearless:

a. You have the full power, authority and capacity to enter into these Terms and Conditions and perform your obligations hereunder.

b. If you are an Individual User you satisfy in full all of the requirements set out in clause 1.1 and you will use your Account exclusively on your own behalf;

c. If you are an Institutional User, you and your Institution fully satisfy all of the requirements set out in clause 1.2;

d. If you are an Institutional User you will use your Institution's Account solely for the benefit of the Institution your Account is registered for;

e. All information and documentation provided by you to Fearless is entirely accurate, up to date genuine and not misleading in any way;

f. You are the legal and beneficial Owner of all Digital Payment Tokens deposited into your Account;

g. All Digital Payment Tokens deposited into your account are derived from legal and legitimate sources; and

h. You understand the risk involved in trading Digital Payment Tokens through aggregator platforms and online exchanges and you will use the Services entirely at your own risk.

4. Undertakings

4.1 You undertake that you will not:

a. Breach any law or regulation applicable to you;

b. Breach the Terms and Conditions in any way;

c. Act in any way that has the potential to defame or damage the reputation of Fearless

d. Act in any way that interferes with another User's use or access the Platform;

e. Engage in any behaviour which is abusive, extortive, harassing, threatening or which in any way infringes on the rights of another User or Fearless;

f. Use the Services in connection with any gambling, whether legal or illegal;

g. Violate any Intellectual Property of Fearless;

h. Open more than one Account with Fearless unless granted express written permission by Fearless;

i. Provide information or documentation that is inaccurate, disingenuous or misleading in any way;

j. Take actions which result in a disproportionately large or excessive data load on our infrastructure or disrupt or interfere with any data, system or information;

k. Upload or transmit any material or software which contains viruses, worms, trojan horses, malware or any other type of harmful, malicious, corrupting code or program capable of damaging, intercepting or interfering with any data, information or system

l. Upload or transmit any inflammatory, discriminatory, abusive, obscene or pornographic material or content;

m. Engage in any fraudulent or suspicious activity;

n. Treat any information provided by Fearless as investment advice or a recommendation of any kind to Buy or Sell any Digital Payment Tokens;

o. Impersonate or misrepresent your affiliation with any person or legal entity;

p. Permit any other person to use your Account;

r. Use the Services in a way that has the potential to cause you, Fearless, other Users or third parties to incur claims, costs, complaints, penalties, fines, damages, or liabilities of whatsoever nature; or

r. Use the Services in a way that has the potential to cause you, Fearless, other Users or third parties to incur claims, costs, complaints, penalties, fines, damages, or liabilities of whatsoever nature; or

s. Take any action that may detrimentally impact Fearless' ability provide the Services.

4.2 You undertake that you will:

a. At all times use the Services in good faith and as they are intended to be used;

b. Fully cooperate with any requests for information and documentation and/or any investigation launched by Fearless in connection with the provision of the Services or the use of the Services by you or another User;

c. Ensure that your Account does not enter a negative balance;

d. Keep all login and security credentials secure and protected from unauthorised use and immediately notify Fearless if you have reason to believe they may have been compromised; and

e. Be responsible for and bear the entire risk for all activities that are carried out through your Account whether carried out by you or an unauthorised person.

5. Data Protection

5.1 You consent to the collection, use, disclosure, sharing and processing of Personal Data for purposes related to the provision of the Services including but not limited to:

a. Satisfying our legal and compliance obligations and assisting regulatory authorities;

b. Carrying out our obligations under these Terms and Conditions;

c. Protecting our rights under these Terms and Conditions;

d. Administering, providing, enhancing and personalising the Services;

e. Anti-fraud measures;

f. Communicating with you; and

g. Research and development or market

5.2 Personal data will be stored in our data storage facilities, or data storage facilities of third parties instructed on our behalf in relation to the provision of the Services. Your Personal Data may be stored in destinations outside of Singapore.

5.3 We will use best endeavours to ensure that your personal data is retained no longer than required or the purposes for which it is collected, unless retention of your Personal Data is permitted or required to be retained for longer by any applicable law or regulation.

6. Support for Digital Payment Tokens

6.1 Fearless will, in its sole discretion determine the Digital Payment Tokens and Pairings that Users are able to store, trade or transfer through the Platform. Fearless reserves the right to terminate support for a Digital Payment Token or Pairing at any time without prior notice.

6.2 Where a Fork of a Digital Payment Token occurs Fearless will be under no obligation to continue to provide support for that Digital Payment Token or any of its variations.

6.3 Where we decide to terminate support for a Digital Payment Token in a manner that would result in you permanently losing access to Digital Payment Tokens stored in your Account we shall use reasonable endeavours to notify you at least 10 Business Days before taking such action, although make no guarantee in this respect. Where you fail to transfer your Digital Payment Tokens before such measures take effect you will forfeit ownership over them and will have no recourse to Fearless for any losses, expenses or liabilities incurred as a result.

7. Storage and Transfers of Deposit Payment Tokens

7.1 Any Digital Payment Tokens you deposit with us pursuant to using the Services will be stored in wallets owned and operated by Fearless. Your Digital Payment Tokens may be stored together with Digital Payment Tokens belonging to other Users and Fearless.

7.2 If you attempt to transfer Digital Payment Tokens to a wallet that does not support the Digital Payment Token you wish to transfer, or to any other wallet than as advised by Fearless, your Digital Payment Tokens may be lost forever. You will be solely responsible for any losses you incur as a result.

7.3 We will endeavour to process requests for withdrawal of your Digital Payment Tokens within five Business Days but make no guarantee with respect to being able to adhere to this timeline. We reserve the right to suspend or delay withdrawal where we deem reasonable to do so. A withdrawal request which does not comply with any withdrawal limit set for a User shall not be rejected.

8. Trading

8.1 To commence a trade you must place an Order. Once an Order has been placed, we will seek to match the Order with a corresponding buy or sell instruction, as applicable. We are under no obligation to ensure that that an Order is executed in a timely manner or at all and may reject or cancel your Order without prior notice or explanation. No contract shall be formed until an Order has successfully been executed and Digital Payment Tokens transferred to or from your Account, as applicable.

8.2 Where you do not have sufficient Funds to fulfil an Order we reserve the right to fulfil your Order to the extent that you have Funds to cover the Order and any associated trading fees. Where Fearless partially executes your Order the unfulfilled portion will be automatically cancelled.

8.3 It is your sole responsibility to ensure that all Orders are entered accurately and that no other party submits an Order through your Account. You are deemed to have knowledge of and you will take responsibility for all Orders placed on your Account. Fearless takes no responsibility for any losses incurred from Orders placed on your Account.

8.4 You authorise Fearless to transfer Funds to and from your Account, and deduct any applicable trading fees, in order to execute or partially execute an Order as Fearless in its sole discretion deems fit.

8.5 Fearless reserves the right to suspend trading at any time and for any duration. Trading may be suspended for specific Users or all Users, as Fearless in its absolute discretion deems fit. You agree that you will have no claim for any losses, damages or liabilities incurred as a result of any such suspension of trading.

9. Account Restriction, Suspension or Termination

9.1 Fearless reserves the right to restrict, suspend or terminate your Account without notice or explanation where, in its sole discretion, it deems it appropriate to do so. Any such restriction, suspension or termination of your Account is wholly without prejudice to any rights or remedies Fearless has at law and/or equity, under these Terms and Conditions or under any other applicable terms and conditions.

9.2 Any restriction, suspension or termination of your Account may result in the cancellation of Orders or the unwinding of any trades or positions adopted.

9.3 Where Fearless terminates your account, save where we are required or deem it necessary (in our sole discretion) to hold your Funds in order to comply with any applicable law, regulation, guideline or investigation by any government or regulatory authority, we will request that you withdraw your Funds immediately. Where you do not withdraw your Funds within 14 days of such a request you agree that such Funds will be permanently forfeited.

9.4 You agree to provide all information and/or documentation requested by Fearless with respect to any investigation carried out in connection with the potential or actual restriction, suspension or termination of your Account.

9.5 Where you do not log in to your account for 12 months your Account will be terminated by Fearless.

9.6 Fearless will not be liable for any losses, costs, expenses, loss of profits or liability incurred as a result of our termination, suspension or restriction of your Account.

10. Limitation of Liability

10.1 You agree to fully indemnify, hold harmless and defend the Indemnified Parties from all losses, liabilities, costs, expenses, claims, demands, actions, legal fees, penalties, fines and fees of whatsoever nature that may arise directly or indirectly from:

a. Your breach of any representation, warranty, undertaking or any other term of these Terms and Conditions, any rules or policies incorporated herein, or any other agreement entered into in connection with the Services;

b. Your breach or violation of any applicable rule, law or regulation; and

c. Any act, omission or negligence for which you are responsible.

10.2 You agree that, to the extent permissible by law, the Indemnified Parties will not be liable to you or anyone else for any losses, expenses, costs, fees or liabilities of whatsoever nature, including but not limited to all direct, indirect, special, punitive, incidental or exemplary losses or damages, loss of business, profits, revenue, use or goodwill, loss of data, whether in the prior contemplation of any of the Indemnified Parties or not, arising directly or indirectly from your use or access of the Services, or the use of your Account by any party, whether authorised or unauthorised.

10.3 Without prejudice to any of the foregoing, the aggregate liability of the Indemnified Parties to you or any other party for any claim, suit, demand, or other legal proceedings arising out of any action, event or series of related events, circumstances, acts or omissions shall, whether in contract, tort or otherwise, not exceed the amount of trading fees directly incurred by you directly in connection therewith.

10.4 You agree that damages are an adequate remedy for any losses or damages suffered by you in connection with your use or provision of the Services and you shall not be entitled to any other remedy at law or in equity, including but not limited to any injunctive or equitable relief, or any order which would restrain or impair the provision of the Services, business or profitability of Fearless or any of the Indemnified Parties.

10.5 Any claim against any of the Indemnified Parties arising under these Terms and Conditions or in connection with the Services shall be barred if not brought within six months of the cause of action arising.

11. Intellectual Property

11.1 We grant you a non-exclusive, limited, non-transferable and non-sublicensable license to use and access the Services for your personal or, in the case of Institutions, internal business, use only, and all times subject to these Terms and Conditions. No other license, whether express or implied, is granted to the User.

11.2 Fearless and/or its licensors, as applicable, retain all rights, title and interest in all Intellectual Property and any modifications or enhancements thereto made by any third party.

11.3 You are prohibited from doing anything that will infringe or violate any of our Intellectual Property rights including but not limited to redistributing, selling, copying, downloading, distributing, transmitting, reverse-engineering, disassembling any of the Intellectual Property, or using it any manner that exploits the Intellectual Property, whether for commercial gain or otherwise, or that is inconsistent with proper use of the Services as set out in these Terms and Conditions.

12. Rights of Third Parties

Unless expressly provided to the contrary in these Terms and Conditions, a person who is not a party to these Terms and Conditions shall have no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B (as may be amended or supplemented from time to time), or any similar legislation or rules that may apply, to enforce any term of these Terms and Conditions or derive any benefit thereunder.

13. Partial Invalidity

If, at any time, any provision of these Terms and Conditions, is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will be affected or impaired in any way.

14. Entire Agreement

These Terms and Conditions and any terms or policies incorporated herein constitute the entire agreement between the parties and supersede and extinguish all previous agreements, representations and understandings between them, whether written or oral, relating to its subject matter.

15. Law and Jurisdiction

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

15.2 The parties will seek to deal with any dispute arising under these Terms and Conditions amicably, failing which the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference herein. The seat of the arbitration shall be Singapore, the Tribunal shall consist of one arbitrator and the language of the arbitration shall be English.