Last Updated: September 2020
1.1 This is an agreement (“Agreement”) between you and MANTRA DAO Inc. (together with our affiliates and/or subsidiaries from time to time, including MANTRA DAO Incorporated, a company incorporated in 103 Sham Peng Tong Plaza, Victoria, Mahe, Seychelles (“MANTRA DAO”). We provide, amongst other services, decentralised financial (“DeFi”) services and develop applications that connect people to digital assets and DeFi services such as savings and lending.
1.2 References in this Agreement to “MANTRA DAO”, “we”, “our” and “us” are to MANTRA DAO. References to “you” or “your” are to the person with whom MANTRA DAO enters into this Agreement.
1.3 By accessing any areas on our website (including www.mantradao.com), applications, exchanges, wallets, platforms and software (collectively, “Sites”) and signing up of any accounts therein (where applicable), you agree that you have read, understood and accepted all the terms and conditions contained in this Agreement (“Terms”), save where expressly provided for specifically in each of the Sites (of which the latter shall take precedence).
1.4 You should be aware that the risk of loss in trading or holding digital currencies can be substantial. As with any asset, the value of digital currencies can fluctuate and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies.
1.5 MANTRA DAO shall only operate in jurisdictions where its Digital Currency Services (defined below) are specifically licensed.
1.6 Even in jurisdictions where MANTRA DAO is licensed to provide its Digital Currency Services (defined below), the said services may not necessarily be regulated by the Government and you may therefore not be protected by regulation. You should carefully consider whether trading or holding digital currencies is suitable for you in light of your financial condition. MANTRA DAO is not obligated to provide you with legal advice as to whether the said Services are regulated by the government of the jurisdiction that you reside in, and you should seek your own legal advice.
1.7 If you download any applications through any app store distribution platform (“App Provider”), you acknowledge and agree that: (i) these Terms are between us, and not with the App Provider; (ii) the App Provider has no obligation to furnish maintenance and support services or handle any warranty claims; and (iii) the App Provider is not responsible for addressing any claims you or any third party have relating to the App.
1.8 If you are not comfortable with any of these Terms, we would advise you to exit. By accessing any of the Sites, you are agreeing to these Terms. Please continue only if you can accept these Terms.
2.1 To be eligible to use any of the Digital Currency Services, you must be at least 18 years old and reside in a country in which the said services are accessible. Please note that not all Digital Currency Services are available in every country.
2.2 By accessing or using the Sites, you represent and warrant that you have not previously been suspended or removed from the Sites. You represent and warrant that you are not: (a) located in, under the control of, or a national or resident of any country to which the Singapore has embargoed goods or services. You further represent and warrant that you will not use the Sites if the laws of your country prohibit you from doing so in accordance with these Terms.
3. Access to the Sites
3.1 The accessibility and operation of the Sites rely on technologies outside our control. We are not able to guarantee continuous accessibility or uninterrupted operation of the Sites.
3.2 In order to access and use certain features on the Sites, you must create an account with us ("MANTRA DAO Account"). You agree to: (a) provide accurate, current and complete information when creating or updating a MANTRA DAO Account; (b) maintain and promptly update your MANTRA DAO Account information; (c) maintain the security and confidentiality of your login credentials and restrict access to your MANTRA DAO Account and your computer; (d) promptly notify us if you discover or otherwise suspect any security breaches related to the Sites; and (e) take responsibility for all activities that occur under your MANTRA DAO Account and accept all risks of unauthorised access.
4. Digital Currency Services
4.1 The following services (the “Digital Currency Services”) may be provided to you by MANTRA DAO: a. one or more hosted digital currency wallets enabling you to store, track, transfer, and manage balances of certain supported digital currencies including Bitcoin (BTC), Ethereum (ETH), Rio Fuel (RFUEL) and Bitpool Token (BIT) (the “Digital Currency Wallet” and “Digital Currency” respectively); b. one or more hosted digital wallet enabling you to store electronic money issued by MANTRA DAO (the "E-Money Wallet" and "E-Money" respectively) (collectively, the “E-Money Services”); c. certain payment services enabling you to send and receive E-Money; and d. a Digital Currency exchange service enabling you to obtain prices for your purchases and sales of Digital Currencies, and (subject to certain restrictions) carry out any such purchases or sales on the Sites.
4.2 Your Digital Currency Wallet enables you to send Digital Currency to, and request, receive, and store Digital Currency from, third parties by giving instructions through the Sites (each such transaction is a "Digital Currency Transaction"). The Digital Currency Exchange Service enables you to buy Digital Currency using: a. E-Money from / into your E-Money Wallet; and / or b. Central bank issued currency (such as SGD or EUR) supported by MANTRA DAO.
4.3 Conversely, when you sell Digital Currency you may elect to receive: a. E-Money into your E-Money Wallet; and / or b. Central bank issued currency (such as SGD or EUR) supported by MANTRA DAO.
4.4 You may purchase supported Digital Currency by linking a valid payment method to your Digital Currency Wallet. You authorise us to debit funds using your selected payment method(s) to complete your purchase. Although we will attempt to deliver Digital Currency to you as promptly as possible, funds may be debited from your selected payment method before the status of your Digital Currency transaction is shown as complete, and it is delivered to your Digital Currency Wallet. You may sell Digital Currency in exchange for fiat currency (such as SGD or EUR) supported by MANTRA DAO. In such circumstances, you authorise us to debit your Digital Currency Wallet and to send instructions to credit your selected payment method(s) in settlement of sell transactions. We will send these instructions as soon as reasonably possible. Any fiat currency should be credited to your selected payment method(s) by the end of the business day after we send such instructions.
4.5 We will make reasonable efforts to fulfil all purchases of Digital Currency, but in some circumstances, we may be unable to. If this is the case, we will notify you and seek your approval to re-attempt the purchase at the current Exchange Rate (as defined below).
4.6 The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors.
4.7 Each purchase or sale of Digital Currency is subject to a fee (a "Conversion Fee"). The applicable Conversion Fee will be displayed to you on the Site prior to each transaction and is stated in each receipt we issue to you. We may adjust our Conversion Fees at any time. We will not process a transaction if the Conversion Fee and any other associated fees would, together, exceed the value of your transaction.
4.8 Each purchase or sale of Digital Currency is also subject to the Exchange Rate for the given transaction. The "Exchange Rate" means the price of a given supported Digital Currency in fiat currency as quoted on the Sites. The Exchange Rate is stated either as a "Buy Price" or as a "Sell Price", which is the price at which you may buy or sell Digital Currency, respectively.
4.9 You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that we may add a margin or ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a transaction. We do not guarantee that you will be able to buy and / or sell your Digital Currency on the open market at any particular price or time.
4.10 By clicking the ‘Buy’ or ‘Sell’ button on the Sites, you are authorising MANTRA DAO to initiate the transaction at the quoted Buy Price or Sell Price and agree to any associated Conversion Fees and Exchange Fees. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorise us, in our sole discretion, either to cancel the transaction or to debit your other payment methods, including balances on your E-Money Wallet and/or Digital Currency Wallets, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider.
4.11 We will process Digital Currency Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other third party and we will have no liability or responsibility for ensuring that the information you provide is accurate and complete.
4.12 Digital Currency Transactions cannot be reversed once they have been broadcast to the relevant Digital Currency network.
4.13 We may charge network fees ("transaction fees") to process a Digital Currency Transaction on your behalf. We will calculate the transaction fees at our discretion, although we will always notify you of the transaction fees at (or before) the time you authorise the Digital Currency Transaction. Transaction fees for each individual transaction will be disclosed to you at the time of purchase on the checkout page. When you or a third party sends Digital Currency to a wallet from an external wallet not hosted by MANTRA DAO, the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of transaction fees in order for the transaction to be successful. Non-payment of transaction fees may cause your transaction to remain in a pending state outside of MANTRA DAO’s control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.
4.14 Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A Digital Currency Transaction is not complete while it is in a pending state. Digital Currency associated with Digital Currency Transactions that are in a pending state will be designated accordingly and will not be included in your Digital Currency Wallet balance or be available to conduct Digital Currency Transactions until confirmed by the network.
4.15 Under no circumstances should you attempt to use your Digital Currency Wallet to store, send, request, or receive digital currencies in any form that we do not support (although we will use reasonable efforts to help you move or sell Digital Currency that we no longer support). We assume no responsibility or liability in connection with any attempt to use your Digital Currency Wallet for digital currencies that we do not support. Please contact us if you have any questions about which Digital Currencies we currently support.
4.16 If you set up a recurring purchase of Digital Currency (a "Future Transaction"), you authorise us to initiate recurring electronic payments in accordance with your selected Digital Currency Transaction and any corresponding payment accounts, such as direct debits from, or credits to, your linked bank account. Your recurring transactions will occur in identical, periodic instalments, based on your period selection (e.g., daily, weekly, monthly), until either you or MANTRA DAO cancels the recurring order. If you select a bank account as your payment method for a recurring transaction, and such transaction falls on a weekend or holiday in the location in which the relevant bank is location, or after the relevant bank’s business hours, the credit or debit will be executed on the next business day, although the Digital Currency fees at the time of the regularly-scheduled transaction will apply. If your bank is unable to process any payment to MANTRA DAO, we will notify you of cancellation of the transaction and may avail ourselves of remedies set forth in this Agreement to recover any amount owed to MANTRA DAO. This authorisation will remain in full force and effect until you change your recurring transaction settings or until you provide us with written notice. You agree to notify MANTRA DAO in writing of any changes in your linked bank account information prior to a recurring transaction.
4.17 Unless specifically announced on the Site or via an official public statement of MANTRA DAO, we do not support metacoins, coloured coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency we support (collectively, "Advanced Protocols"). You should not use your MANTRA DAO Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. Our platform is not configured to detect and/or secure Advanced Protocol transactions.
4.18 MANTRA DAO securely stores Digital Currency private keys, in a combination of online and offline storage, which are the means by which you can securely approve a Digital Currency Transaction. As a result of our security protocols, it may be necessary for us to retrieve private keys or related information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Digital Currency Transaction.
4.19 We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from, or sell to, any third party (including other users of the Digital Currency Services). We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, any third party using Digital Currency transferred using the Digital Currency Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party.
4.20 We do not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. Generally, the underlying protocols are ‘open source’ and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee their functionality, security, or availability. You acknowledge and accept the risk that underlying software protocols relating to any Digital Currency you store in your Digital Currency Wallet may change.
4.21 In particular, the underlying protocols are likely to be subject to sudden changes in operating rules ("forks"), and such forks may materially affect the value, function, and/or the name of the Digital Currency you store in your Digital Currency Wallet. Where possible, we may provide you with notices or alerts on forks in accordance with this Agreement below and you must read such notices or alerts received from us to consider how to deal with upcoming forks.
4.22 However, it is your responsibility to make yourself aware of, and consider how to deal with, upcoming forks. In the event of a fork, there is a risk that we may need to temporarily suspend operations in relation to that fork without providing advance notice to you. We may, in our reasonable discretion, decline to support either or both branches of a fork. You acknowledge the risks presented by forks and you accept that we have no responsibility to assist you to move or sell an unsupported branch of a forked protocol.
4.23 All Digital Currencies held in your Digital Currency Wallet are custodial assets held by MANTRA DAO for your benefit. Among other things, this means: a. Title to Digital Currency shall at all times remain with you and shall not transfer to any company in MANTRA DAO. As the owner of Digital Currency in your Digital Currency Wallet, you shall bear all risk of loss of such Digital Currency. No company within MANTRA DAO shall have any liability for fluctuations in the fiat currency value of Digital Currency held in your Digital Currency Wallet. b. You control the Digital Currencies held in your Digital Currency Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Currency by sending it to a different blockchain address controlled by you or a third party. c. In order to more securely custody assets, MANTRA DAO may use shared blockchain addresses, controlled by a member of MANTRA DAO, to hold Digital Currencies held on behalf of customers. Although we maintain separate ledger accounting entries for customer and MANTRA DAO Accounts, no member of MANTRA DAO shall have any obligation to segregate by blockchain address Digital Currencies owned by you from Digital Currencies owned by other customers or by any member of MANTRA DAO.
5. Account Setup
5.1 To use the Digital Currency Services, you will need to register for a MANTRA DAO Account by providing your name, email address and a password and accepting the terms of this Agreement. By using a MANTRA DAO Account, you agree and represent that you will use the Digital Currency Services only for yourself, and not on behalf of any third party, unless you have obtained prior approval from MANTRA DAO in accordance with this Agreement. You are fully responsible for all activity that occurs under your MANTRA DAO Account. We may, in our sole discretion, refuse to open a MANTRA DAO Account for you, or limit the number of MANTRA DAO Accounts that you may hold or suspend or terminate any MANTRA DAO Account or the trading of specific Digital Currency in your account.
5.2 If, to the extent permitted within this Agreement, or as otherwise permitted by MANTRA DAO from time to time, you grant express permission to a third party to access or connect to your MANTRA DAO Account(s), either through the third party's product or service or through the Sites, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to MANTRA DAO Account(s) and any action of such third party shall be considered to be an action authorised by you. Further, you acknowledge and agree that you will not hold MANTRA DAO responsible for, and will indemnify MANTRA DAO from, any liability arising out of or related to any act or omission of any third party with access to your MANTRA DAO Account(s).
5.3 You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to start using the Digital Currency Services, including certain transfers of E-Money and Digital Currency, and the limits that apply to your use of the Digital Currency Services may be altered as a result of information collected on an ongoing basis.
5.4 The information we request may include certain personal information including, but not limited to, your name, address, telephone number, email address, date of birth, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number), customer type, customer role, billing type and other subscriber status details. In providing us with this or any other information that may be required, you confirm that the information is accurate and correct and you agree to keep us updated if any of the information you provide changes. We will treat this information in accordance with data protection principles provided for in this Agreement.
5.5 You authorise us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further services and/or before permitting you to engage in transactions beyond certain volume limits.
6. Payment Services
6.1 You can load funds into your E-Money Wallet using one of the payment methods available on the Sites, such as a credit or debit card or bank transfer (your E-Money Wallet will show loaded funds once we have received them). Loading of funds may be done manually, or as part of a recurring transaction that you set up on your MANTRA DAO Account. When funds are loaded into the E-Money Wallet you will be issued with E-Money that represents the funds you have loaded. MANTRA DAO will only hold funds received from users in a designated safekeeping account with a regulated financial institution. E-Money held in an E-Money Wallet will not earn any interest. Your E-Money Wallet may hold E-Money denominated in different currencies and we will show the E-Money balance for each currency that you hold.
6.2 You may purchase supported Digital Currency by using E-Money credited to your E-Money Wallet. To carry out a Digital Currency Transaction using E-Money, you must follow the relevant instructions on the relevant Sites. A Digital Currency Transaction using E-money should normally be settled no later than one business day after we receive your instructions. You authorise us to debit E-Money from your E-Money Wallet. Although we will attempt to deliver Digital Currency to you as promptly as possible, E-Money may be debited from your E-Money Wallet before Digital Currency is delivered to your Digital Currency Wallet.
6.3 You may sell Digital Currency in exchange for E-Money. You authorise us to debit your Digital Currency Wallet and credit your E-Money Wallet with the relevant amount of E-Money.
6.4 If we receive instructions from you to purchase Digital Currency using E-Money on a non- business day or after 5 pm (local time of the jurisdiction that you reside in) on a business day, we may treat those instructions as if they were received by us on the following business day.
6.5 When you give us instructions to carry out a Digital Currency Transaction using E-Money, you cannot withdraw your consent to that Digital Currency Transaction unless the Digital Currency Transaction is not due to occur until an agreed date in the future e.g. if you have set up Future Transactions. In the case of a Future Transaction, you may withdraw your consent up until the end of the business day before the date that the Future Transaction is due to take place. To withdraw your consent to a Future Transaction, follow the instructions on the relevant Sites.
6.6 If a payment to load funds into your E-Money Wallet is not successful, you authorise MANTRA DAO, in its sole discretion, either to cancel any related Digital Currency Transactions or to debit your other payment methods, including MANTRA DAO balances or other linked accounts, in any amount necessary to complete the Digital Currency Transactions in question. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, or similar fees charged by your payment provider.
6.7 You will be able to see your E-Money Wallet balance and your transaction history using the relevant Sites, including (i) the amount (and currency) of each Digital Currency Purchase, (ii) a reference to identify the payer and / or payee (as appropriate), (iii) any fees charged (including a breakdown of the fees), (iv) where there has been a currency exchange, the rate of exchange, and the amount (in the new currency) after exchange (where you are the payer) or the amount (in the original currency) before the exchange (where you are the payee), and (v) the debit or credit date of each Digital Currency Purchase (as appropriate).
6.8 You may redeem all or part of any E-Money held in your E-Money Wallet at any time by selecting the relevant option in the Sites and following the instructions. Unless agreed otherwise, funds will be transferred to the bank account you have registered with us. If this Agreement is terminated, we will redeem any E-Money remaining in your E-Money Wallet and transfer funds to the bank account you have registered with us. Prior to redeeming E-Money from your E- Money Wallet, we may conduct checks for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes. This may mean you are prevented or delayed from withdrawing E-Money until those checks are completed to our reasonable satisfaction in order to comply with our regulatory requirements.
6.9 Where a purchase of Digital Currency and / or redemption of E-Money is initiated from your E-Money Wallet using your credentials, we will assume that you authorised such transaction, unless you notify us otherwise. If you believe that a transaction using your E-Money Wallet has been carried out that you did not authorise (an "Unauthorised Transaction"), or if you have reason to believe that a transaction using your E-Money Wallet has been incorrectly carried out or is not complete (an "Incorrect Transaction"), you must contact us as soon as possible, and in any case no later than 12 months after the Unauthorised Transaction or Incorrect Transaction occurred.
6.10 It is important that you regularly check your E-Money Wallet balance and your transaction history to ensure any Unauthorised Transactions or Incorrect Transactions are identified and notified to us at the earliest possible opportunity. We are not responsible for any claim for Unauthorised Transactions or Incorrect Transactions unless you have notified us in accordance with this Section 6.9, in which case Section 7 below sets out our respective responsibilities. As further described in Section 7 below, we are not responsible for any claim for Unauthorised Transactions or Incorrect Transactions if you have acted fraudulently, intentionally or with gross negligence and this has resulted in the Unauthorised Transactions or Incorrect Transactions. During any investigation of any actual or potential Unauthorised Transactions or Incorrect Transactions, we reserve the right to suspend your MANTRA DAO Account to avoid further losses.
7. Refund Rights
7.1 If an Unauthorised Transaction occurs as a result of our failure, we will refund you the amount of that transaction by no later than the end of the next business day after becoming aware of the Unauthorised Transaction and restore your E-Money Wallet to the state it would have been in had the Unauthorised Transaction not taken place. Generally, you will not be liable for losses incurred after you have notified us of the Unauthorised Transaction or if we have failed at any time to provide you with the means for notifying us.
7.2 You will be liable for the first SGD50 of any losses you incur in respect of an Unauthorised Transaction which arises from the use of lost or stolen credentials (for example when you have failed to keep the login details for your MANTRA DAO Account secure), and if you are fraudulent, or you intentionally or negligently fail to carry out your obligations under this Agreement and this results in Unauthorised Transactions (for example, if you deliberately share your email and password with a third party, or are grossly negligent in keeping your email and password secure, you will be liable for all resultant losses incurred as a result of any such Unauthorised Transactions, not just the first SGD50. For the avoidance of doubt, this Clause is subject to the our absolute discretion.
7.3 Where there is a dispute between us and you regarding whether or not a transaction is an Unauthorised Transaction, we may (but are not obliged to) temporarily credit your E-Money Wallet whilst we settle the dispute. Where we determine that the transaction was authorised, we may reverse that credit and correct errors made in any statement of E-Money Wallet without prior notice to you, although please note that during this period your E-Money Wallet may be temporarily locked to avoid further Unauthorised Transactions. You will also be liable to us (as a debt) for any E-Money you have transferred which was temporarily credited to your E-Money Wallet.
7.4 Where an Incorrect Transaction is made as a result of our action or error we shall refund to you the amount of that transaction without undue delay and restore your E-Money Wallet to the state in which it would have been had the Incorrect Transaction not taken place. We will also endeavour to provide you with reasonable notice where possible. We will also pay any charges for which we are responsible, and for any interest which you can show that you have had to pay as a consequence of any Incorrect Transaction. Irrespective of our liability, on your request, we shall try to trace any Incorrect Transaction initiated by you free of charge. However, we cannot guarantee that we will be able to trace such transactions.
8. Suspension, Termination and Cancellation
8.1 We may: (a) refuse to complete, or block, cancel or reverse a transaction you have authorised (even after funds have been debited from your MANTRA DAO Account), (b) suspend, restrict, or terminate your access to any or all of the services, and/or (c) deactivate or cancel your MANTRA DAO Account with immediate effect for any reason, including but not limited to where: a. we reasonably believe that we need to do so in order to protect our reputation; b. we are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction; c. we reasonably suspect you of acting in breach of this Agreement; d. we have concerns that a transaction is erroneous or about the security of your MANTRA DAO Account or we suspect the services are being used in a fraudulent or unauthorised manner; e. we suspect money laundering, terrorist financing, fraud, or any other financial crime; f. use of your MANTRA DAO Account is subject to any pending litigation, investigation, or government proceeding and / or we perceive a heightened risk of legal or regulatory non- compliance associated with your MANTRA DAO Account activity; and / or g. you take any action that may circumvent our controls such as opening multiple MANTRA DAO Accounts or abusing promotions which we may offer from time to time.
8.2 We may also refuse to complete or block, cancel or reverse a transaction you have authorised where there is insufficient E-Money in your E-Money Wallet and / or insufficient Digital Currency in your Digital Currency Wallet to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction or if your credit or debit card or any other valid payment method linked to your MANTRA DAO Account or Digital Currency Wallet is declined.
8.3 If we refuse to complete a transaction and / or suspend, restrict or close your MANTRA DAO Account, and / or terminate your use of our services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and / or suspend your MANTRA DAO Account we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
8.4 We may suspend, restrict, or terminate your access to any or all of the services and/or deactivate or cancel your MANTRA DAO Account, without reason by giving you one months’ notice. Such provision of notice is at our absolute discretion. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your MANTRA DAO Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.
8.5 On termination of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which MANTRA DAO is subject in any jurisdiction, you are permitted to access your MANTRA DAO Account for: a. thirty (30) days thereafter for the purposes of transferring Digital Currency and/or your Digital Currency Wallet(s); and/or b. at any point in the one-year period commencing with the date of the termination of the Agreement for the purposes of transferring E-Money. You are not permitted to use the services or your MANTRA DAO Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Sites for you accordingly.
9. Relying on Information
9.1 We provide our websites as sources of general information only. We are not involved in giving professional advice here. The websites may not cover all information available on a particular issue. We would advise that you conduct your own checks or obtain professional advice relevant to your particular circumstances, outside of the websites.
9.2 We deal on an execution only basis and do not advise on the merits of particular transactions, or their taxation consequences.
9.3 Without prejudice to our foregoing obligations, in asking us to enter into any transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the transaction. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction. We give you no warranty as to the suitability of the products traded under these Terms and assume no fiduciary duty in our relations with you.
9.4 Where we do provide generic trading recommendations, market commentary or other information: a. this is incidental to your dealing relationship with us. It is provided solely to enable you to make your own investment decisions and does not amount to advice; b. we give no representation, warranty or guarantee as to the accuracy or completeness of such information or as to the tax consequences of any transaction.
10. Restrictions on Use of Materials
10.1 Unless otherwise indicated on the Sites, the Sites and all content and other materials on the Sites, including, without limitation, any logos and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Materials") are the proprietary property of MANTRA DAO or its licensors or users and are protected by Singapore and international copyright laws.
10.2 No Material from the Sites shall be reproduced, republished, uploaded, posted, transmitted or otherwise distributed in any way without our prior written consent. Graphics and images on the Sites are protected by copyright and may not be reproduced or appropriated in any manner without our prior written consent.
10.3 Modification of any of the materials or use of any of the materials for any other purpose will be a violation of copyright and other intellectual property rights.
10.4 The downloading of any software, including any files, images and data accompanying the software (hereinafter called "the software") from the Sites by you does not in any way transfer title of the software to you. You may not redistribute, sell, de-compile, reverse-engineer or disassemble or otherwise deal with the software nor create derivative works from the Sites or the materials thereon. Any unauthorized use of the Sites or the Materials thereon is strictly prohibited.
11. Sites Accuracy and Third Party Content
11.1 Access to services may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to buy or sell for periods of time and may also lead to support response time delays.
11.2 Although we intend to provide accurate and timely information on the Sites, the Sites may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
11.3 In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Sites are your sole responsibility and we shall have no liability for such decisions.
11.4 MANTRA DAO and its users may provide third party content on the Sites and may provide links to web pages and content that are not owned or controlled by MANTRA DAO (collectively the "Third Party Content") as a service to those interested in this information.
11.5 MANTRA DAO does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness.
11.6 You acknowledge and agree that we are not responsible or liable in any manner for any Third Party Content and undertake no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk. Your business dealings or correspondence with, or participation in promotions of, any third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third parties. MANTRA DAO is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such Third Party Content on the Site.
12. User Conduct and Obligations
Your access to the Sites is subject to the following restrictions and prohibitions on use. You agree that you shall not upload, post, transmit, share or otherwise make available through, or to, the Sites any content that: a. Is unlawful, abusive, threatening, harmful, obscene, lewd, offensive, defamatory, or otherwise objectionable. b. Might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others. c. Might violate any local, federal, or international law, or any rules of any securities exchange, either intentionally or unintentionally. d. Contains any viruses, trojan horses, time bombs, cancelbots, or any other harmful or disruptive computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment. e. Disrupt, disable, place unreasonable burdens or excessive loads on, interfere with, or attempt to gain unauthorised access to any portion of the Sites, or their computer systems, servers, or networks. f. Post or provide any information that that you know (or ought to know) is false or misleading, provide false information about yourself, impersonate any other person, or otherwise attempt to mislead others about your identity, your affiliation with any person or entity, or the origin of any content, message, or other communication. g. Upload, post, transmit, share, or otherwise make available any unsolicited or unauthorised advertising, solicitations, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation, bulk e-mail, or duplicative messages. h. Use any automatic or manual process to collect, harvest, gather, or extract information about other visitors to or users of the Sites, or otherwise systematically extract data or data fields, including without limitation any financial and/or currency data or e-mail addresses. i. Use the Sites for the purpose of gathering information for, or transmitting, unsolicited bulk commercial e-mail over the Internet to other users of the Sites or to other third parties. Internet e-mail sent to, or through, the computer systems of the Sites or to users of the Sites or to other third parties containing invalid or forged headers, invalid or non-existent domain names, or other deceptive addressing is deemed counterfeit. j. Provide access to or use of any portion of the Sites through any timesharing system, service bureau, the Internet, or any other technology now existing or developed in the future, except as specifically permitted in writing by MANTRA DAO. k. Redistribute any information and content, including but not limited to financial and currency data, in any manner whatsoever including without limitation by means of printed publication, fax broadcast, web pages, e-mail, web newsgroups or forums, or any other electronic or paper- based service or method, to any person, organisation, corporation or other entity, including within your own organisation or externally. l. Use any information and content, including but not limited to financial and currency data, for any purpose competitive with MANTRA DAO’s businesses which include, without limitation, providing raw currency data and currency rate conversion services. m. Present, archive, cache, frame, scrape, or mirror any information and content from any part of the Sites within another web site, except with express written permission from MANTRA DAO. n. Remove, obscure, or alter any notice of MANTRA DAO’s intellectual property rights present on or in the Sites, including but not limited to copyright, trademark, and/or patent notices. o. Copy, disassemble, decompile, translate, reverse engineer or otherwise reduce the Sites software or use any network monitoring or discovery software to determine the network and/or computer architecture, except as permitted by mandatory rules of applicable law that cannot be disapplied by contract. p. Remove, disable, defeat, or change any functionality or appearance of the Sites or intentionally alter the format in which financial and currency data is provided by MANTRA DAO or otherwise circumvent the Sites’ regular interfaces to such data; and embed or import any financial and currency data provided in, on or through the Sites into any information services (whether or not web-based), data files, or application software, including without limitation accounting and payroll systems, except as specifically permitted in writing by MANTRA DAO. q. Embed or import any financial and currency data provided in, on or through the Sites into any information services (whether or not web-based), data files, or application software, including without limitation accounting and payroll systems, except as specifically permitted in writing by MANTRA DAO. r. The foregoing prohibitions expressly include, but are not limited to, the practice of "screen scraping", or any other practice or activity the purpose of which is to obtain lists of data, portions of a database, or other lists or information from the Sites, in any manner or in any quantities not authorised in writing by MANTRA DAO.
13. Modifications to Terms and Conditions of Use
13.1 We reserve the right to change or modify the terms and conditions contained in these Terms or any policy or guideline of the Sites, at any time and in our sole discretion. We may provide notice of these changes by posting the revised Terms to the Sites and changing the "Last Revised" date at the top of the Terms, or by providing other means of notice as we will determine each time in our sole discretion. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Any changes or modifications will be effective immediately upon posting the revisions to the Sites, and will apply to your subsequent use of the Sites.
14. Limitation of Liability
14.1 If you have a dispute with one or more users of the services (other than MANTRA DAO), you agree that neither we nor our affiliates, subsidiaries or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.
14.2 You agree to indemnify us, our affiliates, subsidiaries and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and / or our enforcement of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
14.3 MANTRA DAO’s total aggregate liability to you for any individual claim or series of connected claims for losses, costs, liabilities or expenses which you may suffer arising out of, or in connection with, any breach by MANTRA DAO of this Agreement shall be limited to a maximum aggregate value of the combined value of the Digital Currency and E-Money on deposit in your E-Money Wallet and your Digital Currency Wallet at the time of the relevant claim. Where we are considering a specific claim relating to a specific transaction this sum shall be further limited to the purchase / sale amount (as relevant) of the transaction in dispute.
14.4 In addition to the liability cap above, in no event shall we, our affiliates, subsidiaries or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise: a. any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a buy or sell transaction properly, your damages are limited to no more than the combined value of the supported Digital Currency and E-Money at issue in the transaction, and that you may not recover for any "loss" of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell; b. any loss of, or damage to, reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; c. any loss of use of hardware, software or data and / or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital currency price data; any error or delay in the transmission of such data; and / or any interruption in any such data; and d. any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage).
14.5 The limitation of liability in this Section 14 is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractors’ negligence.
14.6 The services are provided on an "as is" and "as available" basis, with no further promises made by us around availability of the services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the Sites, any of the services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.
14.7 We make no representations about the accuracy, order, timeliness or completeness of historical Digital Currency price data available on the Sites. We will make reasonable efforts to ensure that requests for debits and credits involving bank accounts, credit and debit cards are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and cheque issuances are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
14.8 Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to you use and access of the services and Sites.
14.9 We are not liable for any breach of the Agreement, including delays, failure in performance or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.
16.1 If you have any feedback, questions, or complaints, contact us as provided below: Email: email@example.com Attention it to the “Data Privacy Officer” Office address: 103 Sham Peng Tong Plaza, Victoria, Mahe, Seychelles Attention it to the “Data Privacy Officer”
16.2 In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. A customer complaints officer ("Officer") will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided, and any information provided by MANTRA DAO.
16.3 Within 15 business days of our receipt of your complaint the Officer will address all points raised in your complaint by sending you an email in which the Officer will: (i) offer to resolve your complaint in the way your requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. In exceptional circumstances, if the Officer is unable to respond to your complaint within 15 business days for reasons beyond MANTRA DAO’s control, the Officer will send you a holding reply indicating the reasons for a delay in answering your complaint and specifying the deadline by which the Officer will respond to your complaint (which will be no later than 30 business days from our receipt of your complaint).
16.4 Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.
17. Governing Law and Jurisdiction
17.1 These Terms are governed by the laws of Singapore, and subject to the non-exclusive jurisdiction of the courts of the Republic of Singapore for any suit, action or proceeding arising out of these Terms.
17.2 If it has not been possible to resolve a dispute through the dispute process set out above, any dispute arising out of or in connection with this Agreement, including any question regarding the existence, validity or termination of this Agreement, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Singapore International Arbitration Centre, which are deemed to be incorporated by reference into this Section.
17.3 The tribunal shall consist of three arbitrators. The place and seat of the arbitration shall be Singapore. The language to be used in the arbitration proceedings will be English. The decision of the arbitrators will be final, binding and enforceable against you and us, and a judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. In no event will the arbitrators have the authority to make any award that provides for punitive or exemplary damages.
18. Data Protection
19.1 This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and MANTRA DAO as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and MANTRA DAO.
19.2 This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights licenses, interests and / or our obligations at any time, including as part of a merger, acquisition or other corporate reorganisation involving MANTRA DAO, provided that this transfer or assignment does not materially impact the quality of the services you receive. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
19.3 If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.
19.4 We may not always strictly enforce our rights under this Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.
19.5 This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.
19.6 In the event that MANTRA DAO is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, acquisition, sale, or other change of control.
19.7 All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, MANTRA DAO Account cancellation, debts owed to MANTRA DAO, general use of the Sites, disputes with MANTRA DAO, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.