Please read these terms and conditions carefully before using this Site.

Definitions

In this section, We define certain terms used throughout these Terms. If a word is capitalised in these Terms, please refer to this section for its intended meaning. In these Terms, the following words have the following meanings, unless otherwise indicated:

”AML” means anti-money laundering, including all Laws prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, route or transport, illicit proceeds, property, assets, funds, fiat, or Digital Assets, including the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;

“Anti-Corruption Laws” means all applicable Laws prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;

“Associates” means LLH and each and every one of its shareholders, subsidiaries, any subsidiaries of its shareholders, liquidity providers, directors, officers, affiliates, employees, contractors, licensors, agents, partners, insurers, and attorneys;

“CTF” means counter-terrorist financing;

“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;

“Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws;

“Eligible User” means users of the Site Services where: (i) they are not Prohibited Persons; (ii) they do not utilise the Site Services to facilitate any Prohibited Uses; (iii) they have assured any recipient is not a Prohibited Person and (iv) LLH has received any fees payable by the Eligible User in full;

“Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;

“Government Approval” means any authorization, licence, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, filing or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Site Services, the any transaction entered into under these Terms;

“Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organisation, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the Laws of any state, country, territory or other jurisdiction.

“Law” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or LLH.

“LLH” means Liquidity Labs Holdings Limited (“LLH” or “We“).

“Losses” means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;

“Person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality);

“Prohibited Jurisdiction” means any jurisdiction subject to a comprehensive embargo by the United States, the British Virgin Islands or the United Nations, which comprise as of the effective date, Iran, the Democratic People’s Republic of Korea (“North Korea”), Cuba, Syria, Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People’s Republic (a region of Ukraine) and the self-proclaimed Luhansk People’s Republic (a region of Ukraine), including Governmental Authorities of those jurisdictions;

“Prohibited Person” means the Government of Venezuela; any resident of, Government or Government Official of, any Prohibited Jurisdiction; and any Sanctioned Person;

“Prohibited Use” has the meaning given to it in the “Prohibited Uses” section below;

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (‘SDN’) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by the Office of Foreign Assets Control of the U.S. Department of the Treasury; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the Financial Investigation Authority of the British Virgin Islands, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), or the United Nations;

“Sanctioned Person” refers to any Person or Digital Assets network address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate or Digital Assets network address associated with such Person or Persons that is included in any Sanctions List, (iii) the Government or any Government Official of any Prohibited Jurisdiction; or (v) LLH and/or the user is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Economic Sanctions, AML, or CTF Laws;

“Site” means the rhino.fi site operated and maintained by LLH and any subdomains;

Site Services means any services available on the Site and any APIs maintained by LLH;

“Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended; and common reporting standard or the Standard for Automatic Exchange of Financial Account Information;

Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa and words importing gender include all genders. The word “include”, “includes” or “including” will be interpreted on an inclusive basis and be deemed to be followed by the words “without limitation”.

What’s In These Terms?

These terms tell you the rules for using our Site. By using our Site, you confirm that you accept these terms and that you agree to comply with them.

Who We Are And How To Contact Us

The Site is a website operated by LLH. We are registered in the British Virgin Islands under company number 2021531 and have our registered office at Nerine Chambers, PO Box 905, Tortola VG1110, British Virgin Islands . To contact us, please email [email protected] .

We Are A Limited Company

Please note that We are a limited company and We are not authorised or regulated by any financial authority in any jurisdiction. Consequently you will have no recourse to any financial services compensation schemes in any jurisdiction. By using our Site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms, you must not use our Site. We recommend that you print a copy of these terms for future reference.

We May Make Changes To These Terms

We amend these terms from time to time. Every time you wish to use our Site, please check these terms to ensure you understand the terms that apply at that time. When We do this, We will post the revised terms on this page and will indicate the date of such amendments.

We May Make Changes To Our Site

We may update and change our Site from time to time. We will try to give you reasonable notice of any major changes.

We May Suspend Or Withdraw Our Site

We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site for business and operational reasons. In such circumstances, users’ funds will continue to be accessible through our Site’s underlying  smart contracts. We will try to give you reasonable notice of any suspension or withdrawal. You are also responsible for ensuring that all persons who access our Site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

We May Transfer This Agreement To Someone Else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and We will ensure that the transfer will not affect your rights under the contract.

Our Site Is Not For Certain Users

Our Site is not directed to U.S. or Canadian citizens, people residing or present in the United States or Canada or any person identified on, or present or residing in a country included on, any sanctions lists identified by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Financial Investigation Authority of the British Virgin Islands, or the United Nations.

How You May Use Material On Our Site

We are the owner or the licensee of all Intellectual Property Rights in our Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may print off one copy, and may download extracts, of any page(s) from our Site for your personal use and you may draw the attention of others within your organisation to content posted on our Site. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged. You must not use any part of the content on our Site for commercial purposes without obtaining a licence to do so from us or our licensors. If you print off, copy or download any part of our Site in breach of these terms of use, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Do Not Rely On Information On This Site

The content on our Site is provided for general information only. It is not intended to amount to a recommendation or advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site.

Although We make reasonable efforts to update the information on our Site, We make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.

We Are Not Responsible For Websites We Link To

Where our Site contains links to other sites and resources provided by third parties or any of our affiliates these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources, or their privacy settings, policies and/or procedures. It is your sole responsibility to review the information provided by those sites or resources.

Our Responsibility For Loss Or Damage Suffered By You

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

We exclude all implied conditions, warranties, representations or other terms that may apply to our Site or any content on it.

To the extent permitted by applicable law, We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

use of, or inability to use, our Site; or

use of or reliance on any content displayed on our Site.

In particular, We will not be liable for:

loss of profits, sales, business, or revenue;

business interruption;

loss of anticipated savings;

loss of business opportunity, goodwill or reputation; or

any indirect or consequential loss or damage.

We Are Not Responsible For Viruses And You Must Not Introduce Them

We do not guarantee that our Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software. You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under any legislation criminalising computer misuse and/or cybercrime in applicable jurisdictions. We will report any such breach to the relevant law enforcement authorities and We will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.

Indemnity

You agree only to use the Site in accordance with these terms. You agree that you will compensate LLH (and our employees, contractors, directors, officers, agents, affiliates and suppliers) in full for any damages, losses, costs and expenses, including reasonable legal fees We incur that arise out of any breach by you of these terms or any liability We incur as a result of the use of our Site by you.

Rules About Linking To Our Site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site in any website that is not owned by you. We reserve the right to withdraw linking permission without notice. If you wish to link to or make any use of content on our Site other than that set out above, please contact us through the email address provided above.

Which Country’s Laws Apply To Any Disputes?

Please note that these terms of use, their subject matter and their formation, are governed by the laws of the British Virgin Islands. We both agree that the courts of the British Virgin Islands will have exclusive jurisdiction. The foregoing shall be without prejudice to any applicable provisions of mandatory consumer protection laws under the laws of your country of residence, to the extent that these offer you more protection.

General

Entire agreement: these terms of use constitute the entire agreement between you and LLH  and supersede any prior agreements between you and LLH with regards to the Site. You may also be subject to additional terms of service that may apply when you use affiliate or third-party services, third-party content or third-party software.

Severability: if any provision of these terms of use is found by a court of competent jurisdiction to be (or are otherwise) invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these terms shall remain in full force and effect.

Waiver: if you breach these terms and We choose to ignore your breach, We shall still be entitled to use our rights and remedies at a later date or in any other circumstances where you breach these terms again.

Our Trade Marks Are Registered

Rhino.Fi is a registered trademark of LLH. You are not permitted to use it without our approval, unless it is  part of material you are using as permitted under ‘How you may use material on our Site’ above.

Prohibited Uses

This section sets out what you must not use the Site for, and the actions We might take if you breach these restrictions. 

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site Services in a manner that sends more request messages to the LLH servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that LLH grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Site Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Site; (viii) using the Site Services for any commercial solicitation purposes; (ix) interfering with the proper working of the Site; (x) accessing any content on the Site through any technology or means other than those provided or authorized by the Site Services; or (xi) bypassing the measures We may use to prevent or restrict access to the Site Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site Services or the content therein.

Further, you must not:

use any Site Services to permit the transmission of any Digital Asset from, to, or for the benefit of, any Prohibited Person or utilize any Site Services for the financial or other benefit of a Prohibited Person;

use any Site Services in order to disguise the origin or nature of illicit proceeds of, or to breach any Laws, or to transact or deal in, any contraband assets, funds, property, or proceeds;

use any Site Services if any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws and Economic Sanctions Laws, prohibit, penalize, sanction, or expose LLH to liability for any Site Services furnished or offered to you;

use any Site Services to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;

use any Site Services to evade taxes under the Laws of any jurisdiction;

trade, obtain financing or otherwise transact through any Connection, or use or pay for any Site Services, with anything other than funds, keys, property, assets, or other Supported Digital Assets or Wallets that have been legally obtained by you and that belong to you;

use any Site Services to interfere with or subvert the rights or obligations of LLH or any other Person;

take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;

falsify any wallet or impersonate another Person or misrepresent your affiliation with any Person, conduct fraud, or hide or attempting to hide your identity;

falsify or materially omit any information or provide misleading or inaccurate information requested by LLH or any of its Associates, including prior to or during the course of administering any Site Services to you;

cause injury to, or attempt to harm or otherwise engage in conduct that is detrimental to LLH, any of its Associates or any Person through your access to the Site, any Connection or any Site Services, including transmitting any transaction intended to take advantage of any error by another Person;

subvert any restrictions set out herein;

access the Site Services utilizing any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or using a wallet in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof; or

violate, promote, cause a violation of, or conspire or attempt to violate these Terms or applicable Laws.

Any use of the Site as described in this “Prohibited Uses” section shall constitute a “Prohibited Use”. If LLH determines or suspects that you have engaged in any Prohibited Use, LLH may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, without limitation: (i) making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; or (ii) suspending or terminating your access to any Site Services. In addition, should your actions or inaction result in Loss being suffered by LLH or any of its Associates, you shall pay an amount to LLH or the Associate so as to render LLH or the Associate whole, including the amount of taxes or penalties that might be imposed on LLH or the Associate.

Information Obligations

You are required by this section to provide us with certain information upon request. Failure to provide such information may result in you not being able to access the Site Services.

LLH may, from time to time, request information regarding your use of any Site Service. All information provided to LLH must be true, accurate and not misleading in all respects. In the event that there are any changes to any information provided to LLH, you must inform LLH of such changes in writing prior to such changes taking effect. LLH reserves the right to cease to allow you to access the Site Services at any time, including as a result of any change in information provided or a failure to provide any information when requested.

Privacy

This section links to our privacy terms, which set out how We use your data.

The LLH Privacy Statement (available at https://rhino.fi/privacy-policy/) describes how LLH handles any personal information and data that you provide to us when using the Site Services. You acknowledge and agree that you have carefully read and understand the LLH Privacy Statement.

Your Representations, Warranties and Covenants

You represent and warrant to LLH on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilise or access the Site Services, in each case with reference to the facts and circumstances existing at such date, as follows:

none of you, your recipients or any of your respective affiliates is: (i) itself or owned (beneficially or of record) or controlled by one or more Prohibited Person(s); (ii) involved in any activity that is likely to result in you, your recipients or your respective affiliates or your or their shareholders, directors, officers, employees, agents, or partners becoming a Prohibited Person; (iii) residing or domiciled in, or utilising the Site Services from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction or (v) otherwise a Prohibited Person;

none of you, your recipients or any of your respective affiliates is involved in activity or conduct that could result in any of you becoming a Prohibited Person;

none of you, your recipients or any of your respective affiliates is acting for or on behalf of any Prohibited Person;

none of you, your recipients or any of your respective affiliates is otherwise prohibited by applicable Laws from using the services provided by LLH and your use of the Site Services will not contravene any Law applicable to you;

none of you, your recipients or any of your respective affiliates will use the Site Services to transfer funds which are the proceeds of conduct that is illegal in any applicable jurisdiction, including the British Virgin Islands, the jurisdiction in which you are located, and the jurisdiction in which any recipient is located;

the Site Services will not be used by any of you, your recipients or any of your respective affiliates to enable any Prohibited Uses;

all information provided by or on your behalf to LLH is true, complete and not misleading and does not omit any fact that LLH may deem to be material in considering whether to provide the Site Services to you;

if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;

if you are registering to use or using the Site Services on behalf of a legal entity, (i) such legal entity is duly organised and validly existing under the applicable Laws of the jurisdiction of its organisation; and (ii) you, and any individuals utilising the services on behalf of the legal entity are duly authorised by such legal entity to act on its behalf;

you understand the risks associated with using the Site Services, including that: (a) market prices for Digital Assets can be volatile and highly unpredictable, (b) the legality of holding and transacting Digital Assets may not be clear and may vary under the Laws of different jurisdictions throughout the world, (c)  the Site may be subject to security breaches from cyber-attacks that hack and steal your Digital Assets, or electronic or technological failures that impede or prevent your use of Digital Assets or cause recordkeeping errors;

you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Site Services, and LLH provides you with no such advice;

you, your recipients and your respective affiliates are currently in compliance with, and will, at your own cost and expense, comply with all Laws that relate to or affect the Site Services to be provided, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other Laws;

none of you, your recipients and your respective affiliates have (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalised under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;

none of you, your recipients and your respective affiliates and your respective shareholders, directors, officers, employees, agents, or partners has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorised the giving of anything else of value to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;

you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your access to the Site from being the victim of a hack or of other malicious actions;

you consent to any and all information reporting under applicable Laws as LLH may determine in its sole discretion; and

you will accurately and promptly inform LLH if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

No Representation By LLH

LLH makes no representations, warranties, covenants or guarantees to you of any kind and, to the extent permitted by applicable Laws, LLH expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Site Services. The Site Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. When you access any Site Services or certain features or services comprising Site Services that are identified as “beta” or pre-release, you understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially.

Tax

It is your sole responsibility to determine whether and to what extent taxes and tax reporting obligations may apply to you (including any goods and services tax) with respect to the transactions carried out through the Site Services and you shall timely pay all such taxes and shall file all returns, reports, and disclosures required by applicable Law. You agree to indemnify and hold LLH and its Associates harmless from and against any and all taxes payable with respect to any transactions carried out through the Site Services.

No Insurance or Regulatory Oversight

LLH is not regulated by the Financial Services Commission in the British Virgin Islands or elsewhere. You accept that your use of the Site Services is not subject to regulatory oversight, protections or insurance provided by any Person. 

Responsibilities, Limitation of Liability and Indemnity

LLH is acting as technology provider only. You retain full responsibility, and neither LLH nor any of its Associates assumes  any responsibility, for any transfer to or from the Site. LLH is not responsible, and you retain full responsibility, to ensure that each transfer is made to the intended recipient. 

To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that neither LLH nor any of its Associates assumes any liability or responsibility for and neither LLH nor any of its Associates shall have any liability or responsibility for any Losses directly or indirectly arising out of or related to the Site Services.

You hereby agree to release LLH and its Associates from liability for any and all such Losses, and you shall indemnify and save and hold LLH and its Associates harmless from and against all such Losses incurred by them as a result of your use of any Site Services in breach of these Terms, in violation of applicable Law, or for any stolen, lost, or unauthorized use of any account credentials, private keys, back-up phrases, data or other information. To the maximum extent permitted by applicable Law, the foregoing indemnity and limitations of liability and releases shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if LLH or any of its Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.To the fullest extent permissible by Law, the maximum aggregate monetary liability of LLH under these Terms shall in no event exceed the fees paid by you to LLH (if any) in respect of the Site Services in relation to which the liability has arisen.

Force Majeure

LLH is not responsible for Losses caused by delay or failure of the Site, including when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; disease pandemics; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, protocol or internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against by LLH.

Mandatory Resolution of Disputes Through Arbitration

Covered Claims.  LLH and you each agree that any dispute, claim or controversy arising out of or relating to (i) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof; (ii) your use of any Site Services at any time (each, a “Claim ”), will be subject to and finally resolved by confidential, binding arbitration and not in a class, representative or consolidated action or proceeding. Arbitration will be conducted through the use of videoconferencing technology (unless both arbitration parties agree that an in-person hearing is appropriate given the nature of the dispute) before a single arbitrator in accordance with the Rules of Arbitration of the Astana International Financial Centre’s International Arbitration Centre, as amended from time to time (the “IAC Rules”). Judgement upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  If the arbitral parties do not promptly agree on to seat of arbitration if an in-person hearing is selected, the seat will be the British Virgin Islands.  The language of the arbitral proceedings will be English.  The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by Law, and the arbitral decision may be enforced in court.

Delegation. The arbitrator will have the power to hear and determine challenges to their jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement. This authority extends to jurisdictional challenges with respect to both the subject matter of the dispute and the parties to the arbitration.  Any challenges to the jurisdiction of the arbitrator, except challenges based on the award itself, will be made not later than the notice of defense or, with respect to a counterclaim, the reply to the counterclaim; provided , however , that if a claim or counterclaim is later added or amended such a challenge may be made not later than the response to such claim or counterclaim as provided under  IAC  Rules .

Class Action Waiver.  You and LLH expressly intend and agree that: (i) class action and representative action procedures are hereby waived and will not be asserted, nor will they apply, in any arbitration pursuant to these Terms; (ii) neither you nor LLH will assert class action or representative action claims against the other in arbitration or otherwise; (iii) each of you and LLH will only submit their own, individual claims in arbitration and will not seek to represent the interests of any other person, or consolidate claims with any other person; (iv) nothing in these Terms will be interpreted as your or LLH’s intent to arbitrate Claims on a class or representative basis; and (v) any relief awarded to any one user cannot and may not affect any other user.  No adjudicator may consolidate or join more than one Person’s or Party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.

Confidentiality.   You and LLH and any other arbitration parties will maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Law or judicial decision.

Jury trial waiver.  To the fullest extent permitted by applicable law, the Parties hereby irrevocably and unconditionally waive all right to trial by jury in any legal action or proceeding of any kind whatsoever arising out of or relating to these Terms or any breach thereof, any use or attempted use of the Site Services by you, and/or any other matter involving the user and LLH.

Miscellaneous

Governing law. These Terms shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands and shall be interpreted in all respects as a British Virgin Islands contract. Any transaction, dispute, controversy, claim or action arising from or related to your access to, or use of, the Site Services shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles.

We are not acting in partnership with you. Nothing herein, including the provision of Site Services, shall be deemed or construed to create a partnership, joint venture, agency relationship or association between you and any of LLH or its Associates. No Party shall have any right, power or authority to enter into any agreement or undertaking for or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. In providing the Site Services, LLH is acting as a service provider, and not an agent, of the Eligible User, any recipient or any other Person.

No Waiver; Available Remedies.  Any failure by LLH to exercise any of its rights, powers, or remedies under these Terms, or any delay by LLH in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by LLH does not prevent either from exercising any other rights, powers, or remedies. The remedies of LLH are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which LLH is entitled include (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that LLH would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your assets, or your interests therein, that are held by LLH or any of its Associates.

Assignment and Third Party Rights: These Terms, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of LLH and any attempt by you to assign these Terms without LLH’s written consent is void. These Terms, and any of the rights, duties, and obligations contained herein, are freely assignable by LLH, in whole or in part, without notice or your consent (for clarity, this assignment right includes the right for LLH to assign any claim, in whole or in part, arising hereunder). Any attempt by you to assign these Terms without written consent is void. Subject to the foregoing, these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of LLH. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or LLH or any other persons, except (i) such as inure to a successor or assign in accordance herewith and (ii) that the Associates of LLH are intended third party beneficiaries of the rights and privileges expressly stated to apply to the Associates hereunder and shall be entitled to enforce such rights and privileges (including those rights and privileges set out in Sections 10 ( Prohibited Uses ) and 18 ( Responsibilities, Limitation of Liability and Indemnity )) as if a direct party to these Terms. No consent of any Person is required for any modification or amendment to these Terms.

No Liability for Termination. LLH shall not be liable to you or any other Person for termination of your access to the Site Services.

Severability. If any provision of these Terms or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms continues in full force and effect.

Electronic Communications and Acceptance.  You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that LLH may provide in connection with these Terms through publication on the Site or to your authorised e-mail address on file with LLH. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or on which the e-mail is sent to such authorised e-mail address. These Terms may be accepted electronically, and it is the intention of the parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms.

Annex 3 Law Enforcement Requests Policy

Introduction

From time to time, Liquidity Labs Holdings Limited (“LLH”) receives requests about users of its site from law enforcement agencies around the world. This page is here to provide you and law enforcement with information about how these requests are processed.

When LLH is contacted, law enforcement is generally interested in information about users’ identities and information about their trading activities. From time to time, LLH also receives requests relating to the freezing and seizing of users’ assets.

What We Can Technically Do

We can deny services to persons based on their wallet address.

We can also block withdrawals being made from our platform.

What We Cannot Do

We cannot take control of users’  funds.

If the requests relate to the freezing and/or seizing of assets, LLH requires that the request: (i) follows the BVI’s legal process; and (ii) contains all necessary instructions, including, where applicable, the duration of the freeze.

LLH also reserves the right to make disclosures to authorities in order to protect itself, any Associates, and customers.