Terms & Conditions
This Agreement is legally binding on any person or entity who uses the DEMARS Website, Services and/or Applications (hereinafter referred to as the “Customer”) from DEMARS SOLUTIONS LTD and shall be bound by the Terms & Conditions contained herein. Customers are urged to read these Terms & Conditions carefully.
DEMARS SOLUTIONS LTD
This refers to the private limited Company duly registered in terms of the laws of the Republic of Mauritius, with registration number C152279. The Company’s registered address is at the Mauritius Africa FinTech Hub, Fanfaron Quays, 13 Marine Road, Albion Docks, Port Louis, Mauritius which address shall serve as the Company’s domilium citandi et executandi.
DEMARS SOLUTIONS LTD shall hereinafter be referred to as “DEMARS”, the “Company”, “we”, “us”, “our” shall refer to the Company and any of its directors, officers, shareholders, agents, contractors, partners, employees, parent companies, subsidiaries, affiliates, representatives or successors.
Party or Parties
The Customer and the Company are herein referred to individually as a “Party” and collectively, as the “Parties”.
Refers to the digital cryptographic Digital Assets which may be held, exchanged or transacted with on the Stellar Network.
Refers to the unique 12-word or 24-word phrase which the Customer shall be provided with upon registration of the DEMARS Applications. This Phrase shall allow recovery of the Applications should the event arise which requires it. Should this Phrase be lost, the Customer will have no way to access their DEMARS App or any Digital Assets held therein.
Anchors are entities that people trust to hold their deposits and issue credits into the Stellar Network for those deposits. All transactions in the Stellar Network (except lumens) occur in the form of credit issued by anchors, so anchors act as a bridge between existing networks and how they account for assets and the Stellar Network. Most anchors are organizations like banks, saving institutions, farmers’ co-ops, central banks and remittance companies.
Shall refer to the blockchain-based distributed ledger network upon which the Company provides related services to. It is used to connect banks, financial institutions, payment systems and individuals to facilitate low-cost, cross-asset transfers of value. The native digital asset on the Stellar Network is known as lumens and is denoted by the symbol XLM.
Any software written by the company or any other Customers, to view and interact with the DEMARS Applications.
Refers to the DEMARS website which can be found at www.demars.io
Shall refer to the Terms & Conditions contained in this Agreement and any other binding regulations which the Company may be required to comply with.
Means the person or the entity which the Customer represents, who accesses or uses the DEMARS Website, Services and/or Applications and shall hereinafter be referred to as the “Customer”, “you”, “your”, “his”, “her”, “their” and “they”.
- Acceptance of the agreement
- 1.1. In accepting this Agreement, the Customer acknowledges that he/she has read and understood the Terms & Conditions contained herein.
- 1.2. The Customer expressly warrants that he/she is 18 years of age and over and has full legal capacity to accept the Terms & Conditions contained herein.
- 1.3. The Agreement shall be effective and binding on the Parties as soon as the Customer either:
- 1.3.1. confirms the terms on the Website to indicate that he/she have read, understand and agree to the terms of the Agreement, as well as any other client disclosure confirmations on the Website;
- 1.3.2. uses any of the services offered by DEMARS;
- 1.3.3. downloads the mobile Applications and registers as a Customer;
- 1.3.4. whichever of the above occurs first.
- Amendment of terms
- 2.1. DEMARS may amend these Terms & Conditions from time to time.
- 2.2. The Customer should visit the DEMARS website or check in the Applications regularly to ascertain whether there have been any updates to the Terms & Conditions accordingly.
- 2.3. DEMARS shall do its best to regularly notify Customers of any amendments to the Terms & Conditions which are likely to materially affect the Customers rights and obligations.
- 2.4. The continued access or use of the DEMARS Website, Services & Applications will constitute the Customers acceptance of the amended Terms & Conditions.
- 2.5. Should the Customer not accept the DEMARS Terms & Conditions, the Customer is to immediately refrain from using the Company’s Website, Services and/or Applications.
Customer Account Registration
- 3.1. Upon downloading the Applications, the Customer is required to register a Customer Account.
- 3.2. The Customer warrants that any information which is required to complete the registration, is truthful, accurate & does not violate any applicable law.
- 3.3. The Company will reserve the right to request that the Customer change or update his/her Customername and password in its sole discretion.
- 3.4. The Customer will at all times be responsible for maintaining the confidentiality of his/her Customer name and password, and accepts full and solely responsible for all activities that occur on his/her Customer Account.
- 3.5. The Customer undertakes to keep his/her details confidential and not allow a 3rd party to use his/her Account.
- 3.6. Should there be any confirmed or suspected unauthorized or suspicious use of the Customer Account, the Customer agrees to:
- 3.6.1. not to allow any third party to use his/her Customer Account, Customername or password at any time; and
- 3.6.2. to notify the Company promptly of any actual or suspected unauthorized use of your Account, Customername or password, or any other breach or suspected breach of these Terms and Conditions.
- 3.7. The Company shall reserve the right to terminate the Customers account, Customername and/or password should the Company reasonably believe that there has been any unauthorized use of the Customer account by the Customer or any third party.
KNOW YOUR CLIENT” (KYC) – Personal information
- 4.1. As part of the Company’s commitment to combating fraud and assisting in the prevention of money laundering and terrorist financing, it implements Know-Your-Customer (“KYC”) processes.
- 4.2. The Customer is required to provide certain personal details and documents when registering a Customer Account.
- 4.3. The Company reserves the right to, at any time restrict or suspend the Customers Account if, in its sole discretion, considers it necessary to carry out further identity verification or to terminate the Customers Account if the Customer provides, or is suspected of providing false information or refuse to provide information required or requested.
- 4.4. The Customer acknowledged that there may be delays in registering or accessing his/her DEMARS Applications or Customer account, or in performing transactions through the Customer Account, while identity verification is taking place.
- 4.5. The Customer agrees to immediately provide the Company with any or further information and documents which the Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules, internal policies or agreements, including without limitation judicial process.
- 4.6. These documents may include, but may not be limited to, passport or governmental identification documents, driver’s license, utility bills, sworn statements etc. (“KYC – Know Your Client documentation”).
THE DEMARS Applications
- 5.1. Once the Customer has successfully registered a Customer Account, the Customer will be granted access to the DEMARS Applications which will allow the Customer to deposit, send, receive and store Digital Assets on the underlying Stellar Network.
- 5.2. The Customer can deposit funds directly into his/her DEMARS Applications and undertakes to follow the instructions on the Website and/or Application on how to do this.
- 5.3. Funds which are transferred incorrectly (into the incorrect account, address, using the incorrect currency or any other reason whatsoever) cannot be guaranteed by the Company.
- 5.4. The Customer may receive Digital Assets into their DEMARS Applications by providing the sender with their account information within the DEMARS Applications.
- 5.5. The Customers Applications will only be credited with the Digital Assets once the sender has sent the Digital Assets.
- 5.6. The Customer undertakes that should he/she reasonably know or suspect that Digital Assets have been incorrectly credited to his/her DEMARS Applications, the Customer will immediately notify DEMARS of the error by contacting the Company.
- 5.7. The Customer accepts and agrees that he/she will have no claim whatsoever for any Digital Assets received in error and undertakes to immediately return them in accordance with the instructions received from the Company.
- 5.8. The Customer needs to use the allocated reference number when making any deposit into the Company’s appointed bank account to ensure timely and successful allocation of the deposit to the Customers DEMARS Applications.
- 5.9. The Company shall in no way be responsible for any delays caused due to an incorrect reference number being used and shall bear no liability whatsoever for any delays or failures in the allocation of funds to the Customers DEMARS Applications.
- 5.10. The Customer understands that he/she will have 30 (THIRTY) calendar days to notify the Company if funds have not been allocated to their account and accepts that the Company will not be responsible to deal with unallocated funds after this period.
- 5.11. The Company cannot confirm, cancel or reverse any transactions on the digital currency network as the network is responsible for verifying and confirming all transactions.
- 5.12. The providers and products available in the DEMARS Applications may vary on a country-to-country basis and are subject to availability in accordance with the providers and the Company’s partners.
- 5.13. The Customer understands that before using the DEMARS Applications, that he/she understands the risks involved in buying, selling and/or trading Digital Assets.
- 5.14. The Customer understands that digital currency markets may be volatile and the prices may fluctuate significantly, which could result in sudden and significant increases or decreases in the value of the Digital Assets.
- 5.15. The Customer accepts and agrees that he/she is solely responsible for any decision to buy, sell, trade or otherwise hold or deal with Digital Assets.
Purchase of digital assets
- 6.1. The Customer may purchase Digital Assets from Stellar Anchors within the DEMARS Applications.
- 6.2. Once the Customer has specified how many Digital Assets he/she will purchase, he/she will be redirected to the Anchor’s processor (depending on the method of payment) to complete the transaction and fully acknowledges, understands and agrees that:
- 6.2.1. He/she is solely responsible to ensure that the amounts are correct prior to the transaction being completed;
- 6.2.2. When directed to a third-party payment processor, that the Company, nor DEMARS has any control or influence over and does not represent or guarantee that the third-party payment processor’s actions.
- 6.3. Digital Assets may be tradable however they are in no way an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
- 6.4. The Customer understands that Digital Assets do not carry with them ownership rights, express or implied, of any form with respect to the Company or financial or legal rights other than the right to use the Digital Asset(s) as a means to enable usage of, and interaction with and within the Stellar Network.
- 6.5. The Customer understands that the Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulas, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon.
- 6.6. The Customer will have no right whatsoever to claim as a holder of Digital Assets to any intellectual property rights, functionality or equivalent rights or any other form of participation in or relating to the DEMARS Applications and/or anything in relation to the Company.
- 6.7. All purchases of Digital Assets are final and are non-refundable in any way other than trading with other Customers.
- 6.8. The Customer acknowledges that neither the Company nor any of its affiliates, directors or shareholders are required to provide a refund for any reason whatsoever.
- 7.1. DEMARS does not have any control over the Stellar Network or Lumens known as XLM or any other Digital Assets which are listed on Stellar.
Company representations & warranties
- 8.1. The Company is a Company duly organized, validly existing and in good standing under the laws of the Republic of the Mauritius, and has the power and authority to own, lease and operate its properties and carry on its business as conducted.
- 8.2. The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when Digital Assets are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company.
- 8.3. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or any other laws of general Applications relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
- 8.4. To the knowledge of the Company, it is not in violation of:
- 8.4.1. its current articles of incorporation or bylaws,
- 8.4.2. any material statute, rule or regulation applicable to the Company, or
- 8.4.3. (any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
- 8.5. To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not:
- 8.5.1. violate any material judgment, statute, rule or regulation applicable to the Company;
- 8.5.2. result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or
- 8.5.3. result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
- 8.6. No consents or approvals are required in connection with the performance of this instrument, other than:
- 8.6.1. the Company’s corporate approvals; and
- 8.6.2. any qualifications or filings under any applicable laws.
- 8.7. To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others.
- 8.8. At the date of drafting this Agreement, the Company warrants that DEMARS is not a proprietary trade name of the Company.
- 8.9. The Company does not make and expressly disclaims all representations and warranties, express, implied or statutory with respect to the the Agreement and the Digital Assets, and specifically does not represent or warrant and expressly disclaims any representation or warranty, express, implied or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, suitability or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent.
- 8.10. The Company does not make any representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the Digital Assets or their utility, or the ability of anyone to purchase or use the Digital Assets. Without limiting the foregoing, the Company does not represent or warrant that the Website and/or the process of distributing the Digital Assets or receiving the Digital Assets will be uninterrupted or error-free or that the Digital Assets are reliable and error free.
Customer representations and warranties
- 9.1. The Customer warrants that he/she is of sufficient age and has full capacity to enter into this Agreement under the applicable law.
- 9.2. Where the Customer acts on behalf of another company or legal entity, he/she has the necessary authority, capacity and power to enter into this Agreement and therefore shall bind such entity to the terms and conditions contained herein.
- 9.3. By purchasing Digital Assets, the Customer represents and warrants to the Company that:
- 9.3.1 The Customer has all requisite power and authority to enter, execute and deliver the Agreement, to use the DEMARS Applications to purchase Digital Assets and to carry out and perform his/her obligations under the Agreement.
- 9.3.2. Where the Customer is a legal entity, it has good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business, and full capacity to be bound by such Agreement.
- 9.3.3. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
- any provision of the Customers organizational documents, if applicable;
- any provision of any judgment or order to which the Customer is a party, by which he/she is bound, or to which any of the Customers material assets are subject to;
- any material agreement, obligation, duty or commitment to which the Customer is a party to or by which he/she/it is bound; or
- any laws, regulations or rules applicable to the Customer.
- 9.4. The execution and delivery of and performance under this Agreement does not require any approval or other action from any governmental authority or person other than the Customer.
- 9.5. There is no proceeding or investigation pending, or threatened by any governmental authority that would reasonably be expected by the Customer.
- 9.6. The Customer has sufficient knowledge and experience in financial matters and non-financial assets, including in companies in the development stage and acknowledges that it is able to fend for itself, and have a sufficient understanding of cryptographic Digital Assets and other digital assets, digital ledger technology/blockchain-based software systems and digital ledger – blockchain technology, to be able to bear and evaluate the risks and merits of the purchase of Digital Assets, including but not limited, to the matters set forth in the Agreement, and that the Customer is able to bear any and all risks thereof.
- 9.7. The Customer has confirmed that the risks involved in purchasing and holding Digital Assets (and in particular purchasing Digital Assets) have been carefully considered.
- 9.8. The Customer declares that the Funds used to transact with Digital Assets are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and that the Customer will not use Digital Assets to finance, engage in, or otherwise support any unlawful activities, and that all payments of Funds will be made only in the name of the Customer from a digital Applications or bank account not located in a excluded jurisdiction.
- 9.9. The Customer declares and confirms that he/she are not, and have not been involved in any type of activity associated with money laundering or terror financing, and any other applicable anti-corruption or anti bribery statute, nor was ever subject, to any investigation by, or has received a request for information from any governmental body relating to corruption or bribery under any statute.
- 9.9.1. The Customer authorises the Company, should it deem fit, to run any checks or enquiries with third party providers and waive any privacy or other right in connection therewith and acknowledge that any breach of this representation by the Customer will entitle the Company to terminate this Agreement with immediate effect including, without limitation and in addition to any other action the Company may take, the restriction of access to the Software and/or Platform.
- 9.10. The Customer undertakes to promptly respond and fully collaborate with all requests made by the Company in connection with its, or third parties, “Know Your Client” and anti-money laundering policies.
- 9.11. The Customer confirms that he/she is aware and understands the uncertain nature of Digital Assets, and that the Company is not regulated by any central bank nor other government authority, unless specific legislation is in place providing clarity thereon.
- 9.12. The Customer warrants that he/she is not a foreign or domestic politically exposed person.
- 9.13. The Customer warrants that he/she understands Technology changes rapidly, so the Digital Assets and any Digital Assets transferable on the DEMARS Applications may become outdated.
- 9.14. The Customer is fully aware and acknowledges that Digital Assets do not represent or constitute:
- 9.14.1. Any right to ownership, stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment which would carry any equivalent rights;
- 9.14.2. Any right to receive future revenues, shares or any other form of participation or governance right which relates to the Company or the Stellar Network; and
- 9.14.3. Any form of money or legal tender whatsoever in any jurisdiction; and
- 9.14.4. The Digital Assets do not represent money (including electronic money).
- 9.15. The Customer undertakes to ensure that he/she is solely liable for any taxation payable, including interest and penalties, on the transfer of the Digital Assets, if applicable.
- 9.16. The Customer confirms that there may be additional risks in connection with the transactions envisioned herein that are not currently known or that are currently deemed immaterial.
- 10.1. The purchase of Digital Assets may be accessed by using the DEMARS Applications with a combination of the Customers digital Applications information (address), private key and password. The private key is encrypted with a password.
- 10.2. The Customer shall provide an accurate Applications address to the Company for receipt of any Digital Assets distributed to him/her pursuant to this Agreement.
- 10.3. The Customer must ensure to write down the Recovery Phrase and store it safely, and acknowledges that should this be lost it may result in the Customer permanently losing access to their DEMARS Applications and the Digital Assets therein.
- 10.4. The Customer shall at all times be the only person who has total control over their individual private key, Applications, any other Customername, passwords or other login or identifying credentials.
- 10.5. The Customer is obligated to implement reasonable and appropriate measures to secure access on any devices utilized in connection with your purchase of Digital Assets. If the Customer transfers the private key and Applications to any third party he/she does so at their own risk.
- 10.6. In the event that the Customer is no longer in possession of the private keys or any device associated with the purchase of Digital Assets and/or if he/she are unable to provide login or identifying credentials to the Company and/or if the private key file or password respectively was lost or stolen, the Customer may lose all of the Digital Assets and/or the access to his/her Applications.
- 10.7. The Company is under no obligation whatsoever to recover any Digital Assets and the Customer understands and agrees that all purchases of Digital Assets are non-refundable and therefore will not be entitled to receive any money or any other compensation for any Digital Assets purchased and/or lost for whatever reason.
- 10.8. Failure to use the Website or Applications correctly and/or to follow the Company’s procedures may result in the Customer not receiving any Digital Assets or losing some or all of the amounts paid in exchange for the Digital Assets, regardless of the purchase date.
- 11.1. The Customer expressly acknowledges, understands and agrees that his/her use of the DEMARS Applications, this Agreement and the purchase of Digital Assets are all carried out at his/her sole risk and that all of the aforementioned are each provided, used and acquired on an “as is” and on an “as available” basis without representations, warranties, promises or guarantees whatsoever of any kind by the Company and the Customer shall rely on his/her own examination and investigation thereof.
- 11.2. There are no guarantees as to the price and value (both current and future) of the Digital Assets purchased by the Customer and no guarantees that the price will be equal to or higher in the subsequent periods from the date of purchase of the Digital Assets.
- 11.3. There is the possible risk that the price of Digital Assets in subsequent periods may fall below the price paid initially upon purchase.
- 11.4. Digital Assets and the Customers Private Key may be subject to expropriation, theft or other loss.
- 11.4.1. Hackers or other malicious groups or organizations may attempt to interfere with the DEMARS Applications, this Agreement or the Digital Assets in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.
- 11.4.2. The Customer acknowledges that should any expropriation, theft, loss, interference or any other loss occur due to hacking or malicious attacks, the Company shall in no way be held liable for any loss of the Customers Digital Assets.
- 11.5. The Customer acknowledges that he/she may be unable to sell or otherwise transact in Digital Assets at any time, or to trade for the price that was initially paid.
- 11.5.1. By using the DEMARS Applications or by purchasing Digital Assets, the Customer acknowledges, understands and agrees that Digital Assets may have no value and/or there is no guarantee or representation of liquidity for the Digital Assets and/or the Company is not and shall not be held responsible for or liable for the market value of Digital Assets, the transferability and/or liquidity of the Digital Assets or the availability of any market for Digital Assets through third parties or otherwise.
- 11.6. The Customer understands that the development of the DEMARS Applications and/or business may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel, and therefore any ongoing success in the Applications and technology relies solely on the interest and participation of third parties.
- 11.7. The Company does not provide any investment or financial advice with regards to the purchase of the Digital Assets.
- 11.8. The Customer understands and accepts that there is the risk of losing access to Digital Assets due to loss private key(s), custodial errors or purchasing errors:
- 11.8.1. A private key(s) is necessary to control and dispose of Digital Assets stored in the Customers digital Applications.
- 11.8.2. Accordingly, loss of requisite private key(s) associated with the Customers digital Applications storing Digital Assets will result in loss of such Digital Assets.
- 11.8.3. Moreover, should any third-party gain access to such private key(s), including by gaining access to login credentials of a hosted Application, the third-party may be able to misappropriate the Digital Assets.
- 11.8.4. Any errors or malfunctions caused by or otherwise related to the digital Applications, including the Customers failure to properly maintain or use the digital Applications, may result in the loss of the Digital Assets.
- 11.8.5. The Customers failure to follow the procedures set forth for buying, selling and receiving of Digital Assets, including for instance, if the Customer provides the wrong account for the receiving of Digital Assets or provides an account which is not compatible, this too may result in the loss of the Customers Digital Assets.
- 11.9. The risks associated with the Network:
- 11.9.1. The Stellar Network is based on a Protocol, discussed in detail in the Stellar Whitepaper. Any malfunction, breakdown or abandonment of the protocol may have a materially adverse effect on the platform or/and the Digital Assets.
- 11.9.2. The Customer understands that cryptography is a rapidly changing field and technical advances may eventually render the Stellar Network ineffective or outdated at some point.
- 11.10. The risk of security weaknesses and hacking:
- 11.10.1. The Stellar Network is based on open-source software and therefore there is always a risk that a third party may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform which may have a negative effect on Digital Assets, Platform & their functionality.
- 11.10.2. Hackers and/or other malicious organizations, groups or individuals may attempt to interfere with the Stellar Network or the Digital Assets in a variety of ways and the Customer undertakes that he/she/it fully understands this risk.
- 11.11. Both Parties are aware that there are market related risks for the Digital Assets:
- 11.11.1. Should trading occur on a third-party exchange, the Customer is to be aware that these may be susceptible to fraud or manipulation.
- 11.11.2. The Customer is aware that these third-party exchanges may have attributed an external exchange value to all Digital Assets, which may be volatile.
- 11.12. Uninsured losses:
- 11.12.1. The Customer is aware that Digital Assets are uninsured and therefore in the event of a loss or loss of utility, there will be no public insurance or private insurance company which will offer him/her recourse.
- 11.12.2. The Customer may choose (if possible) to obtain private insurance for the Digital Assets, but understands that no such insurance shall be taken by the Company to protect the Customer should he/she suffer losses of any form.
- 11.13. Risk of Competing Platforms:
- 11.13.1. The Customer is aware that alternative platforms may be established which utilize the same open source code, functionality and protocol which underlie the Stellar Network and in turn the DEMARS Applications..
- 11.14. Risks arising from lack of governance rules:
- 11.14.1. The Customer needs to be aware that all decisions regarding the Company’s products or services will be made by the Company in its sole discretion.
- 11.14.2. Any decisions by the Company may adversely affect the DEMARS Applications and technology and the utility of the Digital Assets which the Customer owns.
- 11.15. Unanticipated risks:
- 11.15.1. The Customer is aware that cryptographic Digital Assets are a new and largely untested technology and therefore there may be other risks associated with the purchase, use and possession of the Digital Assets, some of which we may be unable to anticipate.
- Intellectual property
- 12.1. The Company retains all rights, title and interest in and to all of our intellectual property, whether or not it is possible to patent, copyright or protect any trademarks, copyrights or patents based thereon.
- 12.2. The Company’s intellectual property may not be used for any reason whatsoever, except with the Company’s express prior written consent.
- 12.3. Without limiting the above, the Company retains all the Intellectual Property Rights over any and all technical information relating to the DEMARS Applications and its Digital Assets.
- 12.4. This Agreement does not confer any right or interest upon the Customer to the Company’s intellectual property beyond the limited right to a perpetual, non-exclusive, transferable, revocable license to access and use the DEMARS Applications, Digital Assets and the technology.
Limitation of liability
- 13.1. To the fullest extent permitted by the applicable law, the Customer disclaims and holds harmless the Company against any cause of action in any jurisdiction that would give rise to any damages whatsoever, and the Company shall not be liable to the Customer for any type of damages, even if and notwithstanding the extent the Company had been advised of the possibility of such damages.
- 13.2. The Customer agrees not to seek any refund, compensation or reimbursement from the Company, regardless of the reason, and regardless of whether the reason is identified in the Agreement.
- 13.3. Without derogating from the above, under no circumstances will the aggregate joint liability of the Company, whether in contract, warrant, tort or other theory, for damages to the Customer under the Agreement exceed the amount actually received by the Company from the Customer.
- 13.4. The Customer understands and agrees that the Company shall not be liable and waves any and all liability to the Customer in connection with any force majeure event, including but not limited to:
- Unavoidable Casualty
- Labour disputes or other industrial disturbances
- Electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses,
- Earthquakes, storms, or other nature-related events,
- Embargoes, riots, acts or orders of government
- Acts of terrorism or war,
- Technological change,
- Changes in interest rates or other monetary conditions, and
- for the avoidance of doubt, changes to any blockchain-related protocol.
- 13.4.1. The Company will not be liable for any unforeseen event that renders performance commercially implausible.
- 13.4.2. If an event of force majeure occurs, the party injured by the others inability to perform may elect to suspend the terms contained herein, in whole or part, for the duration of the force majeure circumstances.
- 13.4.3. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of majeure on the injured party.
- 13.5. To the fullest extent permitted by any applicable law, the Customer releases the Company from any and all responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of any third parties.
- 14.1. To the fullest extent permitted by applicable law, the Customer will indemnify, defend and hold harmless and reimburse the Company from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by the Company arising from or relating to the Customer and/or anyone on his/her/its behalf:
- 14.1.1. use of the Applications and/or purchase of Digital Assets;
- 14.1.2. responsibilities or obligations under the Agreement;
- 14.1.3. any breach of or violation of the Website, the Applications, or the Agreement;
- 14.1.4. inaccuracy in any representation or warranty;
- 14.1.5. violation by the Customer of any rights of any other person or entity; and/or
- 14.1.6. act or omission that is negligent, unlawful or constitutes wilful misconduct. Without derogating from any other indemnities available to the Company under applicable law, the Company reserves the right to exercise sole control over the defence at the Customers expense for any and all claims.
- 14.1. To the fullest extent permitted by applicable law, the Customer will indemnify, defend and hold harmless and reimburse the Company from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by the Company arising from or relating to the Customer and/or anyone on his/her/its behalf:
- 15.1. The classification and applicable tax status of Digital Assets is uncertain in many jurisdictions.
- 15.2. The Customer acknowledges, understands and agrees that the purchase and receipt of Digital Assets may have tax obligations and/or consequences which the Customer will be solely responsible for and to ensure compliance with.
- 15.3. The Customer must seek his/her own tax advice in connection with purchasing the Digital Assets.
- 15.4. The Company will bear no liability or responsibility with respect to any of the Customers tax obligations and/or consequences.
General data protection regulation compliance
- 16.1. The Company takes data protection very seriously and therefore warrants to fully comply with the provisions of the General Data Protection Regulation framework if and when applicable.
- 17.1. Third party dealings:
- 17.1.1. The Company will not be responsible for any consequences resulting from the Customers use of any third-party integration or dealings.
- 17.2. Third party websites:
- 17.2.1. The Applications may contain links to advertisements, websites or services provided by third parties.
- 17.2.2. Any links referred to in clause 17.2.1 are not under the control of the Company in any way.
- 17.2.3. The Company will not be responsible for the content of any third-party advertisements, websites and services or any links contained in a third-party advertisements, Applications or service.
- 17.2.4. The Company does not review, approve, monitor or endorse, warrant or make any representations with respect to any third-party advertisements, websites and services.
- 17.1. Third party dealings:
- 18.1. The Company reserves the right to terminate this Agreement, in its sole discretion, in the event that the Customer is in breach hereof.
- 18.2. Upon termination of the Agreement all of the Customers rights under this Agreement shall immediately terminate and the Customer will not be entitled to continue use of the Company’s services.
- 18.3. The failure by the Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit the Company’s right to enforce such right or provision at a later time.
- 18.4. All waivers by the Company must be unequivocal and in writing to be effective.
- 18.5. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties.
- 18.6. Nothing in the Agreement and no action taken by the Parties pursuant to the Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose.
- 18.7. No Party has, pursuant to the Agreement, any authority or power to bind or to contract in the name of the other Party.
- 18.8. This Agreement does not create any third-party beneficiary rights in any person.
- 18.9. The Customer agrees and acknowledges that all agreements, notices, disclosures and other communications that the Company provides to the Customer pursuant to the Agreement or in connection with the services provided by the Company, including the Agreement, may be provided by the Company, in its sole discretion, to the Customer, in electronic form.
In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect as permitted by law.
- 20.1. This Agreement shall be governed by the laws of the Republic of Mauritius, in all respects, including as to validity, interpretation and effect, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the Applications of the laws of another jurisdiction.
- 20.2. The Customer may not assign this Agreement without the prior written consent of the Company.
- 20.2.1. Any assignment or transfer in violation of this clause will be voidable at the discretion of the Company.
- 20.2.2. The Company may assign the Agreement to an affiliate, in which case the Agreement and the rights and obligations of the Parties hereunder will be binding upon and inure to the benefit of the Company’s respective successors, assigns, heirs, executors, administrators and legal representatives.
- 20.3. The Agreement, including any exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by the Company regarding the Website, the Digital Assets, the Software or anything else pertaining to the Website, Applications and/or the Agreement.
- 20.4. If any provision of this Agreement is determined by a competent court to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be carried out as originally contemplated to the fullest extent possible.
- 20.5. The Company may alter and amend this Agreement at any time by posting a revised version on the Website and/or Applications.
- 20.6. The modified terms of this Agreement will become effective immediately upon posting on the Company’s website and/or Applications.
- 20.7. It is the Customers responsibility to check the Company’s Website and/or Applications regularly for any modifications to the Agreement.