Terms of Service

Last updated January 21, 2025

IMPORTANT: These Terms of Service govern the Tokens and the Site Services (each as defined below). By purchasing Tokens, transferring Tokens or accessing or using any of the Site Services (each as defined below), you acknowledge that you (i) are an "Eligible User" (as defined below), (ii) have read, understand and agree to be bound by these Terms and (iii) agree that any purchaser or other transferee of a Token shall be subject to these Terms (including, to avoid doubt, being an Eligible User). If you do not agree to these Terms, as amended or modified by any subsequent amendment, change or update: (a) do not purchase Tokens, (b) sell or transfer any Tokens you already hold, and (c) do not access or use any of the Site Services. These Terms may be amended, changed or updated by the Resilience Parties at any time and without prior notice to you.

These Terms were last updated on January 21, 2025.

ONLY ELIGIBLE PERSONS ARE PERMITTED TO ACCESS OR USE THE SITE SERVICES OR PURCHASE, TRANSFER OR HOLD TOKENS. Any person that is not an Eligible User that utilises the Site Services or that accesses the Site will be in breach of these Terms and may have any Fiat, Digital Assets, funds, proceeds or other property, confiscated (all as defined below).

These Terms apply to users of the Re Protocol, including purchasers and holders of Tokens (as defined below), and a frontend web application located at https://re.xyz (all web pages at such address are sometimes referred to as the "Site"). You should read these Terms carefully to determine how the provisions apply to you. These Terms will continue to apply to you in respect of all Site Services (as defined below). By transferring Tokens into an eligible Digital Wallet, connecting your Digital Wallet to the Site, or seeking to redeem any Token through the Site (collectively or individually, together with all software, services, and functionalities available through the Site or provided by us, the "Site Services"), the user (referred to herein as "you" or "your") agrees to these Terms and that any purchaser or other transferee of Token of the user shall be subject to these Terms. By purchasing a Token in any way, the purchaser (also referred to herein as "you" or "your") also agrees to these Terms and that any purchaser or other transferee of Token of the user shall be subject to these Terms. In event of transferring a Token to another person, the Token holder is obligated to take reasonable steps to inform the transferee of these Terms and their application.

These Terms, together with the incorporated materials, including any Offering Materials pertinent to you, constitute the entire agreement and understanding between you and one or more of the following parties as applicable:

  1. Resilience (BVI) Ltd (together with any successors or assigns, "Resilience BVI");
  2. Resilience Foundation (together with any of its successors or assigns, "Resilience Foundation"); and
  3. Resilience Inv SPC, a Cayman segregated portfolio company (together with any successors or assigns, "Resilience SPC")

(each of you, Resilience SPC, Resilience BVI and Resilience Foundation being a "Party" and collectively, the "Parties" and Resilience BVI, Resilience SPC and Resilience Foundation together collectively referred to herein as the "Resilience Parties").

The Privacy Policy is incorporated into these Terms by reference. In the event of any inconsistency between these Terms and any other pages, policies, terms, conditions, licenses, limitations or obligations contained within or on the Site, these Terms shall prevail. In event of any inconsistency between these Terms and any Offering Document, these Terms shall prevail, except over any Token Purchase Agreement.

The Re Protocol, the Tokens and the Site Services are complex and carry a high level of risk and are not appropriate for persons who do not possess the appropriate level of knowledge and experience to deal in them. None of the Resilience Parties are under any obligation to assess the suitability of the Tokens or Site Services for users and any comment or statement which may be made by any Resilience Party or any of their Related Parties as to the suitability of the Site Services to you should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such. No Resilience Party is providing legal, accounting, taxation, investment, financial or other professional or technical advice to you in connection with your decision to redeem Tokens or otherwise utilise Site Services.

The access or use of the Site and any of the Site Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under Applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power or privilege.

1. Interpretation

1.1 Definitions

In these Terms and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

"Accepted Digital Asset" means USDC and USDT and such other Digital Asset as may be included as an Accepted Digital Asset by Resilience BVI by updating the published version of these Terms;

"Affiliate" means, in relation to a Party, a direct or indirect subsidiary of that Party, a Party under common control, a holding company of that Party and any other subsidiary of that holding company;

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

"Anti-Corruption" means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements and other related forms of commercial corruption or bribery;

"Applicable Laws" means all Laws that apply to you, us or the Site;

"Canadian Person" means:

  1. a resident of any province or territory of Canada;
  2. any person established or organised in or under the Laws of Canada or any province or territory of Canada;
  3. any estate of a decedent who was a resident of any province or territory of Canada; and
  4. any person established or organised outside Canada or any province or territory of Canada, in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorises, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the person;

"Controlling Person" means any person who owns more than a 25 percent interest in any person or affiliate;

"Copyrights" means any materials used on the Sites;

"CRS" means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;

"CTF" means counter-terrorist financing;

"Digital Assets" means assets or items that are digital representation of value, including

  1. assets that are created, maintained and utilised on a specific distributed ledger system or smart contract and are an integral feature of the distributed ledger system or smart contract,
  2. digital representations of other types of assets created and maintained on a distributed ledger system, and
  3. other crypto-finance and digital assets, or instruments for the purchase of such, each often referred to, variously, as digital currency, cryptoassets, cryptocurrencies, virtual assets, virtual currencies, digital assets, convertible virtual currencies, whether issued in a private or public transaction.

"Digital Wallet Address" means an alphanumeric identifier that represents a potential destination for a Digital Asset transfer, which typically is associated with a user's Digital Wallet;

"Digital Wallet" means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Assets;

"Economic Sanctions" means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalised by any Applicable Law;

"Eligible User" means a person

  1. able to make the representations, warranties and agreements set forth in these Terms,
  2. that is not a Prohibited Person and
  3. is not located in a country, territory or jurisdiction where the Site Services or transferring or holding Tokens is prohibited or violates, or contributes to violations of, Applicable Law.

"FATCA" means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended;

"FATF" means the Financial Action Task Force;

"FIA" means the Financial Investigation Authority of the British Virgin Islands;

"Fiat" means the money or currency of any country or jurisdiction that is:

  1. designated as legal tender; and
  2. circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;

"FinCEN" means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;

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

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

"Government Official" means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organisation, and any person who is acting in an official capacity for any of the foregoing, whether or not such person is acting in that capacity permanently, temporarily and with or without compensation;

"Laws" means all laws, statutes, orders, regulations, rules, treaties, by-laws, protocols, codes, decrees, directives, guideline or official obligations or requirements enacted, promulgated, issued, ratified, enforce, or administered by any Government;

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

"Marks" means any trade marks used by the Resilience Parties;

"Offering Materials" or "Offering Document" means the current private placement memorandum for any Token and any related documentation referenced therein, including the relevant Token Purchase Agreement;

"OFAC" means Office of Foreign Assets Control of the U.S. Department of the Treasury;

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

"Politically Exposed Person" means

  1. a person who is or has been entrusted with prominent public functions by a foreign country, for example a Head of State or of government, senior politician, senior government, judicial or military official, senior executive of a state owned corporation, and important political party official;
  2. a person who is or has been entrusted domestically with prominent public functions, for example a Head of State or of government, senior politician, senior government, judicial or military official, senior executives of a state owned corporation and important political party official; and
  3. a person who is or has been entrusted with a prominent function by an international organisation like a member of senior management, such as a director, a deputy director and a member of the board or equivalent functions.

"Prohibited Jurisdiction" means any a country or territory named on any Sanctions List which shall include (whether or not covered by the foregoing): Afghanistan, Belarus, Cote D'Ivoire (Ivory Coast), Central African Republic, Cuba, Crimea (a region of Ukraine annexed by the Russian Federation), Democratic People s Republic of Korea (North Korea), Iran, Iraq the self-proclaimed Donetsk People's Republic (a region of Ukraine), the self-proclaimed Luhansk People's Republic (a region of Ukraine), the self-proclaimed Kherson People's Republic (a region of Ukraine), Lebanon, Libya, Liberia, Myanmar, Russia, the Sudan, Syria, Venezuela, Zimbabwe, and the self-proclaimed Zaporizhzhia People's Republic (a region of Ukraine).

"Prohibited Person" means:

  1. any U.S. Person;
  2. the Government of Venezuela;
  3. citizen or resident of, Government or Government Official of, or person in or subject to the jurisdiction of, any Prohibited Jurisdiction; and
  4. any Sanctioned Person;

"Privacy Policy" means the privacy policy available on the Site from time to time;

"Prohibited Use" has the meaning set out in paragraph 8.2 of these Terms;

"Related Parties" means each of the Resilience Parties' Affiliates and each of their respective shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys;

"Re Protocol" means the blockchain-based system for the global deployment and settlement of reinsurance funding owned and operated by Resilience Foundation;

"Token Purchase Agreement" means the form of token purchase agreement relating to the pertinent Tokens as made available on the Site by the Resilience Parties from time to time.

"Tokens" means any Digital Assets issued by Resilience BVI;

"Transfer" means transfer, sell, loan, collateralize, sponsor, distribute, issue or otherwise dispose of or encumber.

"Sanctions List" means (i) the "Specially Designated Nationals and Blocked Persons" ("SDN") List and the Non-SDN List, including the "Sectoral Sanctions Identifications List", published by OFAC; (ii) the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and (iii) any other foreign terrorist organisation or other sanctioned, restricted, or debarred party list or program published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of (a) the Cayman Islands, (b) the British Virgin Islands, (c) the United Kingdom, (d) the United States or (e) the United Nations;

"Sanctioned Person" refers to any person or Digital Wallet Address that is:

  1. specifically listed in any Sanctions List or dealing (directly or indirectly) with any third-party named on any Sanctions List, including any person transacting on behalf of or facilitating activity for such a person;
  2. directly or indirectly owned 50 percent or more by any person or group of persons in the aggregate, or a Digital Wallet associated with such person or persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or
  3. that is subject to any Government Approval or otherwise sanctioned, restricted or penalised under applicable Economic Sanctions, AML or CTF Laws;

"Tax Information Exchange Laws" means Laws relating to the exchange of information relating to taxes between Governments, including FATCA and CRS;

"Terms" means these terms and conditions of sale and service, as they may be changed, amended, or updated from time to time, including the Privacy Policy;

"Territory or Insular Possession of the United States" means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);

"United States" or "U.S." means the several states of the United States and the District of Columbia;

"U.S. Account"means any account that is held by one or more U.S. Persons or non-U.S. entities that have one or more Controlling Persons who is a U.S. Person;

"U.S. Citizen or U.S. Resident" includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the "substantial presence" test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;

"U.S. Financial Institution" means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organised, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of:

  1. accepting deposits
  2. making, granting, transferring, holding, or brokering remittances, loans, or credits; or
  3. purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution's affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States;

"U.S. Person" means:

  1. a U.S. Citizen, U.S. domicile, U.S. Resident or person located in the U.S.;
  2. a corporation, partnership, or other entity established or organised in or under the Laws of the United States or formed at the direction (directly or indirectly) of any person domiciled or located in the U.S.;
  3. any estate of a decedent who was a U.S. Citizen or U.S. Resident;
  4. any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust;
  5. any person organised or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorises, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the person;
  6. any pension plan for the employees, officers or principals of a legal entity described in sub-paragraph (b) above, unless the pension plan is primarily for foreign employees of such entity;
  7. a 'U.S. Person' as defined in Rule 902(k) of Regulation S promulgated under the Securities Act of 1933; or
  8. a 'U.S. Person' as defined under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

"USDC" means the Digital Currency known as USD Coin.

"USDT" means the Digital Currency known as Tether.

"USR" means the Digital Currency available for sale and redemption at the Site from time to time and further described in these Terms;

"Virus" means any harmful or surreptitious code with a purpose to, effect of or that could reasonably be expected to:

  1. cause any unplanned interruption of the operation of a website or computer systems;
  2. unauthorised use of a website or computer systems;
  3. altering, destroying, or inhibiting the use of a website, software or computer systems; or
  4. block access to, or prevent the use or accessibility of, a website or computer systems.

Viruses include malware, trojan horses, system monitors/keyloggers, dialers, adware, and adware cookies lockup, time bomb, key lock device program, or disabling code.

1.2 Headings

The headings and sub-headings in these Terms are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.

1.3 Extended Meanings

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

1.4 Governing Law

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

2. Right to Use the Site

If you:

  1. have a Digital Wallet compatible for use with the Site Services;
  2. are an Eligible User;
  3. do not operate your Digital Wallet for the benefit of a non-Eligible User; and
  4. comply with these Terms,

Resilience Foundation grants you the limited right to use the Site Services. The right to use the Site Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license and it is subject to the limitations and obligations in these Terms. Nothing in these Terms gives you any license (other than as set out in this Section), right, title, or ownership of, in, or to the Site, any of the Site Services, the Copyrights or the Marks. Resilience Foundation may suspend or terminate the provision of Site Services to you, as required by Applicable Laws or where Resilience Foundation determines that you have violated, breached or acted inconsistent with any of these Terms.

2.2 Every non-Eligible User is strictly prohibited from directly or indirectly holding, owning or operating Tokens in any way or otherwise transacting on or using any Tokens, the Site Services or the Site.

2.3 No order or transaction in Tokens may be for the financial or other benefit of a non-Eligible User.

2.4 Persons who are not U.S. Persons with accounts that are not U.S. Accounts may be prohibited in the discretion of the Resilience Parties from directly or indirectly holding, owning or operating Tokens in any way or otherwise transacting on or using any Tokens, the Site Services or the Site, if either Resilience Party believes or suspects that they are making a deposit, withdrawal, or transfer of Fiat or Digital Asset to, from, on behalf of or through any U.S. Financial Institution or other U.S. Person to facilitate the provision of the Site Services.

2.5 The Resilience Parties are under no obligation to support any particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Asset resulting from a fork of a blockchain. Where a blockchain or protocol on which Tokens are issued is forked, the Resilience Parties may elect to suspend Site Services temporarily or for an extended period of time on little or no notice. The Resilience Parties will determine, in its sole discretion, whether to support a particular fork of a blockchain or protocol or whether to cease support for all version of a particular blockchain or protocol. Where the Resilience Parties determines to cease support for a particular blockchain or protocol, you will take any and all actions reasonably necessary to effectuate the migration of your Tokens to a supported blockchain or protocol identified by the Resilience Parties. The Resilience Parties assumes no liability or responsibility whatsoever arising out of or relating to your failure to effectuate such migration of your Tokens to another blockchain or protocol identified by the Resilience Parties.

2.6 The Site may also contain links or functionality to access or use third-party websites ("Third-Party Websites") and applications ("Third-Party Applications"), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties ("Third-Party Materials"). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left the Site, you are subject to the terms and conditions (including privacy policies) of another website or destination. Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under our control, and may be "open" applications for which no recourse is possible. We are not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. We may provide links to these Third-Party Websites and Third-Party Applications only as a convenience but do not review, recommend, approve, monitor, endorse, warrant or make any representations on information with respect to Third-Party Websites or Third-Party Applications, or their products or services or Third-Party Materials, including accuracy of data which is provided on an "as is" basis, nor does the opinion, advice or information by any third-party reflect those of any Resilience Party unless specifically stated otherwise. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Materials at your own risk.

2.7 From time to time, we may work with third parties to facilitate the Services. We do not guarantee that third parties that we may work with will perform the functions those parties are intended to do as intended. Consequently, we will not be responsible for the functionality of third-party systems that may be necessary to facilitate the Site Services

2.8 Certain aspects of the Site, RE Protocol, or Services depend upon the operation of smart contracts deployed on various underlying third-party blockchain networks, as described at https://docs.re.xyz/ (the "Designated Contracts"). You understand and acknowledge that the operation of the Designated Contracts is irreversible, that you have carefully reviewed and understood the Designated Contracts and associated materials, accept the risk of their use, and agree to be bound by the outcome of the operation of the Designated Contracts on the relevant underlying blockchain.

3. Fees

Transactions involving Tokens or otherwise that are conducted on the Re Protocol may be subject to fees collected by the Resilience Parties in connection with the operation of the Re Protocol ("Protocol Fees"). A detailed discussion of the Protocol Fees and other fees and costs which you may be required to pay to use the Services can be found in the Offering Materials, the relevant terms of which are incorporated herein.

4. Tokens

To the extent that you have acquired in the past, or currently hold, any Tokens, the terms and conditions set out in the corresponding Token Purchase Agreement shall apply to the Parties as if set out in this Agreement and references to the "Purchaser" in such sections were to you, and references to the "Company" were references to the Resilience Parties. Additionally, other limitations on Token holders set out in the pertinent Offering Materials shall apply to you as if set forth in this Agreement.

5. Risks and Limitation of Liability

5.1 IMPORTANT: Trading in Tokens is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Site is made available solely for general information purposes, and the Resilience Parties and their Related Parties do not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable for any and all activity on the Site and for knowing the correct status of your Tokens, even if presented incorrectly by the Site at any time. You acknowledge that you are, and you agree to be, fully responsible and liable for your actions and inactions on the Site and all gains and Losses sustained from your use of the Site and any of the Site Services, and for safeguarding access to, and any information provided through, the Site and any of the Site Services, including, your Digital Wallet, Digital Wallet Address, private keys, usernames, passwords and bank account details.

5.2 You acknowledge and agree that you have read and understood any risk factors relating to the Tokens (howsoever described) published by the Resilience Parties and made available on the Site or through Offering Materials, from time to time.

5.3 There is no guarantee against Losses from Tokens or the use of Tokens.

5.4 You acknowledge that Tokens are not legal tender and are not backed by any Government; Tokens are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections, or any analogous protections in any jurisdictions.

6. Transactions in Tokens

6.1 The Resilience Parties may be required to share your user information (or the user information of any transferee of your Tokens) with other contractual third parties, including financial institutions, or as required under Applicable Law or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Resilience Parties to share this information with such contractual third parties, or as required under Applicable Laws or demanded upon a lawful request by any Government, and release Resilience Parties from any liability, error, mistake, or negligence related thereto.

6.2 You accept all consequences of transacting, redeeming or otherwise transferring or utilising your Tokens. Token transactions are not reversible. Once you send Tokens to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those Tokens indefinitely or permanently. You acknowledge that Resilience Parties may delay or suspend redemption of Tokens under various circumstances, including in the event that (i) Resilience Parties determines that you have engaged in a Prohibited Use or are not an Eligible User; (ii) any of the Resilience Parties are directed to do so by any Government; (iii) your Digital Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or (iv) when Resilience Parties believes that someone is attempting to gain unauthorised access to your Digital Wallet or other account or wallet.

7. Resolution of Disputes

7.1 Any dispute, claim, controversy or action arising out of or related to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Digital Wallet, the operations and services of the Site, or (c) your access to or use of the Site Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against any Resilience Party.

7.2 You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the British Virgin Islands, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.

7.3 You and the Resilience Parties agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one person"s or party"s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Any relief awarded to any one Token user cannot and may not affect any other Token users.

7.4 JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SITE SERVICES BY YOU, OR ANY OTHER MATTER INVOLVING THE PARTIES.

8. Prohibited Uses

8.1 You may not:

  1. use the Site if you are not an Eligible User;
  2. fail to provide any information requested by a Resilience Party for verification, anti-money laundering or other reason mandated or advisable under any Applicable Law;
  3. use the Site or any Site Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of Applicable Laws, or to transact or deal in any contraband Digital Asset, Fiat, funds, property or proceeds;
  4. use the Site or any Site Services if any Applicable Law, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws, prohibit, penalise, sanction, or expose the Resilience Parties to liability for any Site Services furnished or offered to you or your Digital Wallet under these Terms;
  5. use the Site or any of the Site Services, or any financial services of any U.S. Financial Institution, whether or not a Related Party of a Resilience Party, to facilitate, approve, evade, avoid or circumvent any Applicable Law, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
  6. use the Site or any Site Services to evade taxes under the Laws of the British Virgin Islands, the United States or any other jurisdiction(s) applicable to you or the Site;
  7. purchase or redeem Tokens, or use any Site Services, with anything other than Fiat, funds, keys, property or Digital Assets that have been legally obtained by you and that belong to you;
  8. use the Site or any Site Services to interfere with or subvert the rights or obligations of a Resilience Party or the rights or obligations of any other Site user or any other person;
  9. trade using misleading or inaccurate information presented to the Site or to a Resilience Party or take advantage of any technical glitch, malfunction, failure, delay, default or security breach;
  10. use the Site or any Site Services to engage in conduct that is detrimental to a Resilience Party or to any other Site user or any other person;
  11. take advantage of any technical glitch, malfunction, delay, default or security breach on the Site;
  12. falsify any account, Site registration, exchange or administration details provided to a Resilience Party or any of their Related Parties, impersonate another person or misrepresent your affiliation with a person;
  13. falsify or materially omit any information or provide misleading or inaccurate information requested by a Resilience Party or any of their Related Parties, including at Site registration or during the course of administering any Site Services to you;
  14. cause injury to, or attempt to harm, a Resilience Party, any of their Related Parties or any person through your access to the Site or any Site Services;
  15. promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;
  16. have more than one account and more than one Digital Wallet on the Site, or use any Digital Wallet on a one-time, "throwaway" basis; any such additional Digital Wallet or one time "throwaway" Digital Wallet may be terminated or suspended at the absolute discretion of a Resilience Party;
  17. where you are subject to prohibitions or restrictions as set forth in Section 2, access the Site or use any Site Services utilising any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Site Services from, or being subject to, the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
  18. utilise a Digital Wallet, any Site Services or the Site for the financial or other benefit of a Prohibited Person; or
  19. violate, promote, or cause a violation of, or conspire or attempt to violate these Terms or Applicable Laws.

8.2 Any use as described in Section 8.1 shall constitute a "Prohibited Use". If a Resilience Party determines or suspects that you have engaged in any Prohibited Use, it may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include (a) making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; (b) confiscation of any Fiat, funds, property, proceeds, or Digital Assets in any Digital Wallet that you have on the Site; (c) freezing any Fiat, funds, property, proceeds or Digital Assets in any escrow account pending report to, license from, or potential confiscation by a Government authority; (d) forcibly redeeming any Tokens (and holding back up to 100% of redemption proceeds), (e) refusing to make any withdrawal or distribution payment; (f) mechanically "locking" any Tokens in your Digital Wallet from being transferred; (g) suspending or terminating your access to any Site Services or Fiat, funds, property, or Digital Assets from any Digital Wallet; (h) "blacklisting" the selling address and any associated accounts; and (i) taking any other action as may be reasonably necessary or advisable to comply with Applicable Law or cooperate with Government authorities. Either Resilience Party may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant or in accordance with Laws. Any Losses occurring to you as a result of any such actions shall be borne solely by you. In addition, should your actions or inaction result in Loss being suffered by a Resilience Party or any of their Related Parties, you shall pay an amount to such person so as to render it whole on an after-tax basis.

9. Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing

9.1 The Resilience Parties are committed to providing safe, compliant, and reputable Site Services and to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, the Resilience Parties insist on a comprehensive and thorough user due diligence process and ongoing analysis and reporting. By agreeing to these Terms, you affirmatively certify that you are not a Prohibited Person and that you are not utilising an Digital Wallet for the benefit of a Prohibited Person and that your account would not be regarded as a U.S. Account, and you agree that you shall provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to Applicable Laws and the compliance policies or procedures of the Resilience Parties or any of their Affiliates. Additionally, the Resilience Parties and any of their Affiliates may assess whether you will make, or intend to make, a transfer to, from, or through any U.S. Financial Institution to facilitate the provision of the Site Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to Applicable Laws and the compliance policies or procedures of the Resilience Parties. You agree to provide promptly any documentation, information, or records requested by the Resilience Parties at any time, including a self-certification permitting the determination of tax residence and status under Tax Information Exchange Laws. Such information may include self-certifications as to Controlling Persons and beneficial ownership of one or more legal entities. The Resilience Parties need to retain certain information, documentation, and records on file pursuant to Applicable Laws and its contractual relationships, and the Resilience Parties hereby expressly reserve the right to keep such information, documentation, and records. Additionally, the Resilience Parties monitor for and assess suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to OFAC, FIA, and international regulators. These undertakings shall apply even when you suspend or terminate your relationship with the Resilience Parties or abandon your application to have a Digital Wallet or transfer all Tokens from your Digital Wallet. Our policies apply to any and all Digital Assets, Fiat, and other funds or property being exchanged on or through the Site or by any of you or your Affiliates.

9.2 the Resilience Parties reserve the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of Site Services, or the creation or administration of any Digital Wallet for or with, any user for any reason (or for no reason) at any time, including the provisions of Sections 8 and 11, subject to any limitations imposed by Applicable Laws. Without limiting the generality of the foregoing, this includes any transfer, transaction, business or dealing with a: (i) Sanctioned Person; (ii) Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) U.S. Person; (iv) Canadian Person; (v) citizen or resident of the British Virgin Islands or Switzerland; (vi) person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, or jurisdictions under increased monitoring); (vii) person that is or formerly was a Government Official or Politically Exposed person within the meaning of the FATF"s Recommendations; (viii) person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply to you or to the Resilience Parties or any of their Related Parties; (ix) person that the Resilience Parties determine is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from a U.S. Financial Institution) in violation of, causing any other person, including any of the Related Parties, to violate, attempting or conspiring to violate, or evading or circumventing these Terms or Applicable Laws; and (x) person that fails to meet any user due diligence standards, requests, or requirements of the Resilience Parties, or otherwise appears to be of high risk, including any of the foregoing factors. In lieu of refusing registration, access or ongoing administration of your Digital Wallet, the Resilience Parties may perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Site Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, the Resilience Parties may suspend or terminate Site Services to you immediately and take any other action we deem reasonable or necessary in light of Applicable Laws, determined, for the avoidance of doubt, in our sole discretion.

10. Intellectual Property

10.1 You agree not to appropriate, copy, display, reverse engineer or use the Marks or other content without express, prior, written permission from the Resilience Parties, including as a domain name, as social media profile/handle, on a website, in an advertisement or other marketing, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner.

10.2 You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from the Resilience Parties.

10.3 You may link to the Site"s homepage or other pages, provided you do so in a way that is fair and legal and does not damage the Resilience Parties" reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on the part of the Resilience Parties without their prior written consent.

10.4 The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by the Site. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other Site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms.

10.5 You must not register, record, or otherwise control any domains, social media handles/profiles, Marks or other trademark or service mark registrations, trade names or any other intellectual property rights featuring intellectual property owned by a Resilience Party, any of their Related Parties or its or their licensor(s) directly or through a third party ("Prohibited Assets"). If a Resilience Party becomes aware that you own or control any Prohibited Assets, the Prohibited Asset(s) will be automatically transferred and assigned to the relevant Resilience Party, its nominated Related Party or its licensor(s) under these Terms of Service. You agree to execute all instruments and documents and do such additional acts as the relevant Resilience Party, its Related Party(ies) or its licensor(s) may deem necessary or desirable to record and perfect the assignment of rights under this Section 10.5. If the Resilience Party, its Related Party(ies) or its licensor(s) are unable for any reason to secure your timely signature to any document it is entitled to under this Section 10.5 within fourteen days, you hereby irrevocably designate and appoint the relevant Resilience Party, its Related Parties and its licensor(s) and their duly authorised directors, officers and agents as your attorney-in-fact, with full power of substitution to act for and on your behalf and instead of you to execute and file any such document(s) and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by you.

10.6 The Site and Site Services are protected by copyright, trademark, trade secret and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by the Resilience Parties or their respective licensor(s). Except as expressly authorised by a Resilience Party, you will not (i) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any person all or any part of the Site or Site Services in any way; (ii) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Site Services; (iii) "frame" or "mirror" all or any part of the Site or Site Services on any other server or wireless or Internet-based device; or (iv) reverse engineer or access all or any part of Site or its Site Services in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Site or Site Services, or (c) copy any ideas, features, functions, or graphics of all or any part of the Site or Site Services.

11. Your Representations and Warranties

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

  1. that you are an Eligible User and have acquired from or transferred Tokens to solely Eligible Users;
  2. that, if you are an individual user, you are the greater of at least 18 years of age and the age of majority in your jurisdiction, and that you have the capacity to contract under Applicable Laws;
  3. that, if you are registering to use or using the Site on behalf of a legal entity, (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (ii) you, and any individuals utilising the services on behalf of the legal entity are duly authorised by such legal entity to act on its behalf;
  4. you are not a (i) Politically Exposed Person, (ii) a family member, including sibling parent, spouse, or child of a Politically Exposed Person, or (iii) close associate, including any natural person who is known to hold the ownership or control of a legal instrument or person jointly with a Politically Exposed Person, or who maintains some other kind of close business or personal relationship with a Politically Exposed Person, or who holds the ownership or control of a legal instrument or person which is known to have been established to the benefit of a Politically Exposed Person;
  5. (i) that you understand the risks associated with using the Site and Site Services, (ii) that you are not prohibited or restricted from using the Site or Site Services by Section 2 of these Terms of Service, and that you are not otherwise prohibited by Applicable Laws from using, the Site or the Site Services and (ii) that you have had the opportunity to seek legal, accounting, taxation, investment, financial and other professional advice regarding these Terms and the Site Services, on the understanding that we are not providing any such advice nor acting as any such advisor to you;
  6. that you have read and understood relevant Offering Materials for any Tokens you may be purchasing or redeeming, and are in compliance with the terms and conditions set forth therein;
  7. that you will not use the Site or any Site Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Assets, Fiat, property, funds or proceeds;
  8. that you will not trade or otherwise transact on the Site or use any Site Services with anything other than Fiat, funds, or Digital Assets that (i) have been legally obtained by you, (ii) that belong to you, (iii) were not directly or indirectly derived from activities that may contravene Applicable Law, and (iv) that are free and clear of all liens, claims and encumbrances;
  9. that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Site Services conducted under these Terms, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;
  10. that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as the Resilience Parties may reasonably determine;
  11. that neither you nor any of your Affiliates shall use any Digital Assets, Fiat, property, proceeds or funds subject to the Site Services of the Site directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any person subject to the jurisdiction of a Prohibited Jurisdiction; (ii) in violation of or as prohibited, restricted or penalised under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalised under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
  12. that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions or otherwise penalised under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any Applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws or Economic Sanctions Laws;
  13. that neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer or conduct, whether or not by using or receiving the Site Services from any Tokens Wallet or Digital Wallet Address, that is likely to result in you or your Affiliates or your or your Affiliate"s, shareholders, directors, officers, employees, agents or partners becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Digital Assets, Fiat, funds, or property to, from, or through any Digital Wallet, Digital Wallet Address or engaging in any transaction on the Site from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction or (v) otherwise a Prohibited Person;
  14. that neither you nor any of your Affiliates or your or your Affiliate's, shareholders, directors, officers, employees, agents, or partners has directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including any Digital Asset or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
  15. that you shall not falsify any Site or Site Services registration or administration details provided to a Resilience Party;
  16. that you shall not falsify or materially omit any information or provide misleading or inaccurate information requested by a Resilience Party in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Site Services, including at registration or during administration or other due diligence processes, and that if any information provided to a Resilience Party becomes incorrect or outdated, including information relating to your ownership, you will promptly provide corrected information to the relevant Resilience Party;
  17. that you shall employ reasonable anti-Virus, anti-malware and other software and techniques to protect you and your Digital Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Digital Wallet and to keep such Digital Wallet and the access to the Site from your account out of the reach of other persons;
  18. that you shall not introduce or transmit any Virus into the Site or the Resilience Parties" and their Affiliates" computer systems;
  19. that you are not utilising a virtual private network, proxy service or any other third-party service, network or product with the effect of disguising your IP address or location.
  20. that you acknowledge and agree that Fiat, Digital Assets or other property reflected in your Digital Wallet are not segregated assets held in your name or for your benefit;
  21. that you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorised e-mail address on file with the Resilience Parties are deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf or the malfunction of any device or compromise of credentials used by you to deliver instructions, and that the Resilience Parties may act upon those instructions without any liability or responsibility attaching to it; and
  22. that you will accurately and promptly inform the Resilience Parties if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct, becomes incorrect or misleading in light of the other terms of these Terms.

The foregoing representations and warranties are made by you but your representations and warranties are applied additionally to any person controlling or controlled by you, having a beneficial interest in you or any person you are acting as agent or nominee for in connection with the use of the Site Services.

12. No Representations and Warranties by the Resilience Parties

The Resilience Parties make no representations, warranties, covenants or guarantees to you of any kind and, to the extent permitted by Applicable Laws, the Resilience Parties expressly disclaim all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Site and the Site Services. The Site and the Site Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. The Resilience Parties may also provide access to features or services that are identified as "beta" or pre-release. Without limiting the preceding sentences in this Section, you understand that such services are still in development, may have bugs or errors, may be incomplete, may materially change prior to a full commercial launch, or may never be released commercially.

13. No Advice

The Resilience Parties do not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes.

14. Limitation of Liability and Release

14.1 IMPORTANT: To the maximum extent permitted by Applicable Law, you irrevocably agree and acknowledge that neither the Resilience Parties nor any of their Related Parties assumes any liability or responsibility for, nor shall any of them have any liability or responsibility for, any Losses directly or indirectly arising out of or related to:

  1. any breach by you of these Terms;
  2. the Site, and your use of it, except as explicitly provided for in these Terms of Service;
  3. the Site Services, and your use of any of them, except as explicitly provided for in these Terms of Service;
  4. any failure by you or any Affiliate to comply with Applicable Laws;
  5. any information or materials available through the Site;
  6. the real or perceived value of any Tokens or other Digital Assets traded or utilised on the Site, or the price of any Token or other Digital Assets displayed on the Site at any time;
  7. any inaccurate, misleading or incomplete statement by any Resilience Party or on the Site regarding your Digital Wallet, howsoever caused;
  8. any failure, delay, malfunction, interruption or decision (including any decision by a Resilience Party to vary or interfere with your rights) by a Resilience Party in operating the Site or providing any Site Service;
  9. any stolen, lost, or unauthorised use of your Digital Wallet information, any breach of security or data breach related to your Digital Wallet information, or any criminal or other third-party act affecting a Resilience Party or any of their Related Parties;
  10. a Resilience Party electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Asset resulting from a fork of a blockchain or protocol;
  11. your failure to effectuate the migration of your Token to another blockchain or protocol identified by a Resilience Party; or,
  12. any offer, representation, suggestion, statement or claim made about a Resilience Party, the Site or any Site Service by any Related Party of a Resilience Party.

14.2 You hereby agree to release the Resilience Parties and their respective Related Parties from liability for any and all such Losses, and you shall indemnify and save and hold the Related Parties harmless from and against all such Losses which shall include Losses resulting from the sale or other transfer of Tokens to any non-Eligible User, breaches of these Terms or Applicable Law. To the maximum extent permitted by Applicable Law, the foregoing limitations of liability, releases and indemnities shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Related Parties have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.

15. No Waiver; Available Remedies

Any failure by a Resilience Party to exercise any of its rights, powers, or remedies under these Terms, or any delay by a Resilience Party in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by a Resilience Party does not prevent either from exercising any other rights, powers, or remedies. The remedies of the Resilience Parties are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which the Resilience Parties are entitled include (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses set off against any amounts that the relevant Resilience Party would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your Tokens, other Digital Assets, Fiat or other funds, or your interests therein, that are held by a Resilience Party or any of their Related Parties.

16. Force Majeure

The Resilience Parties are not responsible for damages caused by delay or failure to perform undertakings under these Terms when the delay or failure arises from fires; strikes; floods; power outages or failures; acts of God or the state"s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, the Resilience Parties are excused from any and all performance obligations under these Terms.

17. Assignment and Third Party Rights

These Terms, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of the Resilience Parties. The provisions of these Terms which expressly apply to Token shall continue to apply to such Tokens following their transfer by you. These Terms, and any of the rights, duties, and obligations contained herein, are freely assignable by the Resilience Parties without notice or your consent (for clarity, this assignment right includes the right for a Resilience Party to assign any claim, in whole or in part, arising hereunder). Any attempt by you to assign these Terms without written consent is void. Subject to the foregoing, these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of the Resilience Parties. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or any other persons, except such as inure to a successor or assign in accordance herewith: and (ii) that the Related Parties of the Resilience Parties are intended third party beneficiaries of the rights and privileges expressly stated to apply to the Related Parties hereunder and shall be entitled to enforce such rights and privileges (including those rights and privileges set out in Sections 8 and 14) as if in direct privity under these Terms of Service, subject to the conditions and limitations hereof including those relating to the resolution of disputes. No consent of any person is required for any modification or amendment to these Terms of Service.

18. Severability

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

19. Sharing of Personal Information

From time to time, the Resilience Parties receive information requests from Governments, law enforcement agencies and courts around the world. In this context, a Resilience Party might be ordered to share or will provide on a voluntary basis, if this appears reasonable and necessary, your Personal Information with/to law enforcement agencies, the persons identified by a court or a Government. You hereby consent to the sharing of your Personal Information as further detailed in these Terms and the Privacy Policy.

20. Amendments

These Terms may be amended at the sole discretion of the Resilience Parties, and you agree to regularly check for any such amendments and updates to the Terms or Offering Materials pertinent to you. In the event of amendments which, in the opinion of the Resilience Parties, are highly likely to have a materially negative impact upon users who are Token holders, you will receive a notification solely via the Site at least fifteen days in advance of such amendment and will be deemed to have consented to any such amendment at the expiration of the notice period. In the event you do not wish to consent to any such amendment, your sole remedy shall be to request redemption (if applicable) or otherwise dispose of all of your Tokens (in any case solely in compliance with these Terms and the pertinent Offering Materials), and cease your use of the Services entirely.

21. Electronic Communications and Acceptance

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

22. Survival

The following terms shall survive any termination of these Terms, transfer or redemption of Tokens: Sections 5, 6, 7, 8, 9, 10, 11, 12 13, 14, 15, 17, 18 and this Section 22.