Terms

GENERAL

36. General terms

36.1. Applicable Law You and any Permitted User must comply with all Applicable Law, licensing requirements and third party rights (including data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the TingX - Web3 One App Services, your TingX - Web3 One App Account and the Platform.

36.2. Notices We may give notice by email to your Email Account. It is your responsibility to ensure that the Email Account is up to date and accurate. Notices may be given, and are deemed to be received, if sent to your Email Account, whether or not a notice of delivery failure is received.

You may give us notices only as we direct, which may change from time to time.

Any notices, consent or other communication given under these Terms must be in writing, in English, and signed or otherwise authorised by the party giving it.

36.3. Announcements All official announcements, news, promotions, competitions and airdrops will be listed on the Website. These announcements are important, and may relate to issues that may impact the value of your Digital Assets, or their security. You are responsible for monitoring the Website and reading and considering these announcements.

36.4. Entire agreement The Terms, together with any applicable Product Terms, constitute the whole agreement between you and us with respect to the TingX - Web3 One App Services. Each party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Terms or any Product Terms.

36.5. Assignment You may not assign or transfer any of your rights or obligations under the Terms without our prior written consent, which may, in some cases, require additional information to be provided or enhanced due diligence to be performed. However, we may assign or transfer any of our rights or obligations under the Terms at any time to anyone else, including, without limitation, in connection with any merger, acquisition, or other corporate reorganisation involving TingX - Web3 One App.

36.6. Invalidity If, at any time, any clause or sub-clause of the Terms is or becomes illegal, invalid, or unenforceable in any respect, neither the legality, validity or enforceability of the remaining clauses or sub-clauses will in any way be affected or impaired.

36.7. Records You agree that we may record any telephone, email and chat conversations with you, as well as any other forms of communications, including communication used to give Instructions or effect Transactions, between you and us, and that the recordings may be used as evidence in any proceedings relating to any agreement with you. These records will be our sole property.

36.8. Language These Terms may be translated into a language other than the English language. Any such translation is provided solely for your convenience. In the event of inconsistency or ambiguity, the English text will prevail.

36.9. Third party rights Other than in relation to TingX - Web3 One App Affiliates, nothing expressed or referred to in these Terms will be construed to give any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or with respect to these Terms or any clause or sub-clause of these Terms. The Terms and all of its clauses and sub-clauses are for the sole and exclusive benefit of the parties to these Terms and their successors and permitted assigns.

36.10. Survival All clauses and sub-clauses of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms.

36.11. Relationship of the parties TingX - Web3 One App is not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.

36.12. Digital Assets We record in your TingX - Web3 One App Account the quantity and type of any Digital Assets that are held to your credit. TingX - Web3 One App is not a trustee of, and does not owe any trustee duties in relation to, any Digital Assets held to your credit. When you Instruct TingX - Web3 One App to transfer or otherwise deal with Digital Assets, TingX - Web3 One App will not use any specific Digital Assets, however identifiable, to act on your Instructions. Subject to these Terms, TingX - Web3 One App will use Digital Assets in the same quantity and of the same type as those credited to your TingX - Web3 One App Account when acting on your Instructions.

36.13. Force Majeure We will not be liable for any delay or failure to perform as required by these Terms to the extent the delay or failure is caused by a Force Majeure Event.

36.14. No waiver No delay or omission by us in exercising any right or remedy under the Terms will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under the Terms. The rights and remedies provided in the Terms are cumulative and not exclusive of any rights or remedies provided by Applicable Law.

36.15. Set-off In addition to any legal or other remedy available under the Terms or by law, we may set-off any amounts you owe to us under the Terms or otherwise. You must pay all sums that you owe to us free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by Applicable Law.

36.16. Privacy of others If you receive information about another user through the Platform or from utilising the TingX - Web3 One App Services, you must keep the information confidential and only use it in connection with the TingX - Web3 One App Services and always in accordance with Applicable Law. You must not disclose or distribute any user information to a third party or use the information in any manner except as reasonably necessary to effect a Transaction.

36.17. Publication of breaches Where you have breached these Terms, TingX - Web3 One App may publish, or otherwise provide its users with details of the breach, including any information that you have provided TingX - Web3 One App. TingX - Web3 One App may only do so where it determines that doing so is necessary for the protection of other users, and consistent with Applicable Law.

36.18. Death of TingX - Web3 One App Account holder In the event of your death or incapacity, the representative(s) or legal beneficiary/beneficiaries of your estate may give us written notice. If we have reason to believe you have died, we may suspend your TingX - Web3 One App Account. Your TingX - Web3 One App Account will be suspended until:

a. a representative of your estate or authorised beneficiary completes a successful inheritance application to receive the assets in yourTingX - Web3 One App Account in accordance with our requirements which may be amended from time to time without notice; or

b. you provide satisfactory proof that you are not deceased.

Our ability to provide your representative(s) with the assets in your TingX - Web3 One App Account is subject to the restrictions imposed by Applicable Law and these Terms. We do not commit to any particular timeline for the transfer of assets held to the credit of yourTingX - Web3 One App Account.

36.19. Tax It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether any taxes apply to your use of the TingX - Web3 One App Services, or for collecting, reporting or remitting any taxes arising from any Transaction or use of the TingX - Web3 One App Services.

You acknowledge that we may make certain reports to tax authorities regarding Transactions made on the Platform, and that we may, in our sole discretion or as required by Applicable Law, provide you with additional documentation or records needed by you to calculate any tax obligations. We may also withhold and deduct at source any taxes due under Applicable Law in our sole discretion.

37. Definitions and interpretation

In these Terms:

a. clause headings and numbering are for convenience only and do not affect the meaning, priority or interpretation of any clause or sub-clause of these Terms;

b. the words “include” or “including” shall mean including without limitation and include without limitation respectively;

c. any undertaking to do or not do a thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing;

d. words importing the singular include the plural and vice versa and words importing a gender include any gender;

e. any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of these Terms or that document; and

f. in the event of inconsistency between these Terms (including any documents referred to in these Terms) the inconsistency shall be solved by giving such provisions and documents the following order of precedence:

i. the Product Terms;

ii. the Privacy Notice; and

iii. these Terms.

g. except where the context requires others, the following terms shall have the following meanings:

Access IDs means your TingX - Web3 One App Account details, username, passwords, personal identification numbers, API keys, API secret keys, or any other codes or forms of authentication that you use to access your TingX - Web3 One App Account or the TingX - Web3 One App Services or to send Instructions.

Account History means the written record (including electronic records) of your Transactions and your TingX - Web3 One App Account.

API means application program interface.

Applicable Law means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation of which TingX - Web3 One App is a member), that are applicable to the provision, receipt or use of the TingX - Web3 One App Services, or any other products or deliverables provided, used or received in connection with the TingX - Web3 One App Services, these Terms, or any Product Terms.

Backed Digital Assets has the meaning given to it in clause ‎15.3.

TingX - Web3 One App, we, our or us means Nest Services Limited (a company incorporated under the laws of the Republic of Seychelles with registration number 238045 and address at House of Francis, Room 303, Ile Du Port, Mahe, Seychelles).

TingX - Web3 One App Account means any accounts (including Corporate TingX - Web3 One App Accounts) or sub-accounts (including any TingX - Web3 One App Sub-Account), which are opened by TingX - Web3 One App for you to record your use of TingX - Web3 One App Services.

TingX - Web3 One App Affiliates means with respect to Nest Services Limited: any other person which, directly or indirectly, Controls, is Controlled by, or is under common Control with, Nest Services Limited.

TingX - Web3 One App API means an API made available by a TingX - Web3 One App Affiliate to you as a service, or third-party applications relying on such an API.

TingX - Web3 One App IP means the Created IP and all other Intellectual Property Rights owned by or licensed, on a sub-licenseable basis, to us as at the date of the Terms and any other Intellectual Property Rights owned or acquired by or licensed, on a sub-licenseable basis, to us after the date of these Terms, and which are provided by us to you in the course of providing you with the TingX - Web3 One App Services.

TingX - Web3 One App Services means the services offered by us to you through the Platform.

TingX - Web3 One App Sub-Account means a sub-account that is set up under a primary TingX - Web3 One App Account.

Chat Service has the meaning given to it in clause ‎5.

Claim means any dispute, claim, difference or controversy between you and TingX - Web3 One App(and/or any TingX - Web3 One App Affiliates) arising out of, in connection with, or relating in any way to:

(a) these Terms or any Product Terms, including their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity;

(b) your relationship with TingX - Web3 One App (and/or any TingX - Web3 One App Affiliates) as a user (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms); or

(c) any non-contractual obligations arising out of or relating to these Terms, or any Product Terms, or your relationship with TingX - Web3 One App (and/or any TingX - Web3 One App Affiliates).

Control means the power of a person to secure that the affairs of another are conducted in accordance with the wishes of the first person whether by means of:

(a) in the case of a company, being the beneficial owner of more than fifty percent (50%) of the issued share capital of or of the voting rights in that company, or having the right to appoint and remove a majority of the directors or otherwise control the votes at board meetings of that company by virtue of any powers conferred by the organizational documents, shareholders’ agreement, a majority of the board of directors or any other document regulating the affairs of that company or by any other means; or

(b) in the case of a partnership, being the beneficial owner of more than fifty percent (50%) of the capital of that partnership, or having the right to control the composition of or the votes to the majority of the management of that partnership by virtue of any powers conferred by the partnership agreement or any other document regulating the affairs of that partnership or by any other means.

Corporate TingX - Web3 One App Account means a TingX - Web3 One App Account maintained for a corporation, entity, or other organization for the provision of TingX - Web3 One App Services.

Created IP means any Intellectual Property Rights created by you pursuant to these Terms, including the User Materials, but excluding any other User IP.

Digital Assets means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset.

Dominant Digital Asset means a Forked Digital Asset that has dominance over one or more other versions of a Digital Asset that was subject to the relevant Fork, as determined by us in our sole discretion.

Email Account means the email account(s) associated with your TingX - Web3 One App Account(s), as agreed with TingX - Web3 One App from time to time, in accordance with any processes identified by TingX - Web3 One App when using the Platform.

Fiat Currency means any government or central bank issued national, or supra-national, currency, or other monetary obligation denominated in such currency and which is not a Digital Asset.

Majeure Events means:

a. any fire, strike, riot, civil unrest, terrorist act, war or industrial action;

b. any natural disaster such as floods, tornadoes, earthquakes and hurricanes;

c. any epidemic, pandemic or public health emergency of national or international concern;

d. any act or regulation made by a government, supra national body or authority that we believe stops us from providing TingX- Web3 One App Services on the Platform;

e. the suspension or closure of any TingX - Web3 One App Affiliate;

f. the nationalisation of any TingX - Web3 One App Affiliate;

g. the imposition of limits or unusual terms by a government on any Digital Assets traded on our Platform;

h. excessive changes to the price, supply or demand of any Digital Asset;

i. technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures;

j. the failure of any supplier, intermediate broker, agent, principal custodian, sub-custodian, dealer, exchange, staking platform, liquidity pool, bridge provider, issuer of a Backed Digital Asset, market maker, clearing house or regulatory organization to perform its obligations to us;

k. liquidity providers not providing, or being unable to provide liquidity to us;

l. any labor or trade disputes, strikes, industrial actions or lockouts (other than in each case by TingX - Web3 One App or the TingX - Web3 One App Affiliates); and/or

m. an event which significantly disrupts the market for Digital Assets, which could include excessive movements in the price, supply or demand of a Digital Asset, whether regulated or unregulated.

Fork means any planned, unplanned, sudden, scheduled, expected, unexpected, publicized, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets that may occur from time to time, in such a way as to result in the creation of one or more related versions of an existing Digital Asset.

Forked Digital Asset means a Digital Asset that results from a Fork.

Improper Intent meansTingX - Web3 One App reasonably determines that there may be actual or suspected market manipulation and market abuse on your part, including (without limitation), capitalizing on opportunities where the executable price of a Transaction does not reflect prevailing market rates, or taking unfair advantage of the way in which TingX - Web3 One App offers prices.

Instruction means any instruction, request, or order given to TingX - Web3 One App by you or a Permitted User in relation to the operation of your TingX - Web3 One App Account or to execute any Transaction, through such medium and in such form and manner as TingX - Web3 One App may require.

Intellectual Property Rights means: (a) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and rights to apply for registration, of any of the foregoing rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

Local Terms means the terms governing your use of the TingX - Web3 One App Services provided in any particular jurisdiction.

Loss has the meaning given to it in clause ‎29.1.

Manifest Error means any error, omission or misquote (whether an error of TingX - Web3 One App or any third party) which is manifest or palpable, including a mosquito by any representative of TingX - Web3 One App taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation.

Mobile App means any mobile application developed or provided by us or any of the TingX - Web3 One App Affiliates that enables you to use or otherwise access TingX - Web3 One App Services.

Permitted User means any person identified by you and communicated to us, in accordance with these Terms, that is authorized to act on a user’s behalf with respect to any Corporate TingX - Web3 One App Account, or with our prior written consent, on behalf of a third party with respect to a TingX - Web3 One App Sub-Account associated with a Corporate TingX - Web3 One App Account.

Platform means the digital platform that we or any of the TingX - Web3 One App Affiliates may make accessible to you via Sites, the Mobile App, a TingX - Web3 One App API or by such other means as TingX - Web3 One App Affiliates may prescribe from time to time for the use of TingX - Web3 One App Services.

Privacy Notice means the privacy notice located at http://Tingx.io.

Product Terms means the product-specific terms and conditions that apply to the use of a TingX - Web3 One App Service, in addition to these Terms.

Regulatory Authority means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organization, self-regulatory organization having regulatory authority,

tribunal, arbitration tribunal or panel or supra-national organization, or any division or instrumentality thereof, including any tax authority.

Restricted Person means a person or legal entity who (a) is included in any trade embargoes or economic sanctions, terrorist or corrupt foreign officials list (such as the United Nations Security Council Sanctions List, issued by a government agency including the list of specially designated nationals maintained by the office of foreign assets control of the U.S. Department of the Treasury (OFAC), or the denied persons or entity list of the U.S. Department of Commerce), or by the United Kingdom, European Union, Canada) tor (b) resides, or is established, or has operations in, in any country listed in the List of Prohibited Countries.

Risk Warning means the general risk warning published on the Website.

Security Breach means

a. your TingX - Web3 One App Account(s) or any of your Access IDs have been compromised;

b. the loss, theft, or unauthorized use of any of your Access IDs or any unauthorized access to and use of your TingX - Web3 One App Account or the TingX - Web3 One App Services on your behalf; or

c. any other security incident (including a cyber-security attack) affecting you and/or TingX - Web3 One App.

Sites means our Website and any other websites, pages, features, or content we own or operate.

Supported Digital Assets means those Digital Assets that are available in connection with your use of the TingX - Web3 One App Services.

Terms means these terms of use, together with any other documents expressly incorporated by reference, including the Product Terms, in each case as amended or supplemented from time to time.

Trade Marks means the Intellectual Property Rights in the trade marks, service marks and logos used and displayed on or through the Platform, the Sites and/or the TingX - Web3 One App Services.

Transaction means selling, purchasing, or entering into any other type of transactions, or agreeing to sell, purchase or enter into any other type of transactions involving Digital Asset(s), their derivatives, other asset(s) or product(s) as TingX - Web3 One App may from time to time permit to be carried out on the Platform, and depositing or withdrawing Digital Assets or Fiat Currency into or out of your TingX - Web3 One App Account.

User IP means the Intellectual Property Rights owned by or licensed to you as at the date of these Terms and any other Intellectual Property Rights owned or acquired by or licensed to you after the date of these Terms, excluding TingX - Web3 One App IP.

User Materials means the Intellectual Property Rights in any reviews, posts, information, data, and comments you or other users provide to us on the Sites (through our “Contact Us” pages or otherwise), the Platform, through use of TingX - Web3 One App Services, or otherwise.