IMPORTANT NOTICE PLEASE READ THIS SECTION AND ALL THE FOLLOWING SECTIONS CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).
Terms of Services
Date of last revision: 15 September 2017
GENERAL CONDITIONS OF USE
By signing up to use the TudorPay Account (as defined below) through the TudorPay website located at TudorPay.net, the TudorPay API, and/or any associated TudorPay-hosted websites or mobile applications (collectively the “TudorPay Site”), you agree to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement, or any subsequent modification to the Agreement, you may not access or use any of the TudorPay Services and must cancel your TudorPay Account, free of charge, in the manner set forth below.
We may amend or modify this Agreement by posting on the TudorPay Site or emailing to you the revised Agreement. Any revised Agreement shall be effective immediately upon your express approval, or one month after the date of posting except where the changes and modifications are required by law or on the instruction of a competent governmental agency. By continuing to access or use the TudorPay Services once the revised Agreement is effective, you agree to be bound by the Agreement. We may (a) modify or discontinue any portion of the TudorPay Services, and (b) suspend or terminate your access to the TudorPay Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the TudorPay Services, or suspension or termination of your access to the TudorPay Services, except to the extent otherwise expressly set forth herein.
To be eligible to use the TudorPay Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity in each qualifying jurisdiction). By accessing or using the TudorPay Services you represent and warrant that you are 18 or older.
Please note the following risks of using TudorPay Services:
Once submitted to the blockchain network, a cryptocurrency(ies) Transaction (as defined below) will be unconfirmed for a period of time (usually less than one hour, but up to one day or more) pending sufficient confirmation of the transaction by the blockchain network. A transaction is not complete while it is in a pending state. Cryptocurrency(ies) associated with transactions that are in a pending state will be designated accordingly, and will not be included in your TudorPay Account balance or be available to conduct transactions.
The risk of loss in holding cryptocurrency(ies) can be substantial. You should therefore carefully consider whether holding cryptocurrency(ies) is suitable for you in light of your financial condition. In considering whether to hold cryptocurrency(ies), you should be aware that the price or value of cryptocurrency(ies) can change rapidly, decrease, and potentially even fall to zero. If you use a TudorPay product which allows you and/or third parties to access and hold cryptocurrency(ies) private keys, you acknowledge that TudorPay is not responsible for safeguarding such keys and that TudorPay is not responsible for any loss of cryptocurrency(ies) resulting from theft, loss, or mishandling of cryptocurrency(ies) private keys outside its control.
1. BASIC TUDORPAY SERVICES
Your TudorPay account (“TudorPay Account”) encompasses the following basic TudorPay Services, among others:
· The sale of the TudorPay Token (“TUDOR” and as defined below) to you and other TudorPay’s clients. The TUDOR is a virtual good allowing you to access and use the TudorPay Platform.
· The operation and maintenance of the TudorPay Platform, which is a platform based on the blockchain allowing the trade of smart contracts representing future and option contracts and potentially other financial instruments (“Smart Contracts”).
Each of those TudorPay Services is described below.
2. Creating a TudorPay Account
2.1 Registration of TudorPay Account. In order to use any of the TudorPay Services, you must first register by providing your name, e-mail address, password, and affirming your acceptance of this Agreement. Upon successful completion of the registration process, TudorPay will establish your TudorPay Account. TudorPay may, in our sole discretion, refuse to allow you to establish a TudorPay Account, or limit the number of TudorPay Accounts that a single user may establish and maintain at any time.
2.2 Identity Verification. In order to use certain features of the TudorPay Services, including certain transfers of cryptocurrency(ies) and/or currency, you may be required to provide TudorPay with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). TudorPay may also require you to answer certain questions or take actions in order to verify your identity, provide the TudorPay Services to you, or comply with applicable law. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update TudorPay if any information changes. You hereby authorize TudorPay to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account or qualifying credit/debit cards (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.
3. TudorPay TUDOR Token (“TUDOR”)
3.1 In order to use the TudorPay Platform, you need to purchase TUDOR tokens from TudorPay. TudorPay sells TUDOR tokens at its sole discretion, either from time to time or on a continuous manner. The price at which TudorPay sells TUDOR tokens will vary and will be determined at TudorPay’s sole discretion.
3.2 The total number of TUDOR tokens to be sold by TudorPay is limited to 10,000,000,000 (ten billion).
3.3 You will also be able to buy, sell and exchange TUDOR tokens in peer-to-peer transactions, independently of TudorPay, for example via “crypto exchanges” such as WAVES or Kraken or Bittrex.
4. TudorPay Platform
4.1 Transactions. When buying and selling Smart Contracts on the TudorPay Platform, you will be performing a transaction that does not involve TudorPay directly. TudorPay will provide a decentralized marketplace where buyers and sellers can trade Smart Contract related to food products and raw materials.
4.2 Regulatory Approval. TudorPay will not start operating the TudorPay Platform unless it obtains the proper approval from the relevant governmental authorities.
5. KYC and AML
In spite of providing a decentralized trading platform, TudorPay will exert a strict control over the participants in the TudorPay Platform, especially to avoid Money Laundering. In association with the relevant authorities, strict KYC procedures will be established in a cost-efficient way, with the help of artificial intelligence. You will not be able to trade Smart Contracts on the TudorPay Platform unless you complied successfully with the KYC procedure.
6. General Use, Prohibited Use, and Termination
6.1 General Use
Limited License. We hereby grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the TudorPay Site, and the content, materials, information and functionality available in connection therewith (collectively, the “Content”) solely for informational, transactional, or other approved purposes as permitted by TudorPay from time to time. Any other use of the TudorPay Site or Content is expressly prohibited. All other rights in the TudorPay Site or Content are reserved by us and our licensors. We reserve all rights in the TudorPay Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the TudorPay Site or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the TudorPay Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the TudorPay Site or Content (or any portion thereof) as part of any other website or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the TudorPay Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. “TudorPay.com”, “TudorPay”, and all logos related to the TudorPay Services or displayed on the TudorPay Site are either trademarks or registered marks of TudorPay or its licensors. You may not copy, imitate or use them without TudorPay’s prior written consent.
Website Accuracy. Although we intend to provide accurate and timely information on the TudorPay Site, the TudorPay Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, 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 TudorPay Site are your sole responsibility and we shall have no liability for such decisions.
Third-Party Materials. From time to time, the TudorPay Site may contain references or links to third-party materials (including without limitation websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the TudorPay Site, including without limitation content, property, goods or services available on the linked sites or services.
Third-Party Applications. If, to the extent permitted by TudorPay from time to time, you grant express permission to a third party to access or connect to your TudorPay Account, either through the third party’s product or service or through the TudorPay Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party using your TudorPay Account credentials. Further, you acknowledge and agree that you will not hold TudorPay responsible for, and will indemnify TudorPay from, any liability arising out of or related to any act or omission of any third party using your TudorPay Account credentials. You may change or remove permissions granted by you to third parties with respect to your TudorPay Account at any time through the Account Settings (Integrations) page on the TudorPay Site.
Developer’s Tools. Any person or entity who uses TudorPay’s developer’s tools (the “Developer’s Tools”) must comply with the terms of this Agreement, and/or any other conditions as TudorPay may put into place in its sole discretion from time to time. The Developer’s Tools are owned by TudorPay and are licensed to Developer’s Tools users on a limited, non-exclusive, non-transferable, non-sublicensable basis. TudorPay reserves the right to restrict or limit use when, in its sole discretion, we identify abusive, burdensome, or prohibited use of the Developer’s Tools. Developer’s Tools users shall comply with all applicable laws, rules and regulations, including those relating to privacy, and shall not use the Developer’s Tools or related licensed material to facilitate or partake in any illegal, unauthorized, or improper activity.
Fiduciary Accounts/Custodial Assets. You hereby certify to us that any funds used by you in connection with the TudorPay Services are either owned by you or that you are validly authorized to carry out transactions using such funds. In particular, you acknowledge that TudorPay may not be a qualified custodian under applicable law, and represent that your use of the TudorPay Services is in compliance with any applicable requirements governing the maintenance and use of fiduciary accounts and custodial assets.
6.2 Prohibited Use.
In connection with your use of the TudorPay Services, and your interactions with other users, and third parties you agree and represent you will not engage in any illegal, unauthorized, or improper activity. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. We reserve the right to cancel and/or suspend your TudorPay Account immediately and without notice if we determine, in our sole discretion, that your Account is associated with Prohibited Use and/or a Prohibited Business.
6.3 Export Controls & Sanctions.
The supply of cryptocurrency(ies) and the TudorPay Services through the TudorPay Site is subject to international export controls and economic sanctions requirements. By acquiring any such items through the TudorPay Site, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire cryptocurrency(ies) or any of the TudorPay Services through the TudorPay Site if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime; or (2) you intend to supply the acquired cryptocurrency(ies) or TudorPay Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime.
You are not eligible and you are not to purchase any TUDOR tokens in the TudorPay Token Crowd sale (as referred to in the website) if you are a citizen, resident (tax or otherwise) or green card holder of the United States of America, or a citizen or resident of the Republic of Singapore, or a citizen or resident of the People’s Republic of China without prejudice to any other limitations set out in the T&Cs.
6.4 Suspension, Termination, and Cancellation.
TudorPay may: (a) suspend, restrict, or terminate your access to any or all of the TudorPay Services, and/or (b) deactivate or cancel your TudorPay Account if:
· We are so required by a facially valid subpoena, court order, or binding order of a government authority; or
· We reasonably suspect you of using your TudorPay Account in connection with illegal, unauthorized, or improper activity; or
· Use of your TudorPay Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
· Our Service Partners (as defined below) are unable to support your use; or
· You take any action that TudorPay deems as circumventing TudorPay’s controls, including, but not limited to, opening multiple TudorPay Accounts or abusing promotions which TudorPay may offer from time to time.
You will not be charged for canceling your TudorPay Account and will only be required to pay for those TudorPay Services used that are subject to charges. If any transaction is in a pending state at the time your TudorPay Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your TudorPay Account to evade an investigation or avoid paying any amounts otherwise due to TudorPay. Upon cancellation of your TudorPay Account, you authorize TudorPay to cancel or suspend pending Conversion Service transactions and hold the funds associated with such transactions until TudorPay is certain that funding reversal windows are complete. In the event that you or TudorPay terminates this Agreement or your access to the TudorPay Services, or deactivates or cancels your TudorPay Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or Account errors, TudorPay may temporarily suspend access to your Account until the problem is resolved.
7. Our Relationship with You
Relationship of the Parties. TudorPay is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and TudorPay to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or TudorPay to be treated as the agent of the other.
Service Providers. From time to time, TudorPay may engage third parties to assist TudorPay in providing certain aspects of the TudorPay Services (each, a “Service Provider”). Service Providers may include, but are not limited to, TudorPay’s banking partners and technology or engineering service providers.
Privacy of Others; Marketing. If you receive information about another user through the TudorPay Services, you must keep the information confidential and only use it in connection with the TudorPay Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited email to a user through the TudorPay Services.
Password Security and Keeping Your Contact Information Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the TudorPay Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your TudorPay Account by third-parties and the loss or theft of any cryptocurrency(ies) and/or funds held in your TudorPay Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your TudorPay Account profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your TudorPay Account information has been compromised, contact TudorPay Support immediately at email@example.com.
Consent to Electronic Records. By using the TudorPay Services, you agree that TudorPay may provide you with any notices or other communications about your TudorPay Account and the TudorPay Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the TudorPay Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your TudorPay Account and your TudorPay Account will be cancelled.
8. Customer Feedback, Queries, and Complaints
Contact TudorPay. If you have any feedback, questions, or complaints, contact us via email at firstname.lastname@example.org.When you contact us please provide us with your name, address, and any other information we may need to identify you, your TudorPay Account, and the transaction on which you have feedback, questions, or complaints.
Complaints. In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge your complaint within 2 business days of its receipt if you contact us via our Customer Support web page or email us at email@example.com. A Customer Complaints officer (“Officer”) will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided and any information provided by TudorPay. Within four weeks of our receipt of your complaint the Officer will address your complaint by sending you an e-mail (“Resolution Notice”) in which the Officer will: (i) offer to resolve your complaint in the way your requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. Upon receipt of the Resolution Notice, you will have 20 business days to accept or reject the offer or determination, which you must do by following the instructions set out in the Resolution Notice. Failure to respond to a Resolution Notice will be deemed to be a withdrawal of the complaint and an acceptance that we have no liability to you regarding the subject matter of the complaint. If you are late in responding to the Resolution Notice, TudorPay may treat your response as if it has been submitted on time.
9. REPRESENTATIONS AND WARRANTIES BY YOU
By registering to the Platform and each time you will subscribe to TUDOR tokens, you shall represent and warrant to the Company as follows:
9.1 you agree and acknowledge that you have read carefully in full the contents of this Agreement and of the TudorPay whitepaper dated September 2017 as amended or supplemented from time to time (the “TudorPay Whitepaper”) to which you consent, that you have performed due diligence, and that you have sought independent financial and/or legal advice where necessary;
9.2 you agree and acknowledge that the TUDOR tokens do not constitute securities in any form in any jurisdiction;
9.3 you agree and acknowledge that no regulatory authority has examined or approved of the information set out in the TudorPay Whitepaper, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of the TudorPay Whitepaper to you did not not imply that the applicable laws, regulatory requirements or rules have been complied with, nor that TudorPay has obtained the requisite licenses, if any;
9.4 you agree and acknowledge that the TudorPay Whitepaper, the undertaking and/or the completion of the TudorPay Initial Token Sale (the “TudorPay ITS”), as referred to in the TudorPay Whitepaper, or future trading of the TUDOR tokens on any cryptocurrency exchange, shall not be construed, interpreted or deemed by you as an indication of the merits of TudorPay, the TUDOR tokens and the TudorPay Initial Token Sale;
9.5 the distribution or dissemination of the TudorPay Whitepaper, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to TudorPay;
9.6 you agree and acknowledge that the TUDOR tokens are not to be construed, interpreted, classified or treated as:
· any kind of currency other than cryptocurrency;
· debentures, stocks or shares issued by any person or entity (including TudorPay);
· rights, options or derivatives in respect of such debentures, stocks or shares;
· rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
· units in a collective investment scheme;
· units in a business trust;
· derivatives of units in a business trust; or
· any other security or class of securities;
9.7 you are not a citizen, resident (tax or otherwise) or green card holder of the United States of America or a citizen or resident (tax or otherwise) of the Republic of Singapore or a citizen or resident (tax or otherwise) of the People’s Republic of China;
9.8 you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and Smart Contract technology;
9.9 you are fully aware and understand that there are risks associated with TudorPay and its business and operations, the TUDOR tokens and the TudorPay Initial Token Sale;
9.10 you agree and acknowledge that TudorPay is not liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on the TudorPay Whitepaper and this Agreement, or with the use of the TudorPay Site and/or the TudorPay Services; and
9.11 all of the above representations and warranties will be true, complete, accurate and non-misleading at the time of your registration to the Platform and each time you subscribe to TUDOR Tokens.
10. OTHER General Provisions
10.1 Disclaimer of liability. (A) IN NO EVENT SHALL TUDORPAY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSSES OF ANY KIND, IN TORT, CONTRACT OR OTHERWISE (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH ANY ACCEPTANCE OF OR RELIANCE ON THE TUDORPAY WHITEPAPER AND THIS AGREEMENT, OR WITH THE USE OF THE TUDORPAY SITE AND/OR THE TUDORPAY SERVICES.
(B) FOR CONSUMERS ONLY: WHERE APPLICABLE CONSUMER PROTECTION LAW LIMITS THE EFFECTIVENESS OF SECTION 10.1(A) WITH RESPECT TO CONSUMERS, SECTION 10.1(A) ONLY APPLIES TO THE MAXIMUM EXTENT AS PERMITTED BY LAW.
10.2 Sanctions Compliance. Pursuant to the economic sanctions programs administered in the countries where TudorPay conducts business, TudorPay is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that TudorPay is required to block assets associated with your TudorPay Account in accordance with a sanctions program, or other similar government sanctions programs, TudorPay may (i) deactivate or cancel your cryptocurrency(ies) wallet(s) and/or currency wallet(s) or block user activity, (ii) transfer cryptocurrency(ies) or funds from your cryptocurrency(ies) wallet(s) and/or currency wallet(s) to an originating source or to an account specified by authorities, or (iii) require you to transfer your cryptocurrency(ies) or withdraw your funds from your cryptocurrency(ies) wallet(s) or currency Wallet(s) within a certain period of time. TudorPay is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order.
10.3 Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from TudorPay. Always log into your TudorPay Account through the TudorPay Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
10.4 Release of TudorPay. If you have a dispute with one or more users of the TudorPay Services, to the extent permitted by law, you release TudorPay, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering into this release you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
10.5 No Warranty. (A) THE TUDORPAY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TUDORPAY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TUDORPAY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE TUDORPAY SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE. OPERATION OF THE TUDORPAY SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. TUDORPAY AND/OR THE DISTRIBUTOR ALSO SPECIFICALLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN ANY FORM WHATSOEVER TO ANY ENTITY OR PERSON, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN RELATION TO THE TRUTH, ACCURACY AND COMPLETENESS OF ANY OF THE INFORMATION SET OUT IN THIS AGREEMENT AND THE WHITEPAPER.
10.6 WE ARE NOT RESPONSIBLE FOR THE CRYPTOCURRENCY MARKET, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE REAL OR PERCEIVED VALUE OF CRYPTOCURRENCY AS DENOMINATED IN ANY QUOTED CURRENCY. ALTHOUGH WE MAY PROVIDE HISTORICAL AND/OR REAL-TIME DATA REGARDING THE PRICE OF CRYPTOCURRENCY, WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY, SUITABILITY, TRUTH, USEFULNESS, ACCURACY, OR COMPLETENESS OF SUCH DATA, AND YOU SHOULD NOT RELY ON SUCH DATA FOR ANY REASON WHATSOEVER. YOU UNDERSTAND AND AGREE THAT THE VALUE OF CRYPTOCURRENCY CAN BE VOLATILE, AND WE ARE NOT IN ANY WAY RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU MAY INCUR BY HOLDING OR TRADING CRYPTOCURRENCY, EVEN IF THE TUDORPAY SERVICES ARE DELAYED, SUSPENDED, OR INTERRUPTED FOR ANY REASON. FURTHER, TUDORPAY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, USEFULNESS, ACCURACY, OR COMPLETENESS OF THE TUDORPAY SERVICES OR ANY MATERIALS CONTAINED THEREIN. TUDORPAY WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, CREDIT CARDS, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER BUT TUDORPAY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE TUDORPAY SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE U.S. OR INTERNATIONAL MAIL SERVICE.
(B) FOR CONSUMERS ONLY: WHERE APPLICABLE CONSUMER PROTECTION LAW LIMITS THE EFFECTIVENESS OF SECTION 10.5(A) WITH RESPECT TO CONSUMERS, SECTION 10.5(A) ONLY APPLIES TO THE MAXIMUM EXTENT AS PERMITTED BY LAW.
10.7 Indemnification. You agree to indemnify and hold TudorPay, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of TudorPay Services, including the Developer’s Tools, or (iii) your violation of any law, rule or regulation, or the rights of any third party.
10.8 Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and TudorPay 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 Agreement), and every nature between and among you and TudorPay.
10.9 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TudorPay without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the TudorPay Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
10.10 Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, 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 Agreement shall not be affected.
10.11 Change of Control. In the event that TudorPay 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.
10.12 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, TudorPay Account cancellation, debts owed to TudorPay, general use of the TudorPay Site, disputes with TudorPay, and general provisions, shall survive the termination or expiration of this Agreement.
10.13 Force Majeure. 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, any delay or failure due to any 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, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
10.14 Section Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.
10.15 English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
10.16 Third Party Right. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, no consent of any party who is not a party to this Agreement shall be required for the waiver, variation or termination of any part of this Agreement.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 This Agreement shall be construed in accordance with the laws of Malaysia.
11.2 Any dispute arising out of or connected with this Agreement, including a dispute as to the validity, existence or termination of this Agreement or this section or any non-contractual obligation arising out of or in connection with this Agreement, as well as any claim or dispute arising from your use of the TudorPay Site and/or the TudorPay Services, shall be submitted to the courts of Singapore.
In this policy, “TudorPay”, “we”, “us”, “our” means, collectively, TudorPay Tech Pte Ltd. “You”, “your” or “yours” means the persons to whom this policy applies. The security of your Personal Data is important to us. TudorPay has in place safeguards to protect the Personal Data stored with us. This policy describes how we may collect, use, disclose, process and manage your Personal Data.
This policy applies to any individual’s Personal Data which is in our possession or under our control.
1. What Personal Data we collect
“Personal Data” is data that can be used to identify a natural person. Some examples of Personal Data that we may collect are:
· personal particulars (e.g. name, contact details, residential address, date of birth, identity card/passport details, and/or education details)
· financial details (e.g. income, expenses, and/or credit history);
· images and voice recordings of our conversations with you;
· employment details (e.g. occupation, directorships and other positions held, employment history, salary, and/or benefits);
· tax and insurance information;
· information about your risk profile, investments, investment objectives, knowledge and experience and/or business interests and assets;
· banking information (e.g. account numbers and banking transactions); and/or
· personal opinions made known to us (e.g. feedback or responses to surveys);
2. Usage of your Personal Data
We may use your Personal Data for our core business purposes, such as:
· developing and providing facilities, products or services (whether made available by us or through us), including but not limited to:
· transactions and clearing or reporting on these transactions;
· carrying out research, planning and statistical analysis; or
· analytics for the purposes of developing or improving our products, services, security, service quality, and advertising strategies;
· assessing and processing applications, instructions or requests from you or our customers;
· communicating with you, including providing you with updates on changes to products, services and banking facilities (whether made available by us or through us) including any additions, expansions, suspensions and replacements of or to such products, services and banking facilities and their terms and conditions;
· managing our infrastructure and business operations and complying with internal policies and procedures;
· responding to queries or feedback;
· addressing or investigating any complaints, claims or disputes;
· verifying your identity for the purposes of providing facilities, products or services;
· conducting credit checks, screenings or due diligence checks as may be required under applicable law, regulation or directive;
· complying with all applicable laws, regulations, rules, directives, orders, instructions and requests from any local or foreign authorities, including regulatory, governmental, tax and law enforcement authorities or other authorities;
· enforcing obligations owed to us;
· monitoring products and services provided by or made available through us;
· complying with obligations and requirements imposed by us from time to time by any credit bureau or credit information sharing services of which we are a member or subscriber;
· creating and maintaining credit and risk related models;
· financial reporting, regulatory reporting, management reporting, risk management (including monitoring credit exposures), audit and record keeping purposes;
· enabling any actual or proposed assignee or transferee, participant or sub-participant of TudorPay’s rights or obligations to evaluate any proposed transaction;
· enforcing obligations owed to us; and/or
· seeking professional advice, including legal advice.
We may also use Personal Data for purposes set out in the terms and conditions that govern our relationship with you or our customer. TudorPay may also collect information on your IP address, your web browser and device, your interactions with TudorPay’s website as well as your location information (broadly referred to as “usage data”). The collection of such usage data enables us to analyze the use of our website so as to improve your online experience.
3. Use of Personal Data for marketing purposes
We may use your Personal Data to offer you products or services, including special offers, promotions, contests or entitlements that may be of interest to you or for which you may be eligible. Such marketing messages may be sent to you in various modes including but not limited to electronic mail, direct mailers, and short message service, and telephone calls, facsimile and other mobile messaging services. [In doing so, we will comply with the Personal Data Protection Act of Singapore (PDPA).
In respect of sending telemarketing messages to your telephone number via short message service, telephone calls, facsimile and other mobile messaging services, please be assured that we shall only do so if we have your clear and unambiguous consent in writing or other recorded form to do so or if you have not otherwise made the appropriate registration of that number with the Do Not Call Registry. If we have an ongoing relationship with you and you have not indicated to us that you do not wish to receive telemarketing messages sent to your telephone number, we may send you telemarketing messages to that number related to the subject of our ongoing relationship via short message service, facsimile and other mobile messaging services (other than a voice or video call).
You may at any time request that we stop contacting you for marketing purposes via selected or all modes. To find out more on how you can change the way we use your Personal Data for marketing purposes, please contact us.
Nothing in this section shall vary or supersede the terms and conditions that govern our relationship with you.
4. Disclosure and sharing of Personal Data
We may from time to time and in compliance with applicable laws on data privacy, disclose your personal data to any personnel of TudorPay or to third parties, whether located in Malaysia or elsewhere, in order to carry out the purposes set out above. Please be assured that when we disclose your Personal Data to such parties, we require them to ensure that any Personal Data disclosed to them are kept confidential and secure. For more information about the third parties with whom we share your Personal Data, you may, where appropriate, wish to refer to the agreement(s) and/or terms and conditions that govern our relationship with you or our customer. You may also contact us for more information (please see the “How to contact us” section below).
We wish to emphasize that TudorPay does not sell Personal Data to any third parties and we shall remain fully compliant of any duty or obligation of confidentiality imposed on us under the applicable agreement(s) and/or terms and conditions that govern our relationship with you or our customer or any applicable law. We may transfer, store, process and/or deal with your Personal Data outside Malaysia. In doing so, we will comply with the PDPA.
5. Access and Correction of Personal Data
As TudorPay relies on your Personal Data to provide products and services to you, you shall ensure that at all times, the information provided is accurate, complete and up to date. You may review and amend your Personal Data, or withdraw your consent to our use of your Personal Data, at any time by contacting us through any of our Data Protection Officers (as defined below) whose contact details are set out under the section titled, “How to contact us”.
When contacting the Data Protection Officers for assistance, please state (where relevant), your name, address and contact details. Please allow 7 working days for your request to be processed.
If you withdraw your consent to any or all use of your Personal Data, depending on the nature of your request, we may not be able to provide or continue providing our products and services to you, or administer any contractual relationship already in place. You understand and agree that in such instances where we require your Personal Data to fulfill a contractual obligation to you and you withdraw your consent to collect, use or disclose the relevant Personal Data for those purposes, we cannot be held liable for breach of that agreement. Our legal rights and remedies in such event are expressly reserved.
TudorPay may charge a fee for processing your request to review and amend your Personal Data. Such a fee depends on the nature and complexity of your access request. Information on the processing fee will be made available to you.
6. Care of Personal Data
TudorPay will take reasonable steps to protect Personal Data in our possession or under our control and ensure that all sensitive information is securely stored to prevent unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks. Any data destroyed will also be disposed of in a manner that protects the privacy of Personal Data in an appropriate way.
While every reasonable effort has been made to ensure that all Personal Data will be so protected, TudorPay cannot be held responsible for any unauthorized use of such Personal Data and risks that are inherent in all online communications as well as arising from any loss of data provided through our website.
TudorPay shall cease to retain Personal Data as soon as the purpose of collection is no longer served by the retention and when retention is no longer necessary for business or legal purposes.
We cannot guarantee the security of data that you choose to send us electronically. Sending such information is entirely at your own risk.
7. Cookies and related technologies
You may set up your web browser to block cookies from monitoring your website visit. You may also remove cookies stored from your computer or mobile device. However, if you do block cookies you may not be able to use certain features and functions of our websites.
8. Other websites
9. Retention of Personal Data
Your Personal Data is retained as long as the purpose for which it was collected remains and until it is no longer necessary for any other legal or business purposes.
10. How to contact us
To contact us on any aspect of this policy or your Personal Data or to provide any feedback that you may have, please visit any of our branches or get in touch with our customer center officer in the following ways:
We may amend this policy from time to time to ensure that this policy is consistent with any developments to the way TudorPay uses your Personal Data or any changes to the laws and regulations applicable to TudorPay. We will make available the updated policy on our website. All communications, transactions and dealings with us shall be subject to the latest version of this policy in force at the time.
Know Your Customer (KYC) &
Anti-Money Laundering (AML) Policy
The purpose of this KYC and AML policy (the “KYC/AML Policy”) is to inform you of how TudorPay protects itself from involvement in money laundering or suspicious activity. This KYC/AML Policy shall form part of our terms and conditions (the “Agreement”). Each term starting with a capital letter shall have the meaning ascribed to it in the terms of services of the Agreement.
The KYC/AML Policy shall consist in the following:
· Performing an enterprise-wide risk assessment to determine the risk profile of the Company
· Establishing AML policies and procedures
· Implementing internal controls throughout its operations that are designed to mitigate risks of money laundering
· Performing KYC procedures on all users
· Designating a Compliance Officer with full responsibility for the AML Program
· Conducting an annual AML audit
· Providing AML training to all employees
POLICIES AND PROCEDURES
This KYC/AML Policy will be provided to all employees of the Company. Each employee will acknowledge the KYC/AML Policy in writing. All policies and procedures will be reviewed and updated or revised as needed, but no less often than annually.
The Company has developed and implemented internal controls for the purpose of ensuring that all of its operations comply with all AML legal requirements and that all required reports are made on a timely basis.
All of the officers and employees of the Company are required to receive AML training at least annually. New employees will receive appropriate AML training within 30 days of their hire date. Training for all employees will include not only the legal elements of AML laws and regulations but will also cover job specific applications of these laws. Ongoing training will be provided and updated regularly to reflect current developments and changes to laws and regulations.
It is the Company’s policy to ensure that it has reasonably identified each customer who uses the Company’s Platform. Users may be identified using a variety of methods.
TUDORPAY ACCOUNT OPENING PROCEDURES.
Additionally, the Company will, as part of its account-opening process: (i) cross-check the names of users against compliance databases such as the Office of Foreign Assets Control (OFAC) Specially Designated Nationals list and other governmental watch lists; (ii) require users to provide proof of identification; and (iii) not permit any payment above 1,000 Eur to be made with incomplete account-opening information.
PROOF OF IDENTIFICATION
· Date and place of birth
· Residence address and mailing address if different (PO Box alone will not be acceptable)
· Official issued identification number (e.g., passport number, social security number, employee identification number or individual taxpayer identification number)
· Copy of valid photo identification of the principal(s) involved with the TudorPay Account (e.g., driver’s license, passport, alien identification card)
Documents used in opening an account relationship must be verified prior to establishing the TudorPay Account. Verification of identity will require multi-factor authentication, layered security and other controls to ensure a meaningful user identity confirmation process based on TudorPay Account size or other factors.
The following are examples of verification methods the Company may use:
· Obtaining proof of address, such as a copy of a utility bill or bank statement from the TudorPay Account holder;
· Comparing the identifying information with information available from a trusted third party source, such as a credit report from a consumer-reporting agency, Veratad, Lexus Nexus Instant ID;
· Analyzing whether there is logical consistency between the identifying information provided, such as the customer’s name, street address, ZIP code, telephone number, date of birth, and social security number (logical verification);
· Utilizing knowledge-based challenge questions;
· Utilizing complex device identification (such as “digital fingerprints” or geo-location checks);
· Obtaining a notarized copy of an individual’s birth certificate for valid identification; or
· When the type of TudorPay Account increases the risk that the Company will not be able to verify the true identity of the customer through documents is confirmed the TudorPay Account will be closed.
SUSPICIOUS TRANSACTION AND ACTIVITY REPORTS
The Company will diligently monitor transactions for suspicious activity. Transactions that are unusual will be carefully reviewed to determine if it appears that they make no apparent sense or appear to be for an unlawful purpose. Internal controls will be implemented so that an ongoing monitoring system is in place to detect such activity as it occurs. When such suspicious activity is detected, the Company will determine whether a filing with any law enforcement authority is necessary.
Suspicious activity can include more than just suspected money laundering attempts. Activity may be suspicious, and the Company may wish to make a filing with a law enforcement authority, even if no money is lost as a result of the transaction.
The Company will initially make the decision of whether a transaction is potentially suspicious. Once the Company has finished the review of the transaction details, he or she will consult with the Company’s senior management to make the decision as to whether the transaction meets the definition of suspicious transaction or activity and whether any filings with law enforcement authorities should be filed.
The Company will maintain a copy of the filing as well as all backup documentation. The fact that a filing has been made is confidential. No one, other than those involved in the investigation and reporting should be told of its existence. In no event should the parties involved in the suspicious activity be told of the filing. The Company may inform the Company’s Board of the filing and the underlying transaction.
Reasonable procedures for maintaining records of the information used to verify a person’s name; address and other identifying information are required under this Policy. The following are required steps in the record keeping process:
· The Company is required to maintain a record of identifying information provided by the customer.
· Where the Company relies upon a document to verify identity, the Company must maintain a copy of the document that the Company relied on that clearly evidences the type of document and any identifying information it may contain.
· The Company must also record the methods and result of any additional measures undertaken to verify the identity of the customer.
· The Company must record the resolution of any discrepancy in the identifying information obtained.
· All transaction and identification records will be maintained for a minimum period of five years.
The Company is responsible for directing the annual AML audit of the Company’s operations. The independent audit will be conducted by an independent third party or by Company personnel. The Company will develop corrective action plans for all issues that are raised in the audit and will provide the audit report and all corrective action plans to the Company’s senior management for review. Reports of the corrective action will continue until all are resolved.