TERMS OF USE

Updated as at June 1, 2022

1. INTRODUCTION

1.1. These Standard Terms and Conditions (“Terms of Use”) apply exclusively between any person accessing and using the Service (as defined below) (the “User”), and Hodlnaut Pte. Ltd. and its wholly owned subsidiary (collectively, "Hodlnaut Group", "we", or "us"), (each a “Party” and collectively, the “Parties”).

1.2. Our Services are provided through entities under the definition of “Hodlnaut Group” above, and the User’s sole and exclusive counterparty to these Terms of Use is as follows:

1.2.1. If the User resides in the Republic of Singapore: Hodlnaut Pte. Ltd., 16 Raffles Quay, #41-01 Hong Leong Building, Singapore 048581.

1.2.2. If the User resides in any other country not set forth in Clause 1.2.1 above: Hodlnaut Trading Limited, Unit 305-7, 3/F., Laford Centre, 838 Lai Chi Kok Road, Cheung Sha Wan, Kowloon, Hong Kong.

1.3. The Hodlnaut Group is in the business of providing Users with the following services (the “Service”):

1.3.1. The Hodlnaut Group provides each User with one (1) account (“Interest Account”) on the Platform and Users are able to deposit Bitcoins or other forms of digital currency or cryptocurrencies ("Digital Assets") with the Hodlnaut Group. Users may opt to leave their deposits on open terms to which they are able to withdraw at any time (“Open Term Deposit”) or place their deposits in a fixed deposit for a period of time to earn a more competitive interest rate (“Fixed Deposit”);

1.3.1.1. The Hodlnaut Group aggregates and lends such Digital Assets out to institutional borrowers (“Borrowers”) which will generate interest on the Digital Assets; and

1.3.1.2. The Hodlnaut Group will then collect such interest amounts from the Borrowers (in the form of Digital Assets) and return them to Users’ Interest Accounts after deducting applicable service fees.

1.3.2. Users are able to swap their deposited Digital Assets (“Token Swap”) between predetermined asset pairs supported on the Platform (as defined below). The Token Swap enables Users to buy and sell supported assets directly on the Platform;

The Hodlnaut Group reserves the right to vary the scope and provision of the Service and may suspend or terminate the Service or any part of the Service, at its discretion and without prior notice to the User.

1.4. The Hodlnaut Group provides the Service through its website at https://www.hodlnaut.com or any sub-domain such as app.hodlnaut.com or mobile application (collectively, the “Platform”).

1.5. This Terms of Use shall prevail notwithstanding any amendments by the User. Any amended terms submitted, proposed or stipulated by the User, regardless of whether the Hodlnaut Group has objected to them explicitly, are expressly waived and excluded.

1.6. The Hodlnaut Group reserves the right to amend, modify, delete, update, change or otherwise alter (each, a “Variation”) the Terms of Use at any time. The User is advised to check regularly for any updates, changes or modifications. As the Terms of Use will govern the access or use of the Service, the User should review the Terms of Use each time the User engages the Hodlnaut Group for use of the Service. By using the Service or accessing the Platform, the User is deemed to accept the Terms of Use.

2. DEFINITIONS AND INTERPRETATIONS

2.1. In the Terms of Use, unless the context otherwise requires, the following words or expressions shall have the following meanings respectively:

“Affiliate” means with respect to any person, any person directly or indirectly Controlling, Controlled by or under common Control with such person;

“AML Laws” means all laws applicable to the Parties prohibiting money laundering or attempts to conceal or disguise the identity or origin of, change the form of, move, transfer, transport, illegal proceeds, funds or property;

“Anti-Bribery Laws” means all laws applicable to the Parties prohibiting the bribery of government officials, kickbacks, inducements and other forms of commercial corruption or bribery;

“Applicable Laws” means all laws applicable to the Parties;

“Borrowers” shall have the meaning ascribed to it in Clause 1.3.1.1;

“Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday) in the Republic of Singapore;

“Content” shall have the meaning ascribed to it in Clause 24;

“Control” means the holding or possession of the beneficial interest in or the ability to exercise the voting rights applicable to shares or other securities in, any entity (whether directly or indirectly) which confers an aggregate on the holders thereof of more than 50% of the total voting rights exercisable at general meetings of that entity, and the terms “Controlling” and “Controlled” have correlated meanings;

“CTF Laws” means all counter-terrorist financing laws;

“Digital Assets” shall have the meaning ascribed to it in Clause 1.3.1;

"Encumbrance" means any mortgage, assignment, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect, or an agreement, arrangement or obligation to create any of the foregoing;

“Fixed Deposit” has the meaning ascribed to it in Clause 1.3.1;

“Force Majeure Event” means all causes, foreseen or unforeseen, that are beyond the reasonable control of the affected Party, including but not limited to (a) hacker attacks, or the invasion or outbreak of malware such that the computer system or any hardware or software associated with the running of the Platform is damaged or unable to perform or operate normally; (b) interruption, failure or disruption in electricity provision, internet connection, telephone or other communication system or electronic or mechanical equipment; (c) strikes, fire, flood or other acts of God; and (d) the regulations of any applicable or relevant international organisation or government authority;

“Hard Fork” shall have the meaning ascribed to it in Clause 19.1;

“Indemnified Parties” shall have the meaning ascribed to it in Clause 17;

“Indemnified Party” shall have the meaning ascribed to it in Clause 17;

“Interest Account” shall have the meaning ascribed to it in Clause 1.3.1;

“KYC Process” has the meaning ascribed to it in Clause 4.1;

“Losses” shall have the meaning ascribed to it in Clause 17;

“New Currency” shall have the meaning ascribed to it in Clause 19.1;

“Notice” shall have the meaning ascribed to it in Clause 27.1;

“OFAC” means the Office of Foreign Assets Control of the US Department of Treasury;

“Open Term Deposit” has the meaning ascribed to it in Clause 1.3.1;

“Permitted Purpose” shall have the meaning ascribed to it in Clause 23.1;

“Prohibited Use” has the meaning ascribed to it in Clause 7.14;

“Privacy Policy” means the privacy policy of the Hodlnaut Group as amended from time to time;

“Regulatory Approvals” has the meaning ascribed to it in Clause 15.2.8;

“Representatives” means, in relation to a Party hereto, its directors, officers, employees, advisers, agents, or other representatives;

“Sanctions” means the economic sanctions laws, regulations, embargoes, or restrictive measures administered by any Sanctions Authority including pursuant to the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 and Iran Sanctions Act or any equivalent sanctions or measures imposed by any Sanctions Authority.

“Sanctions Authority” means:

the OFAC or the US generally;
the United Kingdom, the European Union or any member state of the European Union;
the United Nations (including any of its related organizations);
the Ministry of Finance of Japan or Japan generally;
the Monetary Authority of Singapore or Singapore generally; or
any other authorities of jurisdictions applicable to the Parties;

“Sanctions Laws” means the laws relating to Sanctions or the Sanctions List;

“Sanctions List” means the Specially Designated Nationals and Blocked Person List maintained by OFAC, or any similar list maintained by or public announcement of Sanctions designation made by any of the Sanctions Authorities;

“Service” shall have the meaning ascribed to it in Clause 1.3;

“target of Sanctions” shall have the meaning ascribed to it in Clause 22.1.11;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest);

“Third-Party Data” shall have the meaning ascribed to it in Clause 23.3;

“Token Swap” shall have the meaning ascribed to it in Clause 1.3.2;

“Unsupported Currencies” shall have the meaning ascribed to it in Clause 19.1;

“User Account” shall have the meaning ascribed to it in Clause 4.1;

“User’s Reps and Warranties” shall have the meaning to ascribed to it in Clause 22.1;

“Variation” has the meaning ascribed to it in Clause 1.5; and

“Platform” has the meaning ascribed to it in Clause 1.4.

2.2. The words “hereof”, “herein”, “hereon”, and “hereunder”, and words of similar import, when used in the Terms of Use, shall refer to the Terms of Use as a whole and not to any particular provision of the Terms of Use.

2.3. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a specific gender shall include the other genders (male, female or neuter).

2.4. The headings in the Terms of Use are inserted for convenience only and shall not affect the construction of the Terms of Use.

2.5. Any thing or obligation to be done under the Terms of Use which requires or falls to be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation to be done falls on a day which is not a Business Day.

2.6. References to the Terms of Use include the Terms of Use as amended or supplemented in accordance with its terms. References to Clauses are to clauses of the Terms of Use.

3. PRIVACY POLICY

The User acknowledges and confirms that he has read, understood and agreed to the Privacy Policy (located at https://www.hodlnaut.com/privacy), which explains how the Hodlnaut Group treats the User’s personal information and protects the User’s privacy when the User is using the Platform. By using the Platform, the User agrees that the Hodlnaut Group may use his information as set forth in the Privacy Policy. The Privacy Policy is hereby incorporated in the Terms of Use by reference in its entirety.

4. SETTING UP AN ACCOUNT

4.1. In order to use the Service, the User will need to register for an account on the Platform (“User Account”). The Hodlnaut Group may require the User to provide information satisfactory to the Hodlnaut Group and relevant third-parties that the User is not in breach of or at risk of being in breach of AML Laws, Anti-Bribery Laws, Sanctions Laws, CTF Laws, and other Applicable Laws. Each registration is for a single User only and, subject to the discretion and operational requirements of the Hodlnaut Group, each User (including with respect to any User that is a business or legal entity) may only maintain one active Account with the Hodlnaut Group, which shall not be transferable to any other party. During the registration process, the User may need to submit information and documents in order to verify the User’s identity and for know-your-client checks of the Hodlnaut Group to prevent fraud, money laundering and financing of terrorism, fraud or any other financial crime (“KYC Process”). The Hodlnaut Group may engage the assistance of third-party service providers for the KYC Process and the User irrevocably grants the Hodlnaut Group the right to share such information with the third-party service providers concerned. The User is required to promptly provide whatever information requested and necessary to satisfy such due diligence requirements.

4.2. The Hodlnaut Group shall also regularly monitor and assess activities that may constitute a potential breach of AML Laws, CTF Laws, Sanctions Laws, Anti-Bribery Laws, and other Applicable Laws. Notwithstanding the KYC Process, the User is required to provide further information and documents or conduct any activities as requested by the Hodlnaut Group or any of its nominated third-parties pursuant to this Clause on an ongoing basis.

4.3. The Hodlnaut Group may, in its sole discretion, refuse to set up the User Account, terminate or suspend the User Account and the User’s access to the Platform, or limit the number of User Accounts the User may hold. The User’s access to the Service and the limits that may apply may be adjusted as a result of the information collected from the User.

4.4. By setting up the User Account, the User consents to the collection, use and disclosure of personal data and other information submitted to the Hodlnaut Group by the Hodlnaut Group, its Affiliates, and its third-party service providers for such purposes. More details relating to the treatment of the User’s personal data is set out in the Privacy Policy.

5. DISCLOSURE OF INFORMATION

5.1. The User represents, warrants and undertakes that all information provided by the User to the Hodlnaut Group at any relevant time is true, complete, accurate, current and not misleading in any material respect.

5.2. The User undertakes to maintain and update all such information to keep it true, complete, accurate, current and not misleading in any material respect. The User undertakes to immediately inform the Hodlnaut Group of any relevant change in the information which has been provided to the Hodlnaut Group in the course of the Hodlnaut Group providing the Service.

5.3. The User irrevocably undertakes to provide to the Hodlnaut Group, promptly upon demand, any information and/or documentation as the Hodlnaut Group may request from time to time. The User hereby expressly and irrevocably permits and authorises the Hodlnaut Group and its employees and/or any other persons authorised by the Hodlnaut Group to provide any information and copies of any document provided by the User as may be required pursuant to any KYC Process.

5.4. The User shall comply with such identification, customer due diligence and other anti-money laundering requirements that the Hodlnaut Group may require from time to time.

6. ACCOUNT SECURITY

6.1. The User shall be fully responsible for all activities that occur under the relevant User Account(s) he is using including all information submitted to the Hodlnaut Group, whether publicly posted on the Platform or privately transmitted.

6.2. The User shall (a) immediately notify the Hodlnaut Group of any unauthorised use of the User’s password or any other breach of security of his User Account(s), and (b) to ensure prompt exit from the relevant User Account at the end of each session. The Hodlnaut Group shall not be liable for any loss or damage arising from failure to comply with this Clause 6.

7. ACCEPTABLE USE OF THE PLATFORM

7.1. The User is responsible for obtaining the data network access necessary to use the Platform. The User’s network’s data and rates and fees may apply if the User accesses or uses the Platform from a wireless-enabled device and the User shall be responsible for such rates and fees.

7.2. The User is responsible for acquiring and updating compatible hardware or device necessary to access and use the Platform and any updates thereto. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

7.3. The User shall not upload any images, graphics, photographs, videos or content that is deemed unlawful, offensive, malicious, threatening, libellous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property.

7.4. The User is responsible for keeping the password to his User Account(s) secure.

7.5. The User shall not abuse, harass, threaten, impersonate or intimidate other users of the Platform.

7.6. The User shall not use the Platform for any illegal or unauthorized purpose.

7.7. The User is solely responsible for his conduct and any Content that he submits, posts, and displays on the Platform.

7.8. The User shall not modify, adapt or hack the Platform or modify another website so as to falsely imply that it is associated with the Platform.

7.9. The User shall not crawl, scrape, or otherwise cache any content from the Platform including but not limited to user profiles, images, graphics and photographs. The User agrees not to use any automated data collection methods, data mining, robots, or scraping or any data gathering methods of any kind on the Platform.

7.10. The User shall not create or submit unwanted comments or content to any users of the Platform.

7.11. The User shall not transmit any malware, worms or viruses or any code of a destructive nature.

7.12. The User shall not, in the use of the Platform, violate any Applicable Laws in his jurisdiction (including but not limited to copyright laws or labour laws).

7.13. The User shall not use the Platform or any of its contents to advertise or solicit, for any other commercial, social, political or religious purpose, or to compete, directly or indirectly with the Hodlnaut Group.

7.14. If the Hodlnaut Group determines that the User has engaged in any use of the Platform in breach of this Clause 7 (each a “Prohibited Use”), the Hodlnaut Group may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any government, law enforcement, or other authorities, without providing any notice to the User about any such report; or suspending or terminating the User’s access to the Service. The Hodlnaut Group may, at its sole and absolute discretion, take any action it deems appropriate to comply with Applicable Laws or the laws of any other jurisdiction. In addition, should the User’s actions or inaction result in the imposition of economic costs to the Hodlnaut Group, the User shall pay an amount to the Hodlnaut Group so as to render the Hodlnaut Group whole, including without limitation, the amount of taxes or penalties that might be imposed on the Hodlnaut Group.

7.15. The User shall ensure that the User Account is not shared or created for use by another party other than the User itself.

7.16. The User shall ensure that all transactions enacted by the User on and/or through the use of the Platform are not from the following known addresses:

Mixers or tumblers (that provide a mixing service to obscure the source of funds),
Peer-to-peer and other high-risk exchanges that do not perform stringent KYC,
Gambling sites, and
Darknet marketplace.

The Hodlnaut Group reserves the right to decline, block, suspend or perform any other appropriate sanction on the incoming or outgoing assets associated with the account of the User.

8. AVAILABILITY

8.1. The Platform and/or Service is not intended for use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. By offering the Platform and Service, no distribution or solicitation is made by the Hodlnaut Group to any person to use the Platform and Service, in jurisdictions where the provision of the Platform or Service, is prohibited by law.

8.2. The User may use the Platform only for the purpose of accessing the Service. The User is strictly prohibited from, and agree that the User will not, adapt, edit, change, modify, transform, publish, republish, distribute, or redistribute the Platform or the material on the Platform (in any form or media) without the Hodlnaut Group’s prior written consent, save for any Content produced by the User.

9. RIGHTS OF THE HODLNAUT GROUP

9.1. The Hodlnaut Group reserves the right at any time and from time to time, in its sole discretion, to modify or discontinue, temporarily or permanently, the Service (or any part thereof, including the transmission of any related materials or documentation), the terms and conditions of each of the Hodlnaut Group’s marketing campaigns, promotions and/or any referral programs with or without notice. The Hodlnaut Group further reserves the right at any time and from time to time, in its sole discretion, to change or terminate without notice any content or features contained on the Platform. The Hodlnaut Group shall not be liable to the User or to any third-party for any modification, suspension, or discontinuance of the Service, content, or features provided on the Platform.

9.2. The Hodlnaut Group reserves the right to refuse to process or to cancel any pending transaction conducted pursuant to the Service at its sole discretion or as required by law or in response to a court order or other binding government order or to enforce transaction limits. The Hodlnaut Group cannot reverse a transaction that has been broadcast to the digital currency network. The Service are available only in connection with the Digital Assets which the Hodlnaut Group, in its sole discretion, decides to support from time to time.

9.3. The systems used by the Hodlnaut Group for the Service and the Platform may encounter technical limitations or other limitations, and computer and communications hardware systems might experience interruptions. The Hodlnaut Group may continually enhance and improve these systems in order to accommodate the level of use of the Platform. Furthermore, the Hodlnaut Group may add additional features and functionality to its Service and/or the Platform that might result in the need to develop or license additional technologies. Increased utilisation of the Service or the Platform or increased transaction volume through its processing systems or providing new features or functionality may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, and delays in reporting accurate financial information. The Hodlnaut Group shall in no circumstances be liable for any loss in respect thereto.

9.4. It may, in certain circumstances, be necessary for the Hodlnaut Group to retrieve certain information from offline storage in order to execute a transaction pursuant to the Service. The User acknowledges and agrees that a transaction facilitated by the Hodlnaut Group may be delayed.

9.5. The Hodlnaut Group reserves the right to impose transaction limits upon the User at its sole discretion in accordance with the terms of the Terms of Use.

9.6. The Hodlnaut Group reserves the right to levy service fees or transaction fees in connection with the use of the Service, including fees for the withdrawal of Digital Assets from User Account(s) or the maintenance of User Account(s). Such service fees or transaction fees may be adjusted from time to time and the details of any such service fees or transaction fees shall be notified to the User through the Platform.

10. INTEREST ACCOUNTS

10.1. The Hodlnaut Group provides Interest Accounts to all users on its Platform. The User may opt to leave his deposited Digital Assets on open term or fixed term.

10.1.1. Should the User opt to place his Digital Assets in a Fixed Deposit for an agreed period of time, the User acknowledges and accepts that this Fixed Deposit shall not be terminated prematurely and/or he shall not be entitled to withdraw his Digital Assets before maturity. The User understands and accepts that in opting to place his Digital Assets in a Fixed Deposit, his Digital Assets are subject to the interest rate in which he had agreed to lock his Digital Assets into only and shall not be subject to the interest rates earned on Open Term. The User shall not have access to his Digital Assets and shall not be entitled to transact with or utilise his Digital Assets placed in Fixed Deposit while the Fixed Deposit is active.

11. TOKEN SWAP

11.1. The User may utilise Token Swap to buy and sell between Digital Assets supported by the Hodlnaut Group. The User acknowledges that in choosing to execute a transaction on the quoted price (or quoted approximate price should the User select “market order”, whichever applicable) exhibited on the Platform, the User has agreed to and accepted the price at which the transaction would be executed at. Should the User opt to utilise the “market order” feature on Token Swap, the User acknowledges and accepts that the price quoted is only an approximation of the price that the transaction will be executed at. The User acknowledges and accepts the risk of executing the transaction at a less favourable rate. The User understands and acknowledges that all transactions executed on Token Swap are final and shall not be subject to any reversal or refund.

11.2. The Hodlnaut Group has provided a “market order” feature which instantly fills a swap order placed by the User. The User understands and acknowledges that in selecting “market order”, the price exhibited on the Platform is only an estimation of the price in which the transaction will be executed at. Should The User decide to utilise the “market order” feature, the User understands and agrees to bear the risk in which the transaction executes at a price less favourable to the User.

11.3. During extreme market volatility, transactions executed by the User on Token Swap may occasionally fail as the Hodlnaut Group is unable to fulfil the order. Hodlnaut Group reserves the absolute and final right to halt Token Swap should it be unable to fulfil transactions.

12. WITHDRAWALS

12.1. The User may make a complete or partial withdrawal of Digital Assets from his User Account at any time, save for instances where the User has placed his Digital Assets in Fixed Deposit in which case the Digital Assets would not be entitled to withdrawal. The Hodlnaut Group initiates the withdrawal process immediately following a withdrawal request when possible and will typically require up to twenty-four (24) hours after such withdrawal request to process the withdrawal. However, there may be instances where the withdrawal process takes a longer time such as up to seven (7) days after a withdrawal request.

12.2. For every withdrawal request, the User will be required to provide the details of the wallet to which the User wishes to transfer his Digital Assets. In the event that the details provided by the User are inaccurate, incomplete or misleading, the User's Digital Assets may be permanently lost. The Hodlnaut Group shall not be liable for any loss that results from inaccurate, incomplete or misleading details that the User may provide for such transfer. If the transfer address specified by the User is one to which the Hodlnaut Group is unable to process transfers to, the Hodlnaut Group shall have no liability for any resulting failure or delay in processing a requested withdrawal.

12.3. The Hodlnaut Group and its third-party partners may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties which could result in the immediate halt or suspension of deposits and/or withdrawals either temporarily or permanently. The Hodlnaut Group shall not be responsible or liable for any loss or damage of any sort incurred by the User as a result of such cyber-attacks, operational or technical difficulties or suspensions of deposits or withdrawals. Withdrawal limits based on amounts and/or frequency may apply from time to time and if applicable, will be made known to the User through his User Account.

12.4. Every withdrawal request shall be deemed pending until accepted by the Hodlnaut Group. The Hodlnaut Group may refuse to accept such request, or delay the processing of an approved request for any reasonable reason, including but not limited to insufficient Digital Assets in a User Account, inaccurate or misleading information provided by the User, or any doubt or suspicion of money laundering or other financial crime related to the User Account.

13. INTEREST

13.1. Digital Assets deposited with the Hodlnaut Group are entitled to interest.

13.2. Interest rate on the Digital Assets in a User Account is variable at the sole and absolute discretion of the Hodlnaut Group and variations in such interest rate may be announced from time to time. Interest will be payable in arrears and added to a User Account at or around every Monday of each week. The User acknowledges that interest rates may not be equivalent to benchmark interest rates observed in the market for bank deposit accounts or any other purpose.

13.3. Interest is gained based on a daily periodic rate to the Digital Assets in the User Account. The daily periodic rate is calculated by dividing the applicable interest rate as announced by the Hodlnaut Group from time to time by three hundred and sixty-five (365) days.

13.3.1. In the case of an Open Term Deposit, interest shall accrue only on the Monday of each week. The Hodlnaut Group shall credit the User Account with the interest earned on or around the Monday of each week. The User Account must be open on such date in order for the User to receive the applicable interest payment. All interest will be paid in-kind (in the same Digital Asset that is available in the User Account) unless the User opts to earn interest in another Digital Asset. To make such interest payments as accurately as possible, the Hodlnaut Group rounds non-integer, rational numbers to the sub-cent, which is the smallest possible decimal available for the applicable Digital Asset.

13.3.1.1. For the avoidance of doubt, if a User submits a withdrawal request, such amounts of Digital Assets requested to be withdrawn will not be entitled to interest from the point of such request being submitted, notwithstanding that the withdrawal process may not have been completed yet.

13.3.2. In the case of a Fixed Deposit, the principal and interest accrued shall be credited to the User Account upon maturity of the Fixed Deposit.

14. TAXES

14.1. It is the User’s sole responsibility to determine whether, and to what extent, any Taxes apply to any transaction the User conducts by utilising the Service, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate authorities.

14.2. If the User or any other person (whether or not a party to, or on behalf of a party to, the Terms of Use) must, as required by the Applicable Laws, at any time deduct or withhold any Tax or other amount from any sum paid or payable by, or received or receivable from, the User under the Terms of Use, the User shall pay such additional amount as is necessary to ensure that the Hodlnaut Group receives the sum on the due date and retains (free from any liability other than tax on its own overall net income) a net sum equal to what it would have received and so retained had no such deduction or withholding been required or made.

14.3. The User shall (a) pay and, (b) within three (3) Business Days of demand, indemnify the Hodlnaut Group against any cost, loss or liability that the Hodlnaut Group (in its absolute discretion) determines has been suffered (directly or indirectly) by the Hodlnaut Group for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under the Terms of Use.

15. RISKS DISCLOSURE

15.1. By using the Service, the User expressly acknowledges and assumes the risks set out in this Clause 15. If any of these risks and uncertainties develop into actual events, the ability of the Hodlnaut Group to provide the Service may be adversely or materially affected and/or the User may lose all or part of the value of the Digital Assets stored in the relevant User Account(s).

15.2. Such risks include but are not limited to the following:

15.2.1. Risk of loss in value: Bitcoins and other cryptocurrencies which may be part of the Digital Assets are not currencies issued by any central bank or national, supra-national or quasi-national organisation. The Digital Assets may also not be backed by any hard assets or other credit. The value of Digital Assets merely depends on the continued willingness of market participants to exchange government-issued currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear. No one is obliged to guarantee the liquidity or market price of any of the Digital Assets that may be deposited by Users in their User Account(s) to any extent at any time. The volatility and unpredictability of the price of Digital Assets relative to government-issued currency may result in significant loss over a short period of time.

15.2.2. The Hodlnaut Group and its Affiliates may experience system failures, unplanned interruptions in their network or services, hardware or software defects, security breaches or other causes that could adversely affect the Service

15.2.3. The Hodlnaut Group and its Affiliates are unable to anticipate or detect when there would be occurrences of hacks, cyber-attacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), distributed denials of service or errors, vulnerabilities or defects on the Platform, the User’s Digital Assets stored in his User Account(s) on the Platform or any technology on which the Hodlnaut Group, its Affiliates, or the Platform rely. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Hodlnaut Group and its Affiliates may not be able to detect such issues in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.

15.2.4. Although the Hodlnaut Group and its Affiliates take steps against malicious attacks on their applications or infrastructure, which are critical for the maintenance of the Platform and the provision of the Service, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of such security measures will be effective. The Hodlnaut Group does not provide any assurances or make any representations whatsoever as to the usability, stability and security of the Platform and the User’s Digital Assets stored in his User Account(s).

15.2.5. The regulatory regime governing Digital Assets remains uncertain, and any changes, regulations or policies may materially adversely affect the Hodlnaut Group’s provision of the Service or the value of the Digital Assets

15.2.6. Regulation of the use, transfer and exchange of Digital Assets is currently undeveloped or underdeveloped and likely to rapidly evolve. Such regulation also varies significantly among jurisdictions, and is hence subject to significant uncertainty. Various legislative and executive bodies in countries around the world may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the provision of the Service by the Hodlnaut Group. Failure by the Hodlnaut Group and its Affiliates or the Users to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences against the User, including civil penalties and fines. The Hodlnaut Group shall not be responsible to the User for such consequences.

15.2.7. New or changing laws and regulations or interpretations of existing laws and regulations may materially and adversely impact the value of the Digital Assets, the liquidity of the Digital Assets, and the ability of Users to access the Platform and Service.

15.2.8. To the extent that the Hodlnaut Group and its Affiliates may be required to obtain licences, permits and/or approvals (collectively, the “Regulatory Approvals”) in any jurisdiction to offer the Service, but are unable to obtain such Regulatory Approvals or if such Regulatory Approvals are not renewed or revoked for whatever reason by the relevant authorities, the Users in such jurisdiction will be unable to access the Service.

15.2.9. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting the use, transfer and exchange of Digital Assets. Should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, provision of the Service may no longer be commercially viable in the relevant jurisdiction and the Hodlnaut Group and its Affiliates may opt to discontinue offering the Service to Users in such jurisdiction.

15.2.10. Digital Assets and their related technology remain relatively new and dynamic. In addition to the risks highlighted herein, there are other risks associated with dealing in Digital Assets on the Platform, including those that the Hodlnaut Group cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed herein.

16. CONSENT TO THE HODLNAUT GROUP’S USE OF USER’S DIGITAL ASSETS

In consideration for the use of the Service, the User hereby grants the Hodlnaut Group the right, subject to Applicable Laws, without further notice to the User, to hold the Digital Assets held in the relevant User Account in the Hodlnaut Group’s name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Digital Assets, separately or together with other property, with all attendant rights of ownership, and for any period of time and without retaining in the Hodlnaut Group’s possession and/or control a like amount of Digital Assets, and to use or invest such Digital Assets at its own risk. The User acknowledges that, with respect to Digital Assets used by the Hodlnaut Group pursuant to this Clause, (a) the User may not be able to exercise certain rights of ownership and (b) the Hodlnaut Group may receive compensation in connection with lending or otherwise using Digital Assets in its business to which the User will have no entitlement.

17. INDEMNITY

The User irrevocably undertakes to fully indemnify and hold harmless each of the Hodlnaut Group, its shareholders, officers, directors, employees and agents and their respective successors, heirs and assigns (collectively, the “Indemnified Parties” and each an “Indemnified Party”) promptly upon demand at any time and from time to time, from and against any and all losses, claims, actions, proceedings, damages, demands, judgments, sums payable, liabilities, damages, costs, charges and expenses (including reasonable attorneys’ fees and disbursements), and/or expenses (collectively, “Losses”) to which any Indemnified Party may become subject, insofar as such Losses arise out of, or in any way relate to, or result from:

the information provided by the User;
the breach of any of the User’s obligations, undertakings, representations and warranties, the provisions of the Terms of Use, or the provisions of any agreements entered into by the User or its Affiliates in relation to the Service; or
any breach or non-compliance of the User with any Applicable Laws, along with any regulations or notices.

18. EXCLUSION OF LIABILITY

The Hodlnaut Group (to the fullest extent permitted by law) shall not in any circumstances be liable for any loss or damage including any direct, indirect, special, consequential, punitive, incidental loss or damage (whether arising in tort, contract or otherwise) incurred by the User, its shareholders, officers, directors, employees and agents, arising out of or in relation to or in connection with the Terms of Use including but not limited to:

the provision of the Service by the Hodlnaut Group to the User, including any investment losses incurred by the User pursuant to its use of the Service;
the use or accuracy of the Platform;
any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
lost or damaged data;
damage to or interruption of any local area networks;
the introduction of viruses, worms or other destructive programs or any other commercial or economic losses;
any decision made or action taken by any party in reliance on the Service (or its results or the Platform contents);
any delay, failure interruption or corruption of any data or other information transmitted in connection with use of the Service; and
any inaccuracies, errors or omissions in connection with the Service and any Platform content.

19. HARD FORKS

19.1. Any blockchain may undergo software updates from time to time, which will result in a permanent divergence in the blockchain (a “Hard Fork”). The result is that such blockchain will split into two separate and distinct blockchains, and any Digital Asset on that original blockchain may entitle its holders to a new type of Digital Asset (the “New Currency”). Due to the administrative complexity of being the repository for a hard-forked Digital Asset, the support of any New Currency in a User Account is solely at the discretion of the Hodlnaut Group. Unless otherwise announced in writing by the Hodlnaut Group, the Hodlnaut Group will not support any New Currencies (“Unsupported Currencies”), in which case all User Accounts will be denominated in the legacy Digital Asset and all interest will accrue in the legacy Digital Asset. The User agrees that the Hodlnaut Group assumes no responsibility whatsoever in respect to that Unsupported Currencies and the User will not be able to recover the Unsupported Currencies from the Hodlnaut Group.

19.2. In the event that a Hard Fork achieves the required consensus, the Hodlnaut Group may at its discretion support the New Currency and discontinue its support of the legacy Digital Asset. In such event, the User is advised to withdraw the applicable Digital Assets from his User Account(s) prior to the date of the Hard Fork. The Hodlnaut Group is not obligated in any way to monitor or maintain balances of New Currency issued to holders of the applicable Digital Assets upon a Hard Fork, or to credit Users for the value of such New Currency. In the event a User wishes to receive New Currency issued upon a Hard Fork, the User is advised to withdraw the applicable Digital Assets from his User Account(s) prior to the date of the Hard Fork. All determinations regarding Hard Forks shall be made by the Hodlnaut Group in its sole and absolute discretion and in accordance with Applicable Laws.

20. LINKS

The Platform may contain links to web sites controlled or offered by third-parties (i.e. parties not Affiliates to the Hodlnaut Group). The Hodlnaut Group and its Affiliates hereby disclaim liability for, any information, materials, products or services uploaded, posted or offered at any of the third-party web sites linked to the Platform. By creating a link to a third-party web site, the Hodlnaut Group and its Affiliates do not endorse or recommend any products or services offered or information contained at those web sites, nor shall the Hodlnaut Group and its Affiliates be liable for any failure of products or services offered or advertised at those web sites. Such third-party may have a privacy policy different from that of the Hodlnaut Group or its Affiliates, and the third-party web site may provide less security than the Platform.

21. NO ADVICE

The Hodlnaut Group and its Affiliates do not provide any advice on investing in Digital Assets, securities, funds, partnership interests or other investments or funding or purchasing loans. No information on the Platform and/or through any communication made by the Hodlnaut Group on its various communication channels, including but not limited to social media platforms, articles published on its blog, customer support provided on its live chat feature, should be considered to be business, legal, financial or tax advice regarding the use of the Service. The Hodlnaut Group does not make any offers, recommendations, or invitations for users to deal in Digital Assets or use any Services, and does not take into account its users’ personal circumstances, financial situation, needs or goals. Before making any financial decision, users should carefully assess their financial situation and capacity, and only use funds that they can afford to lose. Users should consult their own legal, financial, tax or other professional advisors before using the Service.

22. REPRESENTATIONS AND WARRANTIES

22.1. The User makes the following representations and warranties to the Hodlnaut Group:

22.1.1. the person completing the application to register the User for a User Account is duly authorised by the User to do all things in connection to the use of the Platform;

22.1.2. any factual information provided by the User for the purposes of the accessing and using the Service or otherwise is true, complete, accurate, not misleading in any material respect, and does not omit any material fact, the omission of which would make any fact or statement therein misleading as at the date it was provided or deemed to have been provided or as at the date (if any) at which it is stated;

22.1.3. the User is at least eighteen (18) years old (or has otherwise attained the age of majority in the User’s jurisdiction), has full capacity to enter into such contracts (including entering into the transactions on the Platform), and the Terms of Use is valid and enforceable against the User;

22.1.4. the User understands the risks associated with using the Platform and Service and is not prohibited by Applicable Laws from using the Service;

22.1.5. that any instructions received or undertaken through the User’s login credentials or from the User’s authorised e-mail address on file with the Hodlnaut Group are deemed to be valid, binding, and conclusive, and that the Hodlnaut Group may act upon those instructions without any liability or responsibility attaching to it;

22.1.6. the User will not use the Platform or Service in order to conceal or disguise the origin or nature of proceeds that are illegal or may result in or further any breach of Applicable Laws, including AML Laws or CTF Laws, or to deal in any unlawful cryptocurrencies, property, funds, or proceeds;

22.1.7. the User will not access the Service using anything other than Digital Assets or other property that has been legally obtained by the User and belongs to the User;

22.1.8. that the User is, at its own cost and expense, currently in compliance with all Applicable Laws that relate to or affect the Service conducted under the Terms of Use, including but not limited to AML Laws, CTF Laws, Anti-Bribery Laws, Sanctions Laws, or Tax laws;

22.1.9. that the User consents to any and all Tax and information reporting under AML Laws, CTF Laws, Anti-Bribery Laws, Sanctions Laws, or Tax laws, as the Hodlnaut Group may reasonably determine;

22.1.10. that neither the User nor any of the User’s Affiliates has directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including any cryptocurrencies, to a government official or individual employed by another entity in the private sector in violation of any applicable Anti-Bribery Laws;

22.1.11. neither the User, or, in the event that the User is an entity under the definition of “Hodlnaut Group”, any of its Affiliates, or to its knowledge, joint ventures or any director, officer, agent, employee or any other person acting on any of its behalf,

is currently:
subject to any Sanctions or listed on or owned or controlled by a person listed on, or acting on behalf of a person listed on any Sanctions List;
located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by or acting on behalf of a person located in or organised under the laws of a country or territory that is the target of country wide or territory wide Sanctions, including but not limited to Iran, North Korea, Sudan, South Sudan, Syria, Cuba; or
otherwise a target of Sanctions (where a “target of Sanctions” signifies a person with whom a US person or other citizen or national of a sanctions authority would be prohibited or restricted by law from engaging in trade, business or other activities); has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to sanctions by any Sanctions Authority; or is acting directly or indirectly on behalf of any person listed on any Sanctions List, and none of it or, in the event that the User is an entity under the definition of “Hodlnaut Group”, any of its Affiliates will directly or indirectly use any monies received by the User or any part thereof, or lend contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other persons or entity for the purpose of financing the activities of any person currently the subject of any Sanctions;

22.1.12. the User will fairly and promptly report all income associated with the User’s activity on the Platform in relation to the Service pursuant to Applicable Laws and pay any Tax due thereon;

22.1.13. the User has:

complied in all material respects with all Tax laws in all jurisdictions in which it is subject to Tax and has filed all Tax returns and paid all Tax and other statutory payments due and payable by it and, to the extent any Tax is not due, has established reserves that are adequate for the payment of such Tax and such payments;
no criminal proceedings instituted against the User; and
complied with all Applicable Laws including applicable AML Laws, CTF Laws, Anti-Bribery Laws, Sanctions Laws, employment laws, rules authorisations issued by the government or governmental authorities where its business are being operated and the personnel of the User are located and has taken all required permissions for the operation of its business.

22.1.14. in the event that the User is an entity under the definition of “Hodlnaut Group”, it is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation, with full power and authority to own its assets and properties, and to conduct its business, either directly or through its subsidiaries or associates, as currently conducted;

22.1.15. it has obtained all necessary corporate approvals (if required) and other actions to authorise the execution, delivery and performance of the Terms of Use and all such other documents and instruments as are specified or referred to in the Terms of Use (if any); and

22.1.16. its acceptance of the Terms of Use, its performance of its obligations and all transactions contemplated hereunder shall not:

result in a breach of its constitutional documents or equivalent constitutional documents (if applicable);
result in an infringement, or constitute a default under, any directive, instrument, contract, document or agreement to which it is a party or by which it is bound; and
result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body.

(collectively, the “User’s Reps and Warranties”)

22.2. Each of the User’s Reps and Warranties shall survive and continue to have full force and effect after the execution of the Terms of Use, and the User warrants to the Hodlnaut Group that the User’s Reps and Warranties shall be true and correct and fully observed at all times with reference to the facts and circumstances existing at all such times.

22.3. The Hodlnaut Group makes no representations, warranties, or guarantees to the User of any kind. The Platform and the Service are offered strictly on an as-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose.

23. CONFIDENTIALITY

23.1. Subject to the Privacy Policy, the User hereby expressly and irrevocably permits and authorises the Hodlnaut Group and its employees and/or any other persons authorised by the Hodlnaut Group to disclose all information provided by the User to the Hodlnaut Group under the Terms of Use for any purposes as deemed fit by the Hodlnaut Group under the Terms of Use (the “Permitted Purpose”), save for those information which the User expressly instructs in writing to be treated as confidential and has been clearly marked by the User as “confidential”.

23.2. The confidentiality obligation under Clause 23.1 shall not apply to:

23.2.1. any information which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of the Hodlnaut Group or any of their respective Representatives;

23.2.2. any information which is required to be disclosed pursuant to any Applicable Laws or any requirement of any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council);

23.2.3. any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal; and

23.2.4. any information disclosed by the Hodlnaut Group to their respective bankers, financial advisers, consultants and legal or other advisers for the purpose of the Terms of Use.

23.3. The User hereby acknowledges and agrees that the information (including personal data) of third-parties (the “Third-Party Data”) may be disclosed by the User to the Hodlnaut Group from time to time for the Permitted Purpose. Accordingly, the User agrees and undertakes to the Hodlnaut Group that all necessary consents from the relevant individuals to whom such information/ personal data relates either have been obtained, or at the time of disclosure will have been obtained, for the disclosure of their information/personal data to the Hodlnaut Group, for the Hodlnaut Group’s collection, use and/or disclosure for the Permitted Purpose and that such consents have not been withdrawn.

23.4. The obligations contained in this Clause 23 shall endure, even after the release of any Parties or termination of the Terms of Use in accordance with and as permitted by the provisions of the Terms of Use, without limit in point of time except and until any confidential information enters the public domain.

24. LIMITED LICENSE

The User is granted a limited, non-transferable license, subject to the Terms of Use, to use the Platform and related content, materials and information (collectively, the “Content”) solely for approved purposes as permitted by the Hodlnaut Group from time to time. Any other use of the Platform, Service or Content is expressly prohibited and all other right, title and interest in the Platform or Service is exclusively the property of the Hodlnaut Group. The User agrees that it will not copy, transmit, distribute, sell license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. The name “Hodlnaut” and all logos, trade name, work marks, or design related to the Service or displayed on the Platform are either trade marks or registered marks of the Hodlnaut Group or its Affiliate(s). The User shall not copy, imitate or use such logos or marks without the prior written consent of the Hodlnaut Group.

25. FURTHER ASSURANCE

Each Party agrees from time to time to perform any further acts and execute and deliver any further documents and instruments and do or refrain from doing all such further acts and things as may from time to time reasonably be requested by the other Parties to carry out effectively or better evidence or perfect the true spirit, intent, meaning and purpose of the Terms of Use.

26. NO PARTNERSHIP OR AGENCY

Nothing in the Terms of Use is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties or constitute any Party the agent of another Party.

27. NOTICES

27.1. Any notice or other communication in connection with the Terms of Use (each, a “Notice”) shall be: (a) in writing; and (b) delivered by hand, electronic mail or registered post. All Notices shall be delivered to the Party’s address, and each Party may designate by notice in writing to the other a new address to which Notices shall be given.

27.2. A Notice shall be effective upon receipt and shall be deemed to have been received: if delivered by hand or registered post, at the time of delivery; or if delivered by e-mail, at the time that it is received in recipient’s inbox.

28. FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION

28.1. Contact Hodlnaut. If the User has any feedback, questions, or complaints, the User may get in touch with the Hodlnaut Group via the “Contact” webpage, which is accessible through https://www.hodlnaut.com/contact. The User agrees to provide the Hodlnaut Group with the User’s name, email address, and any other information that may be needed in order to identify the User, the User Account, and the relevant transaction(s) that the User has feedback, questions, or complaints about.

28.2. Complaints. If the User has a disagreement or dispute with the Hodlnaut Group arising out of or in connection with this Terms of Use (including any question regarding its existence, validity or termination) or the provision of Service or the Platform, the User agrees to contact the Hodlnaut Group’s support team by writing an email to support@hodlnaut.com in the first instance to attempt to resolve such dispute. The User agrees to provide all relevant information including, but not limited to, the User’s name, email address, and any other information that may be requested and/or required for the support team to understand the User’s disagreement or dispute. If the Hodlnaut Group is unable to resolve the disagreement or dispute through the support team, the Parties agree to use the complaints process set out in this Clause 28.2. The User agrees to pursue this complaints process before commencing any action as set out in Clause 28.5. If the User does not follow the procedures set out in this Clause 28.2 before pursuing action under Clause 28.5, the Hodlnaut Group reserves the right to refuse to participate in any mediation and/or arbitration that the User has commenced and/or to file an application to the relevant court/authority to dismiss such action/application brought forth by the User unless and until the User pursues the complaints process set out in this Clause 28.2.

28.2.1. In the event where a complaint, dispute, or disagreement (the “Complaint”) has not been resolved through the User’s contact with the support team via email correspondence, the User shall request for the complaint form from the support team, and use the complaint form to describe the cause of the Complaint, including details on how the User would like the Hodlnaut Group to resolve the Complaint and any other information in which the User believes to be relevant. The User shall send the completed complaint form to the support team. The Hodlnaut Group will acknowledge receipt of the complaint form within three (3) business days after it has been completed and lodged by the User. A customer complaints officer (an “Officer”) shall consider the Complaint, without prejudice based on the information the User has provided, and any information provided by the Hodlnaut Group.

28.2.2. Within fifteen (15) business days of the Hodlnaut Group’s receipt of the complaint form, the Officer shall commence an investigation into the Complaint and endeavour to address all points raised in the Complaint by sending the User an email in which the Officer will: (i) offer to resolve the Complaint in the way the User requested; (ii) make a determination rejecting the Complaint and set out the reasons for the rejection; or (iii) offer to resolve the Complaint with an alternative solution. Where the Officer is unable to respond to the Complaint within fifteen (15) business days for any reason, the Officer will (unless prohibited by Applicable Laws) send the User a holding reply indicating the reasons for a delay in answering the Complaint and specifying a deadline by which the Officer will respond to the Complaint. This deadline shall not be more than 60 business days from the Hodlnaut Group’s receipt of the complaint form. Notwithstanding the above, the Officer shall be at liberty to request the User for any additional information which the Officer may require in order to address the Complaint adequately.

28.2.3. Any offer of resolution made to the User will only become binding on the Hodlnaut Group if accepted by the User. An offer of resolution shall not constitute any admission by the Hodlnaut Group of any wrongdoing or liability regarding the subject matter of the Complaint.

28.3. If the Hodlnaut Group has not been able to resolve the Complaint via the complaint process set out in Clause 28.2 above, the User may escalate the Complaint via the dispute resolution processes set out in Clause 28.5 below as may be applicable to the User.

28.4. The Parties agree that they shall not commence any of the dispute resolution processes set out in Clause 28.5 below in relation to the whole or part of the Complaint until the complaint process set out in Clause 28.2 above has been completed, although nothing in Clause 28.2 or in Clause 28.5 shall be construed as preventing either party from seeking preservation, injunctive relief,or any interim relief in any court of competent jurisdiction.

28.5. Dispute Resolution. For complaints, disagreements or disputes arising out of or in connection with this Terms of Use (including any question regarding its existence, validity or termination) or the provision of Service or the Platform, either the User (provided the User has completed the complaints process in Clause 28.2 above and such complaint, disagreement or dispute has not been resolved through such process) or the Hodlnaut Group may initiate the dispute resolution process set forth in this Clause 28.5 by giving the other party written notice of such dispute (the “Dispute Notice”) and commencing the following steps:

28.5.1. Following issuance of a Dispute Notice, both Parties shall agree to participate in mediation at the Singapore Mediation Centre and undertake to abide by the terms of any settlement reached. The mediation must take place within sixty (60) days of the date of the Dispute Notice, and the mediator shall be an Associate or Principal Mediator accredited by the Singapore Mediation Centre or an accredited mediator who has been agreed on an ad hoc basis between the Parties for the purposes of seeking a possible resolution to the dispute. Parties shall endeavour to agree on a mediator, failing which the mediator shall be selected by the Singapore Mediation Centre.

28.5.2. If the disagreement or dispute cannot be resolved by mediation within sixty (60) days of the date of the Dispute Notice, then either Party may refer the dispute to arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference to this Clause. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The Tribunal shall consist of 1 arbitrator.

29. SEVERABILITY

The illegality, invalidity or unenforceability of any provision of the Terms of Use under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

30. INVALIDITY

30.1. If any provision in the Terms of Use shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

30.2. To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 30.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of the Terms of Use and the legality, validity and enforceability of the remainder of the Terms of Use shall, subject to any deletion or modification made under Clause 30.1, not be affected.

31. REASONABLENESS

Each of the Parties confirms that it has had the opportunity to seek independent legal advice relating to all the matters provided for in the Terms of Use and agrees that (a) there shall be no presumption that any ambiguity in the Terms of Use should be construed in favour of or against any Party solely as a result of such Party’s actual or alleged role in the drafting of the Terms of Use, and (b) the provisions of the Terms of Use and all documents entered into pursuant to the Terms of Use are fair and reasonable.

32. ENTIRE AGREEMENT

The Terms of Use constitute the whole agreement between the Parties relating to its subject matter and (save as otherwise provided) supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, assurances and arrangements of any nature, whether in writing or oral, relating to such subject matter.

33. FORCE MAJEURE

The Hodlnaut Group shall not be liable for any failure, delay or variation in the performance of its obligations under the Terms of Use if such failure, delay or variation is caused by any Force Majeure Event.

34. NO ASSIGNMENT

The User may not assign, delegate, sub-contract or otherwise transfer all or part of his rights or obligations under the Terms of Use. The Hodlnaut Group may assign, delegate, sub-contract or otherwise transfer all or part of its rights and/or obligations under the Terms of Use without notifying the User or obtaining the User’s consent.

35. VARIATIONS

35.1. The Hodlnaut Group reserves the right at any time in its absolute discretion to make any Variation to any provisions of the Terms of Use, without prior notice, and the User shall be bound by such Variations from such date that such Variation is directed by the Hodlnaut Group to take effect.

35.2. Unless expressly agreed, no Variation shall constitute a general waiver of any provisions of the Terms of Use, nor shall it affect any rights, obligations or liabilities under or pursuant to the Terms of Use which have already accrued up to the date of Variation, and the rights and obligations of the parties hereto under or pursuant to the Terms of Use shall remain in full force and effect, except and only to the extent that they are so varied.

36. REMEDIES AND WAIVER

No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under the Terms of Use will operate as a release or waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in the Terms of Use are cumulative and not exclusive of any rights or remedies provided by law.

37. NO RIGHTS OF THIRD-PARTIES

A person who is not a Party has no rights under the Contracts (Rights of Third-parties) Act (Cap. 53B) of Singapore to enforce any term of the Terms of Use.

38. GOVERNING LAW AND JURISDICTION

The Terms of Use is governed by and construed in accordance with the laws of the Republic of Singapore. The User irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Republic of Singapore.

39. TERMINATION

The User shall act in full compliance with all of these terms and conditions, the Hodlnaut Group reserves the right to terminate a User’s use or access, or entitlement to use to access, the Platform and/or our Services, the content or any User Account.