1.1. Please read the details set out below carefully before accessing the pages of the website (eqifi.com) operated by the Token Generator (the “Site”). By accessing this Site, you agree to be bound by the following terms and conditions and the disclaimers on the Site (the “Terms”) as well as our Privacy Notice (which includes our Cookies Policy).
1.2. You must not use this Site, (or any Platform, Protocol or Apps to which it links), if you have any objection to any of these Terms.
1.3. References to ‘you’ and ‘your’ are references to you and anyone accessing the Site on your behalf.
1.4. References to ‘we’, ‘us’ and ‘our’ are references to the Token Generator its successors, assignees and transferees (and including where applicable its Affiliates). References to “EQIFI” are to the Platform and the Community.
1.5. Products and Services are provided by the relevant Group Company pursuant and subject to terms and conditions (and disclaimers) of the applicable supplemental agreement governing their use which are in addition to these Terms and, to the extent of any express contradiction relating exclusively to their subject matter, shall prevail over these Terms. Our rights (and those of our Affiliates) in any supplemental agreement are in addition to, and not in substitution of, rights arising pursuant to these Terms. These Terms are themselves also supplemental to any Token Generation Agreement entered into between you and the Token Generator (in respect of Tokens) (the “TGA”) and the Deed Poll executed by EQIFi Management Limited (in respect of the Yield Aggregator) (the “Deed Poll”).
1.6. In the event of a contradiction between these Terms and either the TGA or the Deed Poll, these Terms shall take precedence in respect of your use of the Site, Platform and Protocol; and the TGA and Deed Poll shall prevail over these Terms in respect of the other matters considered in the TGA and Deed Poll respectively.
1.7. The rules of Interpretation of these Terms are set out in this clause 1.7. The defined terms used but not defined herein shall have the same meaning as in the TGA and/or the Deed Poll. The following words shall have the meanings set forth below in these Terms and any supplemental agreement:
“Account” means the personal or business virtual account, opened with us or an Affiliate by uploading Personal Data to the Platform and via which you may access or be introduced to Products and/or Services and in respect of which you may hold Vaults and/or Wallets at the Wallet Provider.
“Advisor” means an advisor or consultant to, or an officer of:
(i) any of the Group Companies; and/or (ii) a direct or indirect parent of a Group Company.
“Affiliate” means any one or more of the Group Companies, and each of their directors, officers, employees, agents, successors and assignees.
“Apps” means application software, including the EQIFI App available on the Platform residing on the app.eqifi.com sub-domain.
“Collateral Pool” means a system of blockchain smart contracts created and operated by the Protocol on the Platform, in which are held a pool of Crypto-Assets that are made available by Users for use as collateral in respect of Crypto-Credit, as determined by the Protocol.
“Community” means the unincorporated collective of Users and holders of Tokens.
“Community Rules” means the rules adopted by the Community and, in respect of such adoption, each Token shall represent one vote and a holder of Tokens must hold directly and at the relevant time Stake at least 200,000 Tokens for a period of at least 1 month to be eligible to exercise their voting rights, and to propose a rule or amendment to a rule. Such rules will be adopted by a majority of those eligible votes that vote within 72 hours on the proposed rule in question and come into force after 3 days thereafter. The terms and functionality of the Protocols may be proposed and amended by such rules (but not retrospectively) once the Token Generator determines in its absolute discretion that sufficient Tokens are in circulation. There will be no votes permitted on any proposed Community Rules that would, if adopted, adjust the attributes of the Tokens, Products or Protocols in such a way that the Tokens would be classified as securities or investments in any jurisdiction that the Token Generator deems relevant. Once the Token Generator determines in its absolute discretion that sufficient Tokens are in circulation, Community Rules may be proposed and adopted to control core functions including: listing or de-listing new tokens or asset types, which Tokens may be used in respect of Products, choosing a new governing body to exercise governance control over the Protocols, and/or pausing Products for a reasonable amount of time to abate risks during times of high volatility.
“Crypto-Assets” means any crypto-asset (including crypto-currencies, stablecoins, tokenized assets, and/or the Tokens) that are accepted from time to time by the Platform and/or Protocol being, at launch, USDT, ETH, WBTC, cUSDT, EQX & USDC.
“Group Companies” means as the context requires any one or more of EQIBank Limited, EQIFi Tokens Limited, and/or EQIFi Management Limited.
“Indemnified Party” means us and our directors, employees, officers, agents, successors and assignees and each of our Affiliates and their respective directors, employees, officers, agents, successors and assignees.
“Intellectual Property” means computer code, patents, trademarks, webpages or other proprietary material related to us and/or our Affiliates which you may have the occasion to copy, download, read or print.
“Lending Pool” means a system of blockchain smart contracts created and operated by the Protocol on the Ethereum blockchain with a given unique Ethereum blockchain address in which are held all the deposited Crypto-Assets for the relevant lending Product(s), as determined by the Protocol which matches and/or allocates the Crypto-Assets to the relevant Collateral Pool according to Crypto-Asset class and duration between Start Date and End Date of either 1 month, 2 months, 3 months (as the case may be) or as otherwise determined by the Protocol and/or the Community.
“Personal Data” means any information about you that is necessary or advisable for, among other things: verification of your identity, use of the Products and/or Services, and/or compliance with applicable law and regulation.
“Platform” means the EQIFI App, accessible on the platform.eqifi.com sub-domain.
“Products” means, as the context requires, any one or more of: the fixed interest rate, variable interest rate, yield aggregator, and/or interest rate swap product(s) available on or via the Platform to Users (in accordance with the relevant Protocol, these Terms and any supplemental agreement thereto), and/or such other products as may be added from time to time.
“Protocol” means, as the context requires in respect of the relevant Product, any one or more of the blockchain smart contracts relating to the Liquidity Pool, Lending Pool, Collateral Pool, Vault and/or Wallet, as the case may be, available via the Platform.
“Restricted Territories” means the following jurisdictions: America (the United States of America), Bolivia, British Virgin Islands, Canada, Cayman Islands, Central African Republic, the Commonwealth of Dominica, Cote d’Ivorie, Cuba, the Democratic Republic of Congo, the Democratic Republic of Korea (North Korea). Eritrea, Ethiopia, Fiji, Guinea-Bissau, Guam, Haiti, Iran, Iraq, Liberia, Singapore, Libya, Mali, Morocco, Myanmar, Palau, Panama, Rwanda, Samoa, Seychelles, Sierra Leone, Somalia, South Sudan, Sudan, Syria, Thailand, Trinidad & Tobago, Ukraine (Crimea/Sevastopol), US Virgin Islands, Vanuatu, Venezuela, Yemen, Zimbabwe, the People’s Republic of China (which for the purposes hereof does not include Hong Kong, Macau and/or Taiwan).
“SAFT” means a simple agreement for tokens entered into with the Token Generator or its parent company.
“Services” means as the context requires, any one or more of:
(a) the control and processing of Personal Data and the transfer and/or certification of such data to Affiliates,
(b) the introduction to webpages containing or accessing software in respect of the fixed interest rate and variable interest rate Products (including access to the Platform),
(c) the access to aggregated information in respect of your Vault and/or Wallet (including balance and Transaction History),
(d) the access to the Protocols for relevant Lending Pools
(e) the introduction of Users to Affiliates,
(f) the provision of advice to the Community in respect of the yield aggregator Product,
(g) the introduction to webpages containing or accessing software in respect of the yield aggregator and/or interest rate swap Products,
(h) the arranging of deals in the interest rate swap Product,
(d) the performance of other actions in respect of the above, and
(e) any other service that we or our Affiliates may offer from time to time.
“Staking” means the placing (or allocation) of Tokens into a Walletand locking them there for a minimum period of at least 3 months (or as otherwise determined by the Protocol.
“TGA” means a token generation agreement entered into with the Token Generator.
“Tokens” and “EQX” means the EQIFi Tokens, (also known as “EQX”) issued by EQIFi Tokens Limited, an ERC-20 token having a total supply of 500,000,000.
“Token Generator” means EQIFi Tokens Limited.
“Users” means, as the context requires, users of the Site, Platform, App and/or Protocol.
“Vault” means a system of smart contracts operated by the Protocol, including a digital wallet in the Account. Vaults are created by the Protocol on the Ethereum blockchain with a given unique Ethereum blockchain address in which are Staked the Crypto-Assets in respect of the relevant User, that are intended or designated by the Protocol as available for a Lending Pool .
“Wallet” means an ETH digital wallet in the Account with a given unique electronic address provided by a Wallet Provider in which are held Crypto-Assets, operated by the User.
“Wallet Provider” means MetaMask and/or such other provider of Vaults and/or Wallets as may be supported by ERC-20 and permitted by the Protocol from time to time to interact and interface with the Platform.
In these Terms and supplemental agreements: the singular shall include the plural and vice versa (as the context requires); the word “including” shall be read and understood as “including without limitation”; headings are for convenience only and shall not affect interpretation; and any rules of contra proferentem shall not apply.
1.8. The Terms, information, conditions, disclaimers, policies, material and content provided in the pages of the Site may be amended at any time without notice. You agree to review this Site regularly and your continued access to or use of this Site will mean that you agree to any amendments.
1.9. These Terms (which include the disclaimers and policies referred to within it) contain the entire agreement with you in respect of this Site, superseding all prior agreements and understanding between you and us (and/or our Affiliates) in respect thereof, and to the extent permitted by law no representation or warranty shall be implied or have any effect unless specifically included in these Terms.
1.10. If any provision of these Terms, and/or other agreement between you and us, is or becomes invalid or contravenes any applicable law, the remaining provisions shall remain in full force and effect and you agree that
(a) the provision in question shall be altered only in so far as to make it valid or in accordance with applicable law, and
(b) these Terms shall be interpreted in such a way as to be consistent with applicable law.
1.11. Any course of dealing, or waiver of a breach of any provision of these Terms, and/or other agreement between you and us, shall not affect our rights in the future in respect of any further breach of that or any other provision.
1.12. We may assign, transfer and subcontract our rights and/or obligations under these Terms, and/or any other agreement between you and us, without notification to, or consent from, you. Your rights and obligations hereunder, and under any other agreement between you and us (including with our Affiliates), are not assignable without our prior written consent.
1.13. For the purposes of any TGA between you and us, we acknowledge and consent to the transfer and assignment of listed Tokens in accordance with the rules of certain exchanges from time to time identified as such on the Site.
1.14. These Terms, and any other agreement between you and us, are prepared and concluded in the English language: in case the whole or any part thereof is translated into another language for whatever reason, the English version shall prevail.
1.15. Except for Affiliates, a person who is not a party to these Terms shall not be entitled to enforce or rely upon it.
2. USERS OF THIS SITE
2.1. The pages of this Site relating exclusively to Tokens and their potential uses are operated by the Token Generator (EQIFi Tokens Limited of Trinity Chambers, Ora et Labora Building, Wickhams Cay II, PO Box 4301, Road Town, Tortola, British Virgin Islands). Webpages not relating exclusively to Tokens and their potential uses are not operated by the Token Generator (including the webpages of the Platform, Protocol and Apps). We cannot and do not guarantee that the Site or the information thereon complies with law or regulation of other countries, or is appropriate for use, in other places. In respect of the contractual and any fiduciary relationship between you and us, each time you use this Site is an acknowledgement and acceptance by you that:
(a) your online interaction with us occurs on the Site rather than in your location;
(b) the only applicable law between us is that of the British Virgin Islands (save where the context indicates or implies otherwise in these Terms);
(c) you are deemed to have made and restated the representations and warranties contained in these Terms;
(c) you are over the age of 18 and over the age of majority required by applicable laws.
2.2. You are wholly responsible for the use of the Site by any person using your computer (or other device) and you must ensure that any such person complies with these Terms.
2.3. We reserve the right to adjust, amend, withdraw. restrict and/or not release any token; product; or service, on or accessible via the Site. Moreover, we may amend, change, update or modify:
(a) these Terms; and/or
(b) the rules of operation, accessibility, security procedures and provisions, type and location of resources, administration, features and functionality of this Site, from time to time and without notice or explanation.
3. COUNTRY GUIDELINES
3.1. The information provided on this Site is not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to law or regulation. This Site shall not be considered as communicating any invitation solicitation or inducement to engage in banking or investment activity or any offer or contract to buy, sell or hold any securities or other instruments.
3.2. Not all products, services and investments described on this Site are available in all jurisdictions and some are available on a limited basis only, due to local regulatory and legal requirements, they are not intended for use by persons located in or a resident in or citizens of jurisdictions which restrict such use. Persons accessing these pages are required to inform themselves about and observe any relevant restrictions and applicable law.
3.3. This Site does not and shall not be deemed to constitute an invitation to buy (or the solicitation of an offer to sell) products, services, investments, Crypto-Assets, crypto-currencies, tokens, digital assets or securities in any jurisdiction to any person to whom it is unlawful to make such an invitation offer or solicitation in such jurisdiction.
3.4. If you are a resident or citizen of any of the Restricted Territories you should note that the Site, Products, Services, Platform and Protocol are not available to individuals, corporates, trusts, partnerships or legal persons who are either purchasers of Tokens or persons who do not hold Tokens, and who are also resident in or citizens of Restricted Territories.
4. OUR INFORMATION
4.1. EQIFi Tokens Limited is incorporated with limited liability as a BVI Business Company with registered number 2057286 and has its registered office at Trinity Chambers, Ora et Labora Building, Wickhams II, PO Box 4301, Road Town, Tortola, British Virgin Islands.
4.2. EQIFi Management Limited is incorporated with limited liability as a BVI Business Company with registered number 2063143 and has its registered office at Trinity Chambers, Ora et Labora Building, Wickhams II, PO Box 4301, Road Town, Tortola, British Virgin Islands. EQIFi Management Limited is registered with the Financial Services Commission of the British Virgin Islands as an Approved Manager.
4.3. EQIBank Limited is incorporated with limited liability in the Commonwealth of Dominica with registered number 2015/C3169 and has its registered address at 24 Hillsborough Street, Rosseau II, Commonwealth of Dominica. EQIBank Limited is a digital bank licensed to conduct offshore banking business and regulated by the Financial Services Unit of the Commonwealth of Dominica.
5. IF YOU WOULD LIKE TO MAKE A COMPLAINT
5.1. We are committed to providing you with a first-class service. Even with the best of intentions, we know things can go wrong. So, if for any reason you are not entirely satisfied with any aspect of our service, please let us know as soon as possible. We’ll investigate the situation and where necessary, set about putting things right as quickly as possible. We may also take steps to avoid similar problems happening in the future. Your views are important to us and your feedback is key to improving our performance.
6. CONTACTING US ONLINE
6.1. If you’re an existing member of the Community the quickest and most secure way is to use the Support Centre to send us a message, once you have logged on, alternatively you can interact with our website chat or contact us through our Contact Form on the website. For better response time we recommend using the Contact Centre.
6.2. If you are notifying us of a security breach or security concern you should confirm in writing to [email protected] by email from the email account associated with your Tokens and/or Account. You accept and acknowledge that we may electronically record any telephone, email and chat conversations with you.
7. CONTACTING US BY POST
7.1. Write to us at the following address:
Customer Relations, EQIFi Tokens Limited, Trinity Chambers, Or et Labora Building, Wickhams Cay II, Road Town, Tortola, British Virgin Islands.
8.1. Neither we nor our Affiliates provide unsecured credit, nor enter into any Protocols that do. The Protocol facilitates the borrowing and lending of Crypto-Assets only and neither fiat currency nor digital currency, although fiat currency on/off ramps may be available at EQIBank Limited for its clients.
8.2. Any Bank Debit Card or Credit Card branded “EQIFi” is a regulated product powered by EQIBank Limited.
9. NO OFFER
9.1. Nothing on this Site constitutes a solicitation or offer, to acquire or dispose of any investment, nor is it intended to form the basis of an investment decision and it should not be treated as if it were, nor relied on in any way. Nothing on this Site shall constitute investment advice or a recommendation to buy or sell investments or securities.
10. AVAILABILITY OF TOKENS, PRODUCTS AND SERVICES
10.1. In addition to the Restricted Territories: the Tokens, Products, Services, Platform and/or Protocol accessed via this Site by Users may not be available in certain markets, or at all. This could require a restructuring of that ecosystem and/or its unavailability in all or certain respects on a temporary or permanent basis.
10.2. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE USE OF THE TOKENS, PRODUCTS, SERVICES, PLATFORM AND/OR PROTOCOL IS LEGAL IN YOUR JURISDICTION, AND YOU SHALL NOT USE ANY OF THEM IF DOING SO WOULD RESULT IN YOU, US OR OUR AFFILIATES BEING IN BREACH OF SUCH LAWS.
10.3 Access to the Platform may be suspended: to conduct maintenance, to update alter or revise functionality, and/or to meet regulatory requirements, with or without notice, which will affect your ability to access Products and Services but for which neither we nor our Affiliates will be liable.
10.4. Tokens agreed to be vested in, or for the benefit of, persons pursuant to the Founders and Team Allocation (“Recipients”), in accordance with a SAFT and/or TGA, but which are as yet unvested in such Recipients (or which are held in escrow for their benefit) may, in the absolute discretion of all directors of the Token Generator agreed by unanimous written resolution, be reduced in number in whole or in part (regardless of any implied or express provision to the contrary in the SAFT, the TGA or otherwise) and to such extent remain permanently unvested in any one or more of such Recipients (and/or released from escrow to any one or more other persons who, whilst not the original Recipient, are nevertheless Affiliates) where:
(a) in respect of the original Recipient’s other contractual relationship with a Group Company (or with a direct or indirect parent of a Group Company) either
(i) notice of termination has been issued in respect thereof, or (ii) the original Recipient’s position as employee, director or officer has ceased to be full-time (whether by termination, becoming part-time or being placed on administrative leave); or
(b) it is necessary or advisable in order to ensure consistency with the White Paper. The above discretion of the Token Generator and its directors is permissive and absolute and accordingly need not be exercised equitably, or equally, as between Recipients.
11.1. The value of investments (and any income received from them) can fall as well as rise and you may not get back the amount you invested. For some investments, this can also happen as a result of exchange rate fluctuations because they may have an exposure to overseas markets. Nationals or residents of certain countries or territories may be subject to exchange controls and should seek independent advice before acquiring Tokens and/or using the Products and Services.
12. CRYPTO, DIGITAL CURRENCY AND CRYPTO-ASSETS
12.1. The risk of loss in trading or holding crypto currency, digital currency, and/or Crypto-Assets can be substantial. You should therefore carefully consider whether trading or holding such an asset is suitable for you in light of your financial condition. It is possible to lose the entire value of your holding of such assets. In the event that we become aware of a legitimate dispute as to the beneficial ownership of any Crypto-Asset we may restrict activity in respect thereof until the dispute has been settled to our satisfaction.
13.1. Tax rules differ from country to country. If you are unsure about your personal tax obligations (whether in acquiring, holding or selling Tokens or otherwise) you should seek professional tax advice. It is your responsibility to disclose your income to tax authorities.
13.2. Your tax situation will depend on your personal circumstances, and we recommend you obtain independent tax advice. Any tax information in this Site is based on our understanding of current and proposed legislation and practice and is not intended as legal or tax advice (nor should it be relied upon as such). Legislation and practice may be subject to change.
13.3. You alone are responsible for any filing/reporting and payment of tax due to any applicable and competent tax authority, as required by the laws of your local jurisdiction or otherwise. The uncertainty in tax legislation relating to Crypto-Assets (including the Tokens) may expose you to currently unknown and/or future tax consequences for which neither we nor our Affiliates shall be held liable.
14. REPRESENTATIONS AND WARRANTIES
14.1. Each time you access the Site, Platform and/or Protocol, you represent and warrant to us and our Affiliates on a continuing basis that:
(1) you have capacity and authority to hold Tokens (and/or open and operate the Account, Vaults and/or Wallets) and to enter into transactions that may be related thereto and that the acquisition of Tokens (and/or opening and operation of the Account) has been properly authorized and any Authorized Signatories have been properly appointed
(a) by the directors (in the case of a company),
(b) by the general partner (in the case of a Partnership),
(c) by the trustee (in the case of a trust or
(d) by the beneficial owners (in the case of an individual), and that such authority has not been amended, modified or revoked;
(2) if you are a company, partnership or trust, that the company, partnership or trust (as the case may be) is validly existing and in good standing;
(3) the information you provide to, and your activities with and via, us and/or our Affiliates (including acquiring, holding and selling Tokens, opening and operating an Account, accessing Products and Services, using the Site Platform and/or Protocol, transfers, payments and receipt of payments) is up to date and shall not:
(a) be false, inaccurate or misleading;
(b) be fraudulent or involve the sale of counterfeit or stolen items (or the proceeds thereof);
(c) consist of or relate to illegal activities such as illegal drugs, money laundering, espionage and/or terrorism financing;
(d) be related in any way to unlawful gambling and/or unlawful gaming activities (including payment or the acceptance of payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity whether online and/or offline casinos, sports wagering and office pools), with the exception of payments for gaming transactions that are expressly authorized by law in the jurisdiction of both the sender and the recipient of the payment;
(e) infringe on any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy;
(f) violate any law, statute, ordinance, contract or regulation (including those governing financial services, exchange controls, consumer protection, unfair competition, antidiscrimination, or false advertising) applicable to you;
(g) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
(h) be obscene or contain child pornography or contain non-consenting performers;
(i) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information;
(j) create liability for us or cause us or our third party providers to lose (in whole or in part) the services of our ISP’s or other suppliers;
(k) be in violation of any court order; or
(l) be in breach of any applicable discrimination legislation;
(4) you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of ours (or of our Affiliates) in connection with this Agreement (save that reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction) and that, if you learn of any violation of the above restriction, you will promptly notify us; and
(5) none of
(a) you or your affiliates,
(b) each person or entity owning an interest in any of them nor
(c) their respective personnel are either:
(i) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) nor on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, (ii) a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (iii) directly or indirectly acting on behalf of any person or entity on the U.S. Department of Commerce’s Denied Persons List (which is subject to change without notice), or (iv) a person to whom the Site, Products, Services, Platform and/or Protocol is/are not available (see clause 3,4 above of these Terms).
14.2. You further represent to us that you have read, understood and accepted the disclaimers on the Site and taken appropriate legal and tax advice from professional legal and/or tax advisors with respect to the Tokens (if any) and your use of the Site, Products, Services, Platform and Protocol.
14.3. You acknowledge and agree that in the event of any dispute arising in connection with your use of the Site, Products, Services, Platform, App and/or Protocol, the records held by us or our Affiliates of all matters related to your use thereof on any specific date will be binding on you for all claims and purposes whatsoever. Moreover, you agree to the admissibility of all such records and document without further requirement of proof of authenticity or accuracy in a court of law or similar institution under applicable law. You further represent and warrant to us and our Affiliates that you will regularly check the information on the Platform relating to your Account, Lending Pools, Vaults and/or Wallets (including transfers, transactions, trades, open positions, fees etc) and notify us of any dispute, mistake or irregularity in such information as soon as possible and in any event within 48 hours of the information being posted on the Platform – we, the Platform, the Protocol and our Affiliates shall be entitled (in our absolute discretion) to treat the information as accurate and definitive unless and until so notified. Neither we nor our Affiliates make any representation about the accuracy, order, timeliness or completeness of information available via the Platform and/or Protocol.
14.4. The following sub-clauses, amongst other provisions of these Terms, exclude or limit our legal liability for the Site. You should read them carefully. They all apply only as far as the law permits and, in particular, we do not exclude or restrict our statutory obligations to you under the laws of the British Virgin Islands, in particular no representation or warranty is made or implied by us or our Affiliates as to whether:
(a) the information on the Site and/or the Platform (or on which it is based) is or will be accurate or complete (although we have taken reasonable steps to ensure the accuracy, currency, availability correctness and completeness of the information contained on the Site, it is provided on an “as is”, “as available” basis);
(b) the Site, the Products, the Services, the Platform, App or the Protocol, will be available and meet your requirements;
(c) access to the Site, the Products, the Services, the Platform, the App or the Protocol, will be uninterrupted;
(d) there will be no delays, failures, errors or omissions or loss transmitted information;
(e) no viruses or other contaminating or destructive properties will be transmitted; or
(f) no damage will occur to your computer system.
14.5. You have sole responsibility for adequate protection and back-up of data and/or equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses or other destructive properties. Any user ID and/or password you may have for the Site, Platform, App, Protocol, Vaults and/or Wallets, are confidential and you must maintain the confidentiality of such information. You undertake to obtain all necessary hardware, as well as to install all necessary software (including security and antivirus) for your use of the Site, Platform, App and Protocol. You alone are responsible for keeping your device safe and maintaining adequate security and control of your username, password and access to or use of the Site, Platform, App and Protocol via your device (regardless of whether such access may have been made without your knowledge, authority or consent – neither we nor our Affiliates shall be liable for any loss or damage caused thereby). In the event that your device has been lost or stolen or has been accessed or used in an unauthorized manner, you shall as soon as possible, reset the relevant passwords.
14.6. The use of the Site, Platform, App and Protocol, is at your sole risk. To the maximum extent permitted by law neither we nor any of our Affiliates shall be liable for any loss or damage whatsoever and howsoever arising as a result of your use of or reliance on the information contained on the Site, Platform or Protocol.
14.7. This Site may be used for the purposes of carrying on a legitimate business or enterprise. You and your affiliates shall act in good faith and comply with all local, state and/or national laws, rules and regulations that are applicable from time to time in respect of your use of the Site, Products, Services, Platform, App and Protocol, the conduct of your business and the effectuation of transactions on or via the Site, Platform, App and Protocol (including all government embargo and sanction laws and regulations, and all anti-corruption laws and regulations – for example, U.S. economic sanctions, the United Nations Convention against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Council of Europe Criminal Law Convention on Corruption, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act). Neither we nor our Affiliates shall be responsible for determining the requirements of laws, rules or regulations applicable to your businesses (including those relating to use of the Site, Products, Services, Platform, App or Protocol and whether such requirements are met) which shall be your sole responsibility.
14.8. When using or accessing the Site, Platform, App and/or Protocol, you and your affiliates further represent and warrant on a continuing basis that you will not:
(a) engage in or facilitate any transaction with or for the benefit of any countries subject to U.S. sanctions from time to time,
(b) conduct or launch any mining, harvesting, extracting, scraping, scalping, indexing or surveying of data or any similar activity,
(c) interfere, intercept or expropriate our network, system, data or information,
(d) transmit or upload any virus or other malicious software or program,
(e) try to gain unauthorized access to other User’s accounts, vaults or wallets, or to websites, pages, networks or systems operated by us or our Affiliates or to those we link to,
(f) decompile, reverse engineer or disassemble any of our (or our Affiliates’) programs, networks, systems or services or unduly burden or hinder the operation and/or functionality of any aspect thereof,
(g) infringe our Intellectual Property and/or that of our Affiliates,
(h) damage, disable, impair or compromise the Site, Products, Services, Platform, App, Protocol, and/or Tokens,
(i) interfere with other User’s use of the Site, Products, Services, systems, Platform, App, Protocol, and/or Tokens or adversely affect the reputation of EQIFI,
(j) place or impose an unreasonable or disproportionately large burden or load on the infrastructure (including: this Site; the Platform; the App; the Protocol; and our servers, networks, data centers and related equipment(and/or those of our Affiliates),
(k) enter into transactions that manipulate the Platform (for example, entering into both sides of a transaction, or similar Product, at the same or similar time, either acting alone or in concert with others or other Accounts);
(l) use any software (including artificial intelligence, ultra-high speed or mass data entry) which might manipulate, game, abuse or give you an unfair advantage when using, the Products, Services, Platform, App and/or Protocol. If it is suspected that you have profited from breaching any of the above representations neither we, our Affiliates, the Protocol nor the Platform shall be under any obligation to make or arrange transfer of any payments in respect thereof into or out of your Account, Vault and/or Wallet and, if such amounts have been credited to your Account, Vault and/or Wallet, the relevant amount may be deducted without notice and held in a suspense account until such time as we or our Affiliates (as the case may be) have made a final determination as to whether to use such amounts to compensate other Users in respect of your breach of these representations (and your breach shall grant us irrevocable authority to make such deductions and transfers).
14.9. If you breach any representation or warranty in these Terms, we (including our Affiliates, the Platform and/or the Protocol) may close any open transactions and/or close or freeze your Account, Vaults and/or Wallets.
14.10. Except as expressly provided in these Terms, to the maximum extent permitted by applicable law, we disclaim all other representations or warranties, express or implied, made to you, your affiliates or any other person (including those regarding quality, suitability, merchantability or fitness for purpose, whether made orally or in writing and regardless of any custom or usage of trade). Access to the Products, Services, Platform, App and Protocol are provided on an “as is” and “as available” basis without any warranty under these Terms or otherwise.
15. THIRD PARTY SITES AND ENDORSMENTS
15.1. Where we provide hypertext links to other locations on the Internet including other websites or pages, we do so for information purposes only. We are not responsible for the content of any other websites or pages linked to or linking to this Site. We have not verified the content of any such websites or pages. Following links to any other websites or pages shall be at your own risk and we shall not be responsible or liable for any damages or in any other way in connection with linking. Links to downloadable software sites are for convenience only and we are not responsible or liable for any difficulties or consequences associated with downloading software. Use of any downloaded software is governed by the terms of the relevant license agreement, if any, which accompanies or is provided with the software. When you access or link to any other website or page, please read the terms and privacy notice issued in respect thereof to determine the policies that apply to information or data maintained by that website or page.
15.2 No representation or warranty is made or implied by us or our Affiliates regarding: the accuracy, functionality or performance of any third-party software (including the Platform and the Protocol) that may be used in connection with this Site.
15.3. No endorsement or approval of any third-parties or their advice, opinions, information, products or services is expressed or implied by any information on this Site.
16. THIRD PARTY PLATFORMS AND SOFTWARE
16.1. We and/or our Affiliates may utilize, rely upon and interface with, platforms and software provided by (or made accessible to us by) third-parties (including Affiliates). Such third-parties may aggregate your anonymized client data (including in order to compile statistical and performance information related to the provision and operation of their services and to comply with applicable law as well as for publication provided it does not identify you).
16.2. Neither we nor our Affiliates make or imply any warranties or representations in respect of, and shall not be liable for, any acts or omissions of third-parties and/or Affiliates (including: their platforms, protocols, services, Apps, pages and/or software; and whether the same are appropriate or available for use in specific locations).
16.3. The platforms, protocols, Apps, pages, software and websites accessed via the Site or by us or any of our Affiliates may:
(a) constitute a “commercial item” (as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212) and accordingly (consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4) all U.S. Government end users acquire the same with only those rights set forth therein;
(b) utilize software and technology that may be subject to United States and foreign export controls.
16.4 In accordance with Clause 16.3 (above) you acknowledge and agree that
(a) the Site, Platform, App and Protocol, shall not be used, transferred or otherwise exported or re-exported to persons or countries in violation of applicable laws (including
(a) U.S. laws, regulations and policies governing the export and re-export of commodities, software, and technology (collectively “items”) falling under the jurisdiction of the U.S. export Administration Regulations (EAR) and administered by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) and
(b) Council Regulation (EC) No. 1334/2000), and
(b) you and your affiliates, will comply strictly with all applicable export and re-export laws and assume responsibility for obtaining licenses to export or re-export as may be required.
16.5. Information acquired through the use of either the Site, or any third-party platform utilized in respect thereof (including the Platform, Protocol and/or Apps), shall not be used for nuclear activities, chemical or biological weapons, or missile projects.
17. “KNOW YOUR CUSTOMER” Data
17.2. Subject always to the above duty of confidentiality, you consent that we may provide information about you to:
(a) our professional advisers;
(b) anyone to whom we transfer (or may transfer) our rights and duties under this Agreement; and
(c) our Affiliates, successors, assignees, agents, directors, officers and employees.
17.3. If we transfer your information to a service provider or agent (including its affiliates) in another country or jurisdiction, we will ensure that the service provider or agent agrees to the same levels of protection as we apply to information held in the British Virgin Islands and to use your information only for the purpose of providing the service to you and/or our Affiliates.
17.4. Notwithstanding the above, neither we nor our Affiliates shall be liable for information passed in the normal course of business. You specifically authorize us (and/or any one or more of our Affiliates) to back up or copy any and all data related to you to any jurisdiction (including the United States of America) as we and/or such Affiliates shall determine in their absolute discretion and to operate back-office functions from such jurisdiction(s) on a temporary or permanent basis.
17.5. You hereby authorize us (and any one or more of our Affiliates or service providers) to use, verify and confirm any and all information that you (or your agent) provides including, obtaining reports concerning you (and/or your principal’s) background, credit standing or business conduct and to share all such information with our/their successors, assignees, agents, Affiliates and service providers.
17.6. The Site is operated by the Token Generator and powered by EQIBank Limited and, although you need not open a bank account or custody account with EQIBank Limited, by delivering or uploading KYC Data via this Site you indicate your agreement to be treated as if you were a client of EQIBank Limited (and/or its nominee(s) if accepted as such), in accordance with its/their respective Website Terms and Conditions. Where you access webpages operated or powered by one of our Affiliates or other third party, to request products or services from any of them, your acceptance of these Terms is also your agreement to their Website Terms and Conditions and for us, EQIBank Limited to make an introduction in accordance with the laws of the British Virgin Islands, and/or the Commonwealth of Dominica (as the case may be) and to share your KYC Data with that Affiliate or other third party, certify or make representations about it, and/or otherwise make it available to them in accordance with applicable law.
17.7. If at any point we determine in our absolute discretion that we need to verify that your KYC Data is complete, accurate and up to date, we may request that you either provide more information or that you repeat the verification process again. Unless and until you have provided the information requested, or completed the verification process, neither we nor our Affiliates will be able to provide you with any services and will not be liable for any losses you may incur as a result thereof.
18. INTERNET E-MAIL
18.1. Messages sent over the internet cannot be guaranteed to be completely secure as they are subject to possible interception or loss or possible alteration. We are not responsible for the security of emails or internet communications and will not be liable to you or anyone else for any damages or otherwise in connection with any message sent by you to EQIFi or any message sent by EQIFi to you over the internet.
18.2. We maintain strict security standards and procedures to prevent unauthorised access to information about you. We will never contact you by email (or otherwise) to ask you to validate personal information such as your user ID, password, Account numbers, and/or electronic addresses of Vaults and/or Wallets. If you receive such a request, please let us know by Contacting Us.
19. SOCIAL MEDIA
19.1. We operate channels, pages and accounts on some social media sites to inform, assist and engage with users about Tokens. We monitor and record comments and posts made on these channels about EQIFi so that we and our Affiliates can improve our services.
19.2. We are not responsible for any information posted on those sites or pages other than information we have posted ourselves. We do not endorse the social media sites themselves, or any information posted on them by third-parties or other users. We don’t give investment, tax or other professional advice via social media sites. You should always seek independent advice before making such decisions.
19.3. When you engage with us via social media your personal data may be stored on that social media site’s servers which are outside our control and may be in the US (or elsewhere outside of your jurisdiction). Any information posted to such sites may be accessed and read by the general public. It is not an appropriate forum to discuss Users’ financial arrangements, for the protection of confidentiality in communications between us we may therefore delete your posts on our page of a social media site (in so far as we are able) but even this may not protect your privacy or may occur too late to do so. We will not ask you to share personal, account or security information via social media sites, and you should not post such information on those channels.
19.4. We regularly update and monitor our social media accounts and welcome feedback and ideas submitted via these channels. We endeavour to join the conversation whenever possible, however, cannot guarantee to read or reply to all messages sent to EQIFi’s official social media accounts.
19.5. Emerging themes and helpful suggestions are passed to the relevant people within the Group Companies for consideration but no guarantee is made that any proposals will be acted on.
20. TRADEMARKS, COPYRIGHT AND INTELLECTUAL PROPERTY
20.1. Copyright and intellectual property rights in the page screens, information and material in their arrangement included in this Site is owned by or licensed to us (and/or our Affiliates) unless otherwise noted, and all such rights are reserved. You are granted a limited license only so that you may imprint, copy, download or temporarily store extracts from our Site for your personal information or when you use our products and services. You must not alter anything. Any other use is prohibited unless you first get our written permission. In particular, no one may use a part of our Site on any other website, or link any other website to our Site, without our prior written permission.
20.2. You acknowledge, represent, warrant and covenant that you do not own any copyright or other Intellectual Property rights in data, the Services or the Site, or in any third party site or pages, accessed via the Site (or utilized by us or our Affiliates in respect thereof, including the Platform, App and Protocol) and are subject to the conditions of confidentiality specified in these Terms, the TGA and/or Deed Poll (as the case may be). EQIFi Tokens Limited has no rights or interests in the Platform, the Protocol or Apps and neither operates nor maintains them under license or otherwise.
21. INDEMNITY AND LIMITATION OF LIABILITY
21.1. Your use of this Site, the Platform or the Protocol, is an acknowledgement and acceptance that you indemnify, to the fullest extent permitted by applicable law, the Indemnified Parties from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including attorney’s reasonable fees) arising out of or in any way related to your breach of any of the provisions of these Terms and/or supplemental agreements thereto.
21.2. In no event shall any one or more Indemnified Parties be liable to you for anything arising out of or in any way connected with your use of this Site, the Products, the Services, the Platform and/or the Protocol whether such liability is under contract, tort or otherwise; nor will Indemnified Parties be liable for any indirect, special, exemplary, punitive or consequential damages (including lost revenue, lost profits, lost goods, lost technology, lost data, lost or interrupted service, or other losses) arising out of or in any way related to your use of the Site, the Products, the Services, the Platform and/or the Protocol.
21.3. None of the Indemnified Parties shall be liable for:
(a) the management or performance of your Crypto-Assets (including any reduction in their value);
(b) acts or omissions of the Protocol; nor
(c) any taxes or duties or third-party fees payable in respect of your Crypto-Assets or income from them.
21.4. To the extent that liability is not excluded under these Terms, the liability of any Indemnified Party is limited to: re-supplying; replacing; repairing; paying the cost of re-supplying, replacing or repairing; or paying the cost of supplying again, the service in respect of which the breach occurred (as determined by the Indemnified Party in its absolute discretion).
21.5. In the event of any dispute (whether arising in connection with your use of the Site, Products, Services, Platform, Protocol, Apps and/or webpages of our Affiliates or otherwise), you acknowledge and agree that our records (including documents and electronic records of ours and/or our Affiliates) of all matters related to your use thereof on any specific date will be binding on you for all claims and purposes whatsoever. Moreover, you agree that such records are our property and will be admissible without further requirement of proof of authenticity or accuracy in a court of law, arbitration or similar institution under applicable law.
21.6. In no event will our aggregate liability for any loss or damage arising in connection with these Terms and/or any supplementary agreement, exceed the fees, if any, you paid to us in respect of your Account during the 12 month period immediately prior to the event giving rise to the claim for liability and the limitations of liability in these Terms shall apply to the fullest extent permitted by applicable law.
23. GOVERNING LAW
23.1. Your contract with us is governed by the laws of the British Virgin Islands, as are our dealings with you up until the contract is concluded. We are required to tell you that the terms and conditions of the contract are in English and that we will communicate with you in English. If you have a dispute with EQIFI we will attempt to resolve it through our support team.
23.2. In respect of any dispute, controversy, or claim arising out of or in connection with your relationship with us (including these Terms) or the breach, termination or validity thereof (a “Dispute”), the parties shall cooperate in good faith to resolve it, However, if the parties are unable to resolve a Dispute within ninety (90) days of formal written notice of such Dispute (stated as such) being received by all parties in accordance with clause 22 (Notices) above, such Dispute shall be finally settled by binding arbitration in accordance with the BVI IAC Arbitration Rules, in accordance with which: the number of arbitrators shall be three, the place of arbitration shall be George Town, Grand Cayman, Cayman Islands, and the language to be used in the arbitral proceedings shall be English.
23.3. You agree that:
(a) any dispute resolution proceeding shall be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated or representative action or proceeding;
(b) no court or other dispute resolution authority can consolidate or join more than one claim and can otherwise preside over any form of a consolidated, representative, or class proceeding; and
(c) any relief awarded cannot affect other Users.