Terms and Conditions of Services

THIS TERMS AND CONDITIONS OF SERVICES (hereinafter referred to as the “Terms”) is made between:

1. Mamoru Global Limited (“Mamoru”, “We” or “us”), a company incorporated and registered in the Republic of Seychelles, with the registration number of 225395; and 2. You (“User” or “You”).

By visiting, accessing, or using www.mamoru.com (the “Site”) and the associated application program interface or mobile applications (collectively referred to as “Services”), You have expressively indicated the CONSENT to the Terms prescribed hereunder. You may be subject to additional terms and conditions applicable to certain features when using the same as an integral part of the Services.

In the Terms prescribed hereunder:

  1. words importing the singular shall, where the context permits, include the plural and vice versa and words importing gender or neuter include both gender and neuter;
  2. The expression “person” shall include any firm, partnership, association of persons and body corporate and any such persons acting jointly and the personal representatives or successors in title of any such person;
  3. References to “writing” shall include telex, cable and facsimile transmission and texts transmitted through electronic media; and
  4. Headings are for convenience only.

IMPORTANT NOTICE: THE TERMS CONSTITUTE THE AGREEMENT AND UNDERSTANDING BETWEEN YOU AND MAMORU, IN RELATION TO THE USE OF ANY OR ALL OF THE SERVICES MADE AVAILABLE BY MAMORU, AND ANY MANNER OF ACCESSING THEM. PLEASE READ THE TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. THEY CONTAINS IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH IN THE SECTION BELOW ENTITLED “GOVERNING LAW”. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

GENERAL RISK DISCLOSURE

Please refer to our Risk Disclosure

ELIGIBILITY AND PROHIBITION OF USING OUR SERVICES

We may not make the Services available in all markets and jurisdictions and may restrict or prohibit use of the Services from certain jurisdictions. If you are registering to use the Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.

The Services are intended solely for Users who are 18 or of legal age in the jurisdictions where the Users are domiciled. By accessing or using the Services, You represent and warrant that You are of required legal age and mentally fit, and have not previously been suspended or removed from the Services by us.

By accessing and using the Services, You represent and warrant that you are not on any trade or economic sanctions lists, such as the UN Security Council Sanctions List, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. We maintain the right to select jurisdictions where we wish to operate and may restrict or deny the Services in certain jurisdictions at our sole discretion.

In the event of a potential loophole in the Services offered by us that unjustly enriches the User, he/she may be contacted by us for further follow-up which potentially include the disgorgement of such unjustified profits / gains. We maintain the discretion to take appropriate remedial actions, including but not limited to restricting account transactions, freezing account activities, initiating prosecution in a court with right of jurisdiction and other measures deemed appropriate for the purpose of protect the interests of us and / or other Users, as the case maybe.

ACCOUNT REGISTRATION AND VERIFICATION

In order to use the Services, you must first register by providing legal full name, email and mobile phone number, indicate your consent to the Terms and other personal information as required by us from time to time. You acknowledge that we may in our sole discretion, refuse to open an account for you without disclosing any reasons. Further, we may, in our sole discretion, limit the number of accounts that you may hold, maintain or acquire.

You confirm that you are the only party who has the ultimate interest(s) in the account. Should the direct ownership or direct beneficiary interests have changed, you agree to inform and notify us in writing promptly.

You confirm that the information provided is complete, accurate and current. You acknowledge the importance to provide complete, accurate and current information to us as we will rely on such information to understand your personal background, financial situation and other necessary information for providing the Services. You undertake to inform us immediately if there is any change to that information. It is your responsibility to ensure the accuracy of information and to notify us immediately with regard to any discrepancies.

We are authorized to conduct credit inquiries on you and to verify the information you have provided.

You authorize us, share your confidential information in accordance with our Privacy Policy, from time to time as it may be required, with certain third parties and / or our associates, for the purposes of proper and effective operation of the account and provision of Services to you, the implementation of internal credit control or risk management policies, and/or the compliance with applicable foreign or local laws and regulations.

You further agree to permit us to keep a record of your information for the lifetime of your account plus 5 years subsequent to account closure.

ACCOUNT PROTECTION

For the protection of the integrity of your account, you shall create a password and enable 2-factor authentication and other available credentials and login information (collectively "Passwords"). You acknowledge, represent and warrant that you are the sole and exclusive owner(s) and authorized user(s) of such Passwords. You accept the full responsibility for monitoring and safeguarding the integrity and security of the Passwords. You shall immediately notify us in writing, if you become aware of any loss, theft or unauthorized use of the Passwords. In the absence of such notification, we are not liable for any consequential damage in connection therewith.

ACCOUNT CLOSURE AND TERMINATION

You may close your account at any time. Account closure will not affect any rights and obligations incurred prior to the date of closure. You may be required to either cancel or complete all open orders and, provide transfer instructions in relation to any fiat currency and/or cryptocurrencies available in your account after the cancellation / completion of all open orders.

You are responsible for any fees, costs, expenses, charges, or obligations (including but not limited to, attorney and court fees or transfer costs of fiat currency or cryptocurrencies) associated with account closure. In the event that the costs of account closure exceed the value of assets in your account, we may ask for reimbursement from you. You may not close any of your accounts to avoid such fees otherwise due or to avoid any examination related to the detection of money laundering, terrorist financing, fraud, or any other financial crime.

You agree and acknowledge that we have the right to terminate any account at any time and for any reason. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to this Terms and/or applicable laws and regulations. If your account is terminated, we will return your funds, less the value of any trading fee discounts, rebates, and/or damages that we are entitled to pursuant to the Terms. If your account is no longer subject to an investigation, court order, or subpoena, you authorize us to return your funds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any bank account linked to your account, unless otherwise required by law.

UPDATE OF CONTACT INFORMATION

It is your responsibility to keep your email address and/or mobile phone number on file with us up to date so that we can communicate with you electronically. You understand and agree that if you cannot receive our electronic communication due to incorrect or out-of-date contact information, blocked by your service provider, we will be deemed to have provided the communication to you. If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Mamoru to your email address book so that you will be able to receive the communications. You can update your email address, mobile phone number or street address at any time by logging into your account or by sending such information to contact@mamoru.com. If your email address or mobile phone number becomes invalid such that electronic communications sent to you are returned, we may deem your account to be inactive, and you may not be able to use our Services until we receive a valid, working email address or mobile phone number from you.

SET-OFF

Unless expressly provided otherwise in the Terms, all sums payable by you under the Terms shall be paid in full without set-off or counterclaim or any restriction or condition.

You irrevocably and unconditionally authorizes us to apply any amounts (in whatever currency / cryptocurrency) standing to the credit of your account in reduction of any amounts (whether matured or contingent) payable by you under the Terms.

In addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right we may have under the Terms or by law, we may, without prior notice to you or any other person, set off any sum or obligation (whether or not arising under the Terms, whether matured or contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by you to us or any affiliate of ours against any sum or obligation (whether or not arising under the terms, whether matured or contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by us or any affiliate of ours to you.

USER RIGHT AND INTELLECTUAL PROPERTY

You shall be granted with a limited, non-exclusive, non-transferable license by us, subject to the Terms, to access and use our Services. You agree that you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way, exploit any of our Services.

All content available through the Services provided is the property of Mamoru and is protected by copyright, patent, trademark and any other applicable laws, unless otherwise specified hereby.

The trademarks, trade names, service marks, identifying marks, illustrations, designs and logos of Mamoru (hereinafter the “Trademarks”) are the property of Mamoru and its respective owners. The software code (whether binary, assembly, source, object, HTML or otherwise), applications, text, images, graphics, data, files, prices, trades, charts, graphs, video and audio materials used related to the Services belong to Mamoru. The Trademarks and other content as indicated on the course of provision of Services should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, no matter manual or automated. The use of any of such content on any other site or application or a networked computer environment for any other purpose is strictly prohibited; any such unauthorized use may violate copyright, patent, trademark and any other applicable laws and could result in criminal or civil penalties. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of ours and may not be copied, imitated or used, in whole or in part, without our prior written permission.

All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

TRANSACTION HANDLING AND MONITORING

You acknowledge that we will process transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. You must take care to ensure that the details of any transactions you initiate (including any addresses and amounts) are correct and we will not be responsible for any errors in transactions as a result of your mistake.

You acknowledge that we do not guarantee the identity of any of the parties to a transaction. Transactions cannot be reversed or cancelled once they have been Confirmed. You agree that your Account will be self-directed and that you are solely responsible for all transactions conducted with your Digital Assets.

You acknowledge that we have the absolute rights in setting and adjusting daily trading and withdrawal limits on fiat currencies as well as cryptocurrencies, having regard to the operational needs, risk management and status of Services provided.

You acknowledge that if any transaction initiated from your account is found to be suspicious, we have the absolute right to either freeze or terminate your account without giving any prior notice. Suspicious transaction reports may be filed to the competent authorities, without your knowledge. Our suspension or termination of your account due to the aforementioned considerations does not breach any of our obligations and duties to you.

TRANSACTION CANCELLATION / MODIFICATION

You acknowledge that it is your sole responsibility to ensure the accuracy and rightfulness of any order placed by you, and such orders accepted by us represents a binding obligation to buy or sell the specified quantity of cryptocurrencies.

All transactions are final and are irreversible except where we are required to either modify or cancel your order (in part or in whole) in light of considerations given to, enforceable laws and regulations, any abusive or fraudulent nature associated with the orders, or there’s a suspicion that the orders are placed with obvious errors in terms of executing price, quantity and other relevant factors.

SETTLEMENT

A transfer of cryptocurrency may not be deemed settled and completed until: the transaction has been recorded in a block and a certain number of subsequent blocks have been added to the applicable blockchain; or the transaction has met a different protocol confirmation standard for a specific cryptocurrency agreed upon between you and us in writing.

Notwithstanding the foregoing or anything else in the Terms to the contrary, the transfer of a cryptocurrency will only be deemed settled and completed if the relevant transaction(s) is included in the current longest chain of the applicable blockchain.

INTEREST CALCULATION

From time to time, products with interest payment may be made available via the Services. By subscribing into such products, you are entitled to gain interest on the cryptocurrencies concerned. The Annual Percentage Yield (“APY”) associated with the products are presented for illustrative purpose only. It is subject to change at any time before or after your account is opened. The APY is calculated by dividing the applicable interest rate by three hundred and sixty five (365) days, and adjusted for the relevant duration of the product subscription.

You acknowledge that we have the sole and absolute discretion in adjusting the APY at any time without giving you prior notice, in view of prevailing market conditions, in particular the overall market sentiment and market forces of supply and demand that affect the cryptocurrency concerned.

SERVICE AVAILABILITY AND MAINTENANCE

We strive to make available the Services to Users continuously and 24/7 without disruptions. There’re however limited exceptions where we may need to suspend the Services (in part or in whole) without prior notice to Users. In that regard, the Services may be temporarily not available to Users due to, for instance services maintenance (either scheduled or unscheduled), unexpected issues with computer or cryptocurrency network functionality or speed, vendor outages, cybersecurity incidents and Force Majeure events like natural and unavoidable catastrophes.

In our efforts to minimize disruption, we will push notice to User as soon as we are able to and ensure that the Services resumed will undergo an orderly restarting process, minimizing any potential adverse user experience.

Notwithstanding the above, we may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

FORCE MAJEURE

We will not be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of our vendors or suppliers, acts of God, pandemic or epidemic events, or other causes over which we have no reasonable control.

NETWORK CONTROL

We do not own or control any of the underlying software through which blockchain networks are formed and cryptocurrency are created and transacted. The underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using any of the Services, you understand and acknowledge that we are not responsible for the operation of the underlying software and networks that support cryptocurrencies and that we make no guarantee of functionality, security, or availability of such software and networks.

HARD FORKS

Any blockchain may undergo software updates from time to time, which will result in a permanent divergence in the blockchain (a “Hard Fork”). As a result of that, the blockchain concerned will split into two separate and distinct blockchains, and any cryptocurrency on that original blockchain may entitle its holders to a new type of cryptocurrency. Due to the administrative complexity caused from the store of any hard-forked cryptocurrency, you acknowledge that we retain the sole and absolute discretion in deciding whether our Services will support the new hard-forked cryptocurrency.

We are not obligated in any way to monitor or maintain balances of the hard-forked cryptocurrency issued to holders of the applicable cryptocurrency upon a Hard Fork. In the event you wish to receive the new hard-forked cryptocurrency, you shall withdraw the applicable cryptocurrency from your account in advance.

REHYPOTHECATION

Except where prohibited or limited by applicable law, you grant us the right, without further notice to you, to hold the cryptocurrencies held in your account in Mamoru’s name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such cryptocurrencies, separately or together with other property, with all attendant rights of ownership, and for any period of time and without retaining in Mamoru’s possession and/or control a like amount of cryptocurrencies, and to use or invest such cryptocurrencies at its own risk. You acknowledge that, with respect to assets used by Mamoru pursuant to this paragraph (i) you may not be able to exercise certain rights of ownership and (ii) Mamoru may receive compensation in connection with lending or otherwise using cryptocurrency in its business to which you will have no entitlement.

TAXATION

It is your responsibility to determine what, if any, taxes apply to your usage of the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Mamoru is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding or remitting any taxes arising from any trades.

INDEMNIFICATION

You agree to indemnify and hold harmless us and our employees, managers, partners and affiliates from any losses, damages, suits and expenses, of whatever kind, including reasonable legal fees, that we incur in connection with or arising out of your use of the Services, or our activities in connection with such Services, and for your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or any act or omission by you or any person acting on your behalf while using the Services, regardless of whether the specific use was expressly authorized by you.

COMPLIANCE

You agree to comply with all relevant laws of Seychelles (where Mamoru is incorporated), and the relevant laws of your residency where applicable. In using the Services, you acknowledge that your actions are in a legal and proper manner and your sources of cryptocurrencies are not from illegal activities. We may discretionarily or in coordination with competent authorities to seize, restrict or close-out your account, fiat currency and cryptocurrencies.

PRIVACY POLICY

Please refer to our Privacy Policy for information about how we collect, use and share your information.

SEPARABILITY, MODIFICATION AND INTERPRETATION

Any provision under the Terms that becomes invalid shall be ineffective to the extent of such invalidity, without affecting the remaining provisions of the Terms.

No modification of the Terms shall be valid unless in writing and agreed upon by the User and Mamoru.

The User acknowledges that Mamoru retains the absolute right of final interpretation in relation to the terms and conditions prescribed herein.

COMPLAINTS

If you have any complaints, feedback, or questions, please contact us at contact@mamoru.com. When you contact us, please provide us with your name and email address and any other information we may need to identify you, and the transaction on which you have feedback, questions or complaints.

GOVERNING LAW

The Terms and the interpretation and application of the provisions hereof shall be governed by and construed in accordance with the laws of the Special Administrative Region of Hong Kong. The User irrevocably hereto agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong.

Last updated: December 2021