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These Terms and Conditions of Use (these "Terms") are between you (also referred to herein as "user", "you" and "your") and Hyphen Labs Ltd., a company incorporated in Singapore ("Compass", "we", "us" and "our"). These Terms govern your use of the services provided by Compass described below. By accessing the services made available on https://www.compasswallet.io/ and browser extension (the "Website") or through the Compass’s Android or iOS applications (the “Apps”) (collectively, the "Services"), you agree that you have read, understand, and accept all of the terms and conditions contained in these Terms.
1.1) Eligibility
To be eligible to use the Services, you must (a) be at least eighteen (18) years of age or older; (b) not be a Restricted Person (as defined below). If you are a Restricted Person, do not attempt to access or use the Website or to install or use the Apps. Compass may but is not obligated to implement technical measures such as "geo-blocking" to ensure that the Services are not available to Restricted Persons. Use of a virtual private network (e.g., a VPN) or other means by Restricted Persons to access or use the Services is prohibited. We reserve the right to limit the availability of our Website to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion.
For the purpose of these Terms:
“Restricted Person” shall mean any person that (a) resides in, a citizen of, is incorporated in, or has a registered office in any Restricted Territory, as defined below; and (b) is listed on, or owned or controlled by a person or persons listed on, or acting on behalf of a person or persons subject listed on, any Sanctions List or otherwise subject to any Sanctions.
“Restricted Territory” shall mean any state, country or region that is listed on any Sanctions List or is otherwise subject to sanctions enforced by the United States, the United Nations, the United Kingdom or the European Union (including but not limited to, Myanmar (Burma), Cote D'Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe).
“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority.
“Sanctions Authority” shall mean any of (a) the United States government; (b) the United Nations Security Council; (c) the United Kingdom government; and (d) the European Union; and (e) the Singapore government.
“Sanctions List” includes the “Specially Designated Nationals and Blocked Persons”, “Consolidated Sanctions” and “Sanctions Programs and Country Information” lists maintained by the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the “Consolidated List of Financial Sanctions Targets” and the “Investment Ban List” maintained by Her Majesty's Treasury (HMT), or any similar list maintained by, or public announcement or designation made by any Sanctions Authority.
1.2) Suspension or Termination
We reserve the right to disable access to the App / Website interface at any time in the event of any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the App / Website interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the App / Website interface being inaccessible to you at any time or for any reason.
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1.3) Interface
The interface hosted on the App / Website provides a visual representation of the available Services and enables access to the Compass Wallet. You are solely responsible for adhering to all laws and regulations applicable to you and your use or access to the App / Website and interface thereon. You shall ensure that your use of the App / Website and Compass Wallet is not prohibited by or otherwise violates or facilitates the violation of any applicable laws or regulations, or contributes to or facilitates any illegal activity. We make no representations or warranties that the information, products, or services provided through the App / Website, are appropriate for access or use in other jurisdictions outside of Singapore.
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1.4) Access
You agree and understand that you are not allowed to enter any restricted area of any computer or network of Compass under any circumstances, or perform any functions that are not authorised by these Terms.
2.1) Compass Wallet
Compass Wallet is a non-custodial electronic wallet application, which allows users to generate new wallet addresses and associated private keys or import any existing wallet addresses, manage, monitor and engage in various transactions relating to supported digital assets.Â
Compass Wallet is intended solely for proper use with supported digital assets and supported blockchains (as designated by Compass from time to time, which may in its sole discretion terminate support at any time for any particular digital asset). Under no circumstances should you attempt to utilize Compass Wallet to store, send, request, or receive any assets other than supported digital assets on the supported blockchains. Compass assumes no responsibility in connection with any attempt to use Compass Wallet with unsupported digital assets or any unsupported blockchains.Â
Compass solely provides technical software and does not own or control the underlying software protocols which govern the operation of digital assets and which users may interact with utilizing Compass Wallet. Generally, these underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Compass assumes no responsibility for the operation of the underlying protocols and does not guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of your digital assets.
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2.2) Custody and title to assets
When you access certain features of the Services, the user interface will allow you to perform a variety of transactions on the relevant supported blockchains. In particular, you confirm that all actions and functions performed through the relevant supported blockchains are irrevocable.
You remain in full control of your digital assets, which are not held or controlled in any way by Compass. Compass does not collect or hold your private keys or your recovery phrase - accordingly, if you lose your private key and/or secret recovery phrase, you will lose access to your digital assets and any person having access to such private key / recovery phrase will have full access to your Compass Wallet. Compass cannot access your digital assets; digital backups; recover keys, passwords, or other information; reset passwords; or reverse transactions. An encrypted backup of certain information associated with the Compass Wallet can be stored on your device in Keystore JSON format. The private key is connected to your digital asset address and, together, they can be used to authorize the transfer of digital assets to and from that digital asset address. YOU ARE SOLELY RESPONSIBLE FOR THE SAFETY OF YOUR DIGITAL ASSETS AND YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION FOR STORING, BACKING UP, AND MAINTAINING THE CONFIDENTIALITY OF YOUR PRIVATE KEYS, RECOVERY PASSWORDS, AND INFORMATION, AND FOR THE SECURITY OF ANY TRANSACTIONS YOU PERFORM USING THE APP / WEBSITE. You expressly relieve and release Compass from any and all liability and/or loss arising from your use of the Services.
Compass Wallet is a non-custodial software, so title to all supported digital assets are held directly in your own name as your property, and you shall not transfer the same to Compass. As owner of supported digital assets, you shall bear all risk of loss of such supported digital assets. Compass shall have no liability for supported digital asset fluctuations or any loss.
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2.3) Interactions with Third Party Service Providers / Protocols
The Services may incorporate, integrate or may provide access to, applications or materials that are hosted by another party, including, but not limited to: (a) blockchain networks (such as Sei); (b) information providers or oracles (for price data, currency exchange information, market data, and other relevant information); (c) various exchanges, liquidity or lending protocols; and (d) validators providing staking services. Please note the provisions and disclaimers in Clauses 4.1 and 10.3 below.
You are informed and hereby acknowledge that in relation to the functionalities of the Compass Wallet (i.e., the transfer, swap or stake functions), all transactions are conducted through either the relevant blockchain network (for the transfer function), the relevant exchange or liquidity protocols (for the swap or stake function).Â
You acknowledge that we will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions and that you are contracting directly with your counterparty on a peer-to-peer basis through the relevant blockchain or protocol (for the transfer or swap function). Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the App / Website, or using the smart contracts, or any other transactions that you conduct via the relevant blockchain network.
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2.4) Experimental features
In order to test new features and functionalities, we may release certain experimental features on Compass Wallet from time to time. These features may not be complete and may have not been fully tested, which may present heightened risks. They may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. Compass does not guarantee the stability, functionality, or long-term support of these features, and we do not recommend using these features unless you have strong technical skills and fully understand the implications of your actions. You expressly acknowledge and agree that use of Compass Wallet (including any experimental feature) is at your sole risk.
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2.5) Service fees
The relevant blockchain network typically requires the payment of a transaction fee ("Gas Fee") for every transaction that occurs on the relevant blockchain network. The Gas Fee funds the network of computers that run the decentralised network. This means that you will need to pay a Gas Fee for each transaction that occurs via the App / Website.
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2.6) Not an Offering of Banking business, Trust business, Custodial business, Escrow business, Securities or Commodities
You understand and affirm that Compass is a non-custodial provider of technical software which assists users to managing their digital assets. The content of the App / Website and the Services do not constitute any banking business, trust business, custodial business, escrow business, any offer to buy or sell, or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities or any other financial instruments in any jurisdiction. The content or the App / Website and the Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation. In particular, the Services do not constitute any "banking business" within the meaning of any banking laws, "custody" within the meaning of any virtual assets law, or "capital markets products" or "securities" within the meaning of any securities law.
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2.7) No Advice
Compass makes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of participating in digital assets on any blockchain, any financial products, securities, funds, commodity interests, partnership interests or other investments or funding or purchasing loans. Compass is merely a technology service provider allowing you to manage your own digital assets connecting you with various third parties and does not offer fiduciary services, and is not your agent, trustee, advisor or fiduciary.
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2.8) Taxes
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any interest received through the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
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You agree to use the App / Website and/or the Services, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein and subject further to the following conditions:
a. Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or Sanctions, or that involves proceeds of any unlawful activity.
b. Abusive Activity: you agree not to engage in any activity that poses a threat to Compass or the App / Website, for example by distributing a virus or other harmful code, or through unauthorized access to the App / Website or other users’ digital assets. You shall not use the App / Website in any manner that could damage, disable, overburden, impair or otherwise interfere with any of Compass’s server, or the networks connected to any Compass server, or interfere with any other party’s access and use of the App / Website.
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c. Inappropriate Behaviour: you agree not to interfere with other users’ access to or use of the Services.
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d. Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the App / Website to contact individuals, companies, or other persons or entities outside the App / Website for any purpose, including but not limited to marketing activity.
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e. Fraud: you agree not to engage in any activity which operates to defraud Compass, other users, or any other person; or to provide any false, inaccurate, or misleading information to Compass.
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f. Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.‍
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g. Unfair competition: you agree not to access the App / Website or use the Services in order to build a similar or competitive site, services, or software.
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You acknowledge and agree that the Services are currently in the initial development stages and there are a variety of unforeseeable risks with utilising the Services or participating in the platform. In the worst scenario, this could lead to the loss of all, or part of your digital assets associated with the Services. IF YOU DECIDE TO UTILISE SERVICES YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE BELOW RISKS AND AGREE NOT TO HOLD COMPASS OR ANY OF THEIR RELATED PARTIES RESPONSIBLE FOR THE FOLLOWING RISKS:
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4.1) Third-party Risk
The Services rely on whole or partly, on third-party software and the continued development and support of third parties. There is no assurance or guarantee that those third parties will maintain their support of their software, which might have a material adverse effect on the Services.Â
Further, when using the stake function, you may be exposed to counterparty risk if there is any default, insolvency or failure to perform on the part of the relevant service provider you have chosen to stake the relevant digital asset with.
4.2) No Insurance
Digital assets are not legal tender, are not backed by the government, and are not subject to any deposit insurance schemes or protections under any banking or securities laws. Compass is not a bank and does not offer fiduciary services, nor does it offer any security broking services.
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4.3) New Technical Risk‍
The Compass software used for Compass is new. While this software has been extensively tested, the software used for the Services is still relatively new and could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations.
4.4) Smart Contract Risks
The underlying smart contracts run on a variety of supported blockchain networks, using specially developed smart contracts. Accordingly, upgrades to the relevant blockchain network, a hard fork in the relevant blockchain network, re-organisations of blockchain structure or blocks, or a change in how transactions are confirmed on the relevant blockchain network may have unintended, adverse effects on the smart contracts built thereon, including Compass software and smart contracts.
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4.5) Information Security Risk
Digital assets, and use of the Services may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Services in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the underlying blockchain networks comprise open-source software, there is the software underlying the Services may contain intentional or unintentional bugs or weaknesses that may negatively affect the Services or result in the loss of the user’s digital assets, the loss of the user’s ability to access or control their digital assets. In the event of such a software bug or weakness, there may be no remedy, and users are not guaranteed any remedy, refund or compensation.
4.6) Regulatory risks
The regulatory status of digital assets, and distributed ledger technology is unclear or unsettled in many jurisdictions. While every effort has been taken to ensure that the Services are compliant with local laws, it is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to the Services. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Services. Regulatory actions could negatively impact Compass in various ways, and thus the Services may not be available in certain areas.
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4.7) Taxation Risk
The tax characterization of digital assets, and the usage of the Services are uncertain. It is possible that the user's intended treatment of digital assets may be challenged. You must seek your own tax advice in connection with the Services provided by Compass, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value-added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
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4.8) Other Risks Associated with the ownership or trading of digital assets
Trading in digital assets entails significant risks of financial loss. You should not commit funds to owning or trading in digital tokens that you are not prepared to lose entirely. Markets for digital assets are volatile and prices can fluctuate significantly, which could result in sudden and significant increases or decreases in the value of your assets at any given moment. You should assess whether your financial situation and risk tolerance is suitable for owning, buying, selling or trading digital tokens. You accept and agree that you are solely responsible for any decision to buy, sell, trade or otherwise hold or deal with digital assets.
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5.1) Access and Availability‍
Access to the Services may become degraded or unavailable on Compass during times of significant volatility or volume. This could result in the inability to interact with third-party services for periods of time and may also lead to support response time delays. Users will, however, be able to access these third-party services through other means. Although we strive to provide you with excellent service, we do not guarantee that the App / Website or Services will be available without interruption, and we do not guarantee that requests to interact with third-party services will be successful.
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5.2) Website Accuracy
Although we intend to provide accurate and timely information on the Website, the Website (including, without limitation, the content may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third-party materials accessible or linked to from the Website.
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6.1) General
Because Compass operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our providing you certain disclosures electronically, either via our App / Website or to the email address (if applicable) you provide to us. By agreeing to these Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the App / Website and Service.
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6.2) Communications
By accepting these Terms, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, in any way as we deem appropriate. Notwithstanding the aforementioned, any form of communication from Compass will be provided to you electronically through the App / Website or (if applicable) via email to the email address provided. If you require paper copies of any agreements or disclosures, you may print such documents desired.
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6.3) Scope of Consent‍
Your consent to receive disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such disclosures relate, whether between you and Compass or a third party by and through the Service. Your consent will remain in effect for so long as you are a user and, if you are no longer a user, will continue until such a time as all disclosures relevant to Services received through the App / Website.
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6.4) Withdrawing Consent
‍You may withdraw your consent to receive agreements or disclosures electronically by contacting us at [support@leapwallet.io]. However, once you have withdrawn your consent you will not be able to access the Services.
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7.1) Compass Intellectual Property ‍
You acknowledge that all Intellectual Property Rights in the Compass Wallet, the App / Website, or any service/product thereon (including without limitation any information, licenses, business plans, data, patent disclosures, system applications, structures, models, flow charts, techniques, processes, compositions, compounds, software, programs, source code and object code, comments to the source or object code, specifications, documents, reports, presentations, test results, findings, ideas, knowhow, copyright, trade secrets, abstracts and/or summaries thereof) exclusively belongs and shall exclusively belong to Compass, and you shall have no rights in or to such Intellectual Property Rights.
To the extent any Compass intellectual property rights are deemed to belong to you, you hereby irrevocably assign and transfer to Compass all right, title and interest in all such intellectual property rights, and agrees to execute all documents reasonably requested by Compass for the purpose of perfecting such assignment and/or transfer and applying for and obtaining any domestic and foreign patent and copyright registrations.
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7.2) Limited License
All content on the App / Website, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Content”), are the proprietary property of Compass with all rights reserved. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Compass’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the App / Website. Provided that you are eligible for use of the App / Website, you are granted a limited license to access and use the App / Website and Compass Wallet and to download or print a copy of any portion of the Content solely for your use in connection with your use of the App / Website or Service, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Content is strictly prohibited. Any use of the App / Website or the Content other than as specifically authorized herein, without the prior written permission of Compass, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
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7.3) Trademarks
Compass and other Compass graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Compass in the British Virgin Islands, the U.S. and/or other countries. Compass’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Compass. Compass may, at its sole discretion, limit access to the App / Website by any users who infringe any intellectual property rights of Compass or others.
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7.4) Copyright Complaints
If you believe that any material on the App / Website infringes upon any copyright which you own or control, you may send a written notification of such infringement to Compass at [support@leapwallet.io].
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7.5) Suggestions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the App / Website or the Service (“Suggestions”), provided by you to Compass are non-confidential and shall become the sole property of Compass. Compass shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
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8.1) Loss or Compromise
Any loss or compromise of your electronic device or your security details may result in unauthorized access to your digital assets by third parties and the loss or theft of such assets. You are reminded not to store any password, seed phrases or other security details in any non-secure systems, such as third-party email services, which may be susceptible to security breaches and security incidents.
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8.2) Shared Access
You should never allow remote access or share your computer screen with someone else when you are accessing the Compass Wallet. Compass will never under any circumstances ask you for your private keys or passwords, or to screen share or otherwise seek to access your computer or digital assets. You should not provide your details to any third party for the purposes of remotely accessing your computer, devices or digital assets.
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8.3) Personal Data
You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with these Terms, or the Services. Accordingly, you represent and warrant that: (i) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed; (ii) before providing any such personal data to us, you have read and understood our Privacy Policy, which is available at [https://www.compasswallet.io/privacy], and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and (iii) if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.
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8.4) Safety and Security of Your Computer and Devices‍
Compass is not liable for any damage or interruptions caused by any computer viruses, malware or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attacks. We advise that you use reputable virus screening and prevention software to protect your systems and/or devices.
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9.1) Contact Compass‍
If you have feedback or general questions, please contact us via our User Support at [support@leapwallet.io]. When you contact us, please provide us with your name, email address, and any other information we may need to identify you, your transactions conducted, and digital assets held.
9.2) Dispute Resolution‍
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH Compass AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Each party (i) waives all its respective right(s) to have any and all disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") arising from or related to these Terms resolved in a court, and (ii) waive all its respective right(s) to have any Disputes heard before a court. Instead, each party shall arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
Any Dispute arising out of or related to these Terms is personal to you and will be resolved solely through individual arbitration, and in no circumstances shall be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an entity attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Any Dispute arising out of or in connection with these Terms (including without limitation the enforceability of this section or any question regarding its existence, validity or termination) 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 number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English.
Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Compass shall be sent by e-mail to Compass at [support@leapwallet.io]. Notice to you shall be either posted on the Website or, if available, will be sent by email to your email on record. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a full and sufficient description of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Compass cannot agree on how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable party, then either you or Compass may, as appropriate and in accordance with this section, commence an arbitration proceeding or, to the extent specifically provided for in this section, file a claim in court.
The arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
If any term, clause or provision of this section is held invalid or unenforceable, it will be held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this section will remain valid and enforceable. Further, the waivers set forth in this section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
You agree that this section of these Terms has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.
A printed version of these Terms shall be admissible in judicial or administrative proceedings.
9.3) Disclaimers
None of Compass's, its parent, any of its affiliates, subsidiaries, providers or their respective officers, directors, employees, agents, independent contractors or licensors (collectively the "Compass Parties") guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Content and the Compass Parties disclaim liability for errors or omissions in the Content. This Website and all of the Content is provided "as is" and "as available," without any warranty, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement or title. Additionally, there are no warranties as to the results of your use of the Content. The Compass Parties do not warrant that the Website is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to these Terms. Compass cannot guarantee and does not promise any specific results from use of the Website and/or the Service.
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9.4) Availability
The Website and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Compass assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Compass is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Website or combination thereof, including injury or damage to users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Website and/or in connection with the Service. Under no circumstances will Compass be responsible for any loss or damage, including any loss or damage to any user Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Website or the Service, any User Content or Third Party Content posted on or through the Website or the Service or transmitted to users, or any interactions between users of the Website, whether online or offline.
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9.5) Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL COMPASS OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE APP / WEBSITE OR THE SERVICE OR ANY OF THE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE APP / WEBSITE, EVEN IF COMPASS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW COMPASS’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPASS FOR THE SERVICES. IN NO CASE WILL COMPASS’S LIABILITY TO YOU EXCEED 100 SINGAPORE DOLLARS. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPASS FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPASS, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN LOCAL, STATE OR FEDERAL LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
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9.6) Governing Law; Venue and Jurisdiction
By visiting or using the App / Website and/or the Service, you agree that the laws of Singapore, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. If you contract with any third party through Compass, the terms of such contract will be governed by the contractual terms prescribed by such third party.
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9.7) Indemnity
You agree to indemnify and hold Compass, its subsidiaries, affiliates and service providers, and each of their directors, officers, agents, contractors, partners and employees, (each an “Indemnified Party”) harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including solicitor fees (on a full indemnity basis), and any fines, fees or penalties imposed by any regulatory authority, arising out of or related to: (a) any dispute with another user of the App / Website or any third party ; (b) your breach of these Terms; (c) your violation of any law, rule or regulation, or the rights of any third party; and (d) Compass’s enforcement of these Terms.
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10.1) Amendments
We may amend or modify these Terms by posting on the App / Website the revised Terms, and the revised Terms shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and App / Website. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein. If the revised Terms include a material change, we will endeavour to provide you advanced notice via the App / Website before the material change becomes effective. You understand and agree that your continued use of the Service or the App / Website after we have made any such changes constitutes your acceptance of the new Terms.
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10.2) Force Majeure
Compass shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
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10.3) Links to Other Web Websites and Content
The App / Website contains (or you may be sent through the App / Website or the Services) links to other websites ("Third Party Websites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the App / Website or any Third Party Content posted on the App / Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of or linking to any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the App / Website and access Third Party Websites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the App / Website.Â
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10.4) Assignment
These Terms, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction (without having to seek your prior consent). Any attempted transfer or assignment by you in violation hereof shall be null and void. These Terms shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
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10.5) No-Waiver
The failure of Compass to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
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10.6) Relationship of the parties
You agree and understand that nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from these Terms is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and these Terms and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
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10.7) Notices
To give us notice under these Terms, the user must contact Compass by email at [support@leapwallet.io].
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10.8) Entire Agreement
These Terms and our Privacy Policy, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and us as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of these Terms), as well as every nature between and among you and us.
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10.9) Severability
If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.
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10.10) Survival
The following provisions of these Terms shall survive termination of your use or access to the App / Website and/or Services: Clauses 7 (Intellectual Property), Clauses 9.2 to 9.7 (relating to disputes, disclaimers, limitations on liability and indemnity), Clause 10 (General Provisions), and any other provision that by its terms survives termination of your use or access to the App / Website and/or Services.
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10.11) English language
Notwithstanding any other provision of these Terms, any translation of these Terms is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language. In the event of conflict or ambiguity between the English language version and translated versions of these terms, the English language version shall prevail. You acknowledge that you have read and understood the English language version of these Terms.
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Last Updated: 17 August 2023