Welcome to the GVRN.AI website and platform (accessible at
https://www.gvrn.ai/) (the “Platform”) and the suite of
features, services and applications made available thereon
(collectively, the “Services”), provided and operated
by CUSTOS BRIDGE PTE. LTD. (the “Company”, “we”, “our”
or “us”). These Terms of Service (the “Terms”) govern
your access to and use of the Company's Platform and Services and
constitute a legally binding agreement between (i) us and you, and/or
(ii) if you are representing an entity, the entity that you are
representing (hereinafter referred to as “you” or “your”).
By accessing and/or using the Platform and any of the Services, you
agree to be bound by these Terms and our Privacy Policy which
collectively represent the complete agreement between you and us in
respect of our Platform and Services and shall supersede any prior
agreements between us, whether written or oral.
THESE TERMS CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND
CLASS ACTION WAIVER IN THE SECTION TITLED “DISPUTE RESOLUTION.” THIS
AFFECTS YOUR RIGHTS WITH RESPECT TO ANY “DISPUTE” BETWEEN YOU AND THE
COMPANY AND MAY REQUIRE YOU TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL
ARBITRATION, AND NOT IN COURT. PLEASE READ THIS ENTIRE SET OF TERMS
CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO
ACCESS OR USE OUR PLATFORM OR ANY OF THE SERVICES.
-
Eligible Users.
By accessing and/or using the Platform and any of the Services, you
must be and hereby affirm that you:
-
are not prohibited or restricted from accessing the Platform or
using the Services available on the Platform by any laws or
regulations applicable to you;
-
are an adult of the legal age of majority in your country or state
of residence (whichever is higher). If you are under the legal age
of majority, you may not use the Platform; and
-
are not:
-
a citizen of, or located in or ordinarily resident in any of
the Restricted Jurisdictions (defined below); or
-
under the control or ownership of a person that is, subject to
sanctions or otherwise designated on any list of prohibited or
restricted parties, including but not limited to the lists
maintained by the United Nations Security Council, the BVI
government, the United Kingdom government, the U.S. Government
(e.g., the Specially Designated Nationals List and Foreign
Sanctions Evaders List of the U.S. Department of Treasury and
the Entity List of the U.S. Department of Commerce), the
European Union or its Member States, or other applicable
government authority.
-
Access and Use of the Platform.
-
The Platform enables you or other users of the Platform (each a
“User”) to perform the following activities through the
Platform:
-
Access and use a user interface dashboard to easily organise,
display and manage details regarding:
-
If you are a Founder, your corporate structures,
fundraising rounds, distributions of equity or tokens,
cryptocurrencies and other crypto or blockchain-based
digital assets (collectively, "Digital Assets") and
the documents and records relating thereto. Under these
Terms, a “Founder” refers to a person that
establishes, owns, starts or manages a project that uses
or runs on Web3 or decentralised technologies (such as
blockchain and smart contracts) (the “Project”) and
the corporate structures underlying the Project and access
and uses the Platform for the purposes of the Project; and
-
If you are an Investor, your financial commitments in
respect of fundraising rounds that you have participated
in, and allocations to equity or Digital Assets of such
fundraising rounds and the documents and records relating
thereto. Under these Terms, an “Investor” refers to
a person that participates in a fundraising round of
Project(s) and access and uses the Platform for the
purposes of viewing the Investor's participation in
fundraising rounds;
-
Initiate and manage the incorporation of legal entities;
-
Generate drafts, templates and documents for fundraising
rounds, corporate structures, internal corporate matters,
vendor engagements and/or other matters related to the
management and operation of Project;
-
Initiate and manage fundraising rounds including, but not
limited to, inviting Investors to join a fundraising round,
sending related fundraising documents to Investors and
monitoring the status of the fundraising round through the
Platform;
-
Access articles and other educational or information materials
that are posted on or made available through the Platform from
time to time; and
-
Such other features and functionalities that may be added to
the Platform from time to time,
More details on the Services provided through the Platform can be
found in Section 3 below.
-
To access and use the Platform and some of the Services, you will
be required to create an account with your email address, Google
account or social media profile and log in with said account (each
a “User Account”). Certain parts of the Platform may
require additional access credentials or other specific conditions
in order to access or use the Platform. Access and use of the
Platform via a User Account, are subject to the following terms
and conditions:
-
When you register an account with your email address, Google
account or social media profile, your use of your email
address, Google account or social media profile is at your own
risk, and subject to the relevant email's, Google's or your
social media platform's service provider's terms and
conditions.
-
The Company shall have the right to monitor and/or record your
communications when you use the Platform, and you acknowledge
and agree that when you use the Platform, you have no
expectation that your communications will be private. The
Company shall have the right to disclose your communications
for any reason, including: (a) to satisfy any applicable law,
regulation, legal process or governmental request; (b) to
enforce the terms of these Terms or any other of the Company's
policies; (c) to protect the Company's legal rights and
remedies; (d) to protect the health or safety of anyone that
the Company believes may be threatened; or (e) to report a
crime or other offensive behaviour.
-
You are solely responsible for all activities conducted
through your User Account whether or not you authorize the
activity. In the event that fraud, illegality or other conduct
that violates these Terms is discovered or reported (whether
by you or someone else) that is connected with your User
Account, the Company may suspend or block your User Account's
access to the Platform, whether for a period of time or
indefinitely.
-
You are solely responsible for maintaining the confidentiality
and security of your User Account and for restricting access
to your User Account and/or devices. You are solely
responsible for any harm resulting from your disclosure, or
authorization of the disclosure, of your access credentials
(for example, passwords or biometrics) or from any person's
use of your access credentials to gain access to your User
Account. You acknowledge that in the event of any unauthorized
use of or access to your User Account, access credential or
other breach of security, you accept that due to the nature of
the Platform, the Company will be unable to remedy any issues
that arise, and the Company will not be responsible or liable
for the same.
-
The Company will not be liable for any loss or damage (of any
kind and under any legal theory) to you or any third party
arising from your inability or failure for any reason to
comply with any of the foregoing obligations, or for any
reason whatsoever, except fraud on our part.
-
The Company will not be liable for any loss or damage arising
from your sharing or other loss of your private key or related
information, or any other damage or loss arising from
unauthorized access to your account.
-
Grant of License. If you accept and comply with these
Terms, the Company will grant, and you will receive, a limited,
revocable, non-sub licensable, and non-exclusive license to access
and use the Platform subject to the “Restrictions,” set forth in
Section 4 below, as follows:
-
You may access and use applicable Services available on the
Platform on one or more computers or mobile devices under your
authorized control.
-
You may use the Platform for your personal and non-commercial
purposes only.
-
You may not transfer your rights and obligations to use the
Platform.
-
Some Services of the Platform are provided, managed or
operated by third party suppliers, partners or licensors of
the Platform (“Third Party Providers”) and may be
subject to specific requirements or terms and conditions
imposed by such Third Party Providers. Please refer to Section
8 below for more information.
-
Open Source Components. The Platform may contain components
that are subject to open-source licenses ("OSS Components"). Your access and use of these OSS Components shall be subject
to the applicable open-source licenses that apply to and govern
such OSS Components.
-
Acknowledgements and Disclaimers.
You acknowledge and understand that:
-
Features and Services. The Company offers a number of
Services which can be generally accessed through the Platform.
Some of the Services may require you to create an account
and/or may require payment or a subscription to use. Further
details of each of the Services, and the terms and conditions
applicable to such Services, are provided on the Platform and
in these Terms. Your access and use of each of these Services
are solely at your own risk, and subject to the applicable
terms and conditions for the relevant Service.
-
Risk Disclosures. You acknowledge and agree that there
are inherent risks in your use of the Platform and the
Services, including any security breaches, communication
failures, disruptions, errors, distortions or delays, the risk
of hardware, software and Internet connections failure or
problems, or malicious software introduction, or the risk that
third parties may obtain unauthorized access to your
information, which may result in the loss of access to the
Platform and/or Services. By using the Platform and/or
Services, you acknowledge and agree to undertake these risks,
and you accept that we shall not be liable for any losses or
damages arising from or in connection with such risks.
-
No Reliance on Information. You understand that we are
an aggregator and provider of information (including opinions)
for general information purposes only. Any information
provided or made available on our Platform and/or Services
shall not be considered or construed as financial advice,
investment advice, tax advice, legal advice, or any other sort
of advice. No representation or warranty, express or implied,
is made as to the fairness, accuracy, timeliness, correctness
or completeness of such information and is provided only for
general informative purposes, and no reliance should be placed
on it. The Company shall not be responsible or liable to you
for any use of, or reliance placed on, any available or
provided information. We are not, and shall not be deemed as
or treated as a financial institution, centralised exchange or
trading platform, broker or fund management platform. Some
information may contain the opinions of third parties, and we
are not responsible for these opinions. Likewise, we are not
responsible for any loss, damage or cost resulting from any
decisions taken by you that is made in reliance on the
Service, including legal, compliance and/or risk management
decisions. You agree that you use this Service at your own
risk in these respects.
-
No Fiduciary Relationship. The Terms are not intended
to, and do not, create or impose any fiduciary duties on us.
You further agree that the only duties and obligations that we
have are expressly set out in these Terms (including in the
Privacy Policy).
-
Compliance Checks. We may be required by anti-money
laundering or other forms of regulations, and as part of our
internal policies, to make background checks or verification
checks on the source of any funds placed on deposit by our
customers. In the event that our background or verification
checks do not provide us with sufficient information about
you, we may request further information from you from time to
time and you agree to promptly provide such information when
requested to do so. We reserve the right to suspend or
terminate your access to and use of the Platform or any
Services should we be unable to satisfy ourselves that in
respect of any background or verification checks.
-
Legal and Regulatory Compliance. You are responsible
for complying with all laws that may be applicable to or
govern your use of the Platform and/or Services, including,
but not limited to , the Commodity Exchange Act and the
regulations promulgated thereunder by the U.S. Commodity
Futures Trading Commission ("CFTC"), the federal
securities laws and the regulations promulgated thereunder by
the U.S. Securities and Exchange Commission ("SEC"),
the Securities and Futures Act and the Payment Services Act
overseen by the Monetary Authority of Singapore and all
foreign laws that apply to you and your use of such Services.
You shall not access or use our Platform or Services if it
would be illegal, or a violation of any applicable laws or
regulations, to do so within your jurisdiction.
-
Security. You are solely responsible for properly
configuring and using the Platform and the Services and
otherwise taking appropriate action to secure, protect, and
backup your User Accounts and/or your User Content in a manner
that will provide appropriate security and protection, which
might include use of encryption. If you are not able to be
responsible for your own account security, or do not want such
an obligation, then you should not access or use the Platform
and the Services. Your obligations under these Terms include
ensuring any available software updates or upgrades to the
Platform and/or the Services you are using are promptly
installed or implemented, and recording and securely
maintaining any access credentials or passwords that relate to
your use of the Platform and the Services.
-
User Warranties. Prior to your use of the Platform and
on an ongoing basis, by using the Platform, or any of the
Services, (including without limitation, any of the
informational content made available thereon (collectively,
the “Content”)), you represent, warrant and covenant
that:
-
You will not provide any false, inaccurate, incomplete or
misleading information while using the Platform, or any
Service or Content available thereon, or engage in any
activity that operates to defraud the Company, other
Users, or any other person or entity;
-
You will not use the Platform or any Service to transmit
or exchange Digital Assets that are the direct or indirect
proceeds of any criminal or fraudulent activity,
including, without limitation, terrorism or tax evasion;
-
You access and use the Platform (including any Service or
Content available therein) for your own benefit and not
for the benefit or on behalf of any third party
beneficiary;
-
You will not utilise or deposit funds or assets, which
originate from criminal or other unauthorised, illegal or
illicit activity;
-
You will not utilise or deposit funds or assets, using
payment methods that do not belong to you;
-
We are not, and shall not be deemed as or treated as a
financial institution, centralised exchange or trading
platform, broker or fund management platform;
-
We may be required by anti-money laundering regulations,
and as part of our internal policies, to make background
or verification checks on the source of any funds paid to
us or placed on deposit by our customers. In the event
that our background or verification checks do not provide
us with sufficient information about you, we may request
further information from you from time to time and you
agree to promptly provide such information when requested
to do so. We reserve the right to suspend or terminate
your access to and use of the Platform or any Service, or
to your funds or Digital Assets (including cryptocurrency)
and funds deposited via on our Platform should we be
unable to satisfy ourselves that your source of funds is
legitimate;
-
You will not, and will not attempt to, authorize anyone
other than you to access the Platform and any of the
Services through your User Account;
-
You will not disrupt, interfere with, or otherwise
adversely affect the normal flow of the Platform and/or
the Services or otherwise act in a manner that may
negatively affect other users' experience when using the
Platform and Services. This includes taking advantage of
software vulnerabilities and any other act that
intentionally abuses or exploits the design of the
Platform and the Services;
-
You are sophisticated in using and evaluating blockchain
technologies and related blockchain-based Digital Assets,
including the blockchain networks, smart contract systems,
automated market making protocols, derivative and margin
trading, perpetual future contracts, P2P trading and
related settlement pools, liquidity pool pricing bonding
curves, the concept of pricing slippage, the mechanism of
liquidity attribution and the potential of value loss for
liquidity providers due to liquidity attribution and
dynamic pricing across different liquidity pools.
Specifically, you represent and warrant that you have
evaluated and understand the use of the Platform and the
Services and have not relied on any information,
statement, representation, or warranty, express or
implied, made by or on behalf of the Company with respect
to the Platform and the Services; and
-
You accept and acknowledge all risks associated with the
use or access of the Platform or any Services made
available thereon, including but not limited to the risks
set out in these Terms.
-
Changes. We may change, add to, modify, remove, suspend, or
discontinue any aspect of the Platform and/or Services at any
time, and without prior notice or liability to you. We may also
impose limits on certain features or restrict your access to parts
or all of the Platform or any Services made available thereon
without notice or liability.
-
No Custody of User's assets. You acknowledge and understand
that the Company does not have custody of any of your current or
future assets. Accordingly, the Company shall not be liable to you
for any loss or other harm to any of your current or future
assets.
-
No Data Backup. The Company does not provide backup
services or disaster recovery for your any of the data or
information relating to your access or use of the Platform (the
“Generated Data”). You are solely responsible for any
backup of your Generated Data should you wish to do so. The
Company does not guarantee that it will retain or store any
Generated Data, and the Company shall not be liable or responsible
to you or any third party for any inability to access or retrieve
your Generated Data arising from any reason whatsoever (including
without limitation, any loss, removal or deletion of Generated
Data). You are solely responsible for retaining backups or copies
of your own Generated Data. You are solely responsible for
ensuring that any information or data (including documents) that
you submit or upload to the Platform comply with any applicable
laws and third-party rights, including but not limited to any
intellectual property rights, privacy rights and publicity rights.
You agree that any information included in your Generated Data may
be used in accordance with our Privacy Policy. The Company always
has the right, in its sole discretion, to accept or reject any
Generated Data. Although Generated Data belongs to you, the Company shall have the right to retain, store, use, process and disclose aggregated and/or anonymised information or data derived from your Generated Data for its own purposes (including without limitation, improving its products and services, analytics, benchmarking studies and reports and commercial purposes).
-
Not Legal Advice. Document templates provided and guides
and/or articles on the Platform are provided solely for general
informational purposes only and should not be deemed as or
regarded as legal, financial, tax or other professional advice.
You acknowledge and understand that you should not rely on the
language in the templates and/or the articles or use the templates
and/or articles as a substitute for legal, financial, tax or other
professional advice and that you are solely responsible for the
use of the templates and/or the articles provided by the Company
through or on the Platform. The Company's provision of the
document templates, guides and/or articles shall not constitute
the rendering of legal, financial, tax or other professional
advice, or the provision of tax-related, financial advisory or
legal services or other professional services, to you. The
Platform and the Services, and any Content made available therein
are not intended to and does not constitute legal, financial, tax
or other professional advice and no attorney-client relationship
or similar relationship is formed.