TERMS OF USE
GRADE CAPITAL
ATLANTEASE VENTURES INC
This website i.e. Grade.Capital is owned by ATLANTEASE VENTURES INC ("We", "Our", "Company", “GRADE CAPITAL” or “ATLANTEASE VENTURES INC” and "Us") which term shall include its operators, partners, licensee, successors, subsidiaries and/or affiliates.
These Terms of Use are the terms (“Terms”) on which you may make use of our website “Grade.Capital” and the associated mobile and software applications (collectively called “Online Platforms”)
Upon accessing, downloading, or utilizing the Online Platforms, you are consenting to adhere to these Terms. We retain the right to alter any Terms at any time in the future without prior notification. Your ongoing use of the Online Platforms will indicate your acceptance of any revised Terms.
You recognize and consent that:
1) You understand the risks connected to digital asset transactions and their derivatives;
2) By utilizing our platform, users acknowledge and accept the inherent risks involved in digital asset transactions/ trading and absolve our platform from any liabilities associated with financial losses or damages incurred while using our services;
3) Our Company bears no liability for any financial losses, damages, or consequences arising directly or indirectly from the use of our services or reliance on the information provided herein; and
4) Our platform may contain links to third-party websites or services that are not under our control. We are not responsible for the content, accuracy, or reliability of any third-party information, products, or services.
It is essential to thoroughly review these Terms and the Key Terms of Products alongside our Privacy Policy, which regulates the gathering and handling of personal data. Additionally, the know your customer policy outlines the conditions for user identity verification and the protocols for identifying and reporting prohibited or illegal activities.
ABHIBHA TECHNOLOGIES PRIVATE LIMITED and OMO LLC acting as a Partner operator for the purposes of on-ramp and off-ramp i.e. buying and selling of crypto currencies and virtual digital assets, are companies officially registered with the Financial Intelligence Unit-India under No. ______________ and No. ____________. ThesePartners entity exclusively offers exchange and related services to users within India.
ELEVATE LABS INC is a company incorporated with Registration No. 2023-001349726 with its registered office at 30 N. Gould St. Ste R Sheridan, WY 82801 USA, registered under WYOMING BUSINESS CORPORATION ACT in accordance with the applicable laws of State of Wyoming and USA and all crypto trading and custodian services are being offered by this Partner entity.
2. DEFINITIONS & INTERPRETATION
2.1. The terms used in this Agreement shall have the meanings described to them in “Part A” of Schedule “A” to this Agreement.
2.2. Agreement shall be interrelated in a manner and on the basis of principles as provided in “Part B” of Schedule “A” to this Agreement.
Unless repugnant to the context, in this Agreement the expressions mentioned below shall have the meaning as assigned.
3.1. The Company is merely a technology platform allowing Users to carry out transactions in accordance with his/her choice, and any interactions with any third-party websites.
3.2. You acknowledge and consent that to facilitate any request or transaction on the Online Platforms, the Company may need to utilize the services of third-party exchanges, wallet providers, or other digital asset service providers in order to process requests or complete transactions. As part of offering these services, the Company may, at any time, require you to provide additional documentation or comply with its policies or the legal requirements in force.
3.3. The Online Platforms grant access to a Digital Assets exchange for various purposes either on their own or through third-party partners, including:
i). Trading your Digital Assets online using fiat currency or any other Digital Asset.
ii). Facilitating Funds transactions, encompassing deposits and/or withdrawals.
iii). Providing online storage and safekeeping for your Digital Assets.
iv). Offering additional services, products, or contests related to Digital Assets.
v). Any other service or product that the Company and/or its Operator may offer or provide, collectively referred to as the "Services."
It is pertinent to note that we have specific terms and guidelines for each product that you must read alongside these Terms, available on the Online Platforms. All transactions are solely initiated by the User's own command.
3.4. You consent to reviewing all FAQs and/or specific product terms, which include details regarding fees, processes, or timelines.
3.5. You consent not to: bypass, remove, diminish, disable, or interfere with any aspect of our service; employ any robot/ bot, spider, scraper, or similar methods to access our service. You also agree not to decompile, reverse engineer, or disassemble any software or other accessible products or processes through our service. Moreover, you undertake not to upload, post, email, or transmit any materials aimed at disrupting, damaging, or restricting the functionality of our service. Should you violate these Terms or engage in any illegal or fraudulent activity through our service, we reserve the right to terminate or restrict your use of the service.
3.6. We are dedicated to safeguarding the security of the Online Platforms. To this end, we retain the right to modify the Online Platforms for maintenance purposes at any given time. We cannot guarantee uninterrupted availability of the Online Platforms and aim to minimize downtime. However, we are not responsible for any losses, including those due to digital asset price fluctuations, if the Online Platforms are unavailable for any period. We may suspend, withdraw, discontinue, or modify the entirety or parts of the Online Platforms without prior notice.
3.7. Legal regulations in different countries may limit the products and services that the Platform can legally offer. Consequently, certain products and services might be restricted in specific jurisdictions or to particular users. It is your responsibility to familiarize yourself with and adhere to any limitations and requirements concerning access to and use of the Platform and its Services in each country from which you access the Platform and its Services.
4.1. The deposit of fiat currency into the Fiat Balance using any available payment methods, as well as the deposit and/or withdrawal of Digital Assets or fiat currency, will incur fees or charges as specified in the Fee Schedule provided. Please note the fee schedule is subject to change without prior approval of the user.
4.2. You understand and acknowledge that we may offer additional payment transfer methods in the future, and it shall be made available to you via the Online Platforms, as and when operational.
4.3. At present, you can solely make deposits into the Fiat Balance through our authorized third-party on-ramp partners through modes such as UPI/IMPS/NEFT/RTGS etc. based bank transfers. Our on-ramp partner may apply charges in addition to withholding tax requirements on deposits or withdrawals of fiat currency deposited in the Fiat Wallet. You understand and acknowledge that we may offer additional payment transfer methods in the future, and it shall be made available to you via the Online Platforms, as and when operational.
4.4. When processing payment orders/ withdrawals through the Company, you must adhere to the terms and conditions set by the off-ramp partner, remitter banks or payment service providers. Any concerns regarding fund transfers should be directed to our off-ramp partner, your respective remitter banks or payment service providers exclusively.
4.5. Fees associated with various products like Premium Investor Club, Secure Loans (DeFi) and any other product provided on the Online Platform will be applicable and accessible on the platform. It is your responsibility to periodically review and check for these fees.
4.6. As user/owner of the Digital Assets within your Coin Wallet, it is your duty to fulfill any relevant tax obligations associated with your Digital Assets in relation to your usage of the Online Platforms and/or the Services, as dictated by the applicable laws. If mandated, any tax deductions/ withholding will be executed in accordance with the relevant laws by us or our third-party service providers.
5.1. You have the option to sign up for our Services either directly using your mobile number or via a third-party website such as Gmail through our mobile/ online application. This information will become a part of your Account Information. Upon this registration, an account with your provided details will be created. To access any Services, you must activate your account, known as the "User Account," by undergoing the identity verification process, Know Your Customer ("KYC"), and other requirements outlined, adhering to the Company's policy and applicable law. It is your responsibility to protect your account, and you agree not to share your password with any third-party. You also acknowledge that you will be solely accountable for any activities or actions carried out using your password, regardless of whether you authorized such actions. Should you notice any unauthorized use of your password or account, you must promptly inform us by contacting [email protected]. In addition to other provisions outlined in these Terms, you are prohibited from using false identities, impersonating others, or using a username or password without authorization.
5.2. You represent and warrant us that: (A) you possess the legal capacity to enter into a contract, meaning that (i) if you are an individual, you are either over the age of eighteen or have reached the age of majority as per the relevant law, or (ii) if you are registering on behalf of an entity, you have the authority to agree to these Terms and legally bind the entity to them, in compliance with the applicable laws, including those of your residency jurisdiction; and (B) you are: (i) not listed in any Sanctions Lists; (C) your membership has not been suspended or terminated by us earlier for any reason; and (D) your use of the Services will not breach any laws and regulations that apply to you. The Company may, at any time, ask you to provide or complete any document as required by law concerning the matters discussed herein.
5.3. Note that in the event you are a legal entity/ Juristic Person or representing any legal entity/ Juristic Person, you are also required to inform the Platform so relevant requirements are complied with by you. You are prohibited from using the Services for resale or commercial purposes, including transactions on behalf of other persons or entities.
5.4. You acknowledge and consent that if the eligibility criteria for our Services change, and you no longer meet the updated criteria, we reserve the right to close your Account without any responsibility on our part. It's your sole responsibility to ensure compliance with these Terms and all laws, rules, and regulations relevant to you. We do not accept liability for any losses or other outcomes resulting from unauthorized use of your account.
6.1. Once your User Account is activated, both a Fiat Balance and a Coin Wallet are established for undertaking transactions. Whereas, your Coin Wallet shall remain secured by our custodian.
6.2. It is necessary to uphold a minimum Funds balance in your Coin Wallets before initiating any order or transaction on our Platform. We maintain the right to decline the execution of any order or transaction if it conflicts with our policies or any directives from a law enforcement agency.
6.3. You bear full responsibility for carrying out transactions using the Wallets, and it is your duty to accurately disclose the source of funds involved, if required.
7.1. It is pertinent to note that the Fiat Balance services are provided by a dedicated third-party on-ramp partner. You acknowledge and agree that you are bound by such additional terms as maybe required to be complied by such third-party service provider.
7.2. Your Fiat Balance serves as a storage space for your fiat holdings, exclusively intended for purchasing Digital Assets. Proceeds from the sale/exit of Digital Assets, after deduction of the applicable Transaction Fee will be deposited into this Fiat Wallet.
7.3. Should you intend to buy Digital Assets using fiat currency, the initial step involves transferring Funds from your Linked Bank Account to your Fiat Wallet. The funds transferred should reflect in your Fiat Balance within 2-3 working days from the initiation of the transfer, accounting for potential delays in the banking channels.
7.4. At any time, you have the option to request the withdrawal of Funds held in your Fiat Wallet. This process involves submitting a formal request through the Online Platforms to transfer these Funds into the Linked Bank Accountafter deducting any applicable Transaction Fee and withholding tax requirement, if any. The completion of this "Withdrawal Request" typically takes up to 3 working days from the date of the request, factoring in potential delays within the relevant banking channels.
8.1. You've been granted a Coin Wallet for storing your Digital Assets. It's important to note that the Coin Wallet Services are managed by third-party custody service providers i.e., Elevate Labs Inc, each with their own specific cybersecurity and data protection regulations. It's crucial for you to acquaint yourself with their terms and policies as they may impact you.
8.2. You agree not to hold the Company accountable for any losses incurred due to any failures or malfunctions in the services provided by these third-party custody service providers.
8.3. Funds held in this Wallet may be used to invest into Digital Asset investment baskets curated by Grade Capital, and any liquidation proceeds/ Profits obtained in the form of Digital Assets will be credited only into this Wallet.
8.4. You have the authorization to withdraw Funds from this account, but these Funds can only be moved to another digital asset wallet, referred to as an "External Wallet." To proceed with your withdrawal request, you might need to verify that you are the rightful owner and user of the External Wallet in accordance with the Company’s AML, CFT, CPF AND KYC Policy. Any transaction you initiate in this process will be considered as per your directions, judgment, and genuine consent. Whereas, you are not permitted to transfer, store or receive any digital assets not supported by our Online Platforms. The Company shall not be liable for any losses suffered by you in connection with such attempts to transfer digital assets.
8.5. You maintain ownership of the Digital Assets stored in your Coin Wallet at all times, whether they are deposited by you, purchased through the Online Platforms, or obtained in other ways. Moreover, the Digital Assets held in your Coin Wallet are not registered in our financial records as assets under our ownership. However, to facilitate your usage of the Online Platforms: (i) We function as the trustee of your Digital Assets, holding them through a custodian on your behalf; (ii) As a trustee we act based on your directives to carry out trades and transfers of your Digital Assets; (iii) The Digital Assets in your Coin Wallet might be combined with those of other users, yet this consolidation does not change the individual ownership status of the Digital Assets in each user's respective Coin Wallet.
9. USER REPRESENTATIONS AND WARRANTIES
9.1. Your use of our Online Platforms and Services shall only be for legal and lawful purposes and your activity on our systems shall be in line with the applicable laws in your jurisdiction and in terms of our Policies.
9.2. Individuals and legal entities will be screened against economic sanctions programs administered or enforced by any country or government or international authority, including the United Nations, European Union, UK Treasury and US Office of Foreign Assets Control (OFAC), the Hong Kong Monetary Authority or the Monetary Authority of Singapore, FIU-IN and UAPA,and sanctions lists in all jurisdictions we operate, as we are prohibited from we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required to block funds or Digital Assets associated with your User Account or Linked Bank Account in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) suspend or put your User Account on hold; (ii) terminate your User Account; (iii) We allow transfer of VDA to a customer’s wallet though the same wallet which is linked to the customer account and which has been subjected to KYC Standards and requirements. Further, transfers to the Customers wallet are approved only after the screening is completed and if no concern is raised. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Applicable Laws, the guidance or direction of any regulatory authority or government agency, or any writ/ order of attachment, lien, levy, subpoena/ summons, warrant, or other legal order.
9.3. You are accountable for securing your Account Information to access the Services and for all activities conducted under your Account. It is recommended that you utilize robust passwords, ideally consisting of a mix of upper- and lower-case letters, numbers, and symbols for your Account. You may also use Two-factor Authentication to secure your accounts. Any loss or damage resulting from your failure to adhere to this advice will not be the responsibility of the Company.
9.4. You shall provide us with only such information (including without limitation identification documents submitted by you) that is true and accurate. Creation and maintenance of all Content in your Account shall be your sole responsibility.
9.5. Upon registration and providing Personal Information via our Platform or upon availing our Services, you agree to the terms outlined in our Privacy Policy, explicitly granting your voluntary consent to the collection, utilizationincluding transfer outside India for lawful purposes and disclosure of said Personal Information in compliance with our Privacy Policy.
9.6. You are not allowed to cancel any orders that have been initiated, even if they have not been executed. If an order is partially executed, we reserve the right, at our sole discretion, to allow cancellation of the unexecuted part of that order. It's important to recognize that all orders and transactions become irreversible once they are executed.
9.7. Recognizing the considerable volatility and fluctuation in the value of Digital Assets, you understand that the actual market rate at which an order or transaction is carried out might differ.
9.8. As an owner of the Digital Assets retained in your Coin Wallet, you acknowledge that it is your sole responsibility to ascertain your tax obligations concerning the trading of Digital Assets, as required by the Applicable Laws.
9.9. We reserve the right to halt trading in the event of any adverse circumstances. The user acknowledges and agrees that as the Online Platforms and Services are accessible over the internet, their availability may be affected by fluctuations in continued service.
9.10. We lack control over the fundamental technology that oversees the mining, creation, and sale of any Digital Assets. You recognize that the Company has no authority or control over the market price, circulation, or volatility of the Digital Assets, and that the Basket contract for any of the Digital Assets is strictly a bilateral agreement between the seller and the buyer in the market. We strongly advise you to review our Risk Disclosure.
10.1. You consent to Grade Capital's gathering, utilization, disclosure, safeguarding, and transfer of your information, as specified in the Grade Capital privacy policy found on the Grade Capital website (LINK). This encompasses Grade Capital's utilization of customer information to share details about Grade Capital products and services, as well as the disclosure of your information to assist law enforcement, governmental agencies, and other authorities. This is done to enable Grade Capital to protect the rights of its customers and/or end-users.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. Unless stated otherwise, all Content found on the Online Platform is either owned or licensed to the Company are safeguarded under relevant copyright, trademark, design, and other applicable laws. The logos, trademarks, service marks, and logos of both the Company and other entities displayed on the website ("Trademarks") are either owned or licensed to the Company and their respective owners. You are prohibited from copying, imitating, or using them without our prior written consent.
11.2. The Online Platform may contain third-party intellectual property, including software utilized for generating or disseminating Digital Assets. The Company operates these services and properties under valid contractual agreements, binding both the Company and you, imposing certain restrictions. You are allowed to utilize limited license rights to access, download, and use the Online Platforms and Services for personal, non-commercial purposes only. Any commercial use will necessitate negotiation for a license with the Company.
12.1. The information provided on this platform is for general informational purposes only. It should not be considered as financial or investment advice. Cryptocurrency/ Virtual Digital Assets markets are highly volatile, and investing in digital assets involves significant risk. Users should conduct their own research and seek professional advice before making any investment decisions.
12.2. By utilizing our platform, users acknowledge and accept the inherent risks involved in cryptocurrency / Virtual Digital Assets trading and absolve our platform from any liabilities associated with financial losses or damages incurred while using our services.
12.3. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance, and any guidance you may have received from external sources.
13. DISCLAIMER AND LIMITATION OF LIABILITY
13.1. You explicitly recognize and consent that your use of the Services and the Online Platforms is entirely at your own risk. The Services and the Online Platforms are provided on an "as is" and "as available" basis. While we endeavor to offer top-quality Services to all users, we expressly disclaim and renounce all warranties and conditions, to the maximum extent permitted by law, whether express or implied. These include warranties of merchantability, title, fitness for a particular purpose, and/or non-infringement. We do not guarantee that the Services or the Online Platforms will meet your specific requirements or that the Services or your access to the Online Platforms will be uninterrupted, timely, accurate, or reliable. Furthermore, we do not warrant the permanent availability of any information that may be stored or transmitted through the Services or the Online Platforms.
13.2. To the maximum extent permitted by law, we will not be liable in any way for any loss or damage suffered by you through use of or access to this platform, or our failure to provide this platform. Our liability for negligence, breach of contract or contravention of any law as a result of our failure to provide this platform or any part of it, or for any problems with this platform, which cannot be lawfully excluded, is limited, at our option and to the maximum extent of fees paid by the user during the 6 (six) months immediately preceding the date of the claim.
13.3. Subject to the relevant law, we, our subsidiaries, affiliates, shareholders, directors, officers, employees, representatives, contractors, and suppliers will not be responsible for any incidental, special, punitive, consequential, or comparable damages or liabilities arising from the Services, any execution or failure of Services, or any product offered by us. This applies whether under contract, statute, strict liability, or other theories/ doctrines, even if we or our subsidiaries and affiliates were made aware of the potential for such damages.
13.4. The total liability of ours (including our subsidiaries, affiliates, shareholders, directors, officers, employees, representatives, contractors, suppliers) to any user shall not exceed the fees paid by the user during the 6 (six) monthsimmediately preceding the date of the claim. This limitation applies to any direct, indirect, or consequential loss or damage, whether arising in contract, tort (including negligence), breach of statutory duty, or in any other way, even if such loss or damage was foreseeable, and relates to your use of the Services provided on the Online Platforms.
13.5. Notwithstanding anything to the contrary, we shall not be obligated to make any payment or take any other action under these Terms if we believe in good faith that such action may constitute a violation, or contribute to any violation, of any applicable law and we will not be liable to you for any claims, losses, or damages arising from our exercise of its right provided herein.
13.6. Further, the Company will not be in any breach if it is delayed in the performance of services, or is unable to perform (whether partially or fully), as a result of the occurrence of a Force Majeure Event. Provided that the users affected by the Force Majeure Event shall be given notice of the occurrence of the Force Majeure Event as soon as reasonably practicable.
14. SUSPENSION, TERMINATION AND CANCELLATION
14.1. This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
14.2. This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your Device or from your computer.
14.3. Upon termination of this Agreement, You shall cease all use of the Application and delete all copies of the Application from your Device.
14.4. Termination of this Agreement will not limit any of the our rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.
14.5. Notwithstanding anything contained herein, we hold the right to pause, suspend, block, cancel, or reverse a transaction and/or decline to maintain access to the Online Platforms, even after funds have been deducted from your User Account, if we find that you are violating the Terms and Applicable Law or where your account is flagged by our compliance team in violation of Company’s AML, CFT, CPF AND KYC Policy.
14.6. Once a User Account is closed, suspended, cancelled, or deactivated, any remaining account balance (comprising outstanding charges and owed liabilities) must be promptly settled to us, our subsidiaries, or affiliates. In case any charges or liabilities remain outstanding, we reserve the right to take necessary legal actions to recover these at our discretion. After clearing all due charges to us, you will be granted a reasonable number of business days to withdraw remainder of user funds from the account.
14.7. However, in the above situations such as the suspension or closure of an account due to fraud, cyber investigations, violation of applicable law, or breaches of these Terms, we reserve the right to retain full custody of the funds, Digital Assets, and user data/information. If any refunds are required, these will only be processed when the minimum amount surpasses the threshold defined according to our internal policy as the case may be.
15.1. To the fullest extent allowed by the Applicable Law, you agree to protect and safeguard us, our affiliates, subsidiaries, applicable group companies, along with their respective officers, directors, agents, and employees, from any claims, demands, or actions, including reasonable attorneys' fees, brought by any third party or penalties imposed due to or arising from (a) your utilization of our Services, (b) your violation of these Terms, or (c) your infringement of any laws, rules, or regulations, or the rights of a third party (including the infringement of intellectual property rights).
16.1. To the greatest extent allowed by the Applicable Law, you hereby relinquish and renounce all claims against the Company, its subsidiaries, affiliates, officers, agents, licensors, co-branders, or other partners, and employees from any liability concerning claims, damages (actual and/or consequential), expenses, including legal fees and costs of any kind arising from or in any way connected to your utilization of the Online Platforms, its Services, Content, or Digital Assets usage. Furthermore, you explicitly forgo any rights and advantages you may have under any other national, state, or common law principle of similar effect, as much as permitted by law.
16.2. It is pertinent to note that we not taking any action or delaying the enforcement of our rights against you does not imply that we have renounced those rights or that you are relieved of your obligations to comply with them.
17. GOVERNING LAW & DISPUTE RESOLUTION
17.1. This Agreement shall be interpreted in accordance with and governed by the laws of India without regard to any conflict of laws principles.
17.2. Any dispute, controversy or claim arising out of or in connection with this agreement or related Transaction Documents, You agree to first give us an opportunity to resolve any claims by contacting us on our website / mobile / desktop applications. If the dispute is not resolved through such discussions within a period of Sixty (60) business days, after either Party has served a written notice on the other Party requesting the commencement of discussion. Then the dispute arising out of, or in connection with this contract, 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.
17.3. The arbitral tribunal shall consist of sole (1) arbitrator, whereby either party seeking the appointment of arbitrator shall obtain the consent of the other in writing concerning the appointment.
17.4. The Seat of arbitration shall be in Singapore. The language of the arbitral proceedings shall be English and all awards shall be in the English language.
17.5. The parties further agree that following the commencement of arbitration, they will first attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.
17.6. Any notice or other communications that may be required to be given by either Party or the arbitrator shall be in accordance with the Arbitration Rules for the time being in force.
17.7. The arbitrators shall have the right to award any relief they deem proper and consistent with this agreement or related Transaction Documents including costs. The arbitral award shall be final and binding upon the Parties.
18.1. This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.
18.2. The parties agree that the covenants, obligations and restrictions in this Agreement are reasonable in all circumstances. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, (i) such provision shall be fully severable; (ii) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from; and (iv) in lieu of such illegal, invalid, or unenforceable provision, the Parties hereto shall mutually agree to provide a legal, valid and enforceable provision as similar in terms and effect to such illegal, invalid or unenforceable provision as may be possible to give effect to the commercial intention of the Parties.
18.3. The user is not permitted to assign any rights and/or obligations under this Agreement, without prior written consent of the Company.
18.4. We reserve the right to make revisions to these Terms, with or without prior notice, by modifying this page periodically. We encourage you to regularly check this page to stay informed about any alterations made, as they will have a binding effect on you. Your ongoing use of the Services will be considered as your agreement to be bound by these Terms. Should you disagree with any part of these Terms or any subsequent changes, you are no longer authorized to use the Application.
18.5. Any changes in the terms and conditions contained herein shall have effect only prospectively.
19. USER SUPPORT AND MAINTENANCE
19.1. Except as may be specified, the default level of support and maintenance services is provided to You as a part of Subscription. Any supplementary software code and any Software component provided to You by Grade Capitalas part of the support and maintenance services shall be considered a part of the Grade Capital platform and subject to these terms and conditions.
20.1. For any general inquiries, complaints and/or giving any feedback, please email us at [email protected]
20.2. In case you do not want to continue using our Services and want to deactivate your Account with us, please email us at [email protected].
20.3. If you do not agree with any provision of these Terms and wish to opt out of such provision, please write to us at [email protected] (“Opt-out Request”). Please note that you are not entitled to use the Online Platforms or the Service till any decision is made on the “Opt-out Request”.
PART A- DEFINITIONS
1. “Affiliate” shall mean with respect to any Person, any company, corporation, association, third-parties or other entity, which, directly or indirectly, Controls, is controlled by or is under common Control with, such Person;
2. “Agreement” shall mean and include all the terms and conditions set out herein, along with any/all annexures, schedules and/or exhibits attached to this Agreement or incorporated in it by reference, including any and all amendments made thereto
3. “Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, bye- law, permits, licenses, approvals, consents, authorizations, government approvals, directives, guidelines, requirements or other governmental restrictions, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as of the Effective Date or thereafter;
4. “User Validation” means and includes approvals given by the user in relation to the services availed by the user on the Platform.
5. “Coin Wallet” means an online address accessible through the Online Platforms and controlled and operated by a User for storage of their Digital Assets.
6. “Confidential Information” means technical, financial and commercial information and data relating to a Party’s respective businesses, finances, employee information, planning, facilities, products, techniques and processes and shall include, but not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans, customer names and other technical, financial or commercial information and intellectual properties, whether in written, oral or other tangible or intangible forms;
7. “Digital Asset” means any token or coin generated through cryptographic means or otherwise, by whatever name called, providing a digital representation of value exchanged with or without consideration including NFTs or other digital assets.
8. “Fiat Wallet” means an online address accessible through the Online Platforms and operated by a User for the storage of the User’s fiat currency holdings.
9. “Force Majeure” shall mean any event or any adverse circumstances beyond the control of the affected Party, which could not be anticipated upon formation of this Agreement, and the effects of which are compelling and unforeseeable. A Force Majeure event makes it temporarily or permanently impossible to perform all or any part of a Party’s obligations;
10. “Funds” refers to both Digital Assets and fiat currency, as the case may be.
11. “Intellectual Property” means property, whether tangible or intangible, in which intellectual property rights of whatever nature subsist or may subsist including but not limited to patents, trademarks, service marks, brands, service names design rights, database rights, moral rights, know-how rights, goodwill, reputation, get-up, logos, devices, plans, models, data, diagrams, specifications, source and object code, materials, data and processes, design rights, trade or business name rights, (whether registered or unregistered and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to registrar any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights and in confidential information, present contingent and future copyright, rights to sue for passing-off, plus applications or rights to apply for any of the foregoing and rights to sue ;
12. “Licensee, Partner or Operator” refers to any and all parties that are authorisedby the Company, including but not limited to legal persons, corporate organizations and/or third-party service providers to provide Services and are responsible for such services. IN CASE OF A DISPUTE, YOU SHALL BE REQUIRED TO DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED.
13. “Linked Bank Account” refers to any bank account owned and operated by the User and held with a Scheduled Commercial Bank, whose details were provided by the User during the activation process as mentioned herein.
14. “Linked Crypto Wallet” refers to any crypto wallet which is hosted by a service provider linked to the user during the activation process as mentioned herein.
15. “Person” means any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any The Service Provider or political subdivision thereof or any other entity that may be treated as a person under Applicable Law to provide services of digital marketing;
16. “user” means person who has signed up to use, hold or operate an account on the platform.
PART B- INTERPRETATION
1. Words denoting any gender shall be deemed to include all other genders;
2. Words importing the singular shall include the plural and vice versa, where the context so requires;
3. The terms “hereof”, “herein”, “hereby”, “hereto” and other derivatives or similar words, refer to this entire Agreement or specified Sections of this Agreement, as the case may be;
4. Reference to the term “Section” or “Schedule” or “Annexure” shall be a reference to the specified Section or Schedule or Annexure of this Agreement;
5. Any reference to “writing” includes printing, typing, lithography and other means of reproducing words in a permanent visible form.
6. The term “directly or indirectly” means directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and “direct or indirect” shall have correlative meanings;
7. All headings and sub-headings of Sections and Schedules, and use of bold typeface are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement;
8. Reference to any legislation or Law or to any provision thereof shall include references to any such Law as it may, after the Effective Date, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;
9. The terms defined in this agreement shall be given the same meaning as provided herein. However, the terms not defined shall carry the dictionary or meaning in common parlance giving effect to the commercial intention of the Parties.
10. Reference to the word “include” or “including” shall be construed without limitation;
11. The Schedules/ Annexure hereto shall constitute an integral part of this Agreement;
12. Terms defined in this agreement shall include their correlative terms;
13. Time is of the essence in the performance of the Parties’ respective obligations. If any time period specified herein is extended, such extended time shall also be of essence;
14. References to the knowledge, information, belief or awareness of any Person shall be deemed to include the knowledge, information, belief or awareness of such Person after examining all information which would be expected or required from a Person of ordinary prudence;
15. The Parties acknowledge that they have read and understood the terms of this Agreement and have participated equally in the negotiation and drafting. No provisions of this Agreement shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof;
16. All references to this Agreement or any other Transaction Document shall be deemed to include any amendments or modifications to this Agreement or the relevant Transaction Document, as the case may be, from time to time;
17. Reference to days, months and years are to calendar days, calendar months and calendar years, respectively, unless defined otherwise or inconsistent with the context or meaning thereof; and
18. Any word or phrase defined in the recitals or in the body of this Agreement as opposed to being defined Schedule shall have the meaning so assigned to it, unless the contrary is expressly stated or the contrary clearly appears from the context.