Terms
CENOA
Terms and Conditions
Last revised on 19th January, 2023
IMPORTANT NOTICE: THIS TERMS CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND US. THIS TERMS IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 10. PLEASE READ THE TERMS CAREFULLY.
1. INTRODUCTION
1.1. These Terms and Conditions ("Terms") are entered into between you ("User", "you" or "your") and Cenoa Pte. Ltd. ("Cenoa", "we", "us" or "our"), and where applicable third party Operators (as defined below).
1.2. It is your responsibility to read these Terms together with the provisions set forth in our Privacy Policy carefully before using this Site or Services (as defined below). By accessing, registering, downloading, using, clicking on information pertaining to the Services, tools and information made available through this Site in any capacity, you agree that you have read, understood, accepted and agree to be bound by these Terms as well as our Privacy Policy when using this Site. If you do not agree to these Terms and our Privacy Policy, you should immediately stop using this Site and the Services. In addition, when using some Services, you may also be using the products or services of one or more third parties and you may be subject to specific additional terms and conditions applicable to those features and services provided by Third Party Service Providers and Operators, and you agree to be bound by the additional terms and conditions with such providers and where applicable Third Party Service Providers and third party Operators. You represent to us that you are lawfully able to enter into contracts. If you are entering into this Terms for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
1.3. We reserve the right to modify or amend these Terms, the Site, any Content (as defined below) or Services on the Site, from time to time, or discontinue any Services, including for security, legal, business related or regulatory reasons, or to reflect updates or changes to the functionality of the Site or Services. For further clarification, we reserve the right to modify or amend these without any reason. You are advised to check these Terms periodically to ensure that you are aware of and are complying with the terms of the then existing current versions. Changes are binding on all Users of the Site and Services and will take effect immediately from the posting of the revised documentation on the Site. You agree to be bound by such variation and your continued use of the Site, Services, tools or information made available shall constitute your acceptance of such variation. We will use commercially reasonable efforts to communicate to you any material change or discontinuation of a Service through the Site or public communication channels.
1.4. We will indicate on our Site, by email or other electronic notice that the Terms have changed. You accept that by doing so, we have provided you with sufficient notice of such change.
1.5. You must seek and we assume that you have seek professional advice regarding any tax and legal requirements with which you must comply in relation to you being a user of this Site, our tools and Services. We assume that you have carefully reviewed whether trading or holding Digital Assets is suitable for you.
1.6. Please note that Cenoa is not registered with financial or banking authorities and does not offer securities or monetary services. You acknowledge that Digital Assets are not subject to protections or insurance provided by regulatory authorities.
1.7. There are substantial risks with using blockchain technology, wallets, and Digital Assets. You acknowledge that you understand and consider such risks.
2. DEFINITIONS
2.1. "Applicable Laws" means any acts, statutes, regulations, ordinance, treaties, guidelines, policies issued by any governmental organizations, intergovernmental organizations or regulatory bodies, applicable to us or you.
2.2. "Cenoa Account" means a virtual account which is opened with Cenoa by Users to utilize the Services and to record basic user information, subject to terms provided herein. Cenoa Accounts serve as the basis for Users to enjoy and exercise any transactions and Services on the Site. The Cenoa Account is not a bank account, deposit account, savings account, or any other type of asset account and should not be characterized as a banking or financial product or service.
2.3. "Content" means all contents of Site, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, and requirement, product, services, advertising material, software, code as well as any data, files, archives, folders or downloads available on Site.
2.4. "Digital Assets" means Stablecoins and other crypto assets and/or cryptographic tokens which are digital representations of value based on (or built on top of) a cryptographic protocol of a computer network, which are available to trade or custody by Cenoa Account.
2.5. "Fiat" or "Fiat Currency" means government issued currency that is designated as legal tender in its country of issuance through government decree, regulation, or law.
2.6. "Operators" means Initial Digital Asset Provider, Smart Contract Provider and other third party providers that can provide individual services or tools which can be reached through the Site, or any additional Operator due to the expansion of the provision of new Services, including but not limited to their legal persons, unincorporated organizations and teams that provide the Services and are responsible for such services. For convenience, unless otherwise stated, references to "Cenoa" and "we" in these Terms specifically mean Cenoa.
2.7. "Prohibited Jurisdictions" means the United States of America, Canada, Australia, Libya, Morocco, Bolivia, Cuba, Iran, North Korea, the People’s Republic of China, South Sudan, Sudan (North), Syria, the Crimea, any jurisdiction subject to United Nations sanctions or embargoes or any of their respective states, provinces, territories and possessions.
2.8. "Services" refer to various services provided to you by Cenoa, its third party service providers or Operators that are based on internet and/or blockchain technologies and offered via the Site and other forms (including new ones enabled by future technological development).
2.9. "Site" means the website, any mobile application and any other official Cenoa channels made available for access to use the Services and being subject to revision periodically.
2.10. "Smart Contract Provider" means a smart contract provider who has issued and published the smart contract which allows for Users to provide Digital Assets and obtain yields as further defined under such smart contract.
2.11. "Stablecoins" means (only for informative purposes and subject to their own definitions and terms) coins that are issued and are declared as backed (pegged) against deposited or reserved Fiat Currency or similar products which aims to maintain a price equivalent rate of 1:1. Stablecoins include Tether ("USDT"), USD Coin (“USDC”) or other similar Digital Assets accepted by Cenoa. Please note that USDC or USDT IS NOT LEGAL TENDER. Stablecoins will be subject to their own terms.
2.12. "Third Party Service Provider" means a third party who providesprovide services related to the Services or in connection to or tools related to those services who is not Cenoa.
2.13. "Wallet" means digital non-custodial (or self-custodial, or unhosted) wallet provided by Cenoa for storing Digital Assets and conduct several transactions with (such as tracking, transferring, and managing) such Digital Assets as allowed under the Site and related wallet software.
2.14. “Initial Digital Asset Provider" means a provider of Digital Assets to the smart contract which is intended to be distributed as yields to the Users.
2.15. “Site” means the Site, any mobile application and any other official Cenoa channels made available for access to use the Services and being subject to revision periodically.
2.16. “Smart Contract Terms” means the terms and conditions of the Smart Contract published by Smart Contract Provider on a decentralized blockchain network, which are coded and can be reviewed through the code.
2.17. “Smart Contract” means a self-executing computer code published by Smart Contract Provider on a decentralized blockchain network which enables you to provide your Digital Assets in a portfolio of potentially yield providing product or service through pre-programmed and automatically executed strategies, which you can and shall review.
3. REGULATION AND RISK
3.1. Your Cenoa Account is not a bank account, deposit account, savings account or any other type of asset account and should not be treated or characterized as a banking product or service. Cenoa Account does not facilitate the storage or sending of fiat currencies and Cenoa is not authorized to conduct regulated activities by any regulator anywhere in the world. The digital assets that you manage through the Cenoa are not covered or underwritten by any regulatory guarantees or compensation schemes.
3.2. We do not give any advice, warranty, guarantee or representation about the visibility of Cenoa or the Services and if you are unsure as to whether Cenoa is suitable or appropriate to you, you should ask an advisor to give you independent expert advice. We set out below some of the risks of using the Services, for informative purposes, but it is not a definitive list. Whilst we might seek to mitigate these risks, we are not responsible for any loss to you if they materialize. By accessing or using the Services, you expressly acknowledge and assume the risks as follows:
· Cenoa does not provide any legal, tax or financial advice and you are strongly advised to obtain legal, tax and financial advice before using Services. Cenoa is not your bank, broker, intermediary, agent, or legal advisor and there is no fiduciary relationship or obligation to you in connection with any trades or decisions or activities affected by you using the Services.
· No communication or information provided to you by Cenoa is intended as or shall be considered or construed as investment advice, financial advice, trading advice, legal advice, or any other sort of advice. Unless otherwise specified in these Terms, all transactions and acts are executed automatically based on the parameters of your instructions and acts or through smart contracts and in accordance with execution procedures provided under the relates smart contracts, and you shall be solely responsible for determining whether any service, saving, yield, investment, strategy or related transaction is appropriate for you according to your objectives, financial circumstances and risk tolerance. You shall be solely responsible for any loss or liability therefrom.
· Before utilizing any service or making any investment decisions, you should conduct your own due diligence. Cenoa shall not be liable for the decisions you make to access or use the Services.
· The regulatory framework on Digital Assets and the Services is still developing and future regulatory changes may require us to make changes which could have an impact on our ability to provide the Services in the future. By using the Services or Site you provide that you are eligible to use the Services and Site.
3.3. Cenoa utilizes Third Party Service Providers to perform or to assist us in providing the Services. You agree and understand that Cenoa will not be liable to you for any loss or damage, of any sort incurred as the result of such dealings. You understand that your use of Third Party Service Providers and your interactions with such third parties is at your own risk.
3.4. You acknowledge that we cannot guarantee, nor are we in any way responsible for, the acts or omissions of third parties including without limitation any Third Party Service Provider, Operator, or for the performance of their products or services that may relate or otherwise be relevant to the Services. Such products and services are made available (directly or indirectly) by such third parties, and we do not make any express or implied warranties or conditions, including quality, merchantability, fitness for a particular purpose, title and non-infringement. You expressly agree that we shall not be held liable for, and you assume the risk of any matters arising out of or relating to the actions and omissions of such third parties or their products and services.
3.5. Our Services rely on smart contracts, blockchain, Digital Assets, services provided by third parties including Operators and Third Party Service Providers and emerging technologies. By using the Services, you explicitly acknowledge and accept these heightened risks. You represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems and that you have a working knowledge of the usage and intricacies of Smart Contracts, Digital Assets and other digital tokens and software.
3.6. You control your own Wallet and private keys, and we do not operate blockchain protocols, communicate or execute protocol upgrades, or approve or process blockchain transactions on behalf of you.
3.7. You further understand that blockchain protocols, Digital Assets, Smart Contracts and related software and their use present their own risks of use, including market volatility risk, technical software risks, regulatory risks, and cybersecurity risks. You understand that the cost and speed of a blockchain-based system is variable, that cost may increase dramatically at any time.
3.8. You understand that this is a new technology, and that underlying protocols, smart contracts and systems may inadvertently contain bugs or security vulnerabilities that may result in significant loss.
4. CENOA ACCOUNT
4.1. In order to benefit from Services, you will first need to register for a Cenoa account. All Users shall apply for a Cenoa Account on our Site before accessing or using the Services. When you register for a Cenoa Account, you agree to provide complete and accurate information and documentation which includes your email address, mobile phone number; and confirm your acceptance of these Terms, the Privacy Policy, and other rules and agreements as published from time to time on Site. You also agree to periodically update your information provided to Cenoa to maintain the integrity and accuracy of your information. However, at our sole discretion and without liability to you, Cenoa may refuse to open a Cenoa Account if your information has been deemed outdated, incomplete or incorrect. Cenoa may require additional criteria or procedures for Users to apply for a Cenoa Account, such as application through a Third Party Service Provider.
4.2. By applying for a Cenoa Account, you represent and warrant that:
· You are at least 18 years old, have full legal capacity and sufficient authorization to enter into these Terms;
· You are not a citizen or resident from the Prohibited Jurisdictions, and you do not have any relevant connection with any jurisdictions where we have prohibited our services and access to our Site or Services, or where it is illegal to use the Site or Services;
· You have not been previously suspended or forbidden from using the Services; and
· Your access or use of the Services shall not violate any Applicable Laws or regulations
4.3. Please note that some products and services may not be available in certain jurisdictions or regions or to certain users. Cenoa reserves the right to change, modify or impose additional restrictions at its discretion at any time on a specific category of Users.
4.4. You should be solely responsible for safe keeping of your Cenoa Account and password and be responsible for all the transactions under your Cenoa Account. Cenoa assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the Site, and online agreement renewal. You are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party and we are not responsible for unauthorized access to your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated by third parties. You acknowledge that unauthorized modification of software (such as iOS or Android) such as jailbreak can pass security features and cause numerous issues and security vulnerabilities; hackers may steal your personal information including your passwords, damage your device, attack your network, or introduce malware, spyware, or viruses.
4.5. By creating a Cenoa Account, you hereby agree that: (i) you will notify Cenoa immediately if you are aware of any unauthorized use of your Cenoa Account and password or any other violation of security rules; (ii) you will strictly abide by all mechanisms or procedures of Cenoa regarding security, authentication, trading, charging, and withdrawal; and (iii) you will take appropriate steps to log out from Cenoa at the end of each visit.
4.6. To the extentd applicable under the non-custodial structure, Cenoa may suspend, restrict, or terminate your access to any or all of the Services, deposit or withdrawal of funds, and/or deactivate or cancel your Cenoa Account(s), with immediate effect for any reason at its sole discretion and is under no obligation to disclose the details of its decision to take such action with you.
5. SERVICES
5.1. Upon successful completion of the registration for your Cenoa Account, you may use the Services in accordance with the provisions of these Terms. Cenoa has the right to:
· Provide, modify or terminate, in its discretion, any of the Services based on its development plan; and
· Allow or prohibit some Users’ use of any or all of the Services in accordance with relevant platform rules.
5.2. In order to benefit from Services, you will first need to deposit your Digital Assets into a Cenoa Account or buy Stablecoins from Cenoa’s partners, who are Third Party Service Provider financial bridge partners. These partners will enable you to buy, sell and convert Stablecoins. If a Third Party Service Provider financial bridge partner does not enable you to buy Stablecoins that Cenoa’s Wallet accepts but issues its own token instead, the conversion of this token to a Stablecoin will be executed through a smart contract. The rates applicable for conversion or formulas for conversion may be different from the market rates of the related Stablecoins and you should review the rates and formulas accordingly.
5.3. When you transfer Digital Assets, including Stablecoins, to Cenoa, they will be held in your Wallet in accordance with these Terms. If you designate Digital Assets in your Wallet for yield generation by clicking “Invest/Earn/Deposit”, your Digital Assets, together with other Cenoa users’ Digital Assets, will become part of the yield protocols on the blockchain. This means that you will provide and lock the Digital Assets to a diversified pool of decentralized finance protocols in accordance with Smart Contract Terms. In return, the Smart Contract will distribute yield in in accordance with the Smart Contract Terms.
5.4. Once you designate Digital Assets in your Wallet for yield generation by clicking “Invest/Earn/Deposit”, your Digital Assets will be transferred to the Smart Contract published by Smart Contract Provider. Cenoa will have no control over or intervention to the Smart Contract or your Digital Assets once it is published in the public blockchain. Therefore, the Smart Contract will be run in accordance with the Smart Contract Terms.
5.5. The Site and Services may provide access to or link to third-party services, Third Party Service Providers, Smart Contracts and other apps and sites. The Services enable you to access this by enabling a frontend software link within the Site, by depositing Digital Assets or otherwise. When accessing third parties, Third Party Software Providers or Operator services, or Smart Contracts you understand that you are at no time transferring your assets to us. We provide access to these third party tools, services and smart contracts only as a convenience, do not warrant or are not responsible for the availability or legitimacy of, the content, products, assets, or services on or accessible from those; and there can be high risks of illiquidity, devaluation, lockup, or loss.
5.6. In some instances, applicable for certain yield generation models, an Initial Digital Asset Provider will deposit a certain amount of Digital Assets to the Smart Contract to act as the safeguard of the certain amount yield which will accrue from your lending in accordance with the Smart Contract Terms.
5.7. We reserve the right to limit the availability of the Site, Wallet or Services to any person, geographic area or jurisdiction we so desire and/or terminate your access to and use of the Site, at any time and in our sole discretion. We may, at our sole discretion, impose limits or restrictions on the use you make of the Site. Further, for commercial, security, technical, maintenance, business, legal or regulatory reasons, or due to any breach of these Terms or any of the terms of our Third Party Service Providers, or due to our own discretion, we may withdraw the Site or your access to the Site at any time and without notice to you.
5.8. Our fees, commissions, benefits and yield rates are as published on the Site and/or Smart Contract and to the extentd applicable may be revised at any time at the sole discretion of Cenoa. We will notify you of changes to these rates by email or via the Site. You will be treated as accepting any change to the rate of yield unless you inform us you do not agree to the change, in which case you can withdraw your Digital Assets from Cenoa. Yield rates are paid in Digital Assets. Any change in the value of Digital Assets provided to the Smart Contract or Cenoa Wallet is at your risk.
5.9. Subject to these Terms and Smart Contract, you have the right to demand complete or partial withdrawal of any Digital Assets at any time through a complete or partial withdrawal from the Smart Contract to your Wallet. Such withdrawals will terminate in whole or in part your connection to the Smart Contract and the yield accrued so far on such withdrawn Digital Assets will be calculated in accordance with the Smart Contract Terms. Smart Contract is intended to transfer an amount equal to the withdrawn lent Digital Assets to your Wallet as well as any yield accrued so far in accordance with the Smart Contract Terms, if any.
5.10. Cenoa does not control the underlying software protocols which govern the operation of Digital Assets. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Cenoa, any Operators or Third Party Service Providers do not assume responsibility for the operation of the underlying protocols and do not guarantee the functionality or security of network operations. At any time, the underlying protocols may materially affect the availability, value, functionality, of the Digital Assets. Similarly, the Smart Contract is published by the Smart Contract Provider. You should review, understand and consult with professional technical advisors to understands the functions of such underlying smart contracts and software. You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that we, the Operators or Third Party Service Providers are not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules.
5.11. To the extent possible, we may limit API access at any time.
6. CENOA WALLET
6.1. Your Wallet is a fully non-custodial wallet that gives you total control of your Digital Assets. You expressly acknowledge and agree that use of the Wallet (including any private key storage service offered as part of the Services) and Digital Assets held in Wallet is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. Use of any private key storage service included as part of the services is offered to you as a convenience, subject to the limitations in this Terms. You are solely in control of and responsible for storing and securing your private key and recovery phrase for the Wallet. Cenoa does not store a backup of, and will not be able to recover, your private key or recovery phrase. If you lose your private key or recovery phrase, then you will lose access to all Digital Assets you have stored in your Wallet. Do not lose your private key and recovery phrase. You should always backup your Wallet private access key via secondary means.
6.2. YOU AGREE TO HOLD CENOA AND ITS AFFILIATES HARMLESS FOR ANY LOSSES ARISING FROM YOU LOSING YOUR PRIVATE KEY OR RECOVERY PHRASE. YOU AGREE THAT CENOA AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY WAY IF YOU LOSE YOUR PRIVATE KEYS OR RECOVERY PHRASE AND CANNOT ACCESS YOUR WALLET AND/OR DIGITAL ASSETS.
6.3. Your Wallet is intended solely for proper use of supported Digital Assets as designated on the Cenoa Site. Under no circumstances should you attempt to use your Wallet to store, send, request, or receive any assets other than supported Digital Assets. Cenoa assumes no responsibility in connection with any attempt to use your Wallet with Digital Assets that we do not support. You acknowledge and agree that Cenoa is not liable for any unsupported Digital Asset that is sent to a Wallet. Cenoa may in its sole discretion terminate support for any particular Digital Asset.
6.4. Cenoa will not provide any fraud management methods such as blacklisting due to the non-custodial nature of the Wallet. However, Cenoa, as a legal entity is required to follow legal and regulatory laws, decisions and requests and accordingly will comply with all legal and duly submitted requests, to the best of its abilities.
6.5. The title to the Digital Assets held in your Wallet shall at all times remain with you and shall not transfer to Cenoa. You hereby represent and warrant to us at all times during which you maintain a balance in your Wallet that any Digital Assets that you transferred into your Wallet is owned by you at the time of transfer. You may not be able cancel, reverse, or change any transaction on blockchain.
6.6. Cenoa may decide on deposit and withdrawal methods and Services. We incur no obligation whatsoever with regard to unsupported Digital Assets sent to a Wallet other transaction not allowed by Cenoa or related smart contract, Operator, or Third Party Service Provider.
6.7. You acknowledge and accept that we are not liable for any transaction fees, forks, technical changes or technical errors and we are not under any obligation to provide maintenance or support related to Digital Assets or related transactions. You further acknowledge and accept that we, or any Operators, or Third Party Service Providers do not have any responsibility to support new Digital Asset forks or operating changes for Digital Assets.
7. INDEMNIFICATION
7.1. You irrevocably undertake to fully indemnify and hold harmless each of the Cenoa, Operators, Cenoa’s Third Party Service Providers, and any other Cenoa entity and each of their affiliates, contractors, licensors and their respective shareholders, officers, directors, employees and agents and their respective successors, heirs and assigns, promptly upon demand at any time during your use of the Services, from and against any and all losses, claims, actions, proceedings, damages, demands, judgements, sums, liabilities, damages, costs, charges and expenses, including but not limited to, any reasonable attorney's fees, or penalties imposed by any regulatory authority, and reimbursements arising out of or related to the following situations:
· Your use of, or conduct in accordance with the Services;
· Your breach of or our enforcement of these Terms; and
· Your violations of any Applicable Laws, regulation, or rights of any third party during your use of the Services.
7.2. If you are obligated to indemnify any of Cenoa, the Operators, or their affiliates, contractors, licensors and their respective shareholders, officers, directors, employees, any agent, Third Party Service Providers and their respective successors, heirs and assigns, Cenoa shall have the right, in its sole discretion, to control any action or proceeding and to determine whether Cenoa wishes to proceed, or settle, and if so, on what terms or provisions.
8. LIABILITY
8.1. Notwithstanding any provisions in these Terms, in no event, shall either Party be liable to the other for any type of incidental, special, exemplary, punitive, indirect or consequential damages, including but not limited to lost revenue, lost profits, loss of your credential information (username and password), replacement goods, loss of technology, loss of data, or interruption of loss of use of service or equipment, even if such Party was advised of the possibility of such damages, and whether arising under a theory of contract, tort, strict liability or otherwise. Cenoa shall also have no liability for your emergency and unforeseeable incidents related to your use of the Services such as stolen passwords or hacked accounts. Neither we nor any of our agents shall be liable for (i) the management or performance of your Digital Assets (including any reduction in the value); and (ii) any taxes or duties payable in respect of your Digital Assets.
8.2. The Services are provided on an "as is" and "as available" basis without any representation or warranty, whether express, implied or statutory. Except as expressly provided in these Terms, to the maximum extent permitted by applicable law, Cenoa specifically disclaims all other representations or warranties, express or implied, made to you, your affiliates or any other person, including without limitation any warranties regarding the quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any service or any goods provided incidental to the Services under these Terms. Cenoa does not make any representations or warranties that access to the Site, any part of the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free. Cenoa does not guarantee that any order will be executed, accepted, recorded or remain open. Except for the express statements set forth in this Terms, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the Services and Site. Without limiting the foregoing, you hereby understand and agree that Cenoa will not be liable for any losses or damages arising out of or relating to: (i) any inaccuracy, defect or omission of digital asset price data, or any error, delay or interruption in the transmission of such data; (ii) viruses or other malicious software obtained by accessing our Sites, software, systems operated by us or on our behalf or any of the Services or Site; (iii) glitches, bugs, errors, or inaccuracies of any kind in our Sites, software, systems operated by us or on our behalf or any of the Services; or (iv) a suspension or other action taken with respect to your Cenoa Account.
8.3. Cenoa makes no representations or warranties regarding the amount of time needed to complete processing transactions which is dependent upon many factors outside of our control. The foregoing limitations of damages, liability and no warranty provisions set forth above in this section are fundamental elements of the basis of the bargain between Cenoa and you.
9. GENERAL PROVISIONS
9.1. These Terms constitute a legal and binding agreement between you and Cenoa. The binding obligations stipulated in these Terms are valid and enforceable.
9.2. Due to the rapid development of Digital Assets and Cenoa, these Terms between you and Cenoa do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, the Privacy Policy and all other agreements entered into separately between you and Cenoa are deemed supplementary terms that are an integral part of these Terms and shall have the same legal effect. Your ongoing use of the Services shall be deemed by us to be your acceptance of the above supplementary terms.
9.3. You acknowledge and confirm that you have read, understood and agreed to Cenoa’s Privacy Policy which sets out a summary of Cenoa’s guidelines regarding the collection and use of personally identifiable information for the purpose of making the Services available to you.
9.4. You will comply with the requirements of all Applicable Laws, these Terms and various guidelines of Cenoa and will not use the Site or its Content for any unlawful purpose.
9.5. You shall be responsible for obtaining the data network access necessary to use the Site. Your network's data and rates and fees may apply if you access or use the Site from a wireless-enabled device, and you shall be responsible for such rates and fees.
9.6. You shall be responsible for acquiring and updating compatible hardware or device necessary to access and use the Site and any updates thereto. In addition, the Site may be subject to malfunction, maintenance and delays inherent in the use of the Internet and electronic communications.
9.7. You shall not upload any images, graphics, photographs, videos or content that is deemed unlawful, offensive, malicious, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property.
9.8. You shall be responsible for keeping your credential information, including your username and password to your Cenoa Account secure.
9.9. You shall not abuse, harass, threaten, impersonate, or intimidate other Users of the Site.
9.10. You shall be solely responsible for your conduct and any content that you submit, post, and display on the Site.
9.11. You shall not modify, adapt or hack the Site or modify another Site so as to imply that it is associated with the Site falsely.
9.12. You shall not crawl, scrape, or otherwise cache any Content from the Site including but not limited to user profiles, images, graphics and photographs. You shall agree not to use any automated data collection methods, data mining, robots, or scraping or any data gathering methods of any kind on the Site.
9.13. You shall not create or submit unwanted comments or content to any Users of the Site.
9.14. You shall not transmit any malware, worms or viruses or any code of a destructive nature.
9.15. You shall not use the Site or any of its Contents for advertising or soliciting, for any other commercial, political or religious purpose, or to compete, either directly or indirectly with Cenoa.
9.16. If Cenoa has reasonable grounds to believe and determine that you have engaged in any use of the Site in breach of this Terms, Cenoa may address such breach through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any government, law enforcement, or other authority, without providing any notice to you about any such report; and/or suspending or terminating your access to the Services. Cenoa may, at its sole and absolute discretion, take any action it deems appropriate to comply with Applicable Laws or the laws of any other relevant jurisdiction.
9.17. You may, through hypertext or other computer links, gain access from the Site to Sites operated by persons other than us. A link to another Site does not mean that we endorse or approve the content on that Site or the operator of that Site. You are solely responsible for determining the extent to which you may use or rely upon any content at any other Sites which you have accessed from the Cenoa Site. We have no control over the content of these sites or resources and accept no reasonability for them or for any loss or damage that may arise from your use of them. We assume no responsibility for the use of, or inability to use, any third-party software or other materials on the Site and shall have no liability whatsoever to any person or entity for their use of, or inability to use, any such third-party content.
9.18. This Terms, the Privacy Policy and any documents incorporated by reference herein comprise the entire understanding and agreement between you and Cenoa as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Terms), between you and Cenoa. Section headings in this Terms are for convenience only and shall not govern the meaning or interpretation of any provision of this Terms.
9.19. Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. Contents may be published in a manner for easier understanding and marketing purposes and shall not be binding if it is in conflict with these Terms or Applicable Laws in any way and shall always be interpreted together with these Terms, Smart Contract and Smart Contract Terms. Information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.
9.20. We reserve the right to assign our rights without restriction, including without limitation to any Cenoa affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. In the event that Cenoa is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under this Terms. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, this Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
9.21. If any provision of this Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Terms shall not be affected.
9.22. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
9.23. The failure of one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party's violation of these Terms of any provisions of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.
9.24. Cenoa is an independent contractor for all purposes. Nothing in this Terms is intended to or shall operate to create a partnership or joint venture between you and Cenoa or authorize you to act as agent of Cenoa.
9.25. We may provide any notice to you under this Terms or related to the Services using commercially reasonable means, including posting a notice on the Site; sending a message to the email address then associated with your account; or using public communication channels. Notices we provide by posting on the Site or using public communication channels will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current to the extent you have an account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must contact us by [* *].
10. BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
10.1. Any dispute, claim or controversy relating in any way to this Terms, the Site, or your use of the Services will be resolved by binding arbitration as provided in this Section 10, rather than in court, except that you may assert claims in small claims court if your claims qualify.
10.2. YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY You agree that these Terms, their subject matter and their formation, and any non-contractual obligations arising out of or in connection with them and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Any dispute, claim or controversy relating in any way to this Terms, the Services, your use of the Services, or to any products or services licensed or distributed by us will be resolved by binding arbitration as provided in this clause. Prior to commencing any formal arbitration proceedings, parties shall first seek settlement of any claim by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause. If the dispute is not settled by mediation within 14 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed to be incorporated by reference into this clause. The language to be used in the mediation and in the arbitration shall be English. The seat or legal place of arbitration shall be London. The arbitrator will be either a retired judge or an attorney licensed to practice law in England and Wales. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the dispute or the relief sought in the request was frivolous or was brought for an improper purpose.
10.3. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.