Version Date: 28th April 2020

Quick Exchange by Liquid End-User Terms of Use 

This Quick Exchange by Liquid End-User Terms of Use and any terms expressly incorporated herein (“Terms”) apply to your access to and use of the Services as described below made available by Quoine Pte. Ltd. (UEN 201414068E) and/or its Affiliates (hereinafter collectively referred to as “Quoine”), whether directly or indirectly through Quoine’s websites, mobile or software applications, widgets, APIs or developer tools, and includes any other related services. By utilising the Services, you agree to enter and be bound by these Terms as an End User and to comply with all applicable laws and regulations regarding your use of the Services. 

Note these Terms only apply to the provision of Quick Exchange related Services facilitated by arrangements entered into between Quoine with Partners and do not apply to Quoine’s provision of services to users with Liquid Accounts through its own digital platform which are separately subject to the Liquid Terms of Use, as made available on https://www.liquid.com/ from time to time.

Please review these Terms before each use of the Services to ensure that you understand the terms and conditions that apply to your access to and use of the Services. Quoine may modify these Terms in accordance with Section 13.1 below. Certain capitalized words and phrases used in these Terms are defined in Section 1.

If you have any question regarding the use of the Services, please contact our support team at [email protected]

Services may only be used by individuals who are at least 18 years old and who meet the age of majority in the place where they are resident, located or domiciled.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SERVICES.

1. Definitions

 1.1 The following terms as used in these Terms shall have the definitions indicated:

An Affiliate means, in relation to a person or entity, another person or entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the person or entity, or a person’s or entity’s principal partners, shareholders, or owners of some other ownership interest.

 Data means information concerning or relevant to you, your use of the Services, your Orders, or a Transaction of yours, which may include personal data (also referred to as personally identifiable information). Data may originate from Quoine, Partner, you or a Third Party. 

 Digital Asset means a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network (including without limitation those referred to as a “cryptocurrency”, “token”, “virtual currency”, “digital currency”, or “virtual commodity”), such as bitcoin or ether, that is indicated as supported by the Services in which you wish to carry out a Transaction through the Services. 

 End Users are the Partner’s customers who access the Services through the Partner Interface.

 Legal Tender means a currency designated as legal tender in a particular country or jurisdiction, such as U.S. dollars.

 Liquid Account means an individual or corporate account on the Liquid exchange operated by Quoine.

Liquid Terms of Use means the Liquid Terms of Use made available on https://www.liquid.com/ from time to time.

 OFAC means the U.S. Treasury Office of Foreign Assets Control.

 Order means an instruction to purchase or sell Digital Assets in exchange for Legal Tender or other Digital Assets that you have communicated to Quoine through the Services.

 Partner means a third-party corporate group, corporate entity and/or business that provides End Users access or use of the Partner Interface, with whom Quoine has entered into an arrangement with for the provision of the Services. “The Partner” refers to the specific Partner providing you access or use of the Partner Interface through which you may use and/or access the Services.

 Partner Interface refers to the Partner’s mobile or web application, platform or interface, through which End Users may use and/or access the Services.

PEP means an individual who is or has been entrusted with a prominent public function, such as a head of state, a senior politician, a senior government, judicial, or military official, a senior executive of a state‐owned corporation, or an important political party official.

 Privacy Policy and Cookies Policy means the Privacy and Cookies Policy made available on https://www.liquid.com/ from time to time.

 Prohibited Location means any state, country, territory or other jurisdiction (i) that at any given time is subject to broad-based, geographically oriented sanctions by the United Nations, the Monetary Authority of Singapore, or OFAC, or is identified as a “call to action” jurisdiction on the Financial Action Task Force’s list of “high-risk and other monitored jurisdictions” (as of the effective date of these Terms, includes the Democratic People’s Republic of Korea (i.e., North Korea) and Iran), (ii) where your use of the Services would be illegal or subject to regulatory or licensing restrictions or otherwise violate any applicable law, or (iii) that Quoine determines in its sole discretion is ineligible for access to and use of the Services.

 Prohibited Users has the meaning set out in Section 5.1.

 Prohibited Uses has the meaning set out in Section 5.2.

 QEX is a software application, interface or platform developed by Quoine (usually provided under the name “Quick Exchange”) that facilitates the purchase or sale of Digital Assets in exchange for Legal Tender and/or other Digital Assets.

 Services has the meaning set out in Section 2.1.

 Third Parties means consultants, agents, advisors, contractors, service providers, payment processors, financial institutions, third party exchanges and such other persons, including the Partner, that Quoine may engage or otherwise work with for the provision of the Services. A Third Party may refer to any of the foregoing.

 Transaction means a transaction in which you have purchased or sold Digital Assets in exchange for Legal Tender or other Digital Assets as the result of an Order.

 Unlawful Purpose means any act or omission that is illegal in the place where you are residing, located, domiciled, incorporated or established or where Quoine or the relevant Partner is located or the following illegal activities and services without limitation: gambling, human trafficking, child pornography, violence, financial crime, contraband (including narcotics, weapons, drugs, tobacco, etc.), cybercrime, white-collar crime and corruption. 

2.Services

2.1 Quoine acts as a service provider engaged by Partners to provide End Users the ability to execute Transactions through QEX (the “Services”). The availability of certain functionalities or features in the Services and the nature and mode of delivery is dependent on an arrangement that was agreed between Quoine and the relevant Partner. Quoine may provide the Services directly to End Users, or indirectly to End Users through integration with the Partner Interface.

2.2 Quoine may perform any or all of the following when you utilize the Services: (i) collecting and storing your Data; (ii) facilitating the execution, settlement and processing of your Orders and Transactions; and/or (ii) communicating Data between you and the Partner.

2.3 Using the Services

(a) Your access and use of the Services may be subject to such volume or transaction limitations or such other restrictions as Quoine may apply in its discretion from time to time.

(b) All quotes or prices communicated to you through the Services are indicative for informational purposes only, and no warranties or guarantees are given in respect thereof.

(c) Quoine maintains identity verification and transaction monitoring policies to protect against or prevent suspicious transactions, money‐laundering, fraud, financing of terrorism, crime and other illegal or risky activity. For these purposes, Quoine may require End Users to provide (whether directly or indirectly through the Partner) their name, address, telephone number, email address, date of birth, card payment and/or bank information and other Data. Quoine reserves the right to deny your access to the Services or any portion of the Services, or to set limits on your access to the Services, until Quoine receives all information requested. You authorise Quoine to take such action as it reasonably deems necessary, whether directly or indirectly through a Third Party, to comply with its legal and regulatory obligations for such purpose, including reporting suspicious activities and transactions to applicable regulatory authorities. 

(d) The availability of payment methods depends on a number of factors including, for example, where the End User is located, the Data that has been provided to us, and limitations imposed by Third Party payment processors and other service providers. You authorize Quoine to debit funds or Digital Assets using your selected payment method(s) to complete your Transaction. Insufficient or unsuccessful payments may result in the cancellation and/or reversal of Orders or Transactions by Quoine. Quoine shall not be liable for any losses incurred as a result.

2.4.Orders and Transactions

(a) End Users are responsible for verifying all information prior to submitting an Order. Quoine is not responsible for ensuring that any information provided by you is accurate and complete and accepts no liability for losses incurred from your failure to ensure the foregoing.

(b) Orders are processed by Quoine for acceptance by the relevant counterparty for execution as a Transaction. Unless Quoine agrees otherwise, you may not withdraw or cancel any Order after the point of submission. Quoine is not obligated to process and/or fulfil any part of your Orders and reserves the right to cancel any unfulfilled Orders in its sole and absolute discretion, whether in whole or in part. 

(c) Quoine or a Third Party may act as the counterparty to you in a Transaction. Transactions executed with Third Party counterparties may be subject to additional terms and conditions imposed by such Third Party. You shall look to such Third Party for any disputes arising from such Transactions.

(d) Quoine shall have the right, but not the obligation, to correct, reverse or cancel any Order or Transaction where it has determined there is a reasonable basis to do so, including without limitation:

(i) where it believes such action should be taken for legal, regulatory or compliance reasons (e.g. compliance with its anti-moneylaundering policies and obligations);
(ii) where it has detected the presence of technical, system or software failure, malfunction or analogous issues;
(iii) where it has detected an error or abnormality in the performance of the Services (for example, with respect to price, quantity or other parameters), whether such error or abnormality was caused by you, Quoine or a Third Party;
(iv) where an Order or Transaction is placed or executed at a price that Quoine, in its sole discretion, determines is off-market in that it is significantly different from prices that could reasonably be expected from an orderly market at the relevant time;
(v) where it has determined that you have, intentionally or unintentionally, used the Services for an Unlawful Purpose or otherwise violated these Terms. 

(e) Unless otherwise determined by Quoine in its sole discretion, all Transactions shall be final and non-refundable.

2.5.Delivery

(a) For each Transaction, Quoine’s obligations under these Terms shall be absolutely discharged upon delivery of the Digital Assets or Legal Tender acquired by the End User. Digital Assets or Legal Tender will be delivered to you in accordance with your instructions or in accordance with the arrangements pre-determined by the Partner and agreed to by Quoine, as applicable. Title in the Digital Assets or Legal Tender acquired by you shall at all times remain with you, and you bear the risk of any loss to such Digital Assets or Legal Tender, including during the delivery process.

(b) Unless subject to a separate agreement between you and Quoine, Quoine does not take possession or control of Digital Assets or Legal Tender you have acquired from the Services after delivery. Post-delivery custody, control or possession of Digital Assets or Legal Tender obtained by you from the Services are subject to separate and independent arrangements. Quoine is not a party to such arrangements and accepts no liability for the same.

3. Data and Privacy 

3.1 By entering, accessing or using the Services you acknowledge that you have read and understood Quoine’s Privacy Policy and Cookies Policy, which shall be modified and interpreted to apply to the fullest extent to Quoine’s provision of the Services hereunder.

3.2 The Services may require Quoine to send and receive Data for the purpose of processing, executing and settling Orders and/or Transactions. Quoine may work with Third Parties (which includes the Partner) to help process, execute and settle Orders and Transactions when providing the Services. Accordingly, Quoine may collect Data, including personal data, directly from you or indirectly from Third Parties, and send your Data to Third Parties, in its provision of the Services. 

3.3 You represent that all Data and other information provided by you to Quoine or Third Parties for the purposes of the Services is complete and accurate. Any false or fraudulent information is prohibited, and to the extent that you provide Data that is in any way false or misleading, you shall be liable without limitation for any losses or claims arising therefrom. 

3.4 Without prejudice to the terms of the Privacy Policy and Cookies Policy, you hereby acknowledge and agree that:

(a) Quoine may process, obtain or send Data from or to Third Parties to facilitate your use of the Services; and
(b) Third Parties are permitted to share your Data with Quoine in order for Quoine to perform the Services for you, to comply with its legal, regulatory or compliance obligations (including internal policies), and to prevent illegal, fraudulent or other harmful activity. 

3.5 Quoine makes no representation as to the completeness or accuracy of Data communicated to you through the Services. Data communicated to you through the Services may not be complete or accurate.

4. Liquid Account

4.1 Quoine may in certain limited circumstances require you to open a fully-verified Liquid Account to use the Services. The establishment and operation of such Liquid Account is subject to the Liquid Terms of Use as made available on https://www.liquid.com/ from time to time. 

4.2 Quoine may decline to grant you a Liquid Account or, alternatively, suspend the operation of any existing Liquid Account in accordance with the Liquid Terms of Use.

5. Limitation on Service Availability

(a) The following persons or entities are prohibited from using the Services: (i) persons who are under 18 years of age or who do not possess the requisite legal capacity to be bound by contractual obligations in their jurisdiction of domicile; (ii) entities or persons listed on the Monetary Authority of Singapore’s Lists of Designated Individuals and Entities or the OFAC’s Specially Designated Nationals and Blocked Persons List; (iii) entities and persons that were, or has Affiliates that were, previously suspended or prohibited from using the Services; (iv) persons or entities that residing, located, domiciled, incorporated or established in Prohibited Jurisdictions (collectively, “Prohibited Users”).

(b) Quoine may implement controls or restrict Prohibited Users from accessing the Services. You must comply with the restrictions in this Section 5.1 even if Quoine’s methods to prevent use of the Services can be bypassed.

(c) You must promptly notify Quoine if you are or become a PEP, or if you have a relative, beneficial owner or close associate that is or becomes a PEP, or you are otherwise connected to a party that is or becomes a PEP. In either case, Quoine reserves the right to deny or control your access to the Services. For the purposes of this Section, a “relative” means a spouse (whether legal or de facto), a parent, a child, or a sibling, or a parent or a child of a spouse (whether legal or de facto), and a “close associate” means a natural person who is closely connected to you, either socially or professionally.

5.2 Prohibited Users

(a) You shall only use the Services for the purposes intended as set out in these Terms.
(b) You shall not interfere, modify or tamper with the Services or reproduce, copy, translate, modify, adapt, create derivative works from, emulate, distribute, transmit, transfer, republish, reverse engineer, decompile, or otherwise attempt to discover any object code, compile or attempt to compile any object code from any source code, or remove or delete any portion of the Services.
(c) You shall not use the Services for, or for the furtherance of, any Unlawful Purpose or activities and services which may not, in some jurisdictions, be illegal but which are still considered improper by Quoine (for example, the violation of intellectual property rights),

(collectively, “Prohibited Uses”).

5.3 Organised Crime and Coercive Activities

You represent and warrant that you are not an Organized Crime Affiliate and you are not directly or indirectly engaged in Coercive Activities. You may not use the Services if you are an Organized Crime Affiliate or are directly or indirectly engaged in Coercive Activities. If you are accessing the Services on behalf of an entity, this Section also applies with respect to such entity’s employees, directors, representatives, executive officers, and other individuals with comparable functions. For purposes of this Section, “Organized Crime Affiliate” means any current or former member of an organized or specialized crime group, extortionist or racketeer group, radical political group, or similar group, or any person or entity that is influenced by, funds, assists, or otherwise has a material relationship with any such member (known as “antisocial forces” in Japan). “Coercive Activities” means any activities that employ threats, violence, fraud or other comparable actions for the purposes of coercion, reputational damage or other malicious purposes (known as “antisocial activities” in Japan).

5.4 Service Modifications, Suspension or Termination

Quoine reserves the general right to modify, suspend or terminate the Services or any part thereof at any time. Quoine shall not be liable to you or to any other person for any modification, suspension, error, malfunction or discontinuance of the Services. 

6. Fees and Charges

6.1 Fees may apply to your use of the Services, as may be included in the rates and prices quoted or separately specified when you use the Services. Where fees do not apply, your use of the Services shall constitute good and valuable consideration under these Terms. 

6.2 Foreign exchange conversion fees and other fees may be charged by Partners, other Third Parties or your choice of payment service provider under their respective terms. Quoine is not liable for such fees that you may incur. 

6.3 You acknowledge that buy-side rates and prices quoted may not be the same as the sell-side rate and prices quoted at any given time for a particular Digital Asset, and Quoine is entitled to apply a margin or ‘spread’ to rates and prices quoted.

7. Risks

7.1 You acknowledge and accept that there are significant risks associated with the use of the Services. These risks include, without limitation, hardware, software, telecommunication, system failure or disruptions, emergency or routine system maintenance, risk of malicious software introduction and the risk of unauthorized access or security breaches in relation to your accounts, information or assets linked or otherwise associated to your use of the Services. 

7.2 Quoine is not responsible for any communication failures, disruptions, errors, distortions or delays when using the Services, however they may be caused. Quoine has no duty to monitor the Services for fraud or other suspicious activity. Without prejudice to the foregoing, Quoine reserves the right to suspend or terminate the whole or any part of the Services or the Transactions without liability if at any time it determines in its discretion that the use of the Services has exposed you, Quoine or a Third Party to legal, regulatory, financial, security or reputational risk.

7.3 There are significant financial risks associated with Digital Assets. You should not acquire any Digital Assets unless you are prepared to lose the entire value of those Digital Assets. You are responsible for making an independent evaluation of the merits and risks, and the security, integrity and operation and platform of any Digital Assets that you decide to acquire or trade. It is your responsibility to independently ascertain the value of any Digital Asset you wish to acquire, without any reliance on the Services. You represent and warrant that you have sufficient knowledge, experience, understanding and information to make such evaluations and have taken independent professional advice in this regard. You accept all risks and loss of acquiring, trading, holding or otherwise transacting with Digital Assets through the Services. Quoine takes no responsibility in relation to the foregoing matters.

8. You represent, warrant and/or undertake to Quoine:

(a) you use the Services for your own account and not on behalf of, or for the account of, any other person;
(b) you shall not use the Services for, or the furtherance of, any Prohibited Uses or in support of any Prohibited User;
(c) you shall only access the Services through the means provided by Quoine;
(d) execution of these Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject;
(e) you will not infringe or violate any of these Terms;
(f) you possess the requisite legal power and authority to enter into these Terms and to form a binding agreement under any applicable law, and to use the Services in accordance with these Terms;
(g) if you use the Services on behalf of a business, corporate or charitable entity, you represent, warrant and agree: (i) that you use the Services only on account of such entity and not on behalf of, or for the account of, any other person; (ii) that you are duly authorized under any applicable law to represent such entity in connection with these Terms and to commit it to be bound by these Terms; (iii) you hereby make all representations and warranties herein on both your and its behalf; and (iv) you personally guarantee performance by such entity hereunder;
(h) you possess the knowledge and judgment necessary and have obtained appropriate independent advice from your professional advisers to decide whether to use the Services and to conduct the Transactions;
(i) you are solely responsible for complying with applicable laws regarding the use of the Services, including determining whether your use of the Services and conduct of Transactions is permissible under laws and regulations that apply to you or within your relevant jurisdiction;
(j) you shall not rely on Quoine and acknowledge that Quoine does not provide any endorsement, support, financial advice, representation or guarantee regarding the accuracy, reliability, truthfulness, legality or completeness of any goods, services, information or content that may be made available to you in connection with the Services; and
(k) you understand and agree to solely assume the risks identified above or in these Terms relating to your use of the Services and conduct of Transactions.

9. Intellectual Property Rights

9.1 Quoine or its licensors are the exclusive owner of and retain all right, title, and interest (including all copyright, trademark, patent, trade secrets, and all other intellectual property rights) in the Services, including in relation to any trademarks, service marks, designs, logos, slogans, URLs, and trade names, including any other designations used in connection with their business, services and products, whether or not registered (“Marks”). Nothing in these Terms grants you any right, title or interest in the Services, software or the Marks, which shall remain the property of Quoine and its licensors.

9.2 You shall not:

(a) interfere, modify or tamper with the Services, Marks or the content therein (including any information, material, software and data available on the Services) in any way (collectively, the “Content”).
(b) reproduce, copy, translate, modify, adapt, create derivative works from, emulate, distribute, transmit, transfer, republish, reverse engineer, decompile, or otherwise attempt to discover any object code, compile or attempt to compile any object code from any source code, or remove or delete any portion of the Services or the Content;
(c) create a browser or border environment around the Services or Content, link, including in-line linking, to elements on the Services, such as images, posters and videos, and/or frame or mirror any part of the Services;
(d) interfere with or violate any other person’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;
(e) transmit or otherwise make available in connection with the Services, and/or use the Services to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
(f) interfere with or disrupt the operation of the servers or networks that host the Services or make the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
(g) sell, license, or exploit for any commercial purposes any use of or access to the Content or Services; and
(h) create a database by systematically downloading and storing all or any of the Content, or forward any data generated from the Services.

10. Third Party Services

10.1 The Services may contain functionalities or features that are provided by Third Parties (“Third Party Services”). Your access and use of the Services may be affected by the availability of such Third Party Services. You acknowledge that Quoine has little to no control over these Third Party Services and agree that Quoine is not responsible for the availability of such Third Party Services and does not endorse nor is responsible or liable for any goods, services, content, advertisements, products, or any materials available from them, even if incorporated into the Services.

10.2 Third Party Services may be subject to their own terms and conditions. You shall read all relevant terms and conditions and only use such Third Party Services if you agree with them.

11. No Warranty, Limitation of Liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND UNLESS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES AND ANY INFORMATION, MATERIALS OR DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND QUOINE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY QUOINE, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.

11.2 Under no circumstances will Quoine or its Affiliates be liable for special, indirect, exemplary, incidental or consequential damages, including, without limitation, lost profit or loss resulting from business interruption, loss of data, or reputational damage, however caused and regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if Quoine has been advised of the possibility or likelihood of such damages. Quoine will not be liable for any delay, loss or damage attributable to any service, product or action of a Third Party or any other person.

11.3 Without prejudice to any other provision in these Terms, in no event will Quoine’s and its Affiliates’ aggregate liability to you for any and all claims, losses or damages arising out of or relating to these Terms or the Services (whether in contract, equity, negligence, tort or otherwise) exceed USD50.00 or, where in relation to a specific Transaction in dispute, the actual fee that was paid to and retained by Quoine for such Transaction, whichever is lower.

12. Indemnitifaction

12.1 You shall defend, indemnify and hold harmless Quoine, its Affiliates or any Third Parties engaged by Quoine for the provision of the Services from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees (on the attorney-client basis), arising out or relating to (i) your use of, or conduct in connection with, the Services (or any part thereof); (ii) your violation of any term of these Terms; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of the Services; and (iv) your violation of any applicable regulation, law or the rights (including without limitation intellectual property rights and privacy rights) of any other person or entity. If you are obligated to indemnify any of the aforementioned persons, Quoine will have the right, in its sole discretion, to control any action or proceeding and to determine whether such person wishes to settle, and if so, on what terms.

13. Amendments

13.1 Quoine may modify these Terms from time to time at its sole discretion with immediate effect. If you do not agree to these Terms at the time of your access and use of the Services, you must refrain from using the Services. An amendment to these Terms will not apply to outstanding Orders and Transactions pending delivery at the time of modification.

14. Termination

14.1 Quoine reserves the right at its sole and absolute discretion to:
(a) block your access to any part of the Services;
(b) cease the operation of the whole or part of the Services, whether temporarily or permanently; or
(c) terminate these Terms, at any time without notice to you.

14.2 You agree that Quoine does not assume any responsibility or liability with respect to losses or damages that may be incurred arising from its decision to terminate, suspend or cease the Services. No termination of these Terms shall reduce any of your obligations or liabilities which accrued prior to such termination.

14.3 The following provisions of these Terms shall survive any termination hereof Sections 3 (Data and Privacy), 7 (Risks), 8 (Representations and Warranties), 9 (Intellectual Property Rights), 10 (Third Party Services), 11 (No Warranty, Limitation of Liability), 12 (Indemnification), 14 (Termination), 15 (Governing Law and Jurisdiction).

15. Governing Law and Jurisdiction

15.1 The validity, interpretation, construction and performance of these Terms and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto is and shall be governed, construed and interpreted in accordance with the laws of Singapore, without giving effect to principles of conflicts of law.

15.2 You agree that any disputes shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. Part II of the International Arbitration Act (Cap. 143A), as amended from time to time, will apply to any arbitration proceedings commenced under this Section to the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise.

16. Force Majeure 

16.1 Quoine will not have any responsibility or liability for any failure or delay in performing its obligations under these Terms, or any loss or damage that you may incur, due to any circumstance or event beyond its control, including without limitation any flood, extraordinary weather conditions, earthquake, fire, or other act of God, war, insurrection, riot, labor dispute, accident, action of government, communications interruption, power failure, equipment, server, internet, or software malfunction, security breach or cyberattack, criminal acts, market movement, shift, or volatility, or a change in the underlying technology of a particular Digital Asset.

17. Severability

17.1 If any of the provisions in these Terms or part thereof is rendered void, illegal or unenforceable by any law or legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and it shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of these Terms

18. Non-waiver

18.1 Quoine’s failure or delay in exercising any right, power, or privilege under these Terms is not a waiver of such right, power or privilege

19. Assignment

19.1 You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from Quoine, including by operation of law or in connection with any change of control. Quoine may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

20. Entire Agreement

20.1 These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between Quoine and you regarding the Services. If there is a conflict between these Terms and any other agreement you may have with Quoine, these Terms will govern the Services specified hereunder unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

21. Miscellaneous

21.1 You acknowledge that apart from Third Parties, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement.

21.2 Nothing in this Agreement will be construed as the formation of a partnership, employment, joint venture, agency creation of fiduciary relationship or similar relationship. 

21.3 Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

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