Purpose and Intended Use
- The purpose of this Agreement is to define the rights, obligations, and responsibilities of No.1 Solutions Inc. (“Company”) and the user (“User”) with respect to this System.This Agreement is a legal contract between the User and the Company, and the User shall carefully read the contents of this Agreement, which affect the legal rights of the User, when using the Company’s System.
- Users must recognize and accept that the risk of loss in trading or holding digital assets is substantial. Digital assets are regulated under the applicable laws of the country in which the user resides in which the service is operated.
Postings, Applications and Changes
- If User does not agree to the proposed supplement, change, or modification, User may express its objections and terminate the Services prior to the effective date of the change.User’s failure to object to the proposed supplement, change, or modification shall constitute User’s acceptance of such supplement, change, or modification.
- We reserve the right to suspend or terminate the Services (even if you do not exercise your right to terminate the Services) if you do not agree to the proposed additions, changes, or modifications, in which case you must cease using the Services and/or your account.
Separate User Guide and Other Documents
- You are responsible for keeping yourself up to date on the Terms of Service, User Guide, and other applicable documents as amended from time to time.
Eligibility for Use
- Any individual or entity wishing to use the Service (hereinafter referred to as “Applicant”) must register an account (hereinafter referred to as “Account”).The Applicant shall provide the Company with information and documents proving that the following conditions are met
- The Applicant shall complete to the Company’s satisfaction the System Usage Agreement provided by the Company, either online or by such other means as the Company may notify the Applicant;
- In order to use the Service, the Applicant must be at least 18 years of age.
- An applicant’s eligibility to access the Service also depends on the country in which the applicant resides.Residents of sanctioned or prohibited countries may not use the Service and a list of such countries can be found in the User Guide.
- Applicant shall provide to the Company’s satisfaction such information and supporting documentation as the Company may require to perform KYC, process applications, and satisfy any KYC tests or procedures as determined by the Company in accordance with the Company’s internal policies;
- The Applicant shall be free of any indications related to money laundering or terrorist financing as determined by the Company in its sole discretion; and
- The Applicant must have the legal capacity to enter into the Agreement; and
- The Applicant confirms that this application is made on behalf of the Applicant and that the Account is to be used as the Applicant’s account and not on behalf of any third party;
- Applicant shall meet such other standards and procedures as we may determine from time to time in accordance with our internal policies or as required by applicable law.
- Your continued use of the Services shall be subject to the eligibility criteria set forth above, as applicable, with any necessary modifications.The Company may, at its sole discretion, refuse to open an Admin Account for an Applicant or limit the number of Admin Accounts held by an Applicant.
- If the Applicant or User is not a natural person or is a legal entity, the Applicant or User shall designate a representative who shall serve as the primary liaison with the Company (including providing instructions) and who is authorized to access and manage the User’s account on behalf of the User.
- The Applicant and User agree to provide the Company with any information requested for identity verification, detection of money laundering, terrorist financing, fraud, or other financial crimes, and the Company is authorized to maintain a record of such information.Applicants and users must complete certain verification procedures before being permitted to use or continue to use the Services, and the restrictions applicable to the use of the Services are subject to change as a result of the information collected on an ongoing basis.The information we request may include personal data of applicants and users, such as name, address, telephone number, e-mail address, date of birth or incorporation (for legal entities), taxpayer identification number, government identification number, bank account information (such as bank name, bank address, type of account, SWIFT address, account number), and similar personal information relating to Connected Persons, Authorized Agents, and their respective beneficiaries (collectively, “Relevant Third Parties”), including, but not limited toIn providing such personal data or any other information that may be requested by the Company, Applicants and Users shall ensure that such information is current, valid, accurate and not misleading.
- Applicants and Users agree to provide the Company with updated information if any of the information provided changes.We reserve the right to make such inquiries, directly or through third party service providers, as we deem necessary to verify the identity of applicants and relevant third parties in order to protect all parties from fraud or other financial crimes, and to take such action as we reasonably deem necessary based on the results of such inquiries.We will take such action as we reasonably deem necessary based on the results of such inquiries.When we make these inquiries, applicants and users acknowledge and agree that their personal data may be shared, disclosed and used by third party credit reference agencies, fraud prevention agencies and financial crime authorities.We may also require you to wait for some time after completing a transaction before allowing you to further use the Service and before allowing you to engage in transactions that exceed a specific volume or threshold.
- In order to access our system, you must have the equipment necessary to access the Internet (e.g., personal computer, smart phone, tablet) and the associated telecommunications service agreement.The Service may be accessed directly through our system.
- Applicants and users must provide an e-mail address and create a password.The Company provides two-factor authentication via a time-based one-time password (TOTP) application.The User is responsible for the safekeeping, security, and management of any electronic device used to access the Service.User is responsible for the safekeeping of his/her password and his/her electronic device, and shall take all reasonable steps to avoid the loss, theft or misuse of such electronic device and shall ensure that such electronic device is password protected.Failure to do so may result in unauthorized access to your account by third parties, loss or theft of digital assets, Company-supported electronic money, digital currency, and/or funds held in your Company account, and the loss or theft of linked bank accounts and credit card/related accounts, including debit cards.Users must keep their security details secure at all times.For example, passwords and TOTP Authentication Seeds must be protected and not shared with or shown to others.The Company strongly recommends the use of a password and two-factor password manager to protect login credentials and personal identification numbers (PINs).
- The Company may require applicants and users to promptly submit additional information about themselves or related third parties, their businesses, properties, assets, and records, and to arrange interviews with the Company’s staff and related third parties as necessary (such process is referred to as “enhanced due diligence”).The Company reserves the right to charge the applicant/user for any costs associated with such due diligence, but will notify the user in advance if it does so.
- If the Company accepts the applicant’s registration, the Company shall notify the applicant of such acceptance.Applicants who do not receive such notification shall not attempt to use the Service under any account.
Changes to User Information
- Users may access and change their data or information at any time through the prescribed procedures provided through our system or through the customer support contact information provided.
- We will not be liable for any damages incurred due to User’s failure to notify us of changes described in the preceding paragraph.
Management of User Accounts
- The Company may restrict the application of a user’s user name in the following cases: (i) when a user’s personal information or information may be leaked; (ii) when a user may be misidentified as another individual or organization; (iii) when a user is deemed offensive, indecent, obscene, or otherwise in poor taste; (iv) when a user may be infringing on the rights of a third party; (v) when a user may be misidentified as the Company or its affiliates; (vi) when a user is not a user of the Site; (vii) when a user is not a user of the Site; or(v) the Company may restrict the application of a user’s username if the Company deems it necessary to do so.
- Each company account opened by us shall be maintained and operated exclusively by such user and may not be transferred to any other party.Access to and use of the Services through a User’s account shall be strictly limited to the User and, if the User is not a legal or natural person, its authorized representative.
- User shall be solely responsible for the registration, storage, and security of any and all information necessary to access User’s corporate account, including user name, password, and any other security credentials assigned to User or required to access and use the Services using User’s account,You shall be solely responsible for the registration, storage, management, and security of any and all information necessary to access your Company account, including any other security credentials necessary to access and use the Services using your account, and shall not allow any third party to use such information.User shall not rent, assign, transfer, sell, or otherwise dispose of such information to anyone other than its authorized representatives and shall be responsible for the acts and omissions of its authorized representatives.
- User shall be bound by and solely responsible for all acts or omissions of all persons using the Services through its account, including its authorized representatives.We shall have no obligation to inquire into or verify the identity, authority, or capacity of any person using or purporting to use the Services through an account.We are entitled to rely on any instructions submitted by any person accessing or using an account, even if done so fraudulently or inconsistent with the terms of any other instructions given by you.We will consider any user who successfully logs into an account or uses the Services through an account to be a user of that account after normal verification procedures have been applied and will not be liable for any user name and password, even if they are fabricated, forged, misused, or used without authority.All transactions made by such user shall be considered valid transactions.
- If you become aware that any information used to access your account has been lost, stolen, disclosed to a third party, used, or otherwise compromised, you shall immediately notify our customer support of such fact and follow any instructions provided by us.However, you remain responsible for any actions taken through the use of your account before your account is logged out, before the service is suspended, or before it is terminated.
- We will not be liable for any loss incurred by you due to the loss, theft, mismanagement, or careless use or disclosure of any information necessary to access your account, including, but not limited to, your password or other security credentials.
- Each User agrees to be solely responsible for ensuring that each Authorized Agent is aware of, complies with, and is bound by the terms of this Section 6.
Protection of Personal Information
General Obligations of the Company
- Company shall use reasonable efforts to provide the Service on a continuous and stable basis in accordance with the terms of the Subscriber Agreement.
- We shall use all commercially reasonable efforts to employ robust security systems designed to protect your personal information (including financial information and transactions) so that your use of the Service is conducted in a safe and secure environment.
- We shall use commercially reasonable efforts to handle genuine complaints from users in a fair and equitable manner.
Users shall not
- Steal or attempt to steal the information of other users or individuals (including stealing usernames and passwords or using another person’s username and password to access unauthorized areas of our systems)
- modify content posted or provided by us and authorized third parties.This includes altering or removing any author attributions, legal or other proper notices, or proprietary notices or labels of origin or source that you upload or otherwise provide
- upload, post, email, or otherwise transmit or post any information, including uploading, posting, emailing, or otherwise transmitting any illegal, immoral, obscene, or personally defamatory postings; orYou shall not have the right to transmit any information other than that which we have authorized you to transmit, whether contractually, in trust or otherwise (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of a confidentiality agreement), or through our System;
- upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation
- Infringing the intellectual property rights, including trademarks and copyrights, of the Company, its affiliates, and third parties, or removing any trademark, copyright, or other proprietary rights notices from the Company System or any Content contained therein
- Engaging in any conduct, behavior, or words or deeds that may damage the reputation or interfere with the business of the Company, its affiliates, or any third party; or
- Disclose or post any obscene or violent message, video, audio, false fact, or any other information offensive to public order and morals through our system;
- User agrees and stipulates that User shall not reproduce or create derivative works based on the Content contained in our System or received through the Services, and that derivative works shall not be considered “fair use”;
- You agree and stipulate that you will not use our System or Services, or any content contained therein, for public display, public performance, sale, or rental, and that such use will not be considered “fair use;
- Use our System for any illegal or improper business purpose,
- Acting as an agent or nominee of any third party in the use of your account;
- Accessing your account and/or the Services, creating or increasing exposure or clicks, or requesting use of the Services by automated means such as agents, scripts, spiders, spyware, toolbars, or other unauthorized means, without our prior permission or overload our servers;
- Uploading or attempting to upload files, content, materials, or code that contain viruses, Trojan horses, work, time bombs, cancelbots, corrupted files, or other similar software computer programming routines
- Interfere with, disable, burden, or otherwise impair access to, or the proper functioning of, the Services, including, but not limited to, spoofing, hacking, sniffing, tampering, denial of service attacks, defacing, reverse engineering, or reprogramming impair the proper functioning of the Service;
- circumventing any encryption or other security tools used in connection with our systems
- harvest or otherwise collect personal data, other account-related information, or sensitive information of other users or third parties, including email addresses or other personally identifiable information, or use data mining, bots, scrapers, or similar data collection and extraction tools in connection with our systems use data mining, bots, scrapers, or similar data collection and extraction tools in connection with our systems
- Using our system to impersonate us or another user or individual for the purpose of market abuse, or any act that could be considered market abuse, or any act that creates a false or misleading impression that trading in the Digital Asset is active, or any act that creates interest in the market in order to rig the price of the Digital Asset; or(iii) any act that creates an interest in the market for the purpose of fraudulently manipulating the price of the Digital Assets; or
- Engages in any act, practice, or course of dealing that operates or may operate as a fraud or deceit, or that may operate or may operate as a fraud or deceit; or
- Any act, practice, or course of conduct designed to or likely to manipulate the market for the Digital Assets or the price of the Digital Assets, or to induce others to trade in the Digital Assets fraudulently or in bad faith; or
- Disrupting the sound order of trade by means of exerting undue influence over the price of the Digital Assets; or
- Engaging in any illegal, fraudulent, deceptive, or manipulative activity, including the use of meta tags, pay-per-click advertising, or any other “hidden text” using the Company’s site name or Company marks (as defined in Article 10 below).User agrees that any use of the Company System’s name, marks, or other marks owned by the Company infringes the Company’s trademark rights and User agrees to pay the Company five thousand dollars ($5,000) per such infringement as a genuine prior estimate of the loss and damages suffered by the Company as a result of such infringement.($5,000) per such infringement as a genuine preliminary estimate of the loss and damages suffered by us as a result of such infringement, and you agree to pay all costs incurred in recovering this amount, including attorneys’ fees and all related costs;
- conduct any activity that may adversely affect the proper operation of our systems and our reputation or goodwill.
Intellectual Property Rights in Postings
- By submitting, posting or displaying any Submission or Content through our System, you grant us a worldwide, non-exclusive, royalty-free license to
- We shall use, edit, store, copy, modify, disclose, adapt, reproduce, transmit, publicly perform, publicly display and distribute such postings or content for the operation, improvement, enhancement and promotion of the Service and the development of new services or features;
- Use such postings or materials to manufacture, produce, or distribute derivative works;
- Permitting the media and mobile carriers to report and broadcast the Posting or its contents for the purpose of advertising or marketing the Service;
- In the event that we intend to use the User’s Postings in a manner other than that set forth in Article 10 (a) above, we may obtain the prior consent of the User by telephone, fax, e-mail, or other means.
- Even in the event that the Usage Agreement is terminated by the user or by the Company in accordance with Article 16, this License stipulated in Paragraph 1 above shall remain in effect even after termination of the Usage Agreement.
Right to Use Postings
- To the extent that we comply with Article 10, you, and not us, shall be responsible for any losses or other problems resulting from our use of your Postings.
- You shall indemnify and hold us and our affiliates harmless from any and all losses arising from any claim, suit or proceeding against us and our affiliates by any third party for any unauthorized use of your Postings or for infringement of any third party’s intellectual property rights related to your Postings.
Control of Postings
- User shall not disseminate, display or provide any posting or content that infringes the intellectual property rights of others or include in any posting any information or material that is false or misleading.If a user’s posting contains content that infringes on the intellectual property rights of others, including applicable laws or copyright laws, the user acknowledges that the owner of the intellectual property rights in such posting or content may request that such posting be stopped and removed.We may also take any action necessary to comply with the request of the owner of such intellectual property rights and to comply with applicable law.
- In the event of infringement of the rights of any third party, or if any information contained in such posting is false or misleading, or if the dissemination, display or provision of such posting may violate any applicable law or our internal rules, we may (unless otherwise requested by a third party) refuse to display such posting or(unless otherwise requested by a third party), we may take necessary measures to comply with applicable laws and regulations or our internal rules, including refusing to display or deleting the posting.
- We shall not be liable for any damages incurred by you as a result of any act or action specified in Paragraph 12.
Ownership of Intellectual Property Rights
- The names of our websites, including ours or our affiliates’, and any similar or derivative use of any logos associated with the Services or appearing on our systems are trademarks or registered trademarks of us or our licensors.You may not reproduce, imitate, or use them without our prior written consent.
- We, our affiliates, and our licensors are not responsible for the use of (a) our systems, including the platforms, websites, and other facilities provided for use of our systems; (b) the hardware, software, and other items used to provide our systems; and ((c) own and retain all right, title and interest in and to all materials, including but not limited to information, databases, data, documents, online graphics, audio and video, available on our systems.Except as expressly authorized by the Company, User shall not reproduce, modify, publish, transmit, distribute, perform, display, or sell the Company’s Proprietary Information.User shall also not decompile, reverse engineer, or otherwise attempt to discover the source code of any content available on or through the Services, unless expressly permitted by us in writing.
- If you download software, applications or scripts through our system, such software, applications or text (including files, images and accompanying data incorporated in or generated by such software) is licensed to you by us on a non-exclusive, non-transferable, non-sublicensable basis solely for the purpose of your use of the Services in accordance with this Agreement.The Company does not transfer any ownership or other rights to the Software to User.User shall not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise handle the Software.Any Software downloaded on or through the Services shall be downloaded at the User’s own risk.
- User shall not imitate, copy, modify, decompile, disassemble, reverse engineer, distribute, disseminate, reproduce, license, or create derivative works from, transfer, transfer, sell, etc. all or part of the contents, information, data, products, or services obtained through our system (hereinafter referred to as “Service Contents”).(iii) You shall not create, assign, transfer, sell, or otherwise create derivative works of the Service or the Service Content.Any unauthorized act or use of the Service or the Service Content may infringe the intellectual property rights of us or third parties and may violate applicable laws.You shall have the right to retrieve and display the Service Content on any compatible device owned by you and retain a copy of the Service Content for your records.
Provision of Services
Article 14 expressly defines the Company’s system to be provided to users:
- We may provide one or more features from time to time, and use of each feature shall be subject to applicable law.
- In order to operate the Services using the Company’s System, the User shall obtain the appropriate licenses from the regulatory authorities before using the Services.
- In our Security Token Offering Platform, the User may become an administrator of the platform and use the administrator function to manage issuers who issue and fund digital assets and investors who invest or trade in digital assetsThe user may use the administrator function to manage issuers issuing and financing digital assets and investors investing or trading digital assets;
- One or more security token wallets provided by our system allow users to track, update, and manage their balances of digital assets and legal tender supported by our system;
- KYC and AML screening features implemented in our systems may be used within the scope of the Agreement.
- We shall use reasonable efforts to ensure that the Service is available to users as close to 24 hours per day as possible, excluding downtime due to scheduled maintenance as specified in Article 14 (i) below.
- The Company may divide the Service into multiple sub-services and, if necessary, specify the availability hours of each sub-service separately.The hours of availability of each Sub-Service will normally be stated in the User’s Guide, etc., but may also be announced in advance by the Company by other means deemed appropriate by the Company.
- In any of the following cases, MUTOH HOLDINGS reserves the right to suspend or discontinue all or part of the Service without prior notice to the user:
- (i) MEDIASEE shall not use any information and communication equipment (including, but not limited to, computer systems) used in connection with or in relation to the Service;
- In the event of suspension or discontinuation of the system or equipment necessary to provide the Service, such as malfunction of computer systems, telecommunication lines, or other information and communication equipment; or
- In the event of a force majeure event;
- Company or its affiliates’ assets are stolen or lost through hacking or otherwise; or
- the Company learns or suspects that you have ceased to be an Eligible User in accordance with Section 5 or that you have breached any provision of the Subscriber Agreement; or
- We investigate or intend to investigate any suspected use of your account;
- lack of liquidity of any of the Digital Assets, as determined by us in our sole and absolute discretion; or
- as required by applicable law; or
- In any other case in which MHI, in its sole and absolute discretion, deems it necessary to suspend or discontinue all or part of the Service (including cases in which such suspension or discontinuance is necessary due to operational, technical, or business necessity of MHI).
- MEDINET may suspend or discontinue all or part of the Service in accordance with Article 15 (a) and (b) (Notification in accordance with Article 16) upon prior notice to the User.
- We may suspend or discontinue all or part of the Service in order to perform periodic inspection or maintenance of the system.Unless it is reasonably impossible to do so, we will notify you of such periodic inspections or maintenance in advance on or through the Service.During such period, use of the Service or Account will be suspended until the inspection or maintenance is completed.
- The Company shall not be liable for any damages incurred by the User as a result of any action, suspension, discontinuance, or termination taken by the Company pursuant to Paragraph 14 of this Article.
- The Company shall not be liable for any loss incurred by the User as a result of the User’s use of the Company’s system or the User’s failure to understand the nature and risks of digital assets or the digital asset exchange market.The Company provides users with a platform for issuing, trading, and storing digital assets backed by securities and other tangible and intangible assets.The Company makes no representation or warranty as to the value, stability, or legality of any digital asset, digital currency, or virtual currency.
- Users should be aware of the following risks associated with our system and should always obtain consent from the users of any services provided by users utilizing our system:
- The risk of loss in trading digital assets is significant and losses may occur in a short period of time.
- Prices and liquidity of digital assets have fluctuated significantly in the past and may continue to fluctuate significantly in the future.
- Changes in laws and regulations or actions at the national, regional, or international level could adversely affect the use, transfer, exchange, or value of digital assets and other electronic money, virtual currencies, or digital currencies.
- Transactions in digital assets and other electronic money, virtual currency, or digital currency may be irreversible and, therefore, losses from unauthorized or accidental transactions may not be recoverable.
- Certain digital asset transactions are deemed to have been executed at the time they are recorded in the public ledger, even if the date and time may be different from the time the user initiated the transaction.
- The value of digital assets and other electronic money, virtual currency or digital currency may derive from the continued willingness of market participants to exchange Fiat currency for digital assets or other electronic money, virtual currency or digital currency, and as a result, the digital assets and otherIf the market for electronic money, virtual currency or digital currency ceases to exist, the value of certain digital assets and other electronic money, virtual currency or digital currency could be permanently and completely lost.
- There is no assurance that those who currently accept digital assets and other electronic money, virtual currency or digital currency as payment will continue to do so in the future.
- The nature of digital assets and other electronic money, virtual currency, and digital currency may increase the risk of fraud, cyber hacks, and attacks, and any technical difficulties we experience may prevent users from accessing or using digital assets and other electronic money, virtual currency, and digital currencyThere is a possibility that the Company may be unable to
- User’s Account and Company Wallet held for User may not be sufficient to cover all losses incurred by User.
- User acknowledges and agrees that User is solely responsible for determining the nature, potential value, suitability and appropriateness of these risks and that Company does not provide advice or recommendations regarding digital assets or other electronic money, virtual currencies or digital currencies, including the suitability and appropriateness of digital assets or other electronic money, virtual currencies or digital currencies and investment strategies.You acknowledge and agree that we do not provide advice or recommendations regarding digital assets or other electronic money, virtual currencies or digital currencies, including the suitability and appropriateness of digital assets or other electronic money, virtual currencies or digital currencies and investment strategies.You access and use the Services and our systems at your own risk.
- This brief statement in this Section 15 does not disclose all risks associated with trading, investing and holding digital assets and other electronic money, virtual currency or digital currency.Accordingly, the User should carefully consider whether such transactions, investments and holdings are appropriate to such User’s risk tolerance and preference in light of the User’s own circumstances and resources.Users should be aware that, and under certain market conditions, it may be difficult or impossible for relevant users to liquidate their positions.
Account Termination or Suspension
- You may cancel your subscription at any time by contacting our customer support (contact information is posted on our system) at least 14 days in advance.However, the User agrees that the paid annual system usage fee will not be refunded to the User.
- We may (i) accept or deny the applicant’s application for user registration; (ii) suspend or terminate the user’s membership, user agreement, our account and/or wallet; (iii) refuse or block the completion of any transaction that the user has confirmed or authorized,(iv) determine whether to deny, block, cancel, or revoke your access to any or all of the Services for any reason, including, without limitation, upon reasonable notice, immediately and, if possible, upon reasonable notice, including, without limitation, upon discovery that any of the following events have occurredWe shall have the sole and absolute discretion to make such decision immediately or, if possible, upon reasonable notice.The Company may, but is not obligated to, provide the applicant and user with reasons for rejection of the application, suspension or termination of the account, transaction and the Service.In particular, the Company will take the above actions if any of the following circumstances are found to exist
- we are required to do so by applicable law or by any court or other jurisdiction to which we are subject and which, in our reasonable opinion, requires us to do so; or
- Suspicion of money laundering, terrorist financing, fraud, or other financial crimes; or
- the user’s credit card, debit card, designated bank account, or other valid payment method linked to the user’s Company Wallet has been rejected or refused under suspicious circumstances; or
- User’s Company Accounts and Wallets are the subject of pending litigation, investigations, or governmental proceedings that reveal an increased risk of legal or regulatory non-compliance related to User’s activities; or
- User acknowledges that User may circumvent the Company’s operational controls and risk mitigation measures with respect to the Service, such as by opening multiple Company accounts and wallets or by abusing any promotions offered by the Company from time to time;
- recognize that the Applicant or User is attempting to reapply for membership using a false name or the name or false identity of another person after having previously had their membership suspended or terminated; and
- The required information or supporting documentation provided by the applicant or user is found to be false, misleading, inaccurate, incomplete or erroneous, or the applicant or user is found to be unable to provide information or documentation to the Company’s satisfaction; or
- (iii) if accepting the Applicant or User as a client or providing the Services to the User is likely to be detrimental to the public interest, offensive to public order and morals, or for reasons beyond the Company’s control; or
- We determine that the applicant or user is under 18 years of age, or that the applicant or user does not have the legal capacity to act or enter into a contract with us; or
- the Company is unable to verify the identity of the applicant or user and any related third party (beneficiary, authorized person or related party) in accordance with the procedures established by the Company, or the Company suspects that the applicant or user is involved in money laundering or terrorist financing; or
- Termination of the Subscriber Agreement shall be without prejudice to any liability or obligation with respect to any matter, undertaking or condition not observed or performed by the relevant party prior to such termination.
- Upon termination of the Subscriber Agreement, any and all debts owed by User to the Company shall automatically become due and payable, and User shall immediately pay all outstanding debts to the Company, and User shall immediately cease use of the Account.
- In no event shall we permit User to transfer or withdraw the credit balance of User’s digital assets, Fiat Currency, and/or electronic money, tokens, or any other form of virtual or digital currency that may be supported by us that forms the credit balance of User’s Company WalletWe reserve the right to require users and/or their affiliated third parties to complete KYC, AML, and CFT procedures before allowing the transfer or withdrawal of
Notices to Users
- We may provide notice to you by any of the following methods
- sent by e-mail to the most recent e-mail address you have registered with us, and such notice is received or deemed to be received by us at the time we send such e-mail (whether or not you have read such e-mail); or
- mailed or registered mailed to the user’s registered address or place of residence, and the notice is deemed to have been received upon acceptance of service by the user or his or her agent, or three (3) business days, whichever occurs first; or
- Notices shall be posted on the bulletin boards available through the Service and such notices shall be effective on the date specified on the bulletin board.
Representations and warranties
- Each User represents, undertakes and warrants that
- Such User shall have the capacity, power and authority to enter into the Subscriber Agreement, to exercise its rights, and to perform and observe its obligations under the Subscriber Agreement;
- If the User is a legal entity, such legal entity is validly existing and duly incorporated, established or formed under the laws of the jurisdiction in which it is incorporated or formed; and
- User’s obligations under the Subscriber Agreement are valid, binding and enforceable;
- the User is solvent and able to pay its debts as they become due and payable and is not a going concern or an undischarged bankrupt; and
- User’s participation in, exercise of rights under, and/or compliance by User with its obligations under the User Agreement will not (i) breach any agreement to which User or, if applicable, its related third parties are a party or by which User or User’s respective assets are bound, or (ii)shall not give rise to the existence of any security over those assets or obligate User to create any such security;
- User has obtained all consents, licenses, approvals or authorizations, exemptions, registrations or declarations of governmental or other authorities required by User, which are valid and subsisting and shall not be contrary to the execution or performance of the Subscriber Agreement;
- any digital assets, digital tokens, virtual currency, fiat currency, cash or other funds used to fulfill the User’s payment obligations under the Subscriber Agreement or to transact digital assets through the Services are from lawful sources and do not constitute drug trafficking or criminal activity (including tax offenses of any kind) or any other applicable law.
- User has not and will not use the Services to fund any illegal or criminal activity (including terrorist financing);
- User (and, if applicable, its affiliated third parties) is not on any list of prohibited countries, territories, entities, and/or persons maintained and updated by OFAC (Office of Foreign Assets Control), the EU (composite list of sanctioned persons and entities), the United Nations, and, if applicable, Japanese law; and
- All information you provide or submit to us (including any additional verifications or declarations we may request from you from time to time) is accurate, correct and complete and not misleading in any material respect.
If you become aware that any of the statements in Section 18 are no longer true or accurate or may be misleading, you shall notify us immediately.
Limitation of Liability
- Without prejudice to the generality of the foregoing, the User acknowledges that the User may incur losses from investments made through the Service and from investments made based on information provided directly or indirectly by other Users.In addition, the Company shall not be responsible for the reliability, accuracy, or legality of any information, materials, or facts posted by users on the Service.The Company has nothing to do with any news, opinions, materials, etc. that users transmit within the Service, and users who write and users who access such writings shall bear all responsibility arising from the content of such writings.Each user shall be responsible for handling and resolving any disputes with other users or third parties that arise in connection with the use of the Service.We are under no obligation to be involved in, and assume no responsibility for, disputes arising between users or between users and third parties through the Service.
- Notwithstanding anything in this Agreement to the contrary, we shall not be liable for any direct, indirect, consequential, incidental, special or punitive losses, direct or indirect lost profits or investment losses incurred by you or any third party, whether or not such claims are based on contract, tort, breach of statutory duty or otherwise in the event that such losses are caused by your trading, investment or speculation in digital assets, including, but not limited to, fluctuations in the price of digital assets, illiquidity of digital assets or the digital asset market, or your inadequate understanding of the nature, structure, market operations, risks and other information regarding digital assets.The Company does not provide any advice with respect to the Digital Assets or make any warranty or representation as to the value, stability or legality of the Digital Assets, and nothing in these Terms and Conditions or the Services shall be construed as such.
- Notwithstanding any provision of this Agreement, neither the Company, its affiliates or service providers, nor any of their officers, directors, agents, employees or representatives shall be liable for any direct, indirect, consequential, incidental, special or punitive damages, or any direct or indirect loss of profits or investment suffered by you or any third party or indirect loss of profits or investment, whether based on a contract claim under this Subscriber Agreement, a claim based in tort, breach of statutory duty or otherwise, if such damages arise out of or are related to such Subscriber Agreement:
- Force Majeure Events;
- Unauthorized access to our servers by a third party to interfere with the normal operation of other services or unauthorized use of user information; or
- Failure or limitation of the Service that is unavoidably caused by the inherent attributes of digital assets, such as defects or technical limitations of the system that publishes and manages digital assets; or
- events attributable to the User, such as loss of reputation or goodwill, loss of business, opportunities, customers or contracts, overhead costs, loss or waste of management or other staff time, or other loss of revenue or actual or anticipated savings
- any loss or damage arising out of or related to inaccuracies, defects or omissions in digital asset pricing data, including, without limitation, errors or delays in the transmission of such data, and/or interruptions of such data;
- inaccuracies contained in any information provided by us through the Services that is obtained from third parties or third-party sources; and/or
- any failure of you or any device or equipment you use to access the Services or your Account that prevents or delays receipt of your instructions or orders; or
- any delay in receiving any instructions by User that are ambiguous, incomplete, or otherwise inaccurate; or
- unauthorized use of the Services or your Account; or
- any acts or omissions of telecommunications carriers, Internet service providers or other service providers; and
- Our exercise of our rights under this User Agreement, including any loss or damage not directly attributable to our breach of this User Agreement
- Any and all damages beyond those directly attributable to a breach of this TOS by us (regardless of whether such damages are substantiated;)
- We rely on any information you submit to us;
- any applicable laws that may apply to digital assets in the future (including tax liabilities, including sales tax); and
- your use of any website or link that is not operated by us that is available on or through the Services; or
- any other discontinuance, suspension, termination, unavailability or modification of the Service made pursuant to the terms of the Subscriber Agreement (including pursuant to Sections 4, 14 and 16)
- the transfer of digital assets or Fiat currency to the User’s external digital asset address, designated bank account, or any other account provided by the User, or any other transfer made in accordance with the User’s instructions.Unless otherwise provided for in the relevant laws and regulations, we are not responsible for the use of the services provided free of charge;
- any loss of profit or loss of expected revenue or profit, including loss of expected trading profits, actual or hypothetical trading losses, even if we have been advised of or should have been aware of the possibility of such losses.For example, if a user claims that we failed to properly process a buy or sell order, the user’s claim for damages is limited to the value of the Supported Digital Assets at issue in that transaction.User will not be able to recover any “loss” of anticipated trading profits or actual trading losses incurred as a result of a failed buy or sell transaction.
- Each User shall, at its own risk and expense, investigate whether or not the User’s use of the Services violates any applicable laws applicable to such User, and we do not advise or warrant in any way that the User’s use of the Services will comply with any applicable laws applicable to such User.We do not give any advice or guarantee that the use of the Service by a User will comply with applicable laws and regulations.
- Notwithstanding anything to the contrary contained in these Terms and Conditions, the Company provides a service that provides a trading platform for digital assets and is not obligated to fulfill any order placed by a User.In no event shall the Company be liable for any direct, indirect, consequential, incidental, special, or punitive damages (in any event, including, but not limited to, lost profits or investment losses) suffered by the User or any third party, whether or not the claim is based on contract, tort, breach of statutory duty, or otherwise,(including lost profits or investment losses).
- Neither the Company, nor any of its affiliates, service providers, and their respective officers, directors, agents, employees, or representatives shall at any time be liable for any amount greater than the sum of the digital assets and/or Fiat currency deposited in your Company WalletNo liability is assumed for any amount higher than the sum of the digital assets and/or Fiat Currency deposited in the user’s company wallet at any time.If the matter in dispute relates to a specific claim for a specific transaction, this amount shall further be limited to the amount of the transaction in dispute.
- The limitation of liability in this section shall be subject to any and all obligations we may have under applicable law, including our obligation to exercise reasonable care and skill in providing the Services.Nothing in these Terms and Conditions shall limit our liability for death or personal injury resulting from the negligence of us or our subcontractors, arising out of our fraud or fraudulent misrepresentation, gross negligence or willful misconduct.
- Specifically, we disclaim implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.we do not represent or warrant that access to our systems, services, or the materials contained therein will be continuous, uninterrupted, timely, or error-free.
- We make no representations as to the accuracy or completeness of historical digital asset pricing data available on our systems.While we will use reasonable efforts to ensure that electronic debit and credit requests involving bank accounts, credit cards, funds transfers or remittances are processed in a timely manner, we make no representations or warranties as to the time it will take to complete processing, which is subject to many factors beyond our control.However, we make no representations or warranties as to the time required to complete processing, which is subject to many factors beyond our control.
- The Company shall not be liable for any damage or interruption caused by computer viruses, spyware, scareware, Trojan horses, worms, or other malware affecting a user’s computer or other equipment, or by phishing, spoofing, or other attacks.We recommend the regular use of reputable and readily available virus screening and malware prevention software.Users should also be aware that SMS and e-mail services are vulnerable to spoofing and phishing attacks, and should exercise caution when reviewing messages purporting to originate from the Company.Our customer support does not request screen sharing or otherwise gain access to a user’s computer or account.If you are in any doubt about the authenticity of a communication, be sure to log in to the user’s Company account through our system to confirm the transaction and any required action.
- We will not be liable if the breach of this Agreement is due to unusual and unforeseeable circumstances beyond our control, the consequences of which are unavoidable despite all effects to the contrary, or if the breach is due to the application of mandatory legal rules.
Modification of Terms and Conditions
- In order to ensure the stability and continuity of the Service, MUTOH HOLDINGS reserves the right to change the contents of the Service, or to make operational or technical changes to the Service.MUTOH HOLDINGS shall not be liable for any damages incurred by the user as a result of such changes.
- To the extent reasonably practicable, the Company shall give prior notice of such changes and the effective date on which such changes will take effect.However, if notification cannot be given due to unavoidable circumstances, it may be given at a later date.
- By continuing to use the Service after such change, the User shall be deemed to have agreed to such change.
Complaints and Dispute Resolution
- If you have any feedback, questions, or complaints, please contact our Customer Support listed on our Site or send an e-mail to us.
- You will be asked to provide us with your name, address, and any other information we may need to identify such a user, your Company account number, and the transaction for which you filed the feedback, question, or complaint.
- In the event of a complaint, you will be asked to describe the cause of the complaint, how you would like us to resolve the complaint, and any other information you deem relevant.We will acknowledge receipt of the complaint if the User contacts us through our customer support web page.Our customer support representative (“Representative”) will review the User’s complaint.The Contact will review the complaint objectively and without prejudice, based on the information provided by the User and the information provided by the Company.Within fifteen (15) business days of the Company’s receipt of the complaint, the representative will address all points raised in the user’s complaint by sending an e-mail (“Resolution Notice”) to the applicable user: (i) offering to resolve the complaint in the manner requested by the user; (ii) rendering a decision to dismiss the user’s complaint and providing reasons for the dismissal; or (iii) providing an alternative resolution.(ii) reject the user’s complaint and provide reasons for the rejection, or (iii) offer to resolve the user’s complaint with an alternative solution.In exceptional circumstances, where the Officer-in-Charge is unable to respond to a user’s complaint within 15 working days for reasons beyond our control, the Officer-in-Charge will send a pending response indicating the reasons for the delay.In responding to the complaint, the Officer in Charge will state the deadline for responding to the complaint (within 35 working days of the Company’s receipt of the complaint).
- An offer of resolution made to the user is only binding if accepted by the user.An offer of resolution does not constitute an admission of wrongdoing or liability on our part with respect to the subject of the complaint.
- In this Article 22, “Confidential Information” means information concerning the technology, business, operations, finances, organization, or other matters of a Party that is provided or disclosed to the other Party, or obtained by the other Party, in writing, orally, by recorded media, or by other means, in connection with the Subscriber Agreement or the Services.However, the following information is not Confidential Information
- Information already in the public domain or obtained by a party without violating the Subscriber Agreement or applicable law; or
- News lawfully obtained by a party from a third party authorized to provide or disclose the information, without imposing any confidentiality obligation on the party; or
- Information independently developed by a party without reliance on confidential information; and
- Information for which the parties have confirmed in writing that there is no need to maintain confidentiality;
- Each User shall use Confidential Information only for the purpose of using the Services and shall not provide, disclose or divulge any of the Company’s Confidential Information to any third party without the Company’s written consent.
- Notwithstanding Section 22(b), each User may disclose Confidential Information pursuant to any order, request or demand of any law, court or government agency.However, if User receives such an order, request or demand, User shall promptly notify Company of such order, request or demand.
- If Company so requests User, such User shall, without delay and in accordance with Company’s instructions, return or destroy (i) the Confidential Information, (ii) any documents or other recording media containing the Confidential Information, and (iii) all copies of such documents or other recording media.
- COMPANY’S OBLIGATIONS. Subject to Section 28(f), COMPANY shall treat all information (including personal data) regarding the USER, its designated agents, beneficiaries, connected persons, and the USER’S account as confidential information.
- Notwithstanding Section 22(e), we may disclose, and you consent to our disclosure of, information (including personal data) and other confidential information about you, your affiliated third parties and your account as follows
- Our directors, officers, employees, representatives, agents, or assignees; our affiliates (including our shareholders or related companies and their successors or assigns) and their directors, officers, employees, representatives, agents, or assigns; our professional advisors, attorneys, consultants,and auditors;
- any service provider or contractor appointed by us from time to time in connection with the Services and their directors, officers, employees, representatives, agents or delegates; and
- any subcontractor appointed from time to time by our Service Provider or any other service provider or contractor to provide services in connection with the Services, and their directors, officers, employees, representatives, agents or delegates;
- any person who is, or may be, an assignee of all or any part of our rights or obligations under the Subscriber Agreement (or any part thereof), including its directors, officers, shareholders, partners (in the case of a partnership), or legal advisors or other professionals of the User, who are authorized by the Company in good faith to do so, orassigns or transfers to any person whom we believe to be an affiliated third party;
- regulatory authorities in any jurisdiction to the extent necessary for us to comply with applicable law or to the extent we believe in good faith that we should continue to do so under a regulatory request (regardless of the reason for such request and whether or not such request is being enforced pursuant to a court order); andSubject to any consents provided by theHowever, in the case of any of the disclosures described in (a) through (e) above, we shall ensure that the recipient is subject to the same confidentiality obligations;
- User represents, warrants, and covenants to us that User’s Authorized Persons, Affiliated Third Parties, and any other third parties to whom User has provided confidential information to us have agreed to our receipt of such information and to our disclosure of such information in accordance with this Section 22.You agree to indemnify us against any loss (direct or indirect) that we may incur from any claim or perceived claim by your authorizers, related third parties or any other third party with respect to our receipt, collection, use or disclosure of your information in accordance with this Section 28.indemnify and hold us harmless.
- This Article 22 shall survive termination of the Subscriber Agreement.
- User shall execute such other documents and perform such acts and require such third parties to perform such acts as are reasonably necessary to give full effect to the terms of the Subscriber Agreement and the transactions contemplated hereby.
- User is granted a limited, non-exclusive, non-transferable license to access and use our System and related Content in accordance with the terms and conditions of this User Agreement and for such authorized purposes as we may permit from time to time.Any other use of our System or Content is expressly prohibited, and all other right, title, and interest in and to our System or Content shall remain the exclusive property of us and its licensors.You agree not to reproduce, transmit, distribute, sell, license, reverse engineer, modify, publish, transfer or participate in the sale, create derivative works, or otherwise exploit the Content, in whole or in part.
- While we intend to provide accurate and timely information in our System, our System (including, without limitation, the Content) may not always be completely accurate, complete, or current, and may contain technical inaccuracies or typographical errors.To the extent permitted by applicable law, information, including, without limitation, information regarding our policies, products and services, may be changed or updated at any time without notice.Accordingly, users should verify all information before relying on it, and all decisions based on information contained in our systems are the sole responsibility of the user, and we assume no liability for such decisions.Links to third party materials (including, without limitation, websites) may be provided as a convenience, but are not under the control of the Company.You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third party materials or third party sites accessed or linked to our systems.
- User shall comply with the prohibitions and prohibitions of use set forth by the Company with respect to the use of the Services and User’s interaction with other Users or third parties.
- Use of the Services and our System is subject to international export control and economic sanctions requirements, including Financial Action Task Force (“FATF”) regulations.By sending, receiving, trading, dealing, or storing the Digital Assets and any other digital currency, electronic money, or tokens supported by us through the Service or our System, you agree to comply with these requirements.You may not use the Services through our System if you are: (1) in Cuba, Iran, North Korea, Sudan, Syria, or any other country subject to a U.S. embargo, United Nations sanctions, or Treasury Department financial sanctions (“Sanctioned Countries”)(1) you are in, under the control of, or are a national or resident of, or a person on a prohibited or sanctioned list of such countries (“Sanctioned Countries”); or (2) you have acquired or taken custody of digital assets and any other digital currency, electronic money or tokens supported by us or the Services.(3) you intend to provide digital assets acquired or stored by you and any other digital currency, electronic money, or tokens supported by us or the Services to a sanctioned country (or a national or resident of a sanctioned country) or a sanctioned person; or
- If User obtains information about other Users through the Services, User must keep such information confidential and use it only in connection with the Services.You may not disclose or distribute your data to any third party or use the information except as reasonably necessary to consummate a transaction and to perform functions reasonably incidental to the transaction, such as support, reconciliation, and accounting processes, unless we have your express consent to do so.User shall not disclose or distribute User’s data to any third party or use the information for any other purpose.User may not send unsolicited email to User through the Service.
- User must create or provide security information, including a user name and password, in order to use the Service.User is responsible for the safe keeping of any electronic device used by User to access the Services and for maintaining appropriate security and control over the security information used by User to access the Services.This includes taking all reasonable steps to avoid the loss, theft, or misuse of such electronic devices and ensuring that such electronic devices are encrypted and password protected.The loss or compromise of your electronic device or its security details may result in unauthorized access by a third party to your company account and/or wallet, as well as unauthorized access to your company account and related accounts (including your linked designated bank account and credit cards).The loss or theft of digital assets, electronic money, digital currency and/or funds stored in the User’s Company account and related accounts (including the User’s linked designated bank account and credit card) may result.Users must keep security information secure at all times.For example, User must not write them down or make them visible to others.
- If you suspect that your Company Account and/or Wallet or your security information has been compromised, or if you become aware of any fraud or attempted fraud, or any other security incident (including cybersecurity attacks) affecting you and/or the Company (collectively(collectively, “Security Breach”), you must promptly notify our customer support via email to the contact information provided in our systems and keep us updated with accurate and current information throughout the duration of the Security Breach.You must take such steps as we reasonably require of you to mitigate, manage, or report any Security Breach.We will consider your failure to promptly notify us of a security breach in determining the appropriate resolution of any matter.
- You are responsible for keeping the email address and phone number registered in your account profile current in order to receive any notices or alerts we may send to you, including notices or alerts regarding actual or suspected security breaches.
- It is the responsibility of User to determine the extent to which tax laws apply to transactions User makes through the Service and to withhold, report, and remit the appropriate amount of tax to the appropriate tax authorities.Transaction history can be viewed through the User’s Admin Account.
- If any provision of this User Agreement is found to be invalid or unenforceable under applicable law, the validity of the other provisions shall not be affected.
- We may not always strictly enforce our rights under this User Agreement.Our failure to exercise our rights does not preclude us from exercising them in the future; it is only a temporary measure, and we may exercise them strictly again at any time.
- User shall not be entitled to assign or transfer any such rights, promises, agreements, obligations, liabilities and duties under this Agreement except with the written consent of Company.We may assign or transfer User’s rights under this Agreement to any third party without User’s consent, subject to prior notice.This Agreement is personal to User, and User may not assign or transfer User’s rights, licenses, interests, and obligations to any other person.We may assign or transfer our rights, licenses, interests or our requirements at any time, including as part of a merger, acquisition or other corporate reorganization involving us.We may assign or transfer our rights, licenses, interests or requirements at any time, including as part of a merger, acquisition or other corporate reorganization involving us, provided that such assignment or transfer will not materially affect the quality of the Services you receive, in any way.
- The place of arbitration shall be Tokyo, Japan.The tribunal shall consist of three arbitrators, with the user appointing one arbitrator and the company appointing the other.The two selected arbitrators shall together decide on the third arbitrator.The language to be used in the arbitral proceedings shall be Japanese.The award rendered by the arbitrator shall be final and binding on the parties.
- additional disclosures.
- By using our system and entering into these Terms and Conditions, you fully understand and acknowledge the inherent and potential risks associated with investing in any product or service offered by us.This includes, but is not limited to, the risk of complete loss of user funds and investments and delays in the realization of payments or profits associated with the Company’s provision of digital asset trading facilities operating under a pilot regulatory regime.