This is a User Agreement between you and (also referred to herein as “User”) and Stella Global Services Limited, which sets out the terms and conditions that apply to and govern your use of the App (defined below) and the services described below and such other services that may be available to you therein from time to time, provided by Stella Global Services Limited and its affiliates and related body corporates.
By accessing, downloading, using or clicking on “I agree” to accept any App Services, you agree that you have read, understood and accepted all terms and conditions stipulated in this User Agreement alongside any other agreements you may be required to accept such as the Privacy Policy. In addition, when using some features of the App Services, you may be subject to specific additional terms and conditions applicable to those features.
In this User Agreement, the words “you” and “your” refer to you as the User, and includes the company, organization, or any other form of entity in which name your User Account is registered; “we”, “our” or “us” means Stella Global Services Limited, a company incorporated under the laws of the British Virgin Islands, and its affiliates, related body corporates, successors and assigns.
IMPORTANT NOTICE:
For avoidance of any doubt, we do not provide investment, tax, or legal advice, and you are solely responsible for determining whether any activity or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You may be able to acquire information about Supported Digital Assets, as well as Digital Assets not supported by us, via the App and/or from the Content, yet such information does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the Content as such. We do not recommend that any Digital Asset should be bought, earned, sold, or held by you. We will not undertake to or be held responsible/liable for the decisions you make to buy, sell, or hold Digital Assets based on the information that you may acquire from us. It is always your responsibility to check and confirm any and all risk statements disclosed via the App applicable before and when you are using or accessing any and all of the App Services.
1. Definitions. In this User Agreement,
“App” means the mobile application software that makes it available for download for Android or Apple iOS, which is being a platform through which you may access to and use the App Services and its updates, upgrades, supplements, releases and versions thereof (if any and where applicable).
“Applicable Law” means any laws of Singapore or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Agreement), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority.
“App Services” mean the Partner Services, Our Services and any features and additional services that may be available to you therein from time to time through the App.
“Authorized User” mean any person authorised by you from time to time to use the App Services.
“Content” refers to any information, images, links, sounds, graphics, videos, software, user interfaces, visual interfaces, computer code or other materials including quotes, news and research data that is available on the App.
“Credential(s)” means the unique login usernames, passwords and other security code(s) you use to create your User Account.
“Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
“Enabled Device” means the mobile communications or other device successfully registered by you for use in connection with the App and the App Services.
“Instructions” means all information, instructions, communications, orders or messages, whether automated or not, referrable to you.
“Our Services” means any service that Stella Global Services Limited and/or its affiliates may from time to time provide to you via the App.
“Partner” means the third party entity(ies) that provide(s) the Partner Services to you.
“Partner Account” means such account which the Partner may (if applicable) avail to you in connection with the Partner Services.
“Partner Services” means any service provided by a Partner that is available to you via the App from time to time.
“Service Instruction” means any instructions, communications, instructions, orders, messages, data, information or other materials from you or your Authorized User in relation to the App Services.
“Supported Digital Asset” means those particular Digital Assets listed as available to trade or custody in your App Wallet. For the purpose of this Agreement and any relevant Partner Terms, Supported Digital Asset(s) held in an App Wallet refers to the balance of such digital assets maintained by the App Wallet, and Services and supported assets may vary by jurisdiction.
“User Account” means the user account you registered with us for the App Services.
2. Acceptance and Amendments to the User Agreement
Your use of the App and the App Services is subject to the terms and conditions of this User Agreement. You will be responsible for all transactions made by you or, from our view, authorized by you or your Authorised User. By using the App and the App Services, you are deemed to have accepted and agree to be bound by the terms and conditions of this User Agreement. If you do not agree to be bound by this User Agreement, you should not access or use the App or any of the App Services. This User Agreement shall remain in force until your User Account is terminated.
We may amend or modify this User Agreement as well as other applicable policies at any time by posting the revised agreement on the App and/or providing a copy to you (a “Revised Agreement”). The Revised Agreement shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the App and/or any of the App Services after the posting of a Revised Agreement means and constitutes your acceptance of such Revised Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the App Services and close your User Account.
Certain App Services are subject to additional terms and conditions as we (or, where applicable, the relevant Partner) may prescribe and make available on the App or otherwise notify you. It is your responsibility to read and understand such additional terms and conditions before proceeding to use such certain App Services.
You acknowledge and accept that, to ensure the high compliance of the Services we provide, if you are a user within the United States, Services will be offered through our affiliate company, Legend Trading Inc, and, if you are a user within the European regions, Services will be offered through our affiliate company, Legend Financial UAB. The information you provide when registering as our user will be collected and securely shared within the reasonably necessary scope to the aforementioned entities that possess the required licenses and qualifications to provide the respective services. They will conduct a stringent review, and only upon successful review will you be able to use the related services, thus ensuring compliance for your use of the Services.
3. Eligibility
To be eligible to register a User Account and use any of the App Services, you must satisfy our eligibility criteria and undertake to warrant and represent as below: continuously and repeatedly
3.1 as a natural person, you are at least 18 years of age and you have the requisite power to form a binding agreement and perform your obligations in accordance with this User Agreement and Applicable Law;
3.2 as a legal person or organization, you have full legal capacity and authorization to enter into this User Agreement;
3.3 your entry into and performance of your obligations under this User Agreement does not and will not conflict with or violate Applicable Law;
3.4 you are not subject to any economic sanctions programs administered or enforced by any relevant country or government or international authority, including but not limited to the US Department of the Treasury's Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore;
3.5 you use the App Services only for your own benefits and you are not using them on behalf of or for the benefit of any third party;
3.6 you are not impersonating any other person, operating under an alias or concealing your identity.
4. Registration, Onboarding and Verification Procedures
4.1 Registration
You must register for a User Account to access to the App and to use the App Services. You will need to complete certain verifications procedures before you are permitted to use the App Services. Each User may register only one User Account.
4.2 Onboarding and User Verification
During registration for your User Account, or at any other time we deem necessary, you agree to provide us with the information we request for the purposes of identity verification, providing any service to you, and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing any service to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your User Account with us. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with Applicable Law. In providing us with this or any other information that may be required, you confirm that the information is complete, accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us and/or Partner(s) 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 inquiries, 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 inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.
We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy Applicable Law, regulation, sanctions programs, legal process or governmental request. Further, you authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to us or our service provider or Partner for as long as you have a User Account, solely to help them identify you or your wireless device and to prevent fraud. Please refer to our Privacy Policy and Cookie Notice for more detail on how we process your personal data and the rights you have respectively.
You are aware of and acknowledge that we (either directly or through a third party service provider) may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any App Services. Notwithstanding the foregoing, we may, in our sole discretion, refuse to open a User Account, or suspend or terminate any User Account.
5. Our Services
The App makes Our Services available to Users subject to this User Agreement and its relevant Appendix and in conjunction of certain additional terms and conditions referenced. Our Services comprise the following and may be updated from time to time:
5.1 hosted wallet (“App Wallet”) and custodian services that allow you to store Digital Assets with us;
5.2 Digital Asset conversion service under which you may convert Digital Asset into fiat currency(ies) (“Digital Asset Conversion”).
Please refer to Appendix 1 for Digital Assets Terms subject also to which you use Our Services.
6. Partner Services
6.1 The Partner Services are provided to you by our Partners. We may at our sole discretion decline to facilitate your procurement of or access to the Partner Services without specifying any reason.
6.2 Your use of Partner Services shall be subject to additional terms and conditions as the relevant Partner may prescribe (“Partner Terms”). The Partner Terms may be enforced by the Partner against you directly. If you do not agree to the Partner Terms you must notify the relevant Partner and us, and discontinue your use of the relevant Partner Service(s).
6.3 In addition to the Partner Terms, we may apply additional terms and conditions to your use of relevant Partner Services.
6.4 By using the Partner Services, you consent and agree to:
(i) us sharing information about you, your Authorized Users and your User Account with the relevant Partner as may be necessary for your to access the Partner Services; and
(ii) promptly act to fulfil and satisfy any reasonable request that we or the Partner makes to you in order to provide the Partner Services.
6.5 You understand and acknowledge that we do not endorse or provide any warranty in respect of any Partner Services and you agree that, to the fullest extent permitted by Applicable Law, in no event will we be responsible for any liabilities, losses, damages resulting from or in connection with your or your Authorized User’s use of and access to any Partner Service(s).
7. The App
The App gives you interactive access to App Services, including allowing you to perform one or more of the following actions:
7.1 view balance and transaction history of your App Wallet;
7.2 obtain instructions on how to load your App Wallet;
7.3 request for a Digital Asset Conversion;
7.4 obtain instructions and acquire support on how to use Partner Services;
7.5 view and change your App settings.
8. Access and Authorized Users
8.1 Access to the App and App Services may be available through different devices. The availability and features of the App and App Services may vary depending on the type, system specifications and configuration of the device. You acknowledge and agree that, in connection with your use of the App, you shall be, at your own cost and expense, responsible for the following:
(i) obtaining all necessary hardware, software and communications services necessary for your use of the App in accordance with this User Agreement;
(ii) installing antivirus or other mobile security software on your Enabled Device to protect against any security or other vulnerabilities which may rise in connection with your use of the App in accordance with this User Agreement; and
(iii) installing updates and patches for the App and your Enabled Device in a prompt and timely manner.
8.2 We may introduce new or different forms of authentication service for your access to the App and/or use of the App Services, and it is your obligation to satisfy such authentication requirements (either new or replaced) from time to time in order to access full function of the App and/or the App Services.
8.3 Your (full or partial) access to the App and/or App Service(s) may be declined by us without incurring any responsibility for loss, claim, liability, cost or expense arising out of such declines, if:
(i) your instructions are unclear, incomplete or potentially illegitimate;
(ii) your instructions have lapsed, been rendered invalid due to failure to satisfy the applicable conditions or are void/abandoned per Applicable Law;
(iii) your instructions cannot be processed due to any interruptions/disruptions that are beyond our reasonable control;
(iv) your access or us processing your instructions might expose us to adverse impact, legal proceeding/action or us being subject to regulations or licensing requirements;
(v) your failure to continuously comply with this User Agreement or any Partner Terms, or any rules applicable to you and your use of the App and/or the App Services.
8.4 You are responsible for ensuring that each of your Authorised Users is aware of and complies with this User Agreement, each other agreement which you may have with us relating to your or your Authorised Users’ use of the App and/or any App Services, and the Partner Terms.
8.5 You acknowledge that your access to the App and/or App Services may be limited and subject to Applicable Law of the jurisdiction you are located in. In no event will we be responsible for any fees, charges and expenses such as data roaming charges or any other such telecommunication charges or such possible charges may be imposed on you in connection with the access and use of the App and the App Services.
8.6 If you have authorised any person to give instructions on your behalf, you will be responsible for their actions and/or omissions, including any liabilities and losses arising from any payments or transactions initiated or effected from your User Account which they may undertake or authorise.
8.7 Although we strive to provide you with excellent service, we do not represent that the App or any service will be available without interruption and we do not guarantee that any order/instruction/transaction will be executed, accepted, recorded, or remain open. We shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from user support.
8.8 We will always treat your instructions as final, irrevocable and unconditional when we receive them through the App. We will be entitled to yet not be obliged to effect such instructions without your further consent and notice to you.
9. Prohibited Activities
You understand and agree to that you shall not (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):
9.1 use the App and/or App Services to conduct electronic spamming;
9.2 use the App and/or App Services to perform unlawful or immoral activities (including but not limited to money laundering, terrorist financing or any fraudulent activities);
9.3 use the App to upload content that contains or may contain viruses, malicious codes, immoral or illegal content;
9.4 modify or adapt the whole or any part of the App or combine or incorporate the App into any other programme or application;
9.5 disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the App or any components thereof;
9.6 use the App and/or App Services in any manner that would or may potentially lead to any infringement (including any possible claim) of our intellectual property rights or those of the Partner(s) or any third party;
9.7 use the App and/or App Services in any manner that would or may potentially harm or interfere with other users or our reputation or reputation of the Partner(s) or any third party;
9.8 engage in any other activities that we consider inappropriate which is or may be in contravention of Applicable Law; or;
9.9 engage in any activity that is of the similar or same nature or characteristic to the listed herein.
10. Benefits
We may, at our sole and absolute discretion, offer benefits to you for using of the App Services and/or Partner Services. The specific terms and conditions of such benefits will be described and detailed in the App, and it is your obligation and responsibility to check these terms and conditions before deciding and confirming to participate in a benefit program. We reserve the right to adjust any part of the benefit terms and conditions or to introduce new benefits without prior notice, and the final right of interpretation. The benefits may include rewards for referrals and any other items that we may offer (or that your find available for you) via the App. You may be required to make separate application to obtain some benefits.
11. Fees
11.1 We may charge fees for the App Services (“Fees”). The Fees are as described under this User Agreement and/or on the App. The Fees will be notified to you via the App, via an order form/page when you subscribe a service, or as otherwise separately agreed with you.
11.2 You hereby irrevocably authorize us to deduct Fees from your applicable account. If you fail to settle the Fees as due and required, we will be entitled to charge a late fee and interest on the overdue amount and have a right to suspend your access to the App or use of the App Services until the overdue amount is paid in full.
11.3 The Partner(s) may separately charge you fees for using the Partner Services, subject to the Partner Terms. It is your sole responsibility to check, confirm and settle such fees with the Partners.
12. Data Protection and Security
12.1 You understand and acknowledge that we may control and process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to any other associated individuals, in connection with this User Agreement, or the App, or the App Services. Hence, you hereby represent and warrant that:
(i) your disclosure to us of any personal data relating to yourself or any individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed;
(ii) before providing any such personal data to us, you have read and understood our Privacy Policy, and, in the case of personal data relating to any individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and if from time to time we provide you with a replacement version of the Privacy Policy.
12.2 You shall promptly and effectively notify us at support@stellapay.io without undue delay upon discovering that there has been or is a possibility of being:
(i) any inappropriate or unauthorized disclosure of and/or use of your Credentials and/or service data; or
(ii) any inappropriate or unauthorized access to and/or use of any of the App Services effected using your Credentials and/or service;
(iii) any circumstance where you discover your Enabled Device is lost or stolen or has been accessed or used in an unauthorized way; or
(iv) any other circumstances of such a suspicious kind or nature.
12.3 In addition to the foregoing, where your Enabled Device and/or Credentials have been accessed or used in any unauthorized manner, you shall always, at your earliest possible, reset your Credentials, and you may always seek support from us.
12.4 You are responsible for implementing all necessary security measures to protect your User Account. Please note that all activities performed under your User Account will be considered as authorized. We will not be liable for any loss resulting from your User Account being compromised.
12.5 We shall always retain and reserve any right and discretion to decline providing you with any service where we have reasons to believe that you or any of your Authorized Users do not intend to use the App or App Services responsibly.
12.6 Prompt reporting and/or resetting Credentials does not guarantee that we will assume any liability or reimburse you for any losses suffered as a result of the foregoing.
12.7 We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Always log into your User Account through the App to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
13. General Obligations
13.1 Limited License, and Content.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferrable, freely revocable license to access and use the App, the App Services, and Content solely for the purposes approved by us from time to time. All right, title, and interest in the App, the App Services, or Content is exclusively the property of us and our licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part without our prior written consent. We reserve all rights not expressly herein in the App, and we reserve the right to terminate this license freely at any time without assigning any reason.
13.2 Third Party Content.
(i) Third Party Service Providers. You understand that we engage third-party service providers to provide the necessary services and supports required to run the App and enhance the products/services provided and/or promoted.
(ii) The App may provide and contain links to other websites and/or online resources, which are provided only as a convenience, and the inclusion of which is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us of any information contained therein. We do not control such sites and/or resources, and in no event shall we be responsible for the information contained on any third-party sites and/or resources, and/or your use of or inability to use them or part of them. You should also be aware of that the terms and conditions and privacy policy of each such site/resource will be different from those applicable to your use of the App, and you will be bound by them. You should contact the operator of the applicable site/resource for any information regarding that site’s terms and conditions and/or privacy policy.
(iii) You agree that your access to and/or use of such linked websites is entirely at your own risk and subject to the applicable Partner Terms and such other terms and conditions of access and/or use contained therein.
13.3 Intellectual Property Rights. You agree and acknowledge that:
(i) our trademarks and logos, and any other logos, service marks, product names and other proprietary materials used in the App are the property of ours, or the Partners or other applicable third party licensors (collectively, the “Trademarks”);
(ii) the intellectual property rights in and to the App Services are either owned by us or licensed to us by Partners or other applicable third party licensors;
(iii) other than the license expressly granted to you in this User Agreement, no other rights are granted to you in respect of either the Trademarks, the App or the App Services.
13.4 Suspension, Termination, and Cancellation
(i) We may suspend, restrict, or terminate your access to any or all of the App Services, or cancel your User Account, with immediate effect for any reasons at our sole discretion and is under no obligation to disclose the details of our decision to take such action with you.
(ii) You will be permitted to transfer your Digital Assets associated with your App Wallet within reasonable period of time after deactivation or cancellation of your User Account unless such transfer is otherwise prohibited under Applicable Law (including applicable sanction programs) or by a facially valid subpoena or court order, subject also to the particular rules governing deactivation or cancellation of User Account. You may cancel your user Account by contacting our User Support Centre, and your will be required to pay any outstanding amounts owed to us, and you hereby authorize us to cancel or suspend any pending transactions at the time of account cancellation.
(iii) We may discontinue or change any product, service, or feature, in its sole discretion, at any time. We will provide you with prior notice of material changes, discontinuation, or the transfer related to a product, service, or feature, to the extent required or applicable.
(iv) We assume no liability for any of your losses, costs, claims, expenses, fees or damages suffered or incurred in connection with blocking, suspension, cancellation or termination of your access to the User Account and/or the App Services in accordance with this User Agreement.
14. Our Rights
If we, in our sole discretion, believe that you or your Authorized Users may have breached any provision of this User Agreement or any applicable Partner Terms or any other agreements confirmed for the purpose of the App Services (including but not limited to the Privacy Policy), we may act to protect ourselves, other users of the App, our Partner(s) and third parties, specifically include but is not limited to:
14.1 closing, suspending, or limiting your access to your User Account;
14.2 taking legal action against you;
14.3 terminating this User Agreement
14.4 blocking, terminating or revoking access to any other product or service offered to you via the App;
14.5 pending or reversing your transaction via the App.
15. Disclaimer of Warranty
THE APP, THE APP SERVICES AND ANY INFORMATION AND CONTENT ARE PROVIDED ON AN “AS IS” “WHERE IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE APP, ANY PART OF THE APP SERVICES, OR ANY OF THE MATERIALS AND CONTENT CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. WE DO NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS USER AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE APP SERVICES AND THE APP. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, OR ANY ERROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (II) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE APP, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF THE APP SERVICES OR ANY PARTNER SERVICES; (III) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE APP, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF THE APP SERVICES; OR (IV) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR USER ACCOUNT.
16. Liability and Indemnification
16.1 IN NO EVENT SHALL WE OR ANY OF OUR REPRESENTATIVES BE LIABLE TO YOU: FOR ANY LOSSES OR DAMAGE OR CLAIMS (i) DUE TO AN UNUSUAL OR UNFORSEEABLE EVENT, OUTSIDE THE REASONABLE CONTROL OF US AND THE CONSEQEUNCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED (INCLUDING BUT NOT LIMITED TO FORCE MAJEURE, EVENTS OF WAR OR CIVIL UNREST, NATURAL DISASTERS, STRIKE, LOCK-OUT, TRAFFIC DISRUPTION, ACTS OF DOMESTIC OR FOREIGN GOVERNMENTAL AUTHORITIES); (ii) ARISING FROM OR IN CONNECTION WITH: (A) ANY DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE APP OR APP SERVICES; (B) ANY DECLINE OF SERVICE REQUEST; (C) YOUR INABILITY TO EFFECT OR COMPLETE ANY TRANSACTION DUE TO SYSTEM MAINTENANCE OR BREAKDOWN / NON-AVAILABILITY OF THE APP, NETWORK, OUR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES (INCLUDING PARTNERS); (D) USE OF YOUR ENABLED DEVICE AND THE APP SERVICES BY THIRD PARTIES, WHETHER AUTHORIZED OR UNAUTHORIZED BY YOU; (E) ANY THEFT OR LOSS OF YOUR ENABLED DEVICE; (ii) CAUSED BY US DUE TO COMPLIANCE WITH APPLICABLE LAWS, COURT ORDERS, AND/OR CARD NETWORK RULES; AND (iii) ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THIS USER AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.2 You agree to indemnify and hold us, each of our affiliates and Partners, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this User Agreement and other agreements/rules binding your use of the App and/or the App Services; (ii) your use of the App, App Services; (iii) your violation of any rule or regulation, or the rights of any third party; and (iv) any transactions resulted from your wilful default, fraud, gross negligence or breach of this User Agreement as well as Partner Terms.
16.3 All claims against or disputes that you may have with a Partner are to be settled to be settled directly and independently between you and the relevant Partner. You agree that you will not claim against us in this respect.
17. User Support Centre, Queries and Complaints
If you have any feedback, questions, support request, query or complaints, please contact us via our User Support Centre:
Address: User Support Centre
Email: support@stellapay.io
18. General Provisions
18.1 Assignment. We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the App Services. In the event that we are 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 as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under this User Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, this User Agreement shall be binding on your successors, heirs, personal representatives, and assigns.
18.2 Severability. In the event that any provision of this User Agreement is unenforceable under Applicable Law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this User Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this User Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
18.3 Waiver. This User Agreement shall not be waived in whole or in part except where agreed by all parties in writing. The delay of enforcement or the non-enforcement of any of the terms of this User Agreement by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of this User Agreement and no right, power or remedy conferred upon or reserved for any party in this User Agreement is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
18.4 Relationship of the Parties. Nothing in this Agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and we are independent contractors for purposes of this Agreement.
19. Governing Law and Jurisdiction
This Agreement and contractual relations covered by this this Agreement and any claim arising from this Agreement will be governed by and interpreted in accordance with the laws of the Republic of Seychelles without regard to conflicts of law principles.
In the event of any dispute arising in connection with this Agreement, such dispute shall be referred to and resolved by a court located in the Republic of Seychelles.
Appendix 1 Digital Asset Terms
BEFORE YOU START
BY ACCESSING THE APP AND MAKING USE OF SERVICES YOU ACKNOLEDGE AND AGREE THAT, INTER ALIA, 1) THE TRADING OR HOLDING OF COINS, TOKENS, CRYPTOCURRENCIES, DIGITAL CURRENCIES, OR DIGITAL ASSETS OF THE LIKE INVOLVES SIGNIFICANT RISKS, THE LOSSES CAN BE SUBSTANTIAL AND ANY LOSS AND LIABILITY YOU INCUR IS NOT INSURABLE. YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF THE ABOVEMENTIONED DIGITAL ASSETS AND THEIR DERIVATIVES; 2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF SERVICES AND TRANSACTIONS OF THE ABOVEMENTIONED DIGITAL ASSETS AND THEIR DERIVATIVES; AND 3) WE SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES RESULTED THEREFROM.
These terms and conditions (“Digital Assets Terms”), in addition and subject to the User Agreement, are between you and Stella Global Services Limited and its applicable affiliate companies and govern your use of Our Services.
You acknowledge and accept that, to ensure the high compliance of Our Services we provide, if you are a user within the United States, Our Services will be offered through our affiliate company, Legend Trading Inc, and, if you are a user within the European regions, Our Services will be offered through our affiliate company, Legend Financial UAB. The information you provide when registering as our user will be collected and securely shared within the reasonably necessary scope to the aforementioned entities that possess the required licenses and qualifications to provide the respective services. They will conduct a stringent review, and only upon successful review will you be able to use the related services, thus ensuring compliance for your use of Our Services.
1. Our Services
1.1 App Wallet and Custodian Services
As part of your User Account, we will provide qualifying users with an App Wallet, which is a hosted wallet by us for holding and storing your Supported Digital Assets with us.
Your App Wallet allow you to store, track, and manage your balances of Supported Digital Assets. You App Wallet is intended solely for proper use of Supported Digital Assets as designated on the App. Under no circumstances should you use your App Wallet to hold any Digital Assets other than the Supported Digital Assets, and you should not attempt to use your App Wallet to hold, receive or request any Digital Assets other than the Supported Digital Assets. If you attempt to receive or hold Digital Assets in your App Wallet that are not supported by us, or someone attempts to send such unsupported Digital Assets to you (including via an airdrop), they will be permanently lost. We are not responsible or liable to you for any losses or damages which may incur as a result of any attempt to use the App Wallet with any Digital Asset that we do not support. We may in our sole discretion terminate support for any particular Digital Asset, the list of Supported Digital Assets at any given time can be found in the App.
You acknowledge and agree that other than as set forth in the User Agreement supplemental protocols are excluded from Supported Digital Assets and that we have no liability for any losses related to supplemental protocols.
All Supported Digital Assets held in your App Wallet are custodial assets held by us for your benefit, as described in further detail below:
a) Title to Supported Digital Assets shall at all times remain with you. All interests in Digital Assets we hold for App Wallet are held for Users, and are not subject to claims of our creditors. You, as owner of the Supported Digital Assets in your App Wallet, shall bear all risk of loss of such Supported Digital Assets. We shall assume no liability for Supported Digital Assets fluctuations or loss. We may not grant a security interest in the Supported Digital Assets held in your App Wallet. Except as required by law, or except as provided herein, we will not sell, transfer, loan, hypothecate, or otherwise alienate Supported Digital Assets in your App Wallet unless instructed by you.
b) Subject to paragraph a) above, any balance in your App Wallet represents your ownership of the amount of each type of Support Digital Assets shown. We combine your Supported Digital Assets balance with the Supported Digital Assets balances of other users and hold those Supported Digital Assets in one or more omnibus accounts, directly or with a Service Provider. We keep a record of your interest in any omnibus account based on the amount of each type of omnibus that is reflected in your balance.
c) None of the Supported Digital Assets in your App Wallet are the property of, or shall or may be loaned to, us; we do not represent or treat assets in User’s App Wallet as belonging to us. We voluntarily make these Supported Digital Assets available to our creditors in the event of bankruptcy.
1.2 Digital Asset Conversion Transaction
The App and Our Services allow you to convert Supported Digital Assets into fiat currency(ies), and vise versa, i.e., to sell your Supported Digital Assets (“Digital Asset Transactions”), and/or to convert the fiat currency(ies) held in your Card Account into Supported Digital Assets (“Cash-out Transaction”), collectively as “Digital Asset Conversion Transaction”. When you sell your Supported Digital Assets in your App Wallet, we will deliver the proceeds from the sale to your Card Account, which may be used to pay for purchases, subject to this User Agreement as well as the Cardholder Agreement.
As for a Digital Asset Conversion Transaction, we will first show you the amount of money for which the Supported Digital Assets would be sold/purchased. Because the price of Supported Digital Assets fluctuates, the price we provide will only be valid for a limited time. If the price we provided expires, you won’t be able to complete your transaction at that price. If you still want to initiate and execute a transaction, we will provide you with updated pricing information. The updated price you see may be much lower (or higher if it is a Cash-out Transaction) than a price that just expired. This is because Digital Assets are inherently volatile. It is your responsibility to carefully read and understand the RISK DISCLOSURES (as provided below) for more information. Once you confirm your transaction, we will execute your sale accordingly. Once you confirm your sale/purchase, your Digital Asset Conversion Transaction shall be reversible. If we cannot complete any of your Digital Asset Conversion Transactions for any reason (such as price movement, market latency, or order size), we will reject the sale/purchase and notify you of such rejection. Once your Digital Asset Transaction is complete, you may see your proceeds of the sale in your Card Account balance, and upon completion of your Cash-out Transaction, you may see the Digital Assets you purchased in your App Wallet.
2. RISK DISCLOSURES
All transactions involving Digital Assets involve certain risks. In this regard, once submitted to a blockchain network, such a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the blockchain network. A transaction is not complete while it is in a pending state. Any Digital Assets transfers from external wallet address, that are in a pending state will be designated accordingly, and the relevant Digital Assets will not be included in your App Wallet or be available to conduct a Digital Asset Conversion Transaction.
In any transfer of Digital Assets, there is always a risk that the Digital Assets can be lost due to the collapse of the community that supports Digital Asset transfers, or the failure or bankruptcy of the issuers and/or managers of that Digital Asset. In such scenarios, your Digital Assets can lose significant value and/or be lost entirely if there are in a pending state of transfer.
We are not responsible for the market of Digital Assets, and we make no representations or warranties concerning the real or perceived value of Digital Assets as denominated in any quoted currency. Although we may provide historical and/or real-time data regarding the price of Digital Assets, including graphs displayed within the App showing the price fluctuations of Digital Assets, such data or graphs are for reference only. We make no representations regarding the quality, suitability, veracity, usefulness, accuracy, or completeness of such data or graphs, and you should not rely on such data or graphs for any reason whatsoever. You understand and acknowledge that the value of Digital Assets can be volatile, and you agree that we are not in any way responsible or liable for any losses you may incur by holding or trading Digital Assets, even if Our Services were delayed, suspended, or interrupted for any reason.
Your App Wallet is not a depository account. Funds stored in your App Wallet do not earn any interest and they are not protected by any government-backed depositor compensation, insurance or guarantee scheme.
The risks disclosed in this Appendix regarding Digital Assets are not comprehensive and do not reflect all of the risks (or other important factors) you should well consider before using the App Services.
3. Loading to Your App Wallet
You may load Digital Asset(s) to your App Wallet by effecting a transfer of such Digital Asset from an external digital asset wallet to your App Wallet address, which will be available on the App under your User Account.
When you load Digital Asset(s) to your App Wallet from an external digital asset wallet, the person sending the Digital Assets is solely responsible for properly executing the transfer on the cryptocurrency network. You acknowledge and agree that it is your responsibility to ensure that: i) the correct destination wallet address of your App Wallet as indicated on the App is entered when effecting a transfer of Digital Asset from an external digital asset wallet, and ii) only the Supported Digital Assets will be transferred to your App Wallet. You further acknowledge and fully understand that i) the transfer of any Digital Asset to an incorrect destination wallet address (i.e., any wallet address other than the correct address for your App Wallet, or effected without an address) , or ii) transfer to your App Wallet of any type of Digital Asset that is not supported by us, will result in irreversible loss of such Digital Asset, for which we shall bear no liability.
We will review the Digital Assets sent to you, including for risk holds, sanctions screening, and other compliance and risk considerations. Digital Assets will not be credited to you until they pass our risk and compliance review. Digital Assets credited to your App Wallet can still become subject to subsequent holds or claims, including holds that limit your ability to transfer or sell Digital Assets, or transfer the proceeds from the sale of the Digital Assets.
A transfer of Digital Asset to your App Wallet is only deemed to be confirmed when the balance of your App Wallet has been updated to reflect such transfer.
We reserve the right to reject any transfer of Digital Asset to your App Wallet. In such a circumstance, the relevant Digital Asset will not be credited to your App Wallet and we will effect a transfer of the same amount of the relevant Digital Asset, less any applicable fees, back to the wallet address from which it was sent.
4. Operation of Digital Asset Protocols, Forks and Airdrops
The technology that creates cryptocurrency, including your Digital Assets, is typically governed by underlying software protocols that are open source, which means that anyone can use, copy, modify or distribute them. We do not currently own or control the underlying software protocols and these software protocols can change suddenly and unexpectedly in a way that has a significant impact on your Digital Assets. Because we don't control this technology, we are not responsible for the operation of the underlying software protocols and cannot guarantee the continued functionality, security or availability of any Digital Asset. Without assuming any responsibility, we, however, will only support those assets for which we have performed the necessary due diligence.
The underlying protocols may be subject to sudden changes in operating rules that are outside our controls (including “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Assets in your App Wallet or other wallet. A fork may result in multiple versions of a Digital Asset, and each version could have a very different, and possibly lower, value than your Digital Asset before the fork. We do not control the timing and features of these operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by us in determining whether to continue to maintain a User Account with us for the affected Digital Asset.
In the event of any such operational change, we reserve the right to take such steps as may be necessary to protect the security and safety of assets held in App Wallet, including without limitation, temporarily suspending operations for the involved Digital Asset(s), amending Our Services, etc., we will endeavor to provide you notice of our response to any material operating change; however, such changes are outside of our control and may occur without notice to us. Our response to any operating change is subject to our sole discretion and may include deciding not to support any new Digital Asset, fork, or other actions. You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that we are not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that we have sole discretion to determine our response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols. You further acknowledge and accept that we have no responsibility to support new Digital Asset forks or operating changes for Digital Assets.
If we determine not to support a fork or operating change, you may never get access to the assets governed by that fork or software protocol.
When there is a distributed or attempted distribution where App Wallet receives or is allocated a certain amount of the same or another Digital Asset (“Airdrop”), we may temporarily suspend any of Our Services or any Digital Asset for an extended period of time (with or without notice to you) until we have determined that such functionality can be restored. This could occur with potentially little or no warning and your ability to use the App Services or Digital Assets may be limited and subject to the Airdrop.
Upon becoming aware of an Airdrop and to the extent that we have any rights or are able to take any action, we may, in our sold discretion, determine whether to credit any Digital Assets and/or benefits received by us to a User Account or participate in an Airdrop, and upon what terms to do so, such decision regarding the Digital Assets and/or benefits remains with us at all times. We will not be liable to you for failure to credit any Digital Asset and/or benefits to you or participate in any Airdrop. If we do not support an Airdrop, we may claim such Airdrop and any Digital Asset and/or benefits in relation to it, for our own benefit (unless it is unavoidable or impractical to avoid based on the means of distribution). Where due to an Airdrop, any airdropped Digital Assets and/or benefits in respect of any Digital Assets have been received by you directly, we may claim such airdropped Digital Assets and/or benefits from you and you agree to return such airdropped Digital Assets and/or benefits to us. You further agree that any Digital Assets and/or benefits in relation to an Airdrop does not create or represent any relationship between us and the sender and/or the related Digital Asset network, and that we are not subject to any obligations whatsoever as they relate to the sender and/or the related Digital Asset network.
5. Other provisions applicable to Our Services
We reserve all and any right to, in our sole discretion, refuse to process or to cancel any pending request/instruction from you for any Digital Asset transfer to load your App Wallet, Digital Asset Conversion Transaction, including but not limited to for purpose of compliance with Applicable Law.
We securely store Digital Asset private keys, which are used to process transactions, in a combination of online and offline storage. 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 Digital Asset Conversion Transactions in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Digital Asset Conversion Transactions.
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your receipt or transfer of Digital Assets, and/or to the Digital Asset Conversion Transactions you conduct, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your Transaction History is available through the App. We are not obligated to, nor will we determine whether, and to what extent, taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction.
6. Unauthorized Transactions, Errors and Support
Unauthorized Transaction.
When a Digital Asset Conversion Transaction occurs using your Credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was unauthorizedly carried out (including which has been made without your permission using your Credentials or by other means), you must contact us AT ONCE at our User Support Centre, by sending us an email addressing explicitly your questions and issues. You could lose all the Digital Assets in your App Wallet. It is important that you regularly check your App Wallet, Card Account and any other wallets accessible through the App and your transaction history to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. Reporting an unauthorized transaction does not guarantee we will be able to reverse the transaction or reimburse you for the transaction.
It is NOT an Unauthorized Transaction if you grant authority to someone to use your App Wallet (by giving them your User Account login information/Credentials) and they exceed the authority you gave them. You are responsible for transactions made in this situation unless you have previously notified us that you no longer authorize transfers by that individual.
Errors.
Below may be considered as an Error:
a) We either take an incorrect amount of Digital Assets from your App Wallet or place an incorrect amount into your App Wallet.
b) You are credited an incorrect amount of balance when you convert your Supported Digital Assets (including for Card Account).
c) A transaction related to your Supported Digital Asset is missing from or not properly identified in your Account Statement.
d) We make a computational or mathematical error related to your App Wallet/User Account.
If you believe there has been an error about your User Account or App Wallet, contact us at our User Support Centre, by sending us an email addressing explicitly your questions and issues.
We may require you to provide us with additional information and documentations in relation to the reported error or unauthorized transaction.
7. Transaction History and Account Information
You will be able to see your App Wallet balances using the App by logging into your User Account. You can also see your transaction history using the App, including (i) the amount (and currency) of each Digital Asset Conversion Transaction; (ii) a reference to the identity of the payer and/or payee (as appropriate); (iii) any fees charged; (iv) if applicable, the rate of exchange, and the amount (in the new currency) after exchange (where you are the payer); and (v) the date of each Digital Asset Conversion Transaction.
8. Reversals and cancellations
You cannot cancel, reverse, or change any transaction marked as complete or pending.
Appendix 2 Stella Card Terms
When you hold Supported Digital Assets in your App Wallet, you may be given the option to apply for a Stella Card (“Card”) issued by our licensed Partner (“Partner Issuer”).
To use the Card, you must agree to these Card Terms (“Card Terms”) set out below and to the Stella Card Cardholder Agreement with Partner Issuer (“Cardholder Agreement”).
These Stella Card Terms govern the basis upon which StellaPay will provide you with the Card and your use of the Card, including within the StellaPay App. The Card is issued to you by Partner Issuer and should be read in conjunction with the Cardholder Agreement and this User Agreement.
1. About The Card. The Card can be used to purchase goods and services from merchants at point-of-sale terminals, over the telephone, online, or on payment platforms, or withdraw cash from automated teller machines (“ATMs”) that accept Visa cards (“Card Transactions”). Pursuant to the terms of your Cardholder Agreement, you may use the Card to make various Card transactions (“Card Services”).
2. Applying for the Card. If you apply for a Card, you will be required to provide certain personal information. You agree that we may share personal information you previously provided to us under the User Agreement to verify your identity, with Partner Issuer solely to verify your identity or address, and/or to manage risk as required under applicable law. Personal information shared with the Partner Issuer will be treated in accordance with its Privacy Policy. If you do not provide this information, or if Partner Issuer is unable to verify your identity with the information provided by us, your application for a Card will not be considered. We may refuse to facilitate processing of your application through Partner Issuer if we determine in our sole discretion that you are in breach of the terms of the User Agreement. Also, the shipping of a physical Card will only take place at your application and confirmation by Partner Issuer.
3. Activating the Card. You must sign a physical Card as soon as you receive it and must activate the Card to be able to use it. Activation instructions are set out on the packaging that the Card is attached to and within the App. A virtual Card can be used immediately upon receipt and does not need to be activated. You may always contact our User Support Centre for instructions and assistance.
4. Using the Card.
1) You agree that you will use the Card in accordance with these Card Terms, this User Agreement, and the Cardholder Agreement.
2) Your consent will be required in order to use the Card to make a Card Transaction. You may give your consent in different ways depending on the type of Card Transaction that you are trying to make and the information required by the merchant or ATM.
5. Errors and Unauthorized Transactions. If you believe your Card has been lost or stolen, or that an error or unauthorized transaction has occurred, you should contact our User Support Centre. We will not be liable for unauthorized transactions. See sections under the Cardholder Agreement for more information regarding your liability for unauthorized transactions and resolution guidelines for errors and disputes.
6. Limits and Available Spend. In conjunction with and addition to the terms and conditions under the Cardholder Agreement, we may impose further spending/usage limits for the Card according to our underwriting criteria and risk analysis procedures.
7. Refunds. If you are entitled to a refund for any reason for goods or services obtained with your Card, the refund shall be processed in accordance with the Cardholder Agreement.
8. Information Regarding Card Transactions. You may find details regarding Card Transactions that you have executed by accessing the relevant features available on the App.
9. Restriction, Suspension, and Termination. Card Transactions or your Card use may be restricted, suspended or terminated with immediate effect in situations where:
1) We are, in our reasonable opinion, required to do so by contract or by Applicable Law or any court or other authority to which we are subject in any jurisdiction;
2) We reasonably suspect you of acting in breach of these Card Terms (including any provision of this User Agreement), or the Cardholder Agreement;
3) We have concerns that a Card Transaction is erroneous or about the security of your Card or your User Account or we suspect App Services are being used in a fraudulent or unauthorized manner;
4) We suspect money laundering, terrorist financing, fraud, or any other financial crime;
5) Use of your User Account/Card 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 User Account activity; or
6) You have insufficient Supported Digital Assets in your App Wallet to deposit into your Card Account to cover the price for a relevant Card Transaction.
10. Your Card and Your App Wallet. By authorizing transactions, you can exchange between Supported Digital Assets in your App Wallet and the balance of your Card Account, such transactions shall be in accordance with this User Agreement and the Cardholder Agreement.
11. These Card Terms and the Cardholder Agreement.
In the event of a conflict between this User Agreement, including these Card Terms, and the Cardholder Agreement, the provisions of the Cardholder Agreement shall prevail governing your application, use and cancellation of a Card.
12. Our Role. We are responsible for facilitating your sale or purchase of your Digital Asset (“Digital Asset Services”) when applicable, transferring funds to your Card Account to enable payments to merchants for the purpose of the Cardholder Agreement.
13. Our Liability. This section operates in addition to any limitation of liability expressed elsewhere in this User Agreement.
1) We will not be liable to you for any loss arising from: a) a merchant refusing to accept a Card; b) any breach by us of the User Agreement due to abnormal or unforeseen circumstances beyond our reasonable control, which would have been unavoidable despite our efforts to stop it; c) Partner Issuer restricting, suspending, or terminating a Card or refusing to issue or replace a Card in accordance with these Card Terms; d) Partner Issuer declining a Card Transaction that you make or attempt to make using a Card; e) we restricting, suspending, or terminating your App Wallet, or any related services; or f) our compliance with any applicable laws and regulations.
2) We will not be liable for the goods or services that you purchase from a merchant using a Card.
3) Where a Card is faulty, our liability shall be limited to assisting with the replacement of the Card.
Appendix 3 Earn Service Terms
When you hold Supported Digital Assets in your App Wallet, you may be given the option to use the Earn Service. The Earn Service is provided by our trusted Partner (“Partner Provider”) and is available for use through the App. The use of this Earn Service via the App is governed by these terms, which shall be read in conjunction with the Partner Terms established by Partner Provider (including but not limited to the Earn Service Agreement, Consent Form, Risk Disclosure and Acknowledgement as well as the Privacy Notice, as provided and updated from time to time, collectively as the “Terms and Conditions of Earn Service”). By accessing and using the Earn Service through the App, you agree to comply with both these terms and the Terms and Conditions of Earn Service.
If you are interested in accessing or using the Earn Service, please refer to the Terms and Conditions of Earn Service which govern the use of the Earn Service in its entirety.
1. About the Earn Service. Earn Service offers a suite of products for you to grow your crypto holdings easily. You can find the products that are currently available for subscription on the Earn Products Catalogue Page provided by Partner Provider.
2. Role of the App. The App serves solely as an intermediary that facilitates access to the Earn Service. We do not control, manage, or endorse the content, offers, or performance of the Earn Service provided by Partner Provider. All interactions and transactions are directly between you and the Partner Provider.
3. User Responsibility, Restriction, Suspension, and Termination. You are responsible for understanding and complying with both these terms and the Terms and Conditions of Earn Service. Failure to adhere to these terms may result in the restriction, suspension or termination of your access to the Earn Service through the App.
4. The Earn Service Terms and the Terms and Conditions of Earn Service. In the event of a conflict between this User Agreement, including these Earn Service Terms, and the Terms and Conditions of Earn Service, the provisions of the Terms and Conditions of Earn Service shall prevail in matters specifically related to the use and operation of the Earn Service.
5. Our Liability. We are not liable for any issues, losses, or damages arising from your use of the Earn Service provided by the Partner Provider. Any disputes or claims related to the Earn Service should be directed to the Partner Provider, as per the Terms and Conditions of Earn Service and their amendments and updates from time to time.