TERMS AND CONDITIONS

You must read, agree to, and accept all of the terms and conditions contained in this Agreement (the “Agreement”) to be a User (as defined below) of our Website (as defined below) or the Services (as defined below). Please read this Agreement carefully, and consult independent legal advice prior to agreeing and accepting these terms.

These terms and conditions form an Agreement between you as a User, and Custody Plus Pte. Ltd. (“Custody Plus”), a company incorporated in Singapore (UEN No. 202132310R) and whose registered office address is 8 Marina Boulevard #29-01, Tower 1 Marina Bay Financial Centre, Singapore 018981. The provisions of this Agreement govern your use of our Website and of our Services (as defined below). The purpose of the Website is to provide Visitors with information to acquaint with our Services. Please also read the Privacy Notice at Appendix 2, which specifies how we collect, use, disclose, process and protect your personal data, in accordance with the Personal Data Protection Act 2012 (No. 26 of 2012) of Singapore (the “PDPA”).

Should you have any questions or comments in relation to the Website or Services, please contact us via email at: support@custodyplus.sg.

This Agreement describes the conditions under which you are allowed to access and use the Website and/or Services. If you do not agree to these Terms, you should stop visiting, accessing or using the Website or services immediately, whether as a Visitor, User or otherwise.

By signing up to use, using or accessing the Website or using the Services in any manner, or maintaining an account with Custody Plus you agree that you have read, understood, and accepted all the terms and conditions contained herein, as well as our Privacy Notice, and such other terms and conditions as may be imposed by Custody Plus and notified to you from time to time.

Consideration for your acquiescence to all of the provisions in this Agreement has been provided to you in the form of allowing you to use our Website and our Services. You agree that such consideration is both adequate and is received upon your viewing or use any part of any of our Website or Services.

If you agree to the Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Agreement and agree that this Agreement is binding upon, and inures to the benefit of, the entity and its successors and permitted assigns. In that event, “you” and “your” will refer and apply to both you and that entity. You represent and warrant to comply with all applicable laws in the access and/or use of the Website and Services.

IT IS AGREED:

DEFINITIONS & INTERPRETATION
1. In this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings corresponding to them:
  
  “Affiliate” means, with respect to a specified party, an entity that directly or indirectly through one or more intermediaries, is controlled by this party, in each case where the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
  
  “Confidential Information” means any material or information which is not obtainable or circulated in the public domain whether or not such information may amount to trade secrets, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of the User; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
  
  “Custody Plus“, “us“, “we” or “our” means Custody Plus Pte. Ltd. (UEN 202132310R), a company incorporated under the laws of Singapore, and its subsidiaries, affiliates and related corporations are operators of the Website, and any associated Services.
  
  “Custody Plus Marks” shall have the meaning ascribed to it in Clause 9.2.
  
  “Digital Assets” means any digital asset that is expressed as a unit, capable of being transferred, stored and traded, with or without conditions or limitations, and approved by Custody Plus from time to time in connection with the provision of the Services. Digital Assets include digital tokens which represent capital market products or securities.
  
  “Intellectual Property Rights”: means all intellectual property rights including patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  
  “Materials” means images and content, including, but not limited to, text, software, images, graphics, data, messages, or any other information, and any other Website content owned, operated, licensed, or controlled by Custody Plus.
  
  “SIAC Rules” shall have the meaning ascribed to it in Clause 20.3.
  
  “SIAC” shall have the meaning ascribed to it in Clause 20.3.
  
  “Services” means the provision of custodial services in relation to Digital Assets and/or minting of Digital Assets, including all services, applications and products related thereto accessible through the Website or any other marketing materials distributed by Custody Plus.
  
  “Singapore Dollar(s)” and the sign “S$” mean the lawful currency of Singapore.
  
  “Singapore Overnight Rate Average” or “SORA” shall have the meaning ascribed to it in Clause 4.8.4.
  
  “User” means any person, who has been onboarded as a registered user of the Services and the Website (and agreed to the terms of this Agreement) to utilise the Website and Services.
  
  “Visitor” means visitors to the Website who visit the publicly available portions of the Website, who are not registered Users.
  
  “Website” means our website, all affiliated websites (including mobile websites), APIs and any applications published by us or our Affiliates for access to or use of the Website or any Services, owned and operated by us, our predecessors or successors in interest, or our Affiliates, as updated, revised or amended from time to time.
  
  “your” or “your” means any person who accesses our Website, including a Visitor or User and including any entity or agency on whose behalf any such person accesses or uses the Website.
2. In this Agreement, unless the context otherwise requires:
  1. “Including” Unless a contrary indication appears, a reference in this Agreement to “including” shall not be construed restrictively but shall mean “including without prejudice to the generality of the foregoing” and “including, but without limitation“;
  2. Interpretation Act: The Interpretation Act, Chapter 1 of Singapore, shall apply to this Agreement in the same way as it applies to an enactment;
  3. “Person” refers to a firm, a body corporate or an unincorporated association;
  4. Subsidiary Legislation: References to a statute or statutory provision include any subsidiary or subordinate legislation made from time to time under that statute or statutory provision;
    
    References to any legal entity or individual persons includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees; and
  5. References to one gender include all genders and references to the singular include the plural and vice versa.

USER ACCOUNT
1. Access
  Although Visitors may access certain public areas of the Website, only registered Users may use the Services provided. We provide Users with access to our Services on as “as is” and “as available” basis. We are not responsible for ensuring you have the appropriate hardware or software required to access our Website and use our Services. You will need to purchase or license the necessary hardware and software to access the Website and Services. Any internet access or other fees that you incur to access our Website and use our Services are your sole responsibility. This applies to all public and non-public areas of the Website.
2. Registration & Acceptance
  1. Registration as User may be made through an offline onboarding process. Custody Plus may, at its sole discretion and without providing any reasons to the applicant, reject any person to register as a User. By registering for a user account to use the Website or the Services (the “User Account”), or by your continued use of the Website or the Services, or by clicking to accept the terms of this Agreement when prompted on the Website, you agree to abide by this Agreement.
  2. You are required to register for a User Account by completing an online registration form and providing certain registration details and information and accepting the terms of this Agreement and additional agreements (when applicable) to use the Services. Some of the requested information which are required to verify your identity and relevant qualifications may be personal, private or detailed. You agree to provide true, accurate, current and complete information about yourself as prompted by the online registration form or as part of forms provided to you by way of email during the offline onboarding process (collectively the “Registration Data“), and you further undertake to maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while you are a User. We may, in our sole discretion, refuse to register a User Account for you, or limit the number of User Accounts that you may hold.
  3. If you create a User Account as an employee or agent on behalf of an entity, you represent and warrant that you are authorised to and have obtained all the necessary approvals to enter into binding contracts, including this Agreement, on behalf of yourself and the entity.
3. Eligibility to Use & Access Website & Services
  To register for a User Account or use the Website and/or the Services, you hereby represent and warrant that you: (a) are the User or are an owner, officer, employee or agent of the prospective User and are authorised to act for it; (b) will use the Website and the Services; (c) will comply with any law, regulations, legal requirement, judgment, order or governmental or regulatory direction, notice, requirement or instruction or licensing, registration, or other requirements with respect to your business or the business for which you are acting, and your use of the Website and/or the Services; (d) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who have the requite legal capacity to execute legally binding contracts; and (e) are not (i) subject to sanctions by the United Nations (“UN”) Security Council, the Monetary Authority of Singapore (“MAS”), the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Kingdom’s Office of Financial Sanctions Implementation (“OFSI”), the European Union (“EU”), Canada’s Department of Foreign Affairs and International Trade (“DFAIT”), or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”), or (ii) located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by MAS, OFAC, OFSI, the EU, the UN, DFAIT or any other governmental entity.
4. Changes to Registration Data
  You are required to promptly inform us of all changes, including, but not limited to, changes in your address and changes in any Digital Asset account used by you in connection with the Website and/or Services, if applicable. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we or any of our authorised agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your User Account and refuse any and all current or future use of the Website and Services by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Website or the Services. You are responsible for any fees that Custody Plus incurs with respect to your User Account.
5. Verification of Registration Data
  Upon registration for a User Account, and from time to time thereafter, your User Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of official government or legal documents confirming your identity, your location, and your authority to act on behalf of your organisation. You authorise Custody Plus, directly (or through third parties), to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial account(s), subject to applicable law. You are required to provide us with complete and accurate information about your organisation and yourself when requested by Custody Plus.
6. Enhanced Due Diligence
  We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Custody Plus staff (collectively the “Enhanced Due Diligence“). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence, prior notice of which will be provided to you.
7. Responsibility for User Account
  You are entirely responsible for any and all activities conducted through your User Account. You agree to notify us immediately of any unauthorised access or use of your User Account, as well as of any other breach of security. While we may implement certain monitoring procedures designed to alert us to fraudulent activity, we are not responsible for any unauthorised access or use of your User Account, and you agree that you are solely responsible for any such unauthorised access or use, and for protecting the security of your User Account and the confidentiality of your login credentials.
8. Password Security
  As part of our security measures, please note that we will never ask you, for any reason, to disclose your User Account password. Password inquiries will only be conducted online and only after you have signed onto the Website. In the event you receive an embedded link by email claiming to be from us, you should not open it or click on the link, and should notify us of this immediately.
9. Third Party Account Information
  In order to provide you with the Services, you may also be required to disclose certain other third-party account information to us, including, without limitation, your bank account number, your wallet addresses and related information. As indicated elsewhere in this Agreement, we are not responsible for any unauthorised access or use of your User Account or any third-party accounts which you use in connection with the Services provided.
10. Agreement to Receive Notifications & Other Communications
  We reserve the right to send electronic mail or other messages to you and to other Users. The purpose of these communications may include, but is not limited to:
  1. providing you with information concerning your User Account including contract notes, monthly statements and quarterly statements;
  2. providing information to you regarding products or services offered by our Affiliates or partners;
  3. informing you about any of our related products or services; or
  4. providing you with information about any item that we think, in our sole discretion, may be of interest to you.

PERMITTED PURPOSE
1. You may only access and use the Website for the Services or to understand information about us or the Services. Without our express prior written authorisation, you shall not:
  1. Duplicate any part of our Website or the Materials contained therein or received via the Services (except as expressly provided elsewhere in this Agreement);
  2. Create any derivative works based on our Website or any of the Materials contained therein or received via the Services, and you agree and stipulate that any and all derivative works are not “fair use”;
  3. Use our Website or Services, or any of the Materials contained therein, for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are not “fair use”;
  4. Re-distribute our Website or any of the Materials contained therein or received through the Services, and you hereby agree and stipulate that any and all such uses is not “fair use”;
  5. Remove any copyright or other proprietary notices from our Website or any of the Materials contained therein;
  6. Frame or utilise any framing techniques in connection with our Website or any of the Materials contained therein;
  7. Use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Website’s name or marks, and you hereby stipulate that any use of the Website’s name or marks, or any other marks owned by us is an infringement upon our trademark rights, and you agree to pay any and all fees incurred in the recovery of this amount;
  8. “Deep-link” to any page of our Website, or avoid agreement to this Agreement (for the avoidance of doubt, you may only link to the main entry page of the Website);
  9. Circumvent any encryption or other security tools used anywhere on the Website or in conjunction with the Services (including the theft of usernames and passwords or using another person’s username and password in order to gain access to a restricted area of the Website);
  10. Use any data mining, bots, scrapers or similar data gathering and extraction tools on the Website or in conjunction with the Services;
  11. Sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or Services or any of your rights to access and use the Materials or Services as granted specifically by this Agreement;
  12. Use our Services to impersonate any other User or person;
  13. Use any Material or information on our Website or included in our Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party;
  14. Upload or attempt to upload files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programmes that may damage the operation of the property of another;
  15. Upload, post, email or otherwise transmit any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and Confidential Information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  16. Restrict or inhibit any other User from using and enjoying the Services.
  17. harvest or otherwise collect information about others, including e-mail addresses or other personally-identifiable information;
  18. Violate any applicable laws, policies, or regulations; and/or
  19. Do anything that may adversely affect proper operation of the Website, the Services and the reputation and goodwill of Custody Plus.
2. If you are seeking information regarding any illegal activities or seeking to engage in any illegal or fraudulent activity, please leave this Website immediately and do not attempt to use the Services. You acknowledge and agree that you are aware of the legality of using our Services in your relevant local jurisdiction, and you agree that you will not use the Services if such use is prohibited or otherwise violates the laws of your state, province, country, or other jurisdiction.

CUSTODY PLUS SERVICES
1. Digital Assets Account
  1. Custody Plus provides safekeeping and custodial services in respect of your Digital Assets under your User Account and controlled and secured by Custody Plus (“Digital Asset Account”).
  2. The Digital Assets shall be minted and/or held in the Digital Asset Account of your User Account pursuant to the terms and conditions of the Agreement and additional agreement (where applicable) entered into between you and Custody Plus at the time of registering as a User.
  3. The Digital Assets that are held in the Digital Asset Account of your User Account are completely separate from the general assets of Custody Plus.
2. Custodian Services Agreement
  1. As a part of the registration as a User of the custodial services, you will be required to read and acknowledge the Custodian Services Agreement with Custody Plus.
  2. You agree and understand that the terms and conditions of the Custodian Services Agreement shall govern the provision of the custodian services for the Digital Assets by Custody Plus to you.
3. Instructions Regarding Services
  1. Your primary mode of communication with, obtaining information on, and providing instructions to, us regarding the Services and your Digital Assets shall be the email and the secondary mode shall be by website. We may from time to time contact and communicate with you via other modes of communication, including telephone calls.
  2. Such information and instructions include arrangements in relation to the custody of your Digital Assets and claiming and receiving dividends, interest payments and other entitlements accruing to you, and the exercise of any right and power, arising from ownership of your Digital Assets.
4. Authorisation of Third Parties
  1. You may authorise appropriate third parties to access your User Account and provide us instructions regarding the Services and your Digital Assets as authorised users in accordance with the process agreed in the Custodian Services Agreement. If you do, you should be aware that by virtue of that, that third party may access your transactional and other data, initiate transfers from your User Account, transfer or otherwise deal with your Digital Assets, and/or provide instructions regarding the Services on your behalf. We may at our sole discretion require from you satisfactory evidence of your authorisation of any such third party from time to time.
  2. Any and all instructions and transactions entered into or actions undertaken by such authorised third parties shall be binding as if they were entered into on your own behalf.
  3. We are not responsible for any loss or damage incurred as a result of any such third parties’ instructions or transfers, authorised or unauthorised, as a result of your appointment or authorisations.
  4. We may refuse access to third parties for objectively justified and duly evidenced reasons relating to unauthorised or fraudulent dealing with or access to your User Account or Digital Assets. In such cases, unless we are prohibited by applicable law, we will inform you that a third party’s access has been denied. In the event that a third party’s access has been denied, Custody Plus shall have the sole discretion to permit access to the third party.
5. User Account Information
  You will be able to see your account balance and your transaction history using our Website, including: (i) the amount of each type of Digital Assets held in your Digital Asset Account, (ii) a reference to identify the dates and times of sales and purchases or transfers of Digital Assets;(iii) the withdrawals and deposits of funds; and (iv) any fees charged (including a breakdown of the fees).
6. Service Interruptions
  From time to time due to technological factors, scheduled software uploads and other factors beyond or within our control, the Website or other Services may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless against any such interruption of or inability to access the Website or Services.
7. User Account Security
  Our policy does not cover any losses resulting from any unauthorised access or use of your User Account. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication, including your keys and passwords. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account.
8. Fees
  1. You agree to pay our applicable fees for the Services in accordance with the applicable fee schedule enclosed and notified to you, which is deemed to be expressly incorporated herein, and as amended from time to time. We may change, modify, or increase our fees at any time upon reasonable notice. You also agree and understand that we will invoice you for the fee on a recurring basis.
  2. Late payment interest shall apply on all outstanding fees remaining unpaid after fourteen (14) days at a rate of 2%-point above the 3-month compounded Singapore Overnight Rate Average (“3-month compounded SORA”) for the period referred to in clause 4.8.3 below.
  3. Late payment interest shall be levied from the date the payment is due up to and including the date that payment is made.
  4. In this clause 4.8: means–
    1. “Singapore Overnight Rate Average” or “SORA” means the volume-weighted average rate of borrowing transactions in the unsecured overnight interbank Singapore dollar cash market in Singapore between 8 a.m. and 6.15 p.m., as determined and published by the Monetary Authority of Singapore on its website at http://www.mas.gov.sg or (where the website is unavailable to the public) in one or more other forms that are readily accessible by the public;
    2. 3-month compounded SORA means:
      if the period or a part of the period falls within the 6-month period beginning on 1 April of a calendar year, then, in relation to the period or the part (as the case may be) — the compounded average of the SORA values for the 3-month period immediately before 1 March of the same calendar year, as determined and published by the Monetary Authority of Singapore on its website at http://www.mas.gov.sg or (where the website is unavailable to the public) in one or more other forms that are readily accessible by the public; or
      if the period or a part of the period falls within the 6-month period beginning on 1 October of a calendar year, then, in relation to the period or the part (as the case may be) — the compounded average of the SORA values for the 3-month period immediately before 1 September of the same calendar year, as determined and published by the Monetary Authority of Singapore on its website at http://www.mas.gov.sg or (where the website is unavailable to the public) in one or more other forms that are readily accessible by the public.
  5. We reserve the right to deduct any and all outstanding or unpaid fees and late payment interest from your funds held with us in accordance with Clause 8.4.4.
9. Taxes
  You are solely responsible for, and shall pay, all taxes, assessments, duties, and other governmental charges, including any interest or penalty rightfully owed by you with respect thereto, with respect to any of your Digital Assets or any transaction related thereto.
SUSPENSION, TERMINATION & CANCELLATION
1. Your User access will be restricted and the User Account will be closed upon request by User and after your Digital Assets are liquidated and funds held by Custody Plus are duly transferred to your prescribed bank account. You may close your User Account by providing written notice to us, and on such notice, a hold will be placed on your User Account to allow all pending transactions to clear, if any. After notifying us of your desire to close your User Account, you may only withdraw the remaining available funds associated with your User Account after clearing all pending fees due to Custody Plus based on the relevant schedule of fees applicable from time to time.
2. We may: (i) refuse to complete, block, cancel or reverse a transaction you have authorised, (ii) suspend, restrict, or terminate your access to any or all of the Services, and/or (iii) deactivate or cancel your User Account with immediate effect for any reason, including but not limited to where:
  1. We are, in our reasonable opinion, required to do so by applicable law or any court or other authority to which we are subject in any jurisdiction;
  2. We reasonably suspect you of acting in breach of this Agreement;
  3. We have concerns that a transaction is erroneous or about the security of your User Account or we suspect the Services are being used in a fraudulent or unauthorised manner;
  4. We suspect money laundering, terrorist financing, fraud, or any other financial crime in relation to you or your User Account;
  5. Use of your User Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your User Account activity; and / or
  6. You take any action that may circumvent our controls such as opening multiple User Accounts or abusing promotions which we may offer from time to time.
3. We are not responsible for any loss of Digital Assets resulting from your violation of this Agreement, Custodian Services Agreement or from any government forfeiture.
4. Without limiting other remedies available to us, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to and use of the Website and Services, including close your User Account, at any time, with or without advance notice, if:
  1. We believe, in our sole and absolute discretion, that you have breached any material term of this Agreement or the document(s) it incorporates by reference;
  2. We are unable to verify or authenticate any information you provide to us;
  3. We believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our users or us; or
  4. We decide to cease operations or to otherwise discontinue any Services or options provided by the Website, or parts thereof.
5. We may also refuse to complete a transaction you have authorised where there is insufficient Digital Assets/funds in your User Account in respect of the transaction at the time that we receive notification of the transaction.
6. If we refuse to complete a transaction and/or suspend or close your User Account, or terminate your use of Services in this way, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and / or suspend your User Account we will lift the suspension as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
7. We may suspend, restrict, or terminate your access to any or all of the Services and/or deactivate or cancel your User Account, without reason, without prior notice and at its sole discretion. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your User Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.
8. You agree that neither the Website nor any third party acting on our behalf shall be liable to you for any termination of your access to any part of the Website or Services in accordance with this Agreement.
9. You agree that if your access is terminated by us, you will not attempt to regain access to the Website or Services using the same or different username without prior written consent from us.

FEEDBACK
You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding Custody Plus and/or the Services (collectively the “Feedback”) that are provided by you, whether by email, posting to the Website, or otherwise, are non-confidential, and that by posting, uploading, inputting, providing or submitting your Feedback, you waive any so-called “moral rights of authors” in connection with the Feedback and acknowledge and agree that Custody Plus may use, exploit, distribute, reproduce, advertise, promote, publicise, alter, modify or edit the Feedback or combine the Feedback with other works including other Custody Plus Intellectual Property Rights, at our sole discretion. No compensation will be paid with respect to the use of your Feedback, as provided herein. You further acknowledge and agree that you shall promptly execute all documents and do all things necessary to vest or assign full right, title and interest in the Feedback in and to Custody Plus.
DISCLAIMER OF WARRANTY
1. Express Disclaimers
  
  By accessing and/or using the Website or Services, you expressly acknowledge and agree that:
  1. such use of the Website and Services is at your own and sole risk
  2. any material and/or data downloaded or otherwise obtained through the access and/or use of the Website and Services or any of the Materials contained therein is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data;
  3. the Website and Services, and all materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;
  4. we make no representations or warranties that the Website and Services, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free; nor do we make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Website and Services or any of the Materials contained therein;
  5. we make no warranty, express or implied, regarding any transaction entered into through the Website or Services;
  6. the value of Digital Assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by holding or trading the Digital Assets, even if the Website or Services are delayed, suspended, or interrupted for any reason; and
  7. there may be risks in leaving securities and assets in the custody of Custody Plus. Such risks include the loss of all your securities and assets. In relation to securities and assets held in other jurisdictions or in relation to which the laws of other jurisdictions may apply, Custody Plus may appoint foreign custodians to provide custody of such securities and assets. There may be additional risks in relation to such foreign custodians arising from the operation of foreign law, rules and regulations. You should also be aware that you may incur additional costs for utilising such other custodial services. While every attempt will be made to segregate your securities and assets from any securities and assets of Custody Plus held with other custodians, there may be instances when some custodians may not recognise such segregation. Your ability to withdraw these securities and assets may be affected in the event of any default or insolvency of Custody Plus.
2. Digital Assets Disclaimer
  By accessing and/or using the Website or Services, you expressly acknowledge and agree that:
  1. we are not responsible for any loss or damage incurred by you as a result of your use of our Services or for your failure to understand the nature of Digital Assets or the market for such Digital Assets. All we are providing you is a method by which you can store certain digital assets, and we make no representations or warranties concerning the value, stability, or legality of any such Digital Assets.
  2. you acknowledge the following risks related to your use of the Website and the Services:
    1. The risk of loss in value of Digital Assets may be substantial and losses may occur over a short period of time.
    2. The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
    3. Digital Assets are not legal tender, and are not backed by any government;
    4. Legislative and regulatory changes or actions or changes in the law at a national or international level may adversely affect the ownership, custody, use, validity or nature of transactions and value of Digital Assets;
    5. Transactions in Digital Assets may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
    6. some Digital Assets transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transactions; the value of Digital Assets may be derived from the continued willingness of market participants to exchange or transact in the Digital Assets, which may result in the potential for permanent and total loss of value of Digital Assets should the market for the Digital Assets disappear;
    7. the nature of Digital Assets may lead to an increased risk of fraud or cyberattack, and may mean that technological difficulties experienced by Custody Plus may prevent the access or use of your Digital Assets;
    8. any trust account we may hold for your benefit may not be sufficient to cover all losses incurred by you.
3. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of those risks for you, and that Custody Plus does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you shall access and use the Services and the Website at your own risk.
4. This brief statement does not disclose all of the risks associated with trading in Digital Assets. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your User Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.
5. No Implied Warranties
  
  The warranties and representations expressly set forth in this Agreement are the only warranties and representations made by us with respect to this Agreement and the Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.
LIABILITY
1. Improper Use of Website or Services
  The provision of any services which are in violation of any laws is strictly prohibited. If we determine that you or any User has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Website and Services will be terminated immediately without any reimbursement of any payment or fees you may have made to us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon such request and/or pursuant to legal advice provided to us. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law.
2. Release of Custody Plus
  If you have a dispute with one or more Users of the Services, you agree that neither we nor our Affiliates or service providers will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such disputes.
3. Third Party Links
  1. Some websites which are linked to or from the Website are owned and operated by third parties including but not limited to our counterparties and partners. As we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein, and are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources.
  2. Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by this Agreement.
  3. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.
4. Indemnification and Set-Off
  1. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Custody Plus, its parent company, Affiliates and subsidiaries, independent contractors, telecommunication providers, officers, employees, advisors and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of: (i) your (or you under another person’s authority, including, without limitation, to governmental agencies) use or misuse of the Website, the Services, or any of the Materials contained therein, or (ii) your breach of this Agreement; or (iii) your violation of any law, regulation, legal requirement or governmental notice, instruction, direction or requirement, or legal right or interest in connection with the use of the Website or the Services, save for any Losses directly caused by our gross negligence, misconduct or material breach of this Agreement.
  2. We shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defence of such claim or suit. We reserve the right to participate in the defence of such claim or choose our own legal counsel, but are not obligated to do so.
  3. In no event shall either Party be liable under or in connection with this Agreement for indirect, special, incidental, punitive, consequential losses, or damages of any kind whatsoever, including, but not limited to, lost profits, whether or not foreseeable, even if the Party has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
  4. We may retain or set-off against any of your Digital Assets held with us (or the value thereof, as reasonably determined in our sole discretion), any debts or obligations that you owe to us. We will give you at least fourteen (14) days’ notice (in accordance with the mode of notice as set out in Clause 21 hereinbelow) before doing so. We may sell, liquidate or dispose of any such retained or set-off Digital Assets in our sole discretion. The value from such sale, liquidation or disposal shall be definitive of the value applied against the debt or obligation owing by you to us.
5. No Warranties
  The Services are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Website, any of the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.
6. No Agency Relationship
  Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognise 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. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement 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 this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. This Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
7. Force Majeure
  1. We shall not be liable for our failure to perform any obligations under this Agreement due to events beyond our control, including Force Majeure Events, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events.
  2. “Force Majeure Event” means an event or circumstance which prevents a party from performing its obligations under this Agreement (a) which is not within the reasonable control of, or the result of the negligence of, the party claiming the Force Majeure Event, and (b) which, by the exercise of due diligence and its best efforts, such party is unable to overcome or avoid, including, but not limited to, action by a government; acts of God, strike, blockade, industrial dispute, riot, lock out, accident, war, invasion, civil war, civil insurrection, militarily usurped power, act of a foreign enemy, hostility between nations, terrorism, civil disorder, civil unrest, sabotage, malicious damage, embargo, confiscation, requisition expropriation, prohibition or damage by or under any order of any government authority, natural and unnatural disasters, flood, tempest, fire, explosion, landslide, pandemic, epidemic, lightning, explosion, breakdown in machinery, systems, or equipment, failure in the Internet, communications networks or infrastructure, shortage or unavailability of power or other utilities, credit or debit card transaction processing failures, Digital Assets market collapse or fluctuations, cybersecurity breaches, data breaches, malicious cyber attack, unauthorised access to information technology, communication or other systems; or a decision or determination by a government authority or court of law that this Agreement or a provision of the Services contravenes or may contravene any applicable law or regulation; or a refusal by a regulator or authority of any government to grant a necessary licence, permit, consent or approval, or a suspension or revocation of any necessary licence, permit, consent or approval, affecting the party’s obligation under this Agreement, or other circumstances or conditions that render it unsafe or unreasonable for either party’s personnel or agents to travel to or enter onto an affected site; material or facility shortages or unavailability in no way caused by or attributable to such party’s failure to timely place orders therefore.
  3. If, after the date of this Agreement, any law, regulation, rule, decision, or ordinance, whether federal, state, or local, becomes effective which substantially alters our ability to perform Services hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our Services hereunder; or (ii) 30 days following notice.

GRANT OF LICENCE & CUSTODY PLUS INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY
1. Grant of Licence
  1. As a Visitor and/or User of the Website and the Services, Custody Plus grants you a limited license to access the Website and the Services. This licence is subject to compliance with this Agreement and, to the extent applicable, the Privacy Notice, and any such other terms and conditions as may be imposed by Custody Plus from time to time. Except as otherwise provided in this Agreement, the contents of the Website and the Services are owned by or licensed to Custody Plus, and protected by various intellectual property and other laws.
  2. You acknowledge and agree that the Website and the Services and all associated Intellectual Property Rights are owned by Custody Plus (or its licensor, where applicable) and are protected by Singapore copyright laws and other laws. Except as expressly stated in this Agreement, Custody Plus grants you no other right or license, express or implied, to the Website and the Services, including without limitation, any right to use, copy, publish, display, compile, transmit, broadcast or otherwise exploit the Website and the Services. No proprietary rights are intended to be transferred or conferred by this Agreement. Custody Plus reserves all rights to and in the Website and the Services, including any and all patent, trademark, copyright, trade secret, intellectual and industrial property rights, developed or in existence and in all forms of media throughout the world for Custody Plus’s use and disposition at its sole discretion without any obligation to you.
  3. Where your access or use of the Website and the Services is in contravention with the permitted purpose, for instance, where you directly or indirectly copy, translate, adapt, modify, alter, decompile, disassemble, or otherwise reverse engineer or create any derivative work of the Services, merge the Services or any part thereof with any other application or change Services in whole or in part, or where you violate any of this Agreement, the limited license granted under this Agreement will terminate immediately, without prejudice to any of our accrued rights under law or otherwise.
2. Custody Plus Marks
  Custody Plus and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Website and the Services. The “Custody Plus” logos and names are trademarks of Custody Plus (the “Custody Plus Marks”). For the avoidance of doubt, nothing in this Agreement grants you a right to use any of the Custody Plus Marks, regardless of whether they are registered, without our prior written consent. All other product names, company names, marks, logos, and symbols on the Website or the Services may be the trademarks of their respective owners.
3. Other Marks
  The product and service names of any other entities as displayed on the Website or Services may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. You acknowledge and agree that we either own or have been authorised by relevant third-party intellectual property owners to use all trademarks, copyright, patents, design and intellectual property of any nature and form found on the Website and the Services.
4. No Infringement
  All of the marks, logos, domains, and trademarks that you find on the Website and Services may not be used publicly except with express written permission from Custody Plus, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Custody Plus.
5. Ownership of Copyright
  1. The Materials accessible from the Website, Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such Materials. No rights, title or interest in any such Materials are transferred to you by access to the Website and Services.
  2. All Materials included on the Website, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of Custody Plus or its content suppliers and are protected by Singapore and international copyright laws. The compilation of all Materials on the Website is the exclusive property of the Custody Plus or its content suppliers and protected by Singapore and international copyright laws, as well as other laws and regulations.
6. No Alteration or Distribution
  The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in this Agreement violates our intellectual property rights.
7. Confidentiality
  You agree to hold any Confidential Information from Custody Plus you obtain as a result of using this Website and the Services in confidence and, unless required by law, not to make the Confidential Information available to any third party or to use the Confidential Information for any purpose other than the business activities for which you were given access to the Confidential Information. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed, used or distributed by yourself, your officers, employees or agents in violation of the terms of this Agreement. Upon written request by the disclosing party, the receiving party will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control, within thirty (30) days of such request, and shall certify to Custody Plus that the User has complied in full with their obligations under this clause.
DATA PROTECTION
1. 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 this Agreement, or the Services. Accordingly, you represent and warrant that:
  1. 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;
  2. Before providing any such personal data to us, you have read and understood our Privacy Notice, 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 Notice (as amended from time to time), to that individual; and
  3. If from time to time we provide you with a replacement version of the Privacy Notice, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

AMENDMENTS
1. We reserve the right to revise this Agreement from time to time, in our sole and absolute discretion. Your continued use of the Website and the Services shall be deemed acceptance of the then prevailing terms and conditions. You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. Any updated or revised version supersedes any prior versions immediately upon posting, and the prior version will be of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of this Agreement is deemed ineffective or invalid by any court, the parties intend that the prior, effective provisions of this Agreement be considered valid and enforceable to the fullest extent, and all remaining provisions shall remain in full force and effect.
2. It is your responsibility to periodically review this Website and Agreement to determine if any of the terms have changed. Where you have failed to do so, you assume all responsibility for your neglect of your legal rights, and you agree that such failure amounts to your affirmative waiver of your right to review the amended terms.
3. Copies of the most up-to-date version of the Agreement will be made available on Custody Plus’ Website located at http://custodyplus.sg/ at all times.

ASSIGNMENT
The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. All rights and obligations under this Agreement are personal to you, and you may not assign this Agreement without obtaining our prior written consent. Custody Plus is entitled to and reserves all rights to assign or novate this Agreement to any person or entity at any time and shall give the User subsequent notice of such assignment or novation.
RIGHTS OF THIRD PARTIES
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.
SEVERABILITY
If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, or if for any reason is found by a court of competent jurisdiction or an arbitrator to void, illegal or unenforceable, it shall be rendered void, illegal or unenforceable to that extent and it shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of this Agreement
NO WAIVER
No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. All waivers must be in writing.
HEADINGS
All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
ENTIRE AGREEMENT
This Agreement, together with our Privacy Notice, and such other terms and conditions as may be imposed by Custody Plus from time to time constitutes the entire agreement between the Parties with respect to your access and use of the Website, Services and the Materials contained therein, and your use of the Website and Services. This Agreement, together with our Privacy Notice, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.
OTHER JURISDICTIONS
We make no representation that the Website, Services or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Website and Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.
RIGHT TO INJUNCTIVE RELIEF
Each Party acknowledges that the other party’s remedies at law may be inadequate to provide them with full compensation in the event of a breach of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.
GOVERNING LAW & JURISDICTION
1. This Agreement shall be governed by, construed under and enforced in accordance with the laws of Singapore, without regard to any conflict of law provisions.
2. The parties shall use best efforts to settle any dispute, claim, disagreement, question or issue directly through good-faith negotiations, which shall be a precondition to either party commencing any legal action as governed by the clauses below.
3. Any dispute arising out of or in connection with this Agreement, including 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 Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding.
4. In respect of any legal proceedings in connection with arbitral proceedings, you agree to be subject to the personal jurisdiction in, and the exclusive venue of, the courts in Singapore, to the extent relevant, and hereby waive any objection to such jurisdiction and venue for the purpose of any such appeal.

NOTICES, SUPPORT & QUESTIONS
Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing and in the English language, and in the case of the User, when sent by email and/or registered mail to the relevant address provided by the User, and in the case of Custody Plus, to the address as set out below:

Email address: support@custodyplus.sg

Address: 223 Mountbatten Road #03-10 Singapore 398008

Any notice, request, consent or approval required or permitted to be given by us to the User shall be sufficient if in writing and in the English language, and shall be sent to the email address or physical address provided to us when the account was opened or so modified thereafter in our records.

A notice, request, consent or approval shall be deemed to have been received:
1. If sent by pre-paid registered post, on the second Business Day after the date of posting (or if sent by registered airmail, on the sixth Business Day after the date of posting); or
2. If sent by e-mail, when the sender receives an automated message confirming delivery,
Except that if a Notice is received on a day which is not a Business Day or is after 5.30 p.m. (Addressee’s time) on a Business Day, it shall be deemed to have been received at 9:30 a.m. (Addressee’s time) on the following Business Day.

Updated: 19-Apr-23

Appendix 1: Risk Disclosure Statement

Your holdings with us are held in custodial accounts with us. Custody Plus is licensed to provide custodial services of specified products under the Securities and Futures Act 2001.
We may pool the holdings of your Digital Assets with other customers’ Digital Assets which we believe are similar in nature or category at any time and at our sole discretion. This is known as commingling. In this situation, your interest in the Digital Assets may not be easily identified through documentation, but we will maintain a record of your interest.
We may enter into transactions involving the sale and purchase of Authorised Investments (as defined in Appendix 3) upon your request.

Appendix 2: Privacy Notice

In this policy, “Custody Plus”, “us”, “we” or “our” means Custody Plus Pte. Ltd. (UEN 202132310R), a company incorporated under the laws of Singapore, and its subsidiaries, affiliates and related corporations. The security of your personal data is important to us. Custody Plus has in place safeguards to protect the personal data stored with us. This policy describes how Custody Plus may collect, use, disclose, process and manage your personal data.

This policy applies to any individual’s personal data which is in our possession or under our control.

Personal data collected
“Personal data” is data that can be used to identify a natural person. Some examples of personal data that we may collect include (but is not limited to):
1. personal particulars (e.g. name, contact details, residential address, date of birth, identity card/passport details, and/or education details);
2. specimen signature(s);
3. financial details (e.g. income, expenses, and/or credit history);
4. images and voice recordings of our conversations with you;
5. employment details (e.g. occupation, directorships and other positions held, employment history, salary, and/or benefits);
6. information about your risk profile, investments, investment objectives, knowledge and experience and/or business interests and assets;
7. trading/banking information (e.g. account numbers and trading/banking transactions); and/or
8. personal opinions made known to us (e.g. feedback or responses to surveys).

Usage of personal data
We may use personal data for business purposes including but not limited to:
1. Developing and providing custodial services;
2. Assessing and processing applications, instructions or requests from you;
3. Communicating with you, including providing you with updates on changes to our services including any additions, expansions, suspensions and replacements of or to services and the terms and conditions;
4. Managing our infrastructure and business operations and complying with internal policies and procedures;
5. Responding to queries or feedback;
6. Addressing or investigating any complaints, claims or disputes;
7. Verifying your identity for the purposes of providing custodial services;
8. Conducting credit checks, screenings or due diligence checks as may be required under applicable law, regulation or directive;
9. Complying with all applicable laws, regulations, rules, directives, orders, instructions and requests from any local or foreign authorities, including regulatory, governmental, tax and law enforcement authorities or other authorities;
10. Enforcing obligations owed to us;
11. Monitoring products and services provided by or made available through us;
12. Complying with obligations and requirements imposed by us from time to time by any credit bureau or credit information sharing services of which we are a member or subscriber;
13. Creating and maintaining credit and risk related models;
14. Financial reporting, regulatory reporting, management reporting, risk management (including monitoring credit exposures), audit and record keeping purposes;
15. Enforcing obligations owed to us; and/or
16. Seeking professional advice, including legal advice.
We may also use personal data for purposes set out in the terms and conditions that govern our relationship with you.
Use of personal data for marketing purposes
We may use your personal data to offer you products or services, including special offers, promotions, contests or entitlements that may be of interest to you or for which you may be eligible. Such marketing messages may be sent to you in various modes including but not limited to electronic mail, direct mailers, short message service, telephone calls, facsimile and other mobile messaging services. In doing so, we will comply with the Personal Data Protection Act of Singapore (“PDPA”) and other applicable data protection and privacy laws.

You may at any time request that we stop contacting you for marketing purposes via selected or all modes.

To find out more on how you can change the way we use your personal data for marketing purposes, please contact us at support@custodyplus.sg.

Nothing in this section shall vary or supersede the terms and conditions that govern our relationship with you.
Disclosure and sharing of personal data
We may from time to time and in compliance with all applicable laws on data privacy, disclose your personal data to any personnel of Custody Plus and its subsidiaries, affiliates and related corporations, and service providers of Custody Plus, in order to carry out the purposes set out above. Please be assured that when we disclose your personal data to such parties, we require them to ensure that any personal data disclosed to them are kept confidential and secure.

We wish to emphasise that Custody Plus does not sell personal data to any third parties and we shall remain fully compliant of any duty or obligation of confidentiality imposed on us under the applicable agreement(s) and/or terms and conditions that govern our relationship with you or any applicable laws.

We may transfer, store, process and/or deal with your personal data outside Singapore. In doing so, we will comply with the PDPA and other applicable data protection and privacy laws.
Cookies and related technologies
Our web sites and mobile applications (“apps” or an “app”) use cookies. A cookie is a small text file placed on your computer or mobile device when you visit a web site or use an app. Cookies collect information about users and their visit to the web site or use of the app, such as their Internet protocol (IP) address, how they arrived at the web site (for example, through a search engine or a link from another web site) and how they navigate within the web site or app. We use cookies and other technologies to facilitate your internet sessions and use of our apps, offer you products and/or services according to your preferred settings, track use of our web sites and apps and to compile statistics about activities carried out on our web sites and/or through our apps.

A pixel tag, also known as a web beacon, is an invisible tag placed on certain pages of our web site but not on your computer. Pixel tags are usually used in conjunction with cookies and are used to monitor the behaviour of users visiting the web site.

You may set up your web browser to block cookies which will in turn disable the pixel tags from monitoring your web site visit. You may also remove cookies stored from your computer or mobile device. However, if you do block cookies and pixel tags, you may not be able to use certain features and functions of our web sites.
Retention of personal data
Your personal data is retained as long as the purpose for which it was collected remains and until it is no longer necessary for any other legal or business purposes.
Access and correction
You may request access or make corrections to your personal data held by Custody Plus. Custody Plus may charge a fee for processing your request for access. Such a fee depends on the nature and complexity of your access request. We will inform you of the fee beforehand and take your further instructions before it is charged to you.
Amendments and updates of Privacy Policy
We may amend this policy from time to time to ensure that this policy is consistent with any developments to the way Custody Plus uses your personal data or any changes to the laws and regulations applicable to Custody Plus. We will make available the updated policy on our web site. All communications, transactions and dealings with us shall be subject to the latest version of this policy in force at the time.

Appendix 3: Custodial Services Agreement

These Specific Terms and Conditions Governing Custodial Services (“Custody Terms”) apply to your holdings of Digital Assets which are held in custody by Custody Plus on your behalf (collectively known as “Authorised Investments”).

In the event of any conflict or inconsistency between:
1. these Custody Terms and any other applicable agreement in respect of any Authorised Investment kept in custody with us, these Custody Terms shall prevail.

We may open and operate a custodian account (each a “Custodian Account”) for the purpose of holding any Authorised Investment on your behalf. We shall act as custodian of such Authorised Investment in accordance with these Custody Terms and any applicable laws. Notwithstanding the foregoing, we may, in our absolute discretion, refuse to accept any Authorised Investment for custody, without providing any reasons for the same.

You authorise us to take such steps as we may consider expedient to enable us to hold your Authorised Investment in accordance with these Custody Terms and without limitation to the generality of the foregoing, we shall be authorised to:
1. Acquire, hold in custody, dispose of or otherwise deal with such Authorised Investments in accordance with these Custody Terms;
2. Comply with all applicable laws, including any applicable law which impose or purport to impose on a holder of any Authorised Investment kept in custody with us a duty to make or refrain from making any payment of monies or other distribution or from taking any action in respect of such Authorised Investment;
3. Register such Authorised Investment in your name or our name at our discretion and keep such Authorised Investment in such locations as we shall think fit; and
4. Use the services of any agent for the purpose of holding in custody any Authorised Investment on such terms as we deem appropriate, and where appropriate, authorise such agent to delegate the performance of some or all of its duties.

You agree that any Authorised Investment held or registered in our name may, in our absolute discretion, be re-deposited with any agent as may be selected by us (whether in Singapore or elsewhere) for your account and at your sole risk. Provided that we have acted in good faith and used reasonable care in the selection and continued appointment of such agent, you agree that we shall not be responsible for any act, omission or default or for the insolvency of such agent.

Without prejudice to any provision in this Agreement, your Authorised Investments deposited with us or held by any third party in our name may be held on a tangible basis or commingled with assets belonging to other parties. You understand and agree that identification by distinctive numbers of any Authorised Investment owned by you may not be possible and that your interest in such Authorised Investments may not be identifiable by separate certificates or other physical documents or equivalent electronic records. In such case, we will maintain records of your interest in such Authorised Investments which have been commingled in the manner as provided herein. Neither us nor any agent holding any Authorised Investment on your behalf shall be bound to return to you the identical Authorised Investments deposited in custody so long as such Authorised Investments returned to you are of the same class, denomination, quantity and nominal amount and rank pari passu with those originally deposited with or transferred to us (subject always to any capital reorganisation in the meantime).

You acknowledge and agree that in the event of insolvency:
1. of us licensed, registered or authorised in Singapore, your Authorised Investments will be segregated from our assets and investments and will not form part of the pool of assets available to our creditors.
2. of a sub-custodian licensed, registered or authorised in foreign jurisdictions, you may be exposed to additional risk as the laws and practices relating to custody accounts in those jurisdictions may offer different or diminished investor protection. Such differences may affect your ability to recover the Authorised Investments deposited in the Custody Account.

The provision of Services set out in these Custody Terms does not constitute us as a trustee (other than a bare trustee) and we shall have no trust, fiduciary or other obligations in respect of any Authorised Investment kept in custody with us pursuant to these Custody Terms, save for those expressly provided for in these Custody Terms or as otherwise agreed in writing.

We will use the same care with respect to your Authorised Investments kept in custody with us as we use in respect of our own similar property, provided always that we are not required to maintain any insurance in respect of any Authorised Investment kept in custody with us pursuant to these Custody Terms.

The Services to which these Custody Terms applies may be terminated by you or us in accordance with Clause 5 of the Terms and Conditions.

Consent Message

Electronic statements are electronic versions of your daily and monthly statements available through our web portal. As part of our ongoing efforts to allow you to access information relating to your Digital Assets in a simpler, faster and safer manner, you will be automatically enrolled to receive eStatements for all your custodian account(s). Custody Plus Pte Ltd (“Custody Plus”) does not issue any hard copy statements.

By submitting this application, I declare, warrant and agree to/with Custody Plus:

All information submitted in this application or otherwise in connection with this application are true, accurate and complete in all respects and I/we will, as soon as possible, provide Custody Plus with notice in writing of any change in particulars given in this application together with all relevant documents;

I/We have read and understood, and agree that this application and the account(s) applied herein shall be construed and governed in accordance with Custody Plus’ Terms and Conditions (as may be amended and notified to me from time to time);

To the disclosure by Custody Plus and/or its officers or agents any and all information in respect of this application and the account(s) applied herein in accordance with the disclosure provisions set out in Custody Plus’ Terms and Conditions (as may be amended from time to time);

That Custody Plus has the right not to approve this application at its sole and absolute discretion without any obligation to render any reason or explanation;

That I/we agree to abide by the prevailing rules and regulations by the Monetary Authority of Singapore or any regulatory body or exchange (whether in or outside Singapore) as may be applicable to me/us and my/our transactions;

That I/we am/are the ultimate beneficial owner(s) of the account under this application and that there exist no other beneficial owner(s) in relation to me/us in respect of this account and application. I/We undertake that the account under this application shall not at anytime have any other undisclosed beneficial owner(s);

In addition, I/we hereby declare that I/we am/are not an undischarged bankrupt/undischarged bankrupts.

I/We confirm that I/we have read, understood and accepted Custody Plus’ Terms and Conditions (as may be amended from time to time). By signing this account opening application form, I/we hereby consent to the collection, processing, use and disclosure of Customer Data as set out in the Custody Plus’ Terms and Conditions (as may be amended and notified to me from time to time)

Appendix 4: Fees Schedule

Please refer to Fee Schedule inserted

TERMS AND CONDITIONS

You must read, agree to, and accept all of the terms and conditions contained in this Agreement
(the “Agreement”) to be a User (as defined below) of our Website (as defined below) or the
Services (as defined below). Please read this Agreement carefully, and consult independent
legal advice prior to agreeing and accepting these terms.

These terms and conditions form an Agreement between you as a User, and Custody Plus Pte. Ltd.
(“Custody Plus”), a company incorporated in Singapore (UEN No. 202132310R) and whose registered
office address is 8 Marina Boulevard #29-01, Tower 1 Marina Bay Financial Centre, Singapore 018981.
The provisions of this Agreement govern your use of our Website and of our Services (as defined
below). The purpose of the Website is to provide Visitors with information to acquaint with our Services.
Please also read the Privacy Notice at Appendix 2, which specifies how we collect, use, disclose,
process and protect your personal data, in accordance with the Personal Data Protection Act 2012 (No.
26 of 2012) of Singapore (the “PDPA”).

Should you have any questions or comments in relation to the Website or Services, please contact us
via email at: support@custodyplus.sg.

This Agreement describes the conditions under which you are allowed to access and use the Website
and/or Services. If you do not agree to these Terms, you should stop visiting, accessing or using
the Website or services immediately, whether as a Visitor, User or otherwise.

By signing up to use, using or accessing the Website or using the Services in any manner, or
maintaining an account with Custody Plus you agree that you have read, understood, and accepted all
the terms and conditions contained herein, as well as our Privacy Notice, and such other terms and
conditions as may be imposed by Custody Plus and notified to you from time to time.

Consideration for your acquiescence to all of the provisions in this Agreement has been provided to you
in the form of allowing you to use our Website and our Services. You agree that such consideration is
both adequate and is received upon your viewing or use any part of any of our Website or Services.

If you agree to the Agreement on behalf of an entity, you represent and warrant that you have the
authority to bind that entity to the Agreement and agree that this Agreement is binding upon, and inures
to the benefit of, the entity and its successors and permitted assigns. In that event, “you” and “your”
will refer and apply to both you and that entity. You represent and warrant to comply with all applicable
laws in the access and/or use of the Website and Services.

IT IS AGREED:

DEFINITIONS & INTERPRETATION

In this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings corresponding to them:

“Affiliate” means, with respect to a specified party, an entity that directly or indirectly through one or more intermediaries, is controlled by this party, in each case where the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

“Confidential Information” means any material or information which is not obtainable or circulated in the public domain whether or not such information may amount to trade secrets, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of the User; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“Custody Plus”, “us”, “we” or “our” means Custody Plus Pte. Ltd. (UEN 202132310R), a company incorporated under the laws of Singapore, and its subsidiaries, affiliates and related corporations are operators of the Website, and any associated Services.

“Custody Plus Marks” shall have the meaning ascribed to it in Clause 9.2.

“Digital Assets” means any digital asset that is expressed as a unit, capable of being transferred, stored and traded, with or without conditions or limitations, and approved by Custody Plus from time to time in connection with the provision of the Services. Digital Assets include digital tokens which represent capital market products or securities.

“Intellectual Property Rights”: means all intellectual property rights including patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, rights in confidential information (including know- how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Materials” means images and content, including, but not limited to, text, software, images, graphics, data, messages, or any other information, and any other Website content owned, operated, licensed, or controlled by Custody Plus.

“SIAC Rules” shall have the meaning ascribed to it in Clause 20.3. “SIAC” shall have the meaning ascribed to it in Clause 20.3.

“Services” means the provision of custodial services in relation to Digital Assets and/or minting of Digital Assets, including all services, applications and products related thereto accessible through the Website or any other marketing materials distributed by Custody Plus.

“Singapore Dollar(s)” and the sign “S$” mean the lawful currency of Singapore.

“Singapore Overnight Rate Average” or “SORA” shall have the meaning ascribed to it in Clause 4.8.4.

“User” means any person, who has been onboarded as a registered user of the Services and the Website (and agreed to the terms of this Agreement) to utilise the Website and Services.

“Visitor” means visitors to the Website who visit the publicly available portions of the Website, who are not registered Users.

“Website” means our website, all affiliated websites (including mobile websites), APIs and any applications published by us or our Affiliates for access to or use of the Website or any Services, owned and operated by us, our predecessors or successors in interest, or our Affiliates, as updated, revised or amended from time to time.

“your” or “your” means any person who accesses our Website, including a Visitor or User and including any entity or agency on whose behalf any such person accesses or uses the Website.

In this Agreement, unless the context otherwise requires:

“Including” Unless a contrary indication appears, a reference in this Agreement to “including” shall not be construed restrictively but shall mean “including without prejudice to the generality of the foregoing” and “including, but without limitation“;

Interpretation Act: The Interpretation Act, Chapter 1 of Singapore, shall apply to this Agreement in the same way as it applies to an enactment;

“person” refers to a firm, a body corporate or an unincorporated association;

Subsidiary Legislation: References to a statute or statutory provision include any subsidiary or subordinate legislation made from time to time under that statute or statutory provision;

References to any legal entity or individual persons includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees; and

References to one gender include all genders and references to the singular include the plural and vice versa.

2. USER ACCOUNT

Access

Although Visitors may access certain public areas of the Website, only registered Users may use the Services provided. We provide Users with access to our Services on as “as is” and “as available” basis. We are not responsible for ensuring you have the appropriate hardware or software required to access our Website and use our Services. You will need to purchase or license the necessary hardware and software to access the Website and Services. Any internet access or other fees that you incur to access our Website and use our Services are your sole responsibility. This applies to all public and non-public areas of the Website.

2.2 Registration & Acceptance

Registration as User may be made through an offline onboarding process. Custody Plus may, at its sole discretion and without providing any reasons to the applicant, reject any person to register as a User. By registering for a user account to use the Website or the Services (the “User Account”), or by your continued use of the Website or the Services, or by clicking to accept the terms of this Agreement when prompted on the Website, you agree to abide by this Agreement.

You are required to register for a User Account by completing an online registration form and providing certain registration details and information and accepting the terms of this Agreement and additional agreements (when applicable) to use the Services. Some of the requested information which are required to verify your identity and relevant qualifications may be personal, private or detailed. You agree to provide true, accurate, current and complete information about yourself as prompted by the online registration form or as part of forms provided to you by way of email during the offline onboarding process (collectively the “Registration Data“), and you further undertake to maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while you are a User. We may, in our sole discretion, refuse to register a User Account for you, or limit the number of User Accounts that you may hold.

If you create a User Account as an employee or agent on behalf of an entity, you represent and warrant that you are authorised to and have obtained all the necessary approvals to enter into binding contracts, including this Agreement, on behalf of yourself and the entity.

2.3 Eligibility to Use & Access Website & Services

To register for a User Account or use the Website and/or the Services, you hereby represent and warrant that you: (a) are the User or are an owner, officer, employee or agent of the prospective User and are authorised to act for it; (b) will use the Website and the Services; (c) will comply with any law, regulations, legal requirement, judgment, order or governmental or regulatory direction, notice, requirement or instruction or licensing, registration, or other requirements with respect to your business or the business for which you are acting, and your use of the Website and/or the Services; (d) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who have the requite legal capacity to execute legally binding contracts; and (e) are not (i) subject to sanctions by the United Nations (“UN”) Security Council, the Monetary Authority of Singapore (“MAS”), the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Kingdom’s Office of Financial Sanctions Implementation (“OFSI”), the European Union (“EU”), Canada’s Department of Foreign Affairs and International Trade (“DFAIT”), or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”), or (ii) located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by MAS, OFAC, OFSI, the EU, the UN, DFAIT or any other governmental entity.

2.4 Changes to Registration Data

You are required to promptly inform us of all changes, including, but not limited to, changes in your address and changes in any Digital Asset account used by you in connection with the Website and/or Services, if applicable. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we or any of our authorised agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your User Account and refuse any and all current or future use of the Website and Services by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Website or the Services. You are responsible for any fees that Custody Plus incurs with respect to your User Account.

2.5 Verification of Registration Data

Upon registration for a User Account, and from time to time thereafter, your User Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of official government or legal documents confirming your identity, your location, and your authority to act on behalf of your organisation. You authorise Custody Plus, directly (or through third parties), to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial account(s), subject to applicable law. You are required to provide us with complete and accurate information about your organisation and yourself when requested by Custody Plus.

2.6 Enhanced Due Diligence

We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Custody Plus staff (collectively the “Enhanced Due Diligence“). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence, prior notice of which will be provided to you.

2.7 Responsibility for User Account

You are entirely responsible for any and all activities conducted through your User Account. You agree to notify us immediately of any unauthorised access or use of your User Account, as well as of any other breach of security. While we may implement certain monitoring procedures designed to alert us to fraudulent activity, we are not responsible for any unauthorised access or use of your User Account, and you agree that you are solely responsible for any such

unauthorised access or use, and for protecting the security of your User Account and the confidentiality of your login credentials.

2.8 Password Security

As part of our security measures, please note that we will never ask you, for any reason, to disclose your User Account password. Password inquiries will only be conducted online and only after you have signed onto the Website. In the event you receive an embedded link by email claiming to be from us, you should not open it or click on the link, and should notify us of this immediately.

2.9 Third Party Account Information

In order to provide you with the Services, you may also be required to disclose certain other third- party account information to us, including, without limitation, your bank account number, your wallet addresses and related information. As indicated elsewhere in this Agreement, we are not responsible for any unauthorised access or use of your User Account or any third-party accounts which you use in connection with the Services provided.

2.10 Agreement to Receive Notifications & Other Communications

We reserve the right to send electronic mail or other messages to you and to other Users. The purpose of these communications may include, but is not limited to:

providing you with information concerning your User Account including contract notes, monthly statements and quarterly statements;

providing information to you regarding products or services offered by our Affiliates or partners;

informing you about any of our related products or services; or

providing you with information about any item that we think, in our sole discretion, may be of interest to you.

3. PERMITTED PURPOSE

You may only access and use the Website for the Services or to understand information about us or the Services. Without our express prior written authorisation, you shall not:

duplicate any part of our Website or the Materials contained therein or received via the Services (except as expressly provided elsewhere in this Agreement);

create any derivative works based on our Website or any of the Materials contained therein or received via the Services, and you agree and stipulate that any and all derivative works are not “fair use”;

use our Website or Services, or any of the Materials contained therein, for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are not “fair use”;

re-distribute our Website or any of the Materials contained therein or received through the Services, and you hereby agree and stipulate that any and all such uses is not “fair use”;

remove any copyright or other proprietary notices from our Website or any of the Materials contained therein;

frame or utilise any framing techniques in connection with our Website or any of the Materials contained therein;

use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Website’s

name or marks, and you hereby stipulate that any use of the Website’s name or marks, or any other marks owned by us is an infringement upon our trademark rights, and you agree to pay any and all fees incurred in the recovery of this amount;

“deep-link” to any page of our Website, or avoid agreement to this Agreement (for the avoidance of doubt, you may only link to the main entry page of the Website);

circumvent any encryption or other security tools used anywhere on the Website or in conjunction with the Services (including the theft of usernames and passwords or using another person’s username and password in order to gain access to a restricted area of the Website);

use any data mining, bots, scrapers or similar data gathering and extraction tools on the Website or in conjunction with the Services;

sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or Services or any of your rights to access and use the Materials or Services as granted specifically by this Agreement;

use our Services to impersonate any other User or person;

use any Material or information on our Website or included in our Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party;

upload or attempt to upload files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programmes that may damage the operation of the property of another;

upload, post, email or otherwise transmit any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and Confidential Information learned or disclosed as part of employment relationships or under nondisclosure agreements);

restrict or inhibit any other User from using and enjoying the Services.

harvest or otherwise collect information about others, including e-mail addresses or other personally-identifiable information;

violate any applicable laws, policies, or regulations; and/or

do anything that may adversely affect proper operation of the Website, the Services and the reputation and goodwill of Custody Plus.

If you are seeking information regarding any illegal activities or seeking to engage in any illegal or fraudulent activity, please leave this Website immediately and do not attempt to use the Services. You acknowledge and agree that you are aware of the legality of using our Services in your relevant local jurisdiction, and you agree that you will not use the Services if such use is prohibited or otherwise violates the laws of your state, province, country, or other jurisdiction.

4. CUSTODY PLUS SERVICES

Digital Assets Account

Custody Plus provides safekeeping and custodial services in respect of your Digital Assets under your User Account and controlled and secured by Custody Plus (“Digital Asset Account”).

The Digital Assets shall be minted and/or held in the Digital Asset Account of your User Account pursuant to the terms and conditions of the Agreement and additional agreement (where applicable) entered into between you and Custody Plus at the time of registering

as a User.

The Digital Assets that are held in the Digital Asset Account of your User Account are completely separate from the general assets of Custody Plus.

4.2. Custodian Services Agreement

As a part of the registration as a User of the custodial services, you will be required to read and acknowledge the Custodian Services Agreement with Custody Plus.

You agree and understand that the terms and conditions of the Custodian Services Agreement shall govern the provision of the custodian services for the Digital Assets by Custody Plus to you.

4.3. Instructions Regarding Services

Your primary mode of communication with, obtaining information on, and providing instructions to, us regarding the Services and your Digital Assets shall be the email and the secondary mode shall be by website. We may from time to time contact and communicate with you via other modes of communication, including telephone calls.

Such information and instructions include arrangements in relation to the custody of your Digital Assets and claiming and receiving dividends, interest payments and other entitlements accruing to you, and the exercise of any right and power, arising from ownership of your Digital Assets.

4.4. Authorisation of Third Parties

You may authorise appropriate third parties to access your User Account and provide us instructions regarding the Services and your Digital Assets as authorised users in accordance with the process agreed in the Custodian Services Agreement. If you do, you should be aware that by virtue of that, that third party may access your transactional and other data, initiate transfers from your User Account, transfer or otherwise deal with your Digital Assets, and/or provide instructions regarding the Services on your behalf. We may at our sole discretion require from you satisfactory evidence of your authorisation of any such third party from time to time.

Any and all instructions and transactions entered into or actions undertaken by such authorised third parties shall be binding as if they were entered into on your own behalf.

We are not responsible for any loss or damage incurred as a result of any such third parties’ instructions or transfers, authorised or unauthorised, as a result of your appointment or authorisations.

We may refuse access to third parties for objectively justified and duly evidenced reasons relating to unauthorised or fraudulent dealing with or access to your User Account or Digital Assets. In such cases, unless we are prohibited by applicable law, we will inform you that a third party’s access has been denied. In the event that a third party’s access has been denied, Custody Plus shall have the sole discretion to permit access to the third party.

4.5. User Account Information

You will be able to see your account balance and your transaction history using our Website, including: (i) the amount of each type of Digital Assets held in your Digital Asset Account, (ii) a reference to identify the dates and times of sales and purchases or transfers of Digital Assets;

(iii) the withdrawals and deposits of funds; and (iv) any fees charged (including a breakdown of the fees).

4.6. Service Interruptions

From time to time due to technological factors, scheduled software uploads and other factors beyond or within our control, the Website or other Services may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless against any such interruption of or inability to access the Website or Services.

4.7. User Account Security

Our policy does not cover any losses resulting from any unauthorised access or use of your User Account. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication, including your keys and passwords. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account.

4.8.	Fees
	4.8.1	You agree to pay our applicable fees for the Services in accordance with the applicable fee schedule enclosed and notified to you, which is deemed to be expressly incorporated herein, and as amended from time to time. We may change, modify, or increase our fees at any time upon reasonable notice. You also agree and understand that we will invoice you for the fee on a recurring basis.
	4.8.2	Late payment interest shall apply on all outstanding fees remaining unpaid after fourteen (14) days at a rate of 2%-point above the 3-month compounded Singapore Overnight Rate Average (“3-month compounded SORA”) for the period referred to in clause 4.8.3 below.
	4.8.3	Late payment interest shall be levied from the date the payment is due up to and including the date that payment is made.
	4.8.4	In this clause 4.8: means–
		(a) “Singapore Overnight Rate Average” or “SORA” means the volume-weighted average rate of borrowing transactions in the unsecured overnight interbank Singapore dollar cash market in Singapore between 8 a.m. and 6.15 p.m., as determined and published by the Monetary Authority of Singapore on its website at http://www.mas.gov.sg or (where the website is unavailable to the public) in one or more other forms that are readily accessible by the public;
		(b) 3-month compounded SORA means:
		if the period or a part of the period falls within the 6-month period beginning on 1 April of a calendar year, then, in relation to the period or the part (as the case may be) — the compounded average of the SORA values for the 3-month period immediately before 1 March of the same calendar year, as determined and published by the Monetary Authority of Singapore on its website at http://www.mas.gov.sg or (where the website is unavailable to the public) in one or more other forms that are readily accessible by the public; or
		if the period or a part of the period falls within the 6-month period beginning on 1 October of a calendar year, then, in relation to the period or the part (as the case may be) — the compounded average of the SORA values for the 3-month period immediately before 1 September of the same calendar year, as determined and published by the Monetary Authority of Singapore on its website at http://www.mas.gov.sg or (where the website is unavailable to the public) in one or more other forms that are readily accessible by the public.
	4.8.5	We reserve the right to deduct any and all outstanding or unpaid fees and late payment interest from your funds held with us in accordance with Clause 8.4.4.
4.9.	Taxes

You are solely responsible for, and shall pay, all taxes, assessments, duties, and other governmental charges, including any interest or penalty rightfully owed by you with respect thereto, with respect to any of your Digital Assets or any transaction related thereto.

5. SUSPENSION, TERMINATION & CANCELLATION

Your User access will be restricted and the User Account will be closed upon request by User and after your Digital Assets are liquidated and funds held by Custody Plus are duly transferred to your prescribed bank account. You may close your User Account by providing written notice to us, and on such notice, a hold will be placed on your User Account to allow all pending transactions to clear, if any. After notifying us of your desire to close your User Account, you may only withdraw the remaining available funds associated with your User Account after clearing all pending fees due to Custody Plus based on the relevant schedule of fees applicable from time to time.

We may: (i) refuse to complete, block, cancel or reverse a transaction you have authorised, (ii) suspend, restrict, or terminate your access to any or all of the Services, and/or (iii) deactivate or cancel your User Account with immediate effect for any reason, including but not limited to where:

we are, in our reasonable opinion, required to do so by applicable law or any court or other authority to which we are subject in any jurisdiction;

we reasonably suspect you of acting in breach of this Agreement;

we have concerns that a transaction is erroneous or about the security of your User Account or we suspect the Services are being used in a fraudulent or unauthorised manner;

we suspect money laundering, terrorist financing, fraud, or any other financial crime in relation to you or your User Account;

use of your User Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your User Account activity; and / or

you take any action that may circumvent our controls such as opening multiple User Accounts or abusing promotions which we may offer from time to time.

We are not responsible for any loss of Digital Assets resulting from your violation of this Agreement, Custodian Services Agreement or from any government forfeiture.

Without limiting other remedies available to us, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to and use of the Website and Services, including close your User Account, at any time, with or without advance notice, if:
- we believe, in our sole and absolute discretion, that you have breached any material term of this Agreement or the document(s) it incorporates by reference;

we are unable to verify or authenticate any information you provide to us;

we believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our users or us; or

we decide to cease operations or to otherwise discontinue any Services or options provided by the Website, or parts thereof.
- We may also refuse to complete a transaction you have authorised where there is insufficient Digital Assets/funds in your User Account in respect of the transaction at the time that we receive notification of the transaction.

If we refuse to complete a transaction and/or suspend or close your User Account, or terminate your use of Services in this way, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and / or suspend your User Account we will lift the suspension as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

We may suspend, restrict, or terminate your access to any or all of the Services and/or deactivate or cancel your User Account, without reason, without prior notice and at its sole discretion. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your User Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.

You agree that neither the Website nor any third party acting on our behalf shall be liable to you for any termination of your access to any part of the Website or Services in accordance with this Agreement.

You agree that if your access is terminated by us, you will not attempt to regain access to the Website or Services using the same or different username without prior written consent from us.

6. FEEDBACK

You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding Custody Plus and/or the Services (collectively the “Feedback”) that are provided by you, whether by email, posting to the Website, or otherwise, are non-confidential, and that by posting, uploading, inputting, providing or submitting your Feedback, you waive any so-called “moral rights of authors” in connection with the Feedback and acknowledge and agree that Custody Plus may use, exploit, distribute, reproduce, advertise, promote, publicise, alter, modify or edit the Feedback or combine the Feedback with other works including other Custody Plus Intellectual Property Rights, at our sole discretion. No compensation will be paid with respect to the use of your Feedback, as provided herein. You further acknowledge and agree that you shall promptly execute all documents and do all things necessary to vest or assign full right, title and interest in the Feedback in and to Custody Plus.

7. DISCLAIMER OF WARRANTY

Express Disclaimers

By accessing and/or using the Website or Services, you expressly acknowledge and agree that:

such use of the Website and Services is at your own and sole risk;

any material and/or data downloaded or otherwise obtained through the access and/or use of the Website and Services or any of the Materials contained therein is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data;

the Website and Services, and all materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;

we make no representations or warranties that the Website and Services, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free; nor do we make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Website and Services or any of the Materials contained therein;

we make no warranty, express or implied, regarding any transaction entered into through the Website or Services;

the value of Digital Assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by holding or trading the Digital Assets, even if the Website or Services are delayed, suspended, or interrupted for any reason; and

there may be risks in leaving securities and assets in the custody of Custody Plus. Such risks include the loss of all your securities and assets. In relation to securities and assets held in other jurisdictions or in relation to which the laws of other jurisdictions may apply, Custody Plus may appoint foreign custodians to provide custody of such securities and assets. There may be additional risks in relation to such foreign custodians arising from the operation of foreign law, rules and regulations. You should also be aware that you may incur additional costs for utilising such other custodial services. While every attempt will be made to segregate your securities and assets from any securities and assets of Custody Plus held with other custodians, there may be instances when some custodians may not recognise such segregation. Your ability to withdraw these securities and assets may be affected in the event of any default or insolvency of Custody Plus.

7.2. Digital Assets Disclaimer

By accessing and/or using the Website or Services, you expressly acknowledge and agree that:

we are not responsible for any loss or damage incurred by you as a result of your use of our Services or for your failure to understand the nature of Digital Assets or the market for such Digital Assets. All we are providing you is a method by which you can store certain digital assets, and we make no representations or warranties concerning the value, stability, or legality of any such Digital Assets.

you acknowledge the following risks related to your use of the Website and the Services:

the risk of loss in value of Digital Assets may be substantial and losses may occur over a short period of time.

the price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;

Digital Assets are not legal tender, and are not backed by any government;

legislative and regulatory changes or actions or changes in the law at a national or international level may adversely affect the ownership, custody, use, validity or nature of transactions and value of Digital Assets;
- transactions in Digital Assets may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable;

some Digital Assets transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transactions; the value of Digital Assets may be derived from the continued willingness of market participants to exchange or transact in the Digital Assets, which may result in the potential for permanent and total loss of value of Digital Assets should the market for the Digital Assets disappear;

the nature of Digital Assets may lead to an increased risk of fraud or cyberattack, and may mean that technological difficulties experienced by Custody Plus may prevent the access or use of your Digital Assets;

any trust account we may hold for your benefit may not be sufficient to cover all losses incurred by you.

7.3. You acknowledge and agree that you are solely responsible for determining the nature,

potential value, suitability, and appropriateness of those risks for you, and that Custody Plus does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you shall access and use the Services and the Website at your own risk.

7.4. This brief statement does not disclose all of the risks associated with trading in Digital Assets. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your User Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.

No Implied Warranties

The warranties and representations expressly set forth in this Agreement are the only warranties and representations made by us with respect to this Agreement and the Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.

8. LIABILITY

Improper Use of Website or Services

The provision of any services which are in violation of any laws is strictly prohibited. If we determine that you or any User has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Website and Services will be terminated immediately without any reimbursement of any payment or fees you may have made to us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon such request and/or pursuant to legal advice provided to us. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law.

8.2. Release of Custody Plus

If you have a dispute with one or more Users of the Services, you agree that neither we nor our Affiliates or service providers will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such disputes.

8.3. Third Party Links

Some websites which are linked to or from the Website are owned and operated by third parties including but not limited to our counterparties and partners. As we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein, and are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources.

Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by this Agreement.

You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.

8.4. Indemnification and Set-Off

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Custody Plus, its parent company, Affiliates and subsidiaries, independent contractors, telecommunication providers, officers, employees, advisors and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of: (i) your (or you under another person’s authority, including, without limitation, to governmental agencies) use or misuse of the Website, the Services, or any of the Materials contained therein, or (ii) your breach of this Agreement; or (iii) your violation of any law, regulation, legal requirement or governmental notice, instruction, direction or requirement, or legal right or interest in connection with the use of the Website or the Services, save for any Losses directly caused by our gross negligence, misconduct or material breach of this Agreement.

We shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defence of such claim or suit. We reserve the right to participate in the defence of such claim or choose our own legal counsel, but are not obligated to do so.

In no event shall either Party be liable under or in connection with this Agreement for indirect, special, incidental, punitive, consequential losses, or damages of any kind whatsoever, including, but not limited to, lost profits, whether or not foreseeable, even if the Party has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

8.4.4 We may retain or set-off against any of your Digital Assets held with us (or the value thereof, as reasonably determined in our sole discretion), any debts or obligations that you owe to us. We will give you at least fourteen (14) days’ notice (in accordance with the mode of notice as set out in Clause 21 hereinbelow) before doing so. We may sell, liquidate or dispose of any such retained or set-off Digital Assets in our sole discretion. The value from such sale, liquidation or disposal shall be definitive of the value applied against the debt or obligation owing by you to us.

8.5. No Warranties

The Services are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Website, any of the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.

8.6. No Agency Relationship

Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognise 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. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement 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 this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. This Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

8.7. Force Majeure

We shall not be liable for our failure to perform any obligations under this Agreement

due to events beyond our control, including Force Majeure Events, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events.

“Force Majeure Event” means an event or circumstance which prevents a party from performing its obligations under this Agreement (a) which is not within the reasonable control of, or the result of the negligence of, the party claiming the Force Majeure Event, and (b) which, by the exercise of due diligence and its best efforts, such party is unable to overcome or avoid, including, but not limited to, action by a government; acts of God, strike, blockade, industrial dispute, riot, lock out, accident, war, invasion, civil war, civil insurrection, militarily usurped power, act of a foreign enemy, hostility between nations, terrorism, civil disorder, civil unrest, sabotage, malicious damage, embargo, confiscation, requisition expropriation, prohibition or damage by or under any order of any government authority, natural and unnatural disasters, flood, tempest, fire, explosion, landslide, pandemic, epidemic, lightning, explosion, breakdown in machinery, systems, or equipment, failure in the Internet, communications networks or infrastructure, shortage or unavailability of power or other utilities, credit or debit card transaction processing failures, Digital Assets market collapse or fluctuations, cybersecurity breaches, data breaches, malicious cyber attack, unauthorised access to information technology, communication or other systems; or a decision or determination by a government authority or court of law that this Agreement or a provision of the Services contravenes or may contravene any applicable law or regulation; or a refusal by a regulator or authority of any government to grant a necessary licence, permit, consent or approval, or a suspension or revocation of any necessary licence, permit, consent or approval, affecting the party’s obligation under this Agreement, or other circumstances or conditions that render it unsafe or unreasonable for either party’s personnel or agents to travel to or enter onto an affected site; material or facility shortages or unavailability in no way caused by or attributable to such party’s failure to timely place orders therefore.

If, after the date of this Agreement, any law, regulation, rule, decision, or ordinance, whether federal, state, or local, becomes effective which substantially alters our ability to perform Services hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our Services hereunder; or (ii) 30 days following notice.

9. GRANT OF LICENCE & CUSTODY PLUS INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY

Grant of Licence

As a Visitor and/or User of the Website and the Services, Custody Plus grants you a limited license to access the Website and the Services. This licence is subject to compliance with this Agreement and, to the extent applicable, the Privacy Notice, and any such other terms and conditions as may be imposed by Custody Plus from time to time. Except as otherwise provided in this Agreement, the contents of the Website and the Services are owned by or licensed to Custody Plus, and protected by various intellectual property and other laws.

You acknowledge and agree that the Website and the Services and all associated Intellectual Property Rights are owned by Custody Plus (or its licensor, where applicable) and are protected by Singapore copyright laws and other laws. Except as expressly stated in this Agreement, Custody Plus grants you no other right or license, express or implied, to the Website and the Services, including without limitation, any right to use, copy, publish, display, compile, transmit, broadcast or otherwise exploit the Website and the Services. No proprietary rights are intended to be transferred or conferred by this Agreement. Custody Plus reserves all rights to and in the Website and the Services, including any and all patent, trademark, copyright, trade secret, intellectual and industrial property rights, developed or in existence and in all forms of media throughout the world for Custody Plus’s use and disposition at its sole discretion without any obligation to you.

Where your access or use of the Website and the Services is in contravention with the permitted purpose, for instance, where you directly or indirectly copy, translate, adapt, modify, alter, decompile, disassemble, or otherwise reverse engineer or create any derivative work of the Services, merge the Services or any part thereof with any other application or change Services in whole or in part, or where you violate any of this Agreement, the limited license granted under this Agreement will terminate immediately, without prejudice to any of our accrued rights under law or otherwise.

9.2. Custody Plus Marks

Custody Plus and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Website and the Services. The “Custody Plus” logos and names are trademarks of Custody Plus (the “Custody Plus Marks”). For the avoidance of doubt, nothing in this Agreement grants you a right to use any of the Custody Plus Marks, regardless of whether they are registered, without our prior written consent. All other product names, company names, marks, logos, and symbols on the Website or the Services may be the trademarks of their respective owners.

9.3. Other Marks

The product and service names of any other entities as displayed on the Website or Services may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. You acknowledge and agree that we either own or have been authorised by relevant third-party intellectual property owners to use all trademarks, copyright, patents, design and intellectual property of any nature and form found on the Website and the Services.

9.4. No Infringement

All of the marks, logos, domains, and trademarks that you find on the Website and Services may not be used publicly except with express written permission from Custody Plus, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Custody Plus.

9.5. Ownership of Copyright

The Materials accessible from the Website, Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such Materials. No rights, title or interest in any such Materials are transferred to you by access to the Website and Services.

All Materials included on the Website, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of Custody Plus or its content suppliers and are protected by Singapore and international copyright laws. The compilation of all Materials on the Website is the exclusive property of the Custody Plus or its content suppliers and protected by Singapore and international copyright laws, as well as other laws and regulations.

9.6. No Alteration or Distribution

The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in this Agreement violates our intellectual property rights.

9.7. Confidentiality

You agree to hold any Confidential Information from Custody Plus you obtain as a result of using this Website and the Services in confidence and, unless required by law, not to make the Confidential Information available to any third party or to use the Confidential Information for any purpose other than the business activities for which you were given access to the Confidential Information. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed, used or distributed by yourself, your officers, employees or agents in violation of the terms of this Agreement. Upon written request by the disclosing party, the receiving party will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control, within thirty (30) days of such request, and shall certify to Custody Plus that the User has complied in full with their obligations under this clause.

10. DATA PROTECTION

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 this Agreement, or the Services. Accordingly, you represent and warrant that:

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;

before providing any such personal data to us, you have read and understood our Privacy Notice, 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 Notice (as amended from time to time), to that individual; and

if from time to time we provide you with a replacement version of the Privacy Notice, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

11. AMENDMENTS

We reserve the right to revise this Agreement from time to time, in our sole and absolute discretion. Your continued use of the Website and the Services shall be deemed acceptance of the then prevailing terms and conditions. You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. Any updated or revised version supersedes any prior versions immediately upon posting, and the prior version will be of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of this Agreement is deemed ineffective or invalid by any court, the parties intend that the prior, effective provisions of this Agreement be considered valid and enforceable to the fullest extent, and all remaining provisions shall remain in full force and effect.

It is your responsibility to periodically review this Website and Agreement to determine if any of the terms have changed. Where you have failed to do so, you assume all responsibility for your neglect of your legal rights, and you agree that such failure amounts to your affirmative waiver of your right to review the amended terms.

Copies of the most up-to-date version of the Agreement will be made available on Custody Plus’ Website located at http://custodyplus.sg/ at all times.

12. ASSIGNMENT

The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. All rights and obligations under this Agreement are personal to you, and you may not assign this Agreement without obtaining our prior written consent. Custody Plus is entitled to and reserves all rights to assign or novate this Agreement to any person or entity at any time and shall give the User subsequent notice of such assignment or novation.

13. RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

14. SEVERABILITY

If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, or if for any reason is found by a court of competent jurisdiction or an arbitrator to void, illegal or unenforceable, it shall be rendered void, illegal or unenforceable to that extent and it shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of this Agreement

15. NO WAIVER

No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. All waivers must be in writing.

16. HEADINGS

All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.

17. ENTIRE AGREEMENT

This Agreement, together with our Privacy Notice, and such other terms and conditions as may be imposed by Custody Plus from time to time constitutes the entire agreement between the Parties with respect to your access and use of the Website, Services and the Materials contained therein, and your use of the Website and Services. This Agreement, together with our Privacy Notice, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

18. OTHER JURISDICTIONS

We make no representation that the Website, Services or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Website and Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.

19. RIGHT TO INJUNCTIVE RELIEF

Each Party acknowledges that the other party’s remedies at law may be inadequate to provide them with full compensation in the event of a breach of this Agreement, and that the non- breaching party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.

20. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by, construed under and enforced in accordance with the laws of Singapore, without regard to any conflict of law provisions.
- The parties shall use best efforts to settle any dispute, claim, disagreement, question or issue directly through good-faith negotiations, which shall be a precondition to either party commencing any legal action as governed by the clauses below.
- 20.3 Any dispute arising out of or in connection with this Agreement, including 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 Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding.

in respect of any legal proceedings in connection with arbitral proceedings, you agree to be subject to the personal jurisdiction in, and the exclusive venue of, the courts in Singapore, to the extent relevant, and hereby waive any objection to such jurisdiction and venue for the purpose of any such appeal.

21. NOTICES, SUPPORT & QUESTIONS

Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing and in the English language, and in the case of the User, when sent by email and/or registered mail to the relevant address provided by the User, and in the case of Custody Plus, to the address as set out below:

Email address : support@custodyplus.sg

Address : 223 Mountbatten Road #03-10 Singapore 398008

Any notice, request, consent or approval required or permitted to be given by us to the User shall be sufficient if in writing and in the English language, and shall be sent to the email address or physical address provided to us when the account was opened or so modified thereafter in our records.

A notice, request, consent or approval shall be deemed to have been received:

if sent by pre-paid registered post, on the second Business Day after the date of posting (or if sent by registered airmail, on the sixth Business Day after the date of posting); or
if sent by e-mail, when the sender receives an automated message confirming delivery,

except that if a Notice is received on a day which is not a Business Day or is after 5.30 p.m. (Addressee’s time) on a Business Day, it shall be deemed to have been received at 9:30 a.m. (Addressee’s time) on the following Business Day.

Updated: 19-Apr-23

Appendix 1: Risk Disclosure Statement

Your holdings with us are held in custodial accounts with us. Custody Plus is licensed to provide custodial services of specified products under the Securities and Futures Act 2001.
We may pool the holdings of your Digital Assets with other customers’ Digital Assets which we believe are similar in nature or category at any time and at our sole discretion. This is known as commingling. In this situation, your interest in the Digital Assets may not be easily identified through documentation, but we will maintain a record of your interest.
We may enter into transactions involving the sale and purchase of Authorised Investments (as defined in Appendix 3) upon your request.

Appendix 2: Privacy Notice

This policy applies to any individual’s personal data which is in our possession or under our control.

Personal data collected

“Personal data” is data that can be used to identify a natural person. Some examples of personal data that we may collect include (but is not limited to):

personal particulars (e.g. name, contact details, residential address, date of birth, identity card/passport details, and/or education details);
1. specimen signature(s);
1. financial details (e.g. income, expenses, and/or credit history);
1. images and voice recordings of our conversations with you;
1. employment details (e.g. occupation, directorships and other positions held, employment history, salary, and/or benefits);
1. tax and insurance information;
1. information about your risk profile, investments, investment objectives, knowledge and experience and/or business interests and assets;
1. trading/banking information (e.g. account numbers and trading/banking transactions); and/or
1. personal opinions made known to us (e.g. feedback or responses to surveys).

Usage of personal data

We may use personal data for business purposes including but not limited to:

developing and providing custodial services;
1. assessing and processing applications, instructions or requests from you;
1. communicating with you, including providing you with updates on changes to our services including any additions, expansions, suspensions and replacements of or to services and the terms and conditions;
1. managing our infrastructure and business operations and complying with internal policies and procedures;
1. responding to queries or feedback;
1. addressing or investigating any complaints, claims or disputes;
1. verifying your identity for the purposes of providing custodial services;
1. conducting credit checks, screenings or due diligence checks as may be required under applicable law, regulation or directive;
1. complying with all applicable laws, regulations, rules, directives, orders, instructions and requests from any local or foreign authorities, including regulatory, governmental, tax and law enforcement authorities or other authorities;
1. enforcing obligations owed to us;
1. monitoring products and services provided by or made available through us;
1. complying with obligations and requirements imposed by us from time to time by any credit bureau or credit information sharing services of which we are a member or subscriber;
1. creating and maintaining credit and risk related models;
1. financial reporting, regulatory reporting, management reporting, risk management (including monitoring credit exposures), audit and record keeping purposes;
1. enforcing obligations owed to us; and/or
1. seeking professional advice, including legal advice.

We may also use personal data for purposes set out in the terms and conditions that govern our relationship with you.

Use of personal data for marketing purposes

We may use your personal data to offer you products or services, including special offers, promotions, contests or entitlements that may be of interest to you or for which you may be eligible. Such marketing messages may be sent to you in various modes including but not limited to electronic mail, direct mailers, short message service, telephone calls, facsimile and other mobile messaging services. In doing so, we will comply with the Personal Data Protection Act of Singapore (“PDPA”) and other applicable data protection and privacy laws.

You may at any time request that we stop contacting you for marketing purposes via selected or all modes.

To find out more on how you can change the way we use your personal data for marketing purposes, please contact us at support@custodyplus.sg.

Nothing in this section shall vary or supersede the terms and conditions that govern our relationship with you.

Disclosure and sharing of personal data

We may from time to time and in compliance with all applicable laws on data privacy, disclose your personal data to any personnel of Custody Plus and its subsidiaries, affiliates and related corporations, and service providers of Custody Plus, in order to carry out the purposes set out above. Please be assured that when we disclose your personal data to such parties, we require them to ensure that any personal data disclosed to them are kept confidential and secure.

We wish to emphasise that Custody Plus does not sell personal data to any third parties and we shall remain fully compliant of any duty or obligation of confidentiality imposed on us under the applicable agreement(s) and/or terms and conditions that govern our relationship with you or any applicable laws.

We may transfer, store, process and/or deal with your personal data outside Singapore. In doing so, we will comply with the PDPA and other applicable data protection and privacy laws.

Cookies and related technologies

Our web sites and mobile applications (“apps” or an “app”) use cookies. A cookie is a small text file placed on your computer or mobile device when you visit a web site or use an app. Cookies collect information about users and their visit to the web site or use of the app, such as their Internet protocol (IP) address, how they arrived at the web site (for example, through a search engine or a link from another web site) and how they navigate within the web site or app. We use cookies and other technologies to facilitate your internet sessions and use of our apps, offer you products and/or services according to your preferred settings, track use of our web sites and apps and to compile statistics about activities carried out on our web sites and/or through our apps.

A pixel tag, also known as a web beacon, is an invisible tag placed on certain pages of our web site but not on your computer. Pixel tags are usually used in conjunction with cookies and are used to monitor the behaviour of users visiting the web site.

You may set up your web browser to block cookies which will in turn disable the pixel tags from monitoring your web site visit. You may also remove cookies stored from your computer or mobile device. However, if you do block cookies and pixel tags, you may not be able to use certain features and functions of our web sites.

Retention of personal data

Your personal data is retained as long as the purpose for which it was collected remains and until it is no longer necessary for any other legal or business purposes.

Access and correction

You may request access or make corrections to your personal data held by Custody Plus. Custody Plus may charge a fee for processing your request for access. Such a fee depends on the nature and complexity of your access request. We will inform you of the fee beforehand and take your further instructions before it is charged to you.

Amendments and updates of Privacy Policy

We may amend this policy from time to time to ensure that this policy is consistent with any developments to the way Custody Plus uses your personal data or any changes to the laws and regulations applicable to Custody Plus. We will make available the updated policy on our web site. All communications, transactions and dealings with us shall be subject to the latest version of this policy in force at the time.

Appendix 3: Custodial Services Agreement

These Specific Terms and Conditions Governing Custodial Services (“Custody Terms”) apply to your holdings of Digital Assets which are held in custody by Custody Plus on your behalf (collectively known as “Authorised Investments”).

In the event of any conflict or inconsistency between:

these Custody Terms and any other applicable agreement in respect of any Authorised Investment kept in custody with us, these Custody Terms shall prevail.

We may open and operate a custodian account (each a “Custodian Account”) for the purpose of holding any Authorised Investment on your behalf. We shall act as custodian of such Authorised Investment in accordance with these Custody Terms and any applicable laws. Notwithstanding the foregoing, we may, in our absolute discretion, refuse to accept any Authorised Investment for custody, without providing any reasons for the same.

You authorise us to take such steps as we may consider expedient to enable us to hold your Authorised Investment in accordance with these Custody Terms and without limitation to the generality of the foregoing, we shall be authorised to:

acquire, hold in custody, dispose of or otherwise deal with such Authorised Investments in accordance with these Custody Terms;

comply with all applicable laws, including any applicable law which impose or purport to impose on a holder of any Authorised Investment kept in custody with us a duty to make or refrain from making any payment of monies or other distribution or from taking any action in respect of such Authorised Investment;

register such Authorised Investment in your name or our name at our discretion and keep such Authorised Investment in such locations as we shall think fit; and

use the services of any agent for the purpose of holding in custody any Authorised Investment on such terms as we deem appropriate, and where appropriate, authorise such agent to delegate the performance of some or all of its duties.

You agree that any Authorised Investment held or registered in our name may, in our absolute discretion, be re-deposited with any agent as may be selected by us (whether in Singapore or elsewhere) for your account and at your sole risk. Provided that we have acted in good faith and used reasonable care in the selection and continued appointment of such agent, you agree that we shall not be responsible for any act, omission or default or for the insolvency of such agent.

Without prejudice to any provision in this Agreement, your Authorised Investments deposited with us or held by any third party in our name may be held on a tangible basis or commingled with assets belonging to other parties. You understand and agree that identification by distinctive numbers of any Authorised Investment owned by you may not be possible and that your interest in such Authorised Investments may not be identifiable by separate certificates or other physical documents or equivalent electronic records. In such case, we will maintain records of your interest in such Authorised Investments which have been commingled in the manner as provided herein. Neither us nor any agent holding any Authorised Investment on your behalf shall be bound to return to you the identical Authorised Investments deposited in custody so long as such Authorised Investments returned to you are of the same class, denomination, quantity and nominal amount and rank pari passu with those originally deposited with or transferred to us (subject always to any capital reorganisation in the meantime).

You acknowledge and agree that in the event of insolvency:

of us licensed, registered or authorised in Singapore, your Authorised Investments will be segregated from our assets and investments and will not form part of the pool of assets available to our creditors.

of a sub-custodian licensed, registered or authorised in foreign jurisdictions, you may be exposed to additional risk as the laws and practices relating to custody accounts in those jurisdictions may offer different or diminished investor protection. Such differences may affect your ability to recover the Authorised Investments deposited in the Custody Account.

The provision of Services set out in these Custody Terms does not constitute us as a trustee (other than a bare trustee) and we shall have no trust, fiduciary or other obligations in respect of any Authorised Investment kept in custody with us pursuant to these Custody Terms, save for those expressly provided for in these Custody Terms or as otherwise agreed in writing.

We will use the same care with respect to your Authorised Investments kept in custody with us as we use in respect of our own similar property, provided always that we are not required to maintain any insurance in respect of any Authorised Investment kept in custody with us pursuant to these Custody Terms.

The Services to which these Custody Terms applies may be terminated by you or us in accordance with Clause 5 of the Terms and Conditions.

Consent Message (To be adjusted accordingly. Put at the end of Terms and Conditions currently as KYC Chain system has nowhere else to input.)

By submitting this application, I declare, warrant and agree to/with Custody Plus:

all information submitted in this application or otherwise in connection with this application are true, accurate and complete in all respects and I/we will, as soon as possible, provide Custody Plus with notice in writing of any change in particulars given in this application together with all relevant documents;
I/We have read and understood, and agree that this application and the account(s) applied herein shall be construed and governed in accordance with Custody Plus’ Terms and Conditions (as may be amended and notified to me from time to time);
to the disclosure by Custody Plus and/or its officers or agents any and all information in respect of this application and the account(s) applied herein in accordance with the disclosure provisions set out in Custody Plus’ Terms and Conditions (as may be amended from time to time);
that Custody Plus has the right not to approve this application at its sole and absolute discretion without any obligation to render any reason or explanation;
that I/we agree to abide by the prevailing rules and regulations by the Monetary Authority of Singapore or any regulatory body or exchange (whether in or outside Singapore) as may be applicable to me/us and my/our transactions;
that I/we am/are the ultimate beneficial owner(s) of the account under this application and that there exist no other beneficial owner(s) in relation to me/us in respect of this account and application. I/We undertake that the account under this application shall not at anytime have any other undisclosed beneficial owner(s);
in addition, I/we hereby declare that I/we am/are not an undischarged bankrupt/undischarged bankrupts.

Appendix 4: Fees Schedule

Please refer to Fee Schedule inserted