Terms of Service

DEBANK GLOBAL PTE. LTD.

Last updated: Oct.9, 2024

DEBANK GLOBAL PTE. LTD. (“Rabby”, the “Company”, “we”, “us” or “our”) is a blockchain development company, focused on utilizing decentralized technologies. Our software is powering a revolution in commerce and finance and helping to optimize business processes. The Company hosts a top-level domain website, https://rabby.io/ (opens new window), that provides information regarding the Company and its service offerings, products and services, as well as sub-domains for our products or services (the top-level domain with the sub-domains collectively referred to as the “Site”), which include text, images, audio, code and other materials or third-party information.

These Terms of Service, including their appendix (these “Terms” or this “Agreement”) (i) contain the terms and conditions that govern your access to and use of the Site and Offerings (as defined below) and (ii) constitute a legally binding agreement between us and you and/or the entity you represent (“you”, “your” or “user”).

ARBITRATION NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AS DETAILED IN SECTION 1. PLEASE READ THIS AGREEMENT CAREFULLY.

The Offerings.

1. Generally. You may access and use the Offerings only in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Offerings.

2. Offerings and Access. The Company offers a number of Offerings under the Rabby brand or brands owned by us. These include Rabby Wallet, which enables users to (i) store locally on their own devices, tokens, cryptocurrencies and other crypto or any digital asset (including virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network (collectively, “Digital Assets”); (ii) link to decentralized applications, including, without limitation, decentralized exchanges (collectively “Dapp(s)”); (iii) from the user interface, swap assets on a peer-to-peer basis via third-party Dapps; (iv) view addresses and information that are part of digital asset networks and broadcast transactions; and (v) view and use additional Offerings as may be added to the Site or the app from time to time (collectively the “Offerings” or “Services”). Offerings are generally accessed through the Site or through a third-party provider of which we approved, such as the Apple App stores, unless otherwise agreed in writing. Some Offerings may require you to create an account with the Company, enter a valid form of payment, and select a paid plan (a “Paid Plan”), or initiate an Order. For the purpose of this Agreement, “Order” means an order for Offerings executed through an order form directly with the Company, or through a cloud vendor, such as Amazon Web Services.

3. Third Party Content and Services.In certain Offerings, including swaps and bridging, you may view, have access to, and may use the informational content, products, or services of one or more third parties (“Third Party Content” and “Third Party Services” respectively). In each such case, you agree that you view, access or use such content and services at your own election. Your reliance on any Third Party Content and use of Third Party Services in connection with the Offerings is governed on one hand by this Agreement but, on the other hand, will also generally be subject to separate terms and conditions set forth by the applicable third party content and/or service provider. Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information. Such terms may also apply a privacy policy different than that which the Company maintains and incorporates into this Agreement. It is your responsibility to understand the terms and conditions of Third Party Services, including how those service providers use any of your information under their privacy policies.

   Third Party Content and Third Party Services are provided for your convenience only. We do not verify, curate, or control Third Party Content. We do not control Third Party Services. As a result, we do not guarantee, endorse, or recommend such content or services to any or all users of the Offerings, or the use of such content or services for any particular purpose. You access, rely upon or use any Third Party Content or Third Party Service at your own risk. The Company disclaims all responsibility and liability for any Losses on account of your reliance upon or use of such content or services. We have no responsibility for Third Party Content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction. The choice to rely on Third Party Content or to use a Third Party Service is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. Dealing or correspondence with any third party that provides such content or services is solely between you and that third party. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third Party Service at any time without notice.

4. Bridge. The bridge is one of the means of accessing the protocol, and it may not be the exclusive means of accessing the protocol, as there may be alternative bridges relying on different smart contracts and interfaces deployed by third parties which support bridging token and other assets. You may also access a bridge directly using these other third-party interfaces or even through command line instructions.

   You accept all risks associated with using the bridge. Bridging is an extremely novel technical area and is subject to material risks which may lead to total loss of user assets. All bridges are smart contracts that are subject to many known and unknown risks, including smart contract exploits of the actual smart contract code to produce outcomes different than those the bridge was designed to achieve, and cyberattacks intended to gain unauthorized control of the smart contracts or associated systems.

   The bridges may impose a volume limitation of tokens flowing into and out of the protocol. All users of the bridge may be subject to the limitation, which may impact the time it takes you to bridge in or out of the protocol while using the bridge. That volume limitation may or may not be disclosed on https://rabby.io/ (opens new window). The volume limitation is a security measure to limit harm in the event of a malicious third-party act, and it may be changed without notice. Additionally, you acknowledge the risk that the volume limitation may not be technically effective, or may even be compromised. You accept the risk that it will not function as intended and assume any Losses, direct, indirect, or consequential, stemming from the volume limitations.

5. In connection with Third Party Services such as swaps, you understand and agree that swap rates and prices are estimates only, and that they may change at any time. Accordingly, the prices or swap rates provided via Rabby are estimates only and may be inaccurate. The Company may not be held liable for, and you hereby forever release the Company from, any Losses or other liabilities arising from an inaccurate estimate of fees provided in connection with any use of any of the Offerings.

6. Support. You may seek or receive technical or product support, information, advice, or guidance from us regarding the Offerings, including via third-party service provider, chat interface, or email. All support made available or provided by or on behalf of the Company is believed to be reliable, but we do not make representations or warranties, express or implied, as to its accuracy, its completeness, or the results to be obtained. Such support is being provided for informational purposes only and, by accepting such support, you represent that you have adequate skill and experience regarding the proper selection, use, and/or application of Offerings and use such Offerings at your own discretion and risk. You shall hold us harmless for any injury that may result from the support you receive from us. You are aware that our customer support efforts may be impersonated by malicious third parties, and you agree that we are not responsible for the actions of such impersonators. You further acknowledge that we will not offer support via SMS, WhatsApp, Telegram or WeChat, and that we will never ask you for your private key or secret recovery phrase (the “Recovery Phrase”) or for you to make a payment to us.

7. Changes to the Offerings. We may change or discontinue any or all of the Offerings or change or remove Offerings of any or all of the Offerings from time to time. We will use commercially reasonable efforts to communicate to you any discontinuation of an Offering through the Site or public communication channels. If you are on a Paid Plan, we will use commercially reasonable efforts to communicate to you any discontinuation of the Offering at least 30 days in advance of such discontinuation, and we will use commercially reasonable efforts to continue supporting the Offering for up to three months after the discontinuation, except if doing so (a) would pose an information security or intellectual property issue, (b) is economically or technically burdensome, or (c) would create undue risk of us violating the law.

   We cannot guarantee the Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Offerings, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith. We will not be liable if for any reason all or any part of our Offerings become unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Offerings or the entire Offerings.

Agreement to Terms; Changes to Terms; Privacy Policy.

1. Please read these Terms carefully before using the Site or Offerings. By using or accessing the Site, Offerings and/or Content (defined below) in any manner, or clicking a button or checkbox to accept or agree to these Terms where that option is made available you, clicking a button to use or access any of the Offerings, completing an Order, or, if earlier, using or otherwise accessing the Offerings (the date on which any of the events listed above occur being the “Effective Date”), you (i) accept and agree to these Terms and any additional terms that apply to certain Additional Offerings (as defined below), rules and conditions of participation issued by the Company from time to time and (ii) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy, available at https://rabby.io/docs/privacy (opens new window) (the “Privacy Policy”). The Privacy Policy is incorporated herein by this reference in its entirety, and all references herein to the “Terms of Service”, the “Terms” or this “Agreement”, include a reference to the Privacy Policy. If you do not agree to the Terms or perform any and all obligations you accept under the Terms, then you may not access or use the Offerings.

2. Changes to the Terms. We reserve the right, at our sole discretion, to modify or replace any part of this Agreement, Privacy Policy or any supplemental policies or addendums applicable to any Service as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time (collectively the “Policies”). It is your responsibility to check this Agreement periodically for changes, but we will also use commercially reasonable efforts to communicate any material changes to this Agreement through the Site, by providing you a notice through the App, or through other methods of communication. which we deem reasonable. You agree that your continued use of or access to the Offerings following the posting of any changes to this Agreement constitutes acceptance of those changes, whether or not you actually read the changes.

3. In addition, you represent to us that you are (i) not 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 U.S. Government (i.e., 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, the United Kingdom, or other applicable government authority and (ii) not located in any country subject to a comprehensive sanctions program implemented by the United States.

Your Responsibility.

1. Eligibility. You may use the Site and the Offerings if you are of the age of majority in your jurisdiction of residence (if this is higher) and are not barred from using the Site and the Offerings under applicable law. By using the Site and/or Offerings and agreeing to these Terms, you represent and warrant that:

   1. You are of lawful age, and are lawfully able, to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent and warrant that you have legal authority to bind that entity to these Terms;

   2. the information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country;

   3. Neither you nor any person that owns or controls you 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;

   4. all registration information you submit are true, accurate, current, and complete;

   5. you will not access the Services through automated or non-human means, whether through a bot, script or otherwise;

   6. you will not use the Services for any illegal or unauthorized purpose; and

   7. your use of the Services will not violate any applicable law or regulation.

2. Use of the Offerings. For any Offerings, whether they require that you set up an account with Rabby or not, and except to the extent caused by our breach of this Agreement, you are responsible for all activities that occur with respect to your use of the Offerings, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or other End Users). We and our affiliates are not responsible for any unauthorized access to the Offerings or your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties. You shall ensure that your use of the Offerings does not violate any applicable law. For the purpose of this Agreement, “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Offerings under your Account; “Your Content” means any content that you or any End User transfers to us for storage or hosting by the Offerings, and any computational results that you or any End User derive from the foregoing through your use of the Offerings, excluding, however, any information submitted to a blockchain protocol for processing.

3. Registration and Your Information. To use the Site and avail of the Offerings, you may be asked to have or to create an account (“Account”). To the extent you create an account, you agree that you won’t disclose your Account credentials to or allow your Account to be used by anyone else and you'll notify us immediately of any unauthorized use of your Account. You're responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you know about them, and you are solely responsible for your conduct, and the tasks and activities you undertake, on or utilizing the Site or Offering.

   To access our Offerings or Site, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site, our Services, or otherwise, including, but not limited to, through the use of any interactive features on this Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information, consistent with our Privacy Policy.

4. Security and Backup. You are solely responsible for properly configuring and using the Offerings and otherwise taking appropriate action to secure, protect, and backup your accounts and/or Your 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 use the Offerings. Your obligations under this Agreement include ensuring any available software updates or upgrades to an Offering you are using are promptly installed or implemented, and recording and securely maintaining any passwords or Recovery Phrases that relate to your use of the Offerings.

5. You acknowledge and understand that, in certain circumstances, such as if you lose or forget your password for your Account, you will need to use a Recovery Phrase to access any cryptocurrency stored in your Account. You are solely responsible for the retention and security of your Recovery Phrase. Your Recovery Phrase is the only way to restore access to the cryptocurrency stored in your Account if you lose access to your Account. Anyone who knows your Recovery Phrase can access, transfer or spend your cryptocurrency. If you lose your Recovery Phrase, you may not be able to access, transfer or spend your cryptocurrency.

   You acknowledge that certain methods of securing your Recovery Phrase, such as storing it as a digital file anywhere, including on your personal device or on a cloud storage provider, increase the risk that your account or Recovery Phrase will be compromised. You further acknowledge that you will not share with us nor any other third party any password or Recovery Phrase that relates to your use of the Offerings, and that we will not be held responsible if you do share any such password or Recovery Phrase, whether you do so knowingly or unknowingly. For the avoidance of doubt, we take no responsibility whatsoever for any theft of a Recovery Phrase that involved intrusion through any means into your personal device or a cloud provider’s data repository.

   You acknowledge and agree that the Company does not store and is not responsible in any way for the security of your Recovery Phrase and you agree to hold the Company, its affiliates, representatives, agents and personnels harmless and that no such party shall be liable in any way in the event you lose your Recovery Phrase and cannot access, transfer or spend your cryptocurrency. You bear sole responsibility for any loss of your cryptocurrency due to failure to retain and/or secure your Recovery Phrase.

6. Log-In Credentials and API Authentication. To the extent we provide you with log-in credentials and API authentication generated by the Offerings, such log-in credentials and API authentication are for your use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your password or private key to your agents and subcontractors performing work on your behalf. For the purpose of this Agreement, “API” means an application program interface.

7. Applicability to Offerings that facilitate access to addresses on blockchain protocols. For the avoidance of doubt, the terms of this Section 3 are applicable to all Offerings such as Rabby through which you generate a public/private key pair (which can be thought of as a blockchain account and related password) either with a blockchain protocol directly or with Third Party Services, such as decentralized applications. You are solely responsible for the use and security of these security keys and that we will not be held responsible if you share any keys or Recovery Phrases with anyone else, whether knowingly or unknowingly.

8. Temporary Suspension. We reserve the right to suspend or terminate your Account or suspend your right to access or use any portion or all of the Offerings immediately if we determine:

   a. your use of the Offerings (i) poses a security risk to the Offerings or any third party, (ii) could adversely impact our systems, the Offerings, or the systems of any other user, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be unlawful;

   b. you are, or any End User is, in breach of this Agreement;

   c. you are in breach of your payment obligations under Section 5 for thirty (30) days or longer; or

   d. for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

   Your access to and use of the Site or Offering may be suspended at any time, for any reason, in our sole and absolute discretion, without incurring liability of any kind to you as a result of such suspension or termination.

   If we suspend your right to access or use any portion or all of an Offering:

   1. you remain responsible for all fees and charges you incur during the period of suspension;
   2. you will not be entitled to any fee credits for any period of suspension.

9. Limiting API Requests. We retain sole discretion to limit your API requests (“API Requests”) submitted in conjunction with your use of an Offering at any time if your usage of the Offering exceeds the usage threshold specified in your Paid Plan or otherwise on the Site or user interface of the Offering. Further, excessive API requests, as determined by the Company in our sole discretion, may result in the temporary or permanent suspension of your access to an account or to your use of the applicable Offering. The Company is not required but will endeavor, when reasonable, to warn an account owner or user prior to suspension.

Proprietary Rights.

1. Your Content. Depending on the Offering, you may share any data, text, audio, video or images, software (including machine images), and any documentation (the “Content”) with us. Except as provided in this Section 4, we obtain no rights under this Agreement from you (or your licensors) to Your Content; however, you consent to our use of Your Content in any manner that is consistent with the purpose of your use of the Offerings or that otherwise facilitates providing the Offerings to you.

2. Offerings License. The Site and Offerings (or access thereto) are proprietary to the Company and its licensors and must not be used other than strictly in accordance with these Terms. The Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, fully-revocable right to use the Site for the purposes of accessing and using the Offerings strictly in accordance with these Terms.

   We or our licensors own all right, title, and interest in and to the Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (i) access and use the Offerings solely in accordance with this Agreement; and (ii) copy and use any software (including machine images), data, text, audio, video, images, or documentation that we offer in connection with the Offerings (collectively the “Our Content”) solely in connection with your permitted use of the Offerings. Except as provided in this Section 1.2, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Offerings, including any related intellectual property rights. Some of Our Content and Third-Party Content may be provided to you under a separate license or other open-source license. In the event of any conflict between this Agreement and any separate license, the separate license will prevail with respect to Our Content or Third-Party Content that is the subject of such separate license.

3. License Restrictions. Neither you nor any End User will use the Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorized, neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Offerings (except to the extent Content included in the Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Offerings or apply any other process or procedure to derive the source code of any software included in the Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or otherwise scrape data except as permitted by a Paid Plan, or (e) resell or sublicense the Offerings unless otherwise agreed in writing by the Company. Without our prior written consent, you will not use, remove, alter or obscure any trademarks, service marks, service or trade names, logos, and other designations of the Company and its affiliates or licensors that we may make available to you in connection with this Agreement (collectively the “Our Logos”). You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

4. Feedback. We welcome feedback, comments, ideas, and suggestions for improvements to the Site and the Offerings (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon or improvements with respect to and otherwise exploit and commercialize the Feedback and any such derivative works and improvements in any manner and for any purpose.

5. Rights in User Content Granted by You. You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, distribute, create derivative works of, publicly display, and publicly perform your User Content, subject to the Privacy Policy. You warrant and represent that you have the right and authority to submit Your Content and that neither your User Content nor any part thereof infringes, misappropriates or otherwise violates the intellectual property rights or any other rights of any person. You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Offerings. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. For the purpose of this Agreement, “User Content” means any Content that users or Account holders (including you) upload, submit, store, send, post or otherwise make available through our Site or the Offerings.

6. Government End Users. You acknowledge that the Services were developed entirely at private expense and that no part of the Services was first produced in the performance of a government contract. You agree that the Services and any derivatives thereof are “Commercial Items” as defined in 48 C.F.R. § 1.101, and if you are the government, then such use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and data, is restricted in accordance with 48 C.F.R. § 1.211, 48 C.F.R. § 1.212, 48 C.F.R. § 1.7102-2, and 48 C.F.R. § 1.7202, as applicable. Consistent with 48 C.F.R. § 1.211, 48 C.F.R. § 1.212, 48 C.F.R. § 1.7102-1 through 48 C.F.R. § 1.7102-3, and 48 C.F.R. §§ 1.7202-1 through 1.7202-4, as applicable, the Services are licensed to government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other users pursuant to these Legal Terms and any related agreement(s), as applicable. Accordingly, you will have no rights in the Services except as expressly agreed to in writing by you and the Company.

7. Monitoring and Enforcement. You acknowledge and agree that as the Services provider, we reserve the right to, without prior notice:

   a. Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company;

   b. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;

   c. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and

   d. Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Legal Terms.

   Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site or Offerings. YOU WAIVE AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ANYLAW ENFORCEMENT AUTHORITIES.

   Notwithstanding the foregoing, we do not control and do not have any obligation to monitor any of (i) the User Content; (ii) any content made available by third parties; and (iii) other use of the Services by our users. We do not undertake to review User Content prior to it is posted via our Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by you or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

8. The DMCA Notice. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement in compliance with the applicable laws. If you believe any materials accessible on or from our Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

   • Your physical or electronic signature;
   • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works;
   • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material;
   • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);
   • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
   • A statement that the information in the written notice is accurate; and
   • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

   Our designated copyright agent to receive the DMCA Notices is:

   DEBANK GLOBAL PTE. LTD.
   ATTN:	DMCA Designated Agent
   Address:	44-02A, 10 anson road, 079903
   Phone:	+65-85288553
   Email:	support@rabby.io

   If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

   Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

9. Guidance for Review. We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (i) you should have firsthand experience with the person/entity being reviewed; (ii) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (iii) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (iv) your reviews should not contain references to illegal activity; (v) you should not post negative reviews if you are affiliated with competitors; (vi) you should not make any conclusions as to the legality of conduct; (vii) you may not post any false or misleading statements; and (viii) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

   We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.

Fees and Payment.

1. Publicly Available Offerings. Some Offerings may be offered to the public and licensed on a royalty free basis, including Offerings that require a Paid Plan for software licensing fees above a certain threshold of use. These terms apply to all Offerings regardless of whether they require a Paid Plan.

2. Offering Fees. If your use of an Offering does not require an Order or Paid Plan but software licensing fees are charged contemporaneously with your use of the Offering, those fees will be charged as described on the Site or in the user interface of the Offering. Such fees may be calculated by combining a fee charged by us and a fee charged by a third party that provides certain functionality related to the Offering. You may incur charges from third parties for use of Third Party Content or Third Party Services. For example, you may be charged fees via the Dapps (including, without limitation, decentralized exchanges) that you may access via Rabby. Under no circumstances shall the Company incur any liability, of any kind, to you arising from or relating to fees charged to you by such Third Parties or for Third Party Services linked to or accessed through the Site or the Offerings. For those Offerings which entail an Order or Paid Plan, we calculate and bill fees and charges according to your Order or Paid Plan. For such Offerings, on the first day of each billing period, you will pay us the applicable fees (the “Base Fees”) and any applicable taxes based on the Offerings in the Paid Plan. In addition, for particular Orders, we may issue an invoice to you for all charges above the applicable threshold for your Paid Plan which constitute overage fees for the previous billing period. If you make any other changes to the Offerings during a billing period (for example, upgrading or downgrading your Paid Plan), we will apply any additional charges or credits to the next billing period. We may bill you more frequently for fees accrued at our discretion upon notice to you. You will pay all fees in U.S. dollars unless the particular Offering specifies a different form of payment or otherwise agreed to by you and us in writing. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Offering or new feature of an Offering will be effective when we use commercially reasonable efforts to communicate updated fees and charges through our Site, the interface of the Offering itself, or other public channels or, if you are on a Paid Plan, upon commercially reasonable efforts to notify you directly, but we may expressly state when notifying you that another effective date applies. We may increase or add new fees and charges for any existing Offerings you are using by using commercially reasonable efforts to notify users of the Offerings through our Site, the interface of the Offering itself, other public channels or, if you are on a Paid Plan, by giving you thirty (30) days’ notice. Unless otherwise specified in an Order, all Paid Plan amounts due under this Agreement are payable within thirty (30) days following receipt of your invoice. We may elect to charge you interest at the rate of one-point-fiver percent (1.5%) per month (or the highest rate permitted by law, if less) on all late payments.

3. Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.

Acceptable Use and Enforcement Rights.

1. As a condition to using the Site and/or Offerings, you agree not to use the Site or Offerings in ways that:

   1. Violate, misappropriate, or infringe the rights of the Company, its licensors, our users, or others, including privacy, publicity, intellectual property, or other rights;
   2. Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive, or that instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes;
   3. Involve falsehoods, misrepresentations, or misleading statements, including impersonating someone;
   4. Involve sending illegal or impermissible communications such as bulk messaging, auto- messaging, auto-dialing, and the like;
   5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party to protect the Offerings or Content;
   6. Disguise your location through IP proxying or other methods;
   7. Interfere with, or attempt to interfere with, the access to the Offerings of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Offerings;
   8. Circumvent any content-filtering techniques, security measures or access controls that the Company employs on the Site or the Offerings in any manner;
   9. Could interfere with, disrupt, negatively affect or inhibit other users from enjoying the Offerings, or that could damage, disable, overburden, or impair the functioning of the Site or the Offerings;
   10. Violate any applicable law or regulation, including, without limitation any applicable import, re-import, sanctions, anti-boycott, export, re-export control, anti- money laundering, anti-proliferation and anti-terrorism financing laws and sanctions programs, including, without limitation, the U.S. Bank Secrecy Act and those enforced by the U.S. Department of Treasury's Office of Foreign Assets Controls and any other applicable local laws and regulations outside of the British Virgin Islands, Singapore and the Cayman Islands, or United States; and
   11. Encourage or enable any other individual to do any of the foregoing.

2. By using the Site or the Offerings, you further represent, warrant and covenant that:

   1. Any Digital Assets you transfer using the Site or the Offerings have been legally obtained by, and belong to, you;
   2. You will not provide any false, inaccurate or misleading information while using the Site or the Offerings, or engage in any activity that operates to defraud the Company, other users of the Offerings, or any other person or entity;
   3. You will not use the Offerings 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;
   4. Any Digital Assets you use in connection with the Offerings are either owned by you or you are validly authorized to carry out actions using such assets; and
   5. You will pay all fees necessary for interacting with any other network with which the Offerings are compatible, including but not limited to all fees charged by us for your use of the Site and the Offerings.

3. Although we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Site and the Offerings, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

4. You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”). Without limiting the foregoing, you may not use the Site or download the App or use the Offerings if (i) 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 Security Council Resolutions, HM Treasury's financial or other 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 or other sanctions regime; or (ii) you intend to supply any Offerings to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial or other 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 or other sanctions regime.

Term; Termination.

1. These Terms shall remain in full force and effect while you use the Services or our Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT PRIOR NOTICE, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

1. Effect of Termination. Upon termination:
   1. all your rights under this Agreement are terminated immediately;
   2. each party remains responsible for all fees and charges it has incurred through the Term and is responsible for any fees and charges it incurs during the post-termination period; and
   3. the terms and conditions of this Agreement shall survive the termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate. For instance, should this Agreement between you and us is terminated, any dispute raised after you stop accessing or using the Offerings will be subject to the applicable provisions of this Agreement if that dispute relates to your prior access or use.

For any use of the Offerings under a Paid Plan after the termination, you will be responsible for paying the applicable fees at the rates set out in Section 5 of this Agreement.

Data Processing

To the extent that we process any Personal Data (as defined in the DPA) contained in the information that you provide or we collect in connection with the Services, the terms of the Data Processing Agreement (“DPA”) as set forth in ANNEX A of these Terms apply to our processing of any of your Personal Data. Your acceptance of these Terms shall be treated as an acceptance of the DPA. We reserve the right to update the DPA from time to time to comply with legal and regulatory requirements, and to keep current with upgrades and enhancements to our Services.

Disclaimers; Acknowledgment of Certain Risks.

1. DISCLAIMER. THE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, YOU ACKNOWLEDGE AND AGREE THAT WE AND OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (I) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE OFFERINGS, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, AND (II) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (A) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (B) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (C) THAT THE OFFERINGS, THIRD PARTY CONTENT, OR THIRD PARTY SERVICES WILL BE UNINTERRUPTED, ERROR FREE, ACCURATE, SECURE, OR FREE OF HARMFUL COMPONENTS, AND (D) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

   YOU ACKNOWLEDGE AND AGREE THAT WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE OFFERINGS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SITES AND SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE OFFERINGS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE OFFERINGS BY ANY THIRD PARTY, (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE OFFERINGS, AND (VII) INTELLECTUAL PROPERTY INFRINGEMENT OF ANY THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED AND ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY FROM THE COMPANY THAT IS NOT OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN US, AND YOU AGREE YOU WILL NOT TAKE A POSITION IN ANY PROCEEDING THAT IS INCONSISTENT WITH THIS PROVISION.

2. Acknowledgment of Certain Risks. By accessing and using the Offerings, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Assets. You further understand that the markets for these Digital Assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Rabby are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire, including through a third-party exchange accessed via swaps may lose some or all of their value and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting Losses that you experience while accessing or using the Site or the Offerings.

The Site and Offerings and your Digital Assets could be impacted by one or more government or regulatory inquiries or government or regulatory actions, which could impede or limit the ability of the Company to continue to make its proprietary software, and thus, could impede or limit your ability to continue to use the Offerings.

You understand and acknowledge that cryptography is a progressing field with advances in code cracking and other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and our Services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update the Company-developed smart contracts related to the Offerings to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not reflect a binding commitment and does not in any way guarantee or otherwise ensure full security of the Offerings.

You understand that Rabby (and all other networks with which the Offering may be compatible) remains under development, which creates technological and security risks when using the Offerings in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on Rabby is variable and may increase at any time, thereby impacting any activities taking place on Rabby, which may result in price fluctuations or increased prices for using the Offerings.

You acknowledge that the Offerings are subject to flaws and that you are solely responsible for evaluating any code provided by the Site or the Offerings. This warning and others which the Company provides in these Terms in no way evidence or represent any on-going duty to alert you of the potential risks of utilizing the Offerings or accessing the Site.

Although we intend to provide accurate and timely information on the Site and during your use of the Site and the Offerings, that intention does not reflect a binding commitment, and the Site and other information available when using the Offerings may not be accurate, complete, error- free or current. 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. Accordingly, you should verify all information before relying on it in any manner, and all decisions based on such information contained on the Site or made available through the Offerings are your sole and absolute responsibility. No representation of any kind or nature is made as to the accuracy, completeness or appropriateness for any particular purpose of any pricing or other information distributed via the Site or the Offerings. Pricing information may be higher or lower than prices available on platforms providing similar services.

Any reference to a type of Digital Asset on the Site or otherwise during the use of the Offerings does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset and the use and availability of any particular blockchain.

Use of the Offerings, in particular for trading Digital Assets, may carry financial risk. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Offerings are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Offerings at your own risk. The risk of loss in trading Digital Assets can be substantial (all the more so if you are leveraged). You should, therefore, carefully assess whether such trading is suitable and appropriate for you in light of your circumstances and financial resources. By using the Site and the Offerings, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Offerings or any Digital Asset. You accept all consequences of using the Offerings, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Offerings for performing Digital Asset transactions.

The Company is a developer of software. The Company is not a broker, nor is it a dealer or arranger, nor does it operate a Digital Asset exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning the transactions you choose to conduct via the Offerings. All transactions between users of the Company-developed software are executed peer-to-peer directly between the users' Rabby (or other network) addresses through smart contracts. You are responsible for complying with all laws that may be applicable to or govern your use of the Offerings, 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”) and all foreign laws that apply to you and your trading.

You understand that the Company is not registered or licensed by the CFTC, SEC, or any other financial regulatory authority (whether in the United States** **or elsewhere). No financial regulatory authority has reviewed or approved the use of the Company -developed software that comprises the Site and the Offerings. The Site and the Company-developed software do not constitute advice or a recommendation concerning any commodity, security, or other Digital Asset or instrument. The Company is not acting as an investment manager, adviser, arranger, introducer or commodity trading adviser to any person or entity.

You expressly agree that you assume all risks in connection with your access and use of the Site and the Offerings and your interaction therewith. You further expressly waive and release the CompanyParties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Site and the Offerings and your interaction therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Indemnity; Limitation of Liability.

1. Indemnification. You will indemnify, defend and hold harmless the Company and its affiliates, and their respective officers, directors, employees, agents and representatives (the “Company Parties”), from and against any claims, disputes, demands, liabilities, damages, Losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees (collectively, the “Losses”), arising out of, relating to or in any way connected with (i) your access to or use of the Site, Offerings or Content, (ii) your User Content, (iii) Third Party Services, (iv) your violation of these Terms, (v) your violation of the rights of a third party, including but not limited to intellectual property rights and/or privacy rights, or (iv) any overt harmful act towards any other user of the Offerings with whom you connected via our Site or Services.

2. Limitation of Liability

   1. THE COMPANY PARTIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, THE OFFERINGS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH THE SITE OR THE OFFERINGS. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
   2. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE LOWER OF (I) THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE OFFERINGS GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, (II) THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD101.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

Mandatory Arbitration.

PLEASE READ THIS “MANDATORY ARBITRATION” PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND THE COMPANY, SUBJECT TO THE TERMS SET FORTH BELOW.

1. You and the Company agree that any and all past, present and future disputes, claims, or causes of action arising out of or relating to your use of any of the Site or the Offerings, this Agreement, or any other controversies or disputes between you and the Company (including, without limitation, disputes regarding the effectiveness, scope, validity or enforceability of this agreement to arbitrate) (collectively, “Dispute(s)”), shall be determined by arbitration, unless (A) your Country of Residence does not allow this arbitration agreement; (B) you opt out as provided below; or (C) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and the Company further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction.

   For the purposes of this Agreement, “Country of Residence” to arbitrate means the country in which you hold citizenship or legal permanent residence, as well as any country from which you regularly access and use the Company Offerings. If more than one country meets that definition for you, then your country of citizenship or legal permanent residence shall be your Country of Residence, and if you have more than one country of citizenship or legal permanent residence, it shall be the country with which you most closely are associated by permanent or most frequent residence.

2. Notice of Dispute. The Company wants to address your concerns without the need for a formal legal dispute. Before filing a claim against the Company, you agree to try to resolve the Dispute informally by contacting the Company at support@rabby.io to notify the Company of the actual or potential Dispute. Similarly, the Company will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) the name of the User, the Notifying Party's contact information for any communications relating to such Dispute (including for the Notifying Party's legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the “Notified Party”) to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

   If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.

3. Agreement to Arbitrate. We both agree to arbitrate (unless you opt out as described below). You and the Company each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under “Exceptions to Agreement to Arbitrate” below.

4. Exceptions to Agreement to Arbitrate. The parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

5. You and the Company agree that:

   1. If you are located in the United States: This Agreement and any Dispute (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Texas. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration will be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) as those Rules exist on the effective date of this Agreement, including Rules 1.1 and 1.2 of those Rules. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court or a Texas state court located in Tarrant County, Texas. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights;
   2. If you are located in any territory that is other than the United States, this Agreement and any Dispute (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Singapore. Any Claim relating in any way to this Agreement, the Offerings, your use of the Offerings, or to any products or services licensed or distributed by us will be resolved by binding arbitration as provided in this clause. Prior to commencing any formal arbitration proceedings, parties shall first seek settlement of any claim by mediation in accordance with the Singapore International Mediation Centre Rules. The language to be used in the mediation and in the arbitration shall be English. The seat or legal place of arbitration shall be Singapore.

6. You and the Company further agree that, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means.

7. You and the Company agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor the Company may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against the Company will be deemed a Collective Arbitration if (a) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (b) counsel for the claimants are the same, share fees or coordinate across the arbitrations. For the purpose of this provision, “Concurrently” means that both arbitrations are pending (filed but not yet resolved) at the same time.

8. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR THE COMPANY SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THESE TERMS OF SERVICES, AND THAT IT IS ENTERED INTO AFTER CAREFUL CONSIDERATION AND WITH FULL KNOWLEDGE OF ITS LEGAL CONSEQUENCES. THIS WAIVER SHALL BE BINDING ON THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS, AND MAY ONLY BE MODIFIED OR WAIVED IN WRITING SIGNED BY BOTH PARTIES. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

9. Notwithstanding your and the Company's agreement to arbitrate Disputes, either you or the Company shall retain the following rights: (i) the right to bring an individual action in small claims process in the courts of your Country of Residence; and (ii) the right to seek provisional relief in aid of arbitration in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. Further, this agreement to arbitrate does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your Country of Residence; you shall retain any such rights and this agreement to arbitrate shall be construed accordingly.

10. Except as otherwise required by applicable law or provided in this Agreement, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and the Company agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Singapore. Both you and the Company consent to venue and personal jurisdiction there; provided that either party may seek provisional relief in aid of arbitration to enforce its intellectual property rights as provided above or bring an action to confirm an arbitral award in any court having jurisdiction.

11. This agreement to arbitrate shall survive the termination of this Agreement. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of this Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to Section 1.1.

Confidentiality

From time to time during the term of this Agreement, either you and the Company (as the “Discloser”) may disclose or make available to the other party (as the “Recipient”) information about its business affairs, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”).

Confidential Information shall not include information that, at the time of disclosure: (i) is or has become generally available to the public other than as a result of any breach of this Section 12 by the Recipient or any of its affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, the “Representatives”); (ii) is obtained by the Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) was in the Recipient’s or its Representatives’ possession prior to disclosure by the Discloser hereunder; (iv) was or is independently developed by the Recipient or its Representatives without using of any of the Discloser’s Confidential Information; or (v) is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction.

The Recipient shall: (i) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Recipient shall be responsible for any breach of this Section 12 caused by any of its Representatives.

Miscellaneous.

1. Assignment. Without our prior written consent, you will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement. Any assignment or transfer in violation of this Section 1.1 will be void. We may assign this Agreement without your consent (i) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (ii) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

2. DAOs. As a blockchain native company, we may interact with and provide certain Offerings to DAOs. Due to the unique nature of DAOs, to the extent the DAO votes in favor of and/or accepts such Offerings from the Company, the DAO has acknowledged and agreed to these Terms in their entirety. For the purpose of this Agreement, “DAO” means Decentralized Autonomous Organization.

3. Entire Agreement and Modifications. This Agreement (including the incorporated Privacy Policy) constitutes the entire and exclusive understanding and agreement between you and us regarding the subject matter of this Agreement. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. We may modify these Terms at any time and in our sole discretion. If we do so, we will change the “Last Updated” date at the beginning of this Agreement. By continuing to use the Site or the Offerings following the release of updated Terms, you consent to the updated Terms. We invite you to check this page regularly for updates to these Terms.

4. Force Majeure. Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber-attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

5. No Waivers. Our failure to enforce any right or provision of these Terms will not be considered a present or future waiver of such right or provision nor limit our right to enforce such provision at a later time. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

6. Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

7. Independent Contractors; Non-Exclusive Rights. You and the Company are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (i) to develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (ii) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

8. No Professional Advice or Fiduciary Duties. All information provided in connection with your access and use of the Site and the Offerings should not and may not be construed as legal, financial or professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Site or in the Offerings, or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets and videos. Before you make any financial, legal or other decisions involving the Site or the Offerings or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. 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).

9. No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

10. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

11. Notice.

    1. To You. We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the Site; (ii) sending a message to the email address then associated with your account; (iii) posting the notice in the interface of the applicable Offering; or (iv) using public communication channels. Notices we provide by posting on the Site or using public communication channels will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current to the extent you have an account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
    2. To Us. To give us notice under this Agreement, you must contact us by email at support@rabby.io.

ANNEX A

DATA PROCESSING AGREEMENT

This Data Processing Agreement (“DPA”) is incorporated into and made part of the Terms of Service (“Legal Terms”) between you (“Customer”) and DEBANK GLOBAL PTE. LTD. (collectively with its affiliates, the “Provider” or “Company”). Unless otherwise defined in this DPA, capitalized terms will have the meaning given to them in the Legal Terms. This DPA prevails over any conflicting term of the Legal Terms but does not otherwise modify the Legal Terms.

1. Definitions and Interpretation

   1.1. Definitions:

“Business Purpose” means the Services as defined in the Legal Terms.

“Data Subject” means an individual who is the subject of the Personal Data and to whom or about whom the Personal Data relates or identifies, directly or indirectly.

“Personal Data” means any information the Provider processes for the Customer that (1) identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in the Provider’s possession or control or that the Provider is likely to have access to, or (2) the relevant Privacy and Data Protection Requirements otherwise define as protected personal data.

“Processing, processes, and process” means any activity that involves the use of Personal Data, or as the relevant Privacy and Data Protection Requirements may otherwise define the terms processing, processes, or process. It includes obtaining, recording, or holding the data, or carrying out any operation or set of operations on the data, including organizing, amending, retrieving, using, disclosing, erasing, or destroying it. Processing also includes transferring Personal Data to third parties.

“Privacy and Data Protection Requirements” means all applicable laws and regulations relating to the processing, protection, or privacy of the Personal Data, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction.

“Security Breach” means any act or omission that compromises the security, confidentiality, integrity, or availability of Personal Data or that compromises the physical, technical, administrative, or organizational safeguards put in place to protect it, including the loss of or unauthorized access, disclosure, or acquisition of Personal Data.

“Standard Contractual Clauses” means the European Commission’s standard contractual clauses for the transfer of personal data from the European Union to third countries, as set out in the annex to Commission Decision (EU) 2021/1.

1. This DPA is incorporated into and made part of the Terms of Service between Customer and the Company. Interpretations and defined terms set forth in the Legal Terms apply to the interpretation of this DPA.

2. The exhibits, if any, will form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the exhibits.

3. A reference to writing or written includes faxes and emails.

4. In the case of conflict or ambiguity between:

   1. any provision contained in the body of this DPA and any provision contained in the exhibits, the provision in the body of this DPA will prevail; and
   2. any of the provisions of this DPA and the provisions of the Legal Terms, the provisions of this DPA will prevail.

5. Processing Purposes and Acknowledgments

   1. The Customer and the Provider acknowledge that for the purpose of any applicable Privacy and Data Protection Requirements, the Customer is the data controller, and the Provider is the data processor.
   2. The Customer retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Privacy and Data Protection Requirements, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to the Provider.
   3. The Customer further acknowledges that in no event shall the Provider be liable for any failure to provide the Services as a result of the Provider’s compliance with this DPA or the Privacy and Data Protection Requirements.

6. Provider’s Obligations

   1. The Provider will only process the specific categories of Customer’s Personal Data as set forth in Exhibit A hereof, to the extent, and in such a manner, as is necessary for the Business Purpose and in accordance with the Customer’s written instructions. The Provider will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Privacy and Data Protection Requirements. The Provider must promptly notify the Customer if, in its opinion, the Customer’s instruction would not comply with the Privacy and Data Protection Requirements.
   2. The Provider will use commercially reasonable efforts to promptly comply with the Customer’s written instruction requiring the Provider to amend, transfer, or delete the Personal Data, or to stop, mitigate, or remedy any unauthorized processing.
   3. The Provider will maintain the confidentiality of the Personal Data and, except for the purposes of providing Services, will not disclose Personal Data to third parties unless the Customer or this DPA specifically authorizes the disclosure, or as required by law. If a law requires the Provider to process or disclose Personal Data, the Provider must first inform the Customer of the legal requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.
   4. The Provider will reasonably assist the Customer with meeting the Customer’s compliance obligations under the Privacy and Data Protection Requirements, while also considering the nature of the Provider’s processing and the information available to the Provider.
   5. The Provider must promptly notify the Customer of any changes to Privacy and Data Protection Requirements, or its ability to meet those obligations, that may adversely affect the Provider’s performance of the Legal Terms.
   6. The Customer acknowledges that the Provider is under no duty to investigate the completeness, accuracy, or sufficiency of any Personal Data other than as required under the Privacy and Data Protection Requirements.

7. Provider’s Employees

   1. The Provider will limit Personal Data access to:
      1. those employees who require Personal Data access to meet the Provider’s obligations under this Agreement; and
      2. the part or parts of the Personal Data that those employees require for the performance of their duties.
   2. The Provider will ensure that all employees who have access to or are involved in processing Personal Data:
      1. are informed of the Personal Data’s confidential nature and use restrictions and are obliged to keep the Personal Data confidential;
      2. have undertaken training on the Privacy and Data Protection Requirements relating to handling Personal Data and how it applies to their particular duties; and
      3. are aware both of the Provider’s duties and their personal duties and obligations under the Privacy and Data Protection Requirements and this DPA.

8. Security

   1. The Provider must at all times implement commercially reasonable technical and organizational measures designed to safeguard Personal Data against unauthorized or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, unavailability, destruction, or damage.
   2. The Provider will take commercially reasonable precautions to preserve the integrity of any Personal Data it processes and to prevent any corruption or loss of the Personal Data, including but not limited to establishing effective back-up and data restoration procedures.

9. Security Breach and Personal Data Loss

   1. The Provider will promptly notify the Customer if it becomes aware that any Personal Data in its possession or control is lost or destroyed or becomes damaged, corrupted, or unusable, and will cooperate with the Customer to develop appropriate solutions to restore such Personal Data at its own expense.
   2. Either party will immediately notify the other party if it becomes aware of:
      1. any unauthorized or unlawful processing of the Personal Data; or
      2. any Security Breach.
   3. Immediately following any unauthorized or unlawful Personal Data processing or Security Breach, the parties will coordinate with each other to investigate the matter. The Provider will reasonably cooperate with the Customer in the Customer’s handling of the matter, including:
      1. assisting with any investigation;
      2. providing the Customer with physical access to any facilities and operations affected;
      3. facilitating interviews with the Provider’s employees involved in the matter; and
      4. making available all relevant records, logs, files, data reporting, and other materials required to comply with all Privacy and Data Protection Requirements or as otherwise reasonably required by the Customer.
   4. The Provider will not inform any third party of any Security Breach without first obtaining the Customer’s prior written consent, except when law or regulation requires it.
   5. Except as otherwise required by the applicable laws, the Customer has the sole right to determine:
      1. whether to provide notice of the Security Breach to any Data Subjects, regulators, law enforcement agencies, or others, as required by law or regulation or in the Customer’s discretion, including the contents and delivery method of the notice; and
      2. whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.
   6. The Provider will cover all reasonable expenses associated with the performance of the obligations under this Section 6, unless the Security Breach arose from the Customer’s specific instructions, negligence, willful default, breach of this DPA, or violation of Privacy and Data Protection Requirements, in which case the Customer will cover all reasonable expenses.
   7. The Provider will also reimburse the Customer for actual reasonable expenses the Customer incurs when responding to and mitigating damages, to the extent that the Provider caused a Security Breach.

10. Cross-Border Transfers of Personal Data

    1. If the Privacy and Data Protection Requirements restrict cross-border Personal Data transfers, the Customer will only transfer that Personal Data to the Provider under the following conditions:
       1. The Provider, either through its location or participation in a valid cross-border transfer mechanism under the Privacy and Data Protection Requirements, may legally receive that Personal Data. The Provider must identify in the location or mechanism that enables it to receive that Personal Data and must immediately inform the Customer of any change to that status;
       2. The Customer obtained valid Data Subject consent to the transfer under the Privacy and Data Protection Requirements; or
       3. The transfer otherwise complies with the Privacy and Data Protection Requirements.
    2. If any transfer of Personal Data between the Provider and the Customer requires the execution of appropriate Standard Contractual Clauses in order to comply with the Privacy and Data Protection Requirements, the parties will complete and execute the applicable Standard Contractual Clauses, and take all other actions necessary to legitimize the transfer, including implementing any needed supplementary measures or supervisory authority consultations.

11. Subcontractors

    1. Customer hereby authorizes Company to engage third party subcontractors (“Subprocessors”) to process the Customer’s Personal Data. A list of the Company’s current Subprocessors is set forth in Exhibit B hereof.
    2. The Provider may only authorize a Subprocessor to process the Personal Data if:
       1. the Provider maintains control over all Personal Data it entrusts to the such Subprocessor; and
       2. the Provider provides the Customer with information about such Subprocessor if requested by the Customer.

12. Complaints and Data Subject Rights Requests

    1. The Provider must notify the Customer immediately if it receives (i) any complaint, notice, or communication that directly relates to the processing of the Personal Data or to either party’s compliance with the Privacy and Data Protection Requirements.
    2. The Provider must notify the Customer within fifteen (15) working days if it receives a request from a Data Subject for access to their Personal Data or a similar request to exercise one of the Data Subject’s personal data rights.
    3. The Provider will give the Customer its commercially reasonable co-operation and assistance in responding to any complaint, notice, communication, or Data Subject request.
    4. The Provider must not disclose the Personal Data to any Data Subject or to a third party other than at the Customer’s request or instruction, as provided for in this DPA or as required by law.

13. Term and Termination

    1. This DPA will remain in full force and effect so long as:
       1. the Legal Terms remain in effect; or
       2. the Provider retains any Personal Data related to the Legal Terms in its possession or control.
    2. Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Legal Terms in order to protect Personal Data will remain in full force and effect.
    3. If a change in any Privacy and Data Protection Requirement or either party’s circumstances prevent a party from fulfilling all or part of its Legal Terms obligations, the parties will suspend the processing of Personal Data until that processing complies with the requirements. If the parties are unable to bring the Personal Data processing into compliance with the Privacy and Data Protection Requirements within 90 days, they may terminate the Legal Terms upon written notice to the other party.

14. Data Return and Destruction

    1. At the Customer’s request, the Provider will give the Customer a copy of, or access to, the Customer’s Personal Data in its possession or control, in the format and on the media reasonably specified by the Customer.
    2. On termination of the Legal Terms for any reason or expiry of its term, the Provider will securely destroy or, if directed in writing by the Customer, return and not retain, the Personal Data related to this DPA in its possession or control, except for one copy that it may retain and use for audit and compliance purposes.
    3. If any law, regulation, or government, or regulatory body requires the Provider to retain any documents or materials that the Provider would otherwise be required to return or destroy, it will notify the Customer in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends.

15. Records

    1. The Provider will keep detailed, accurate, and up-to-date records regarding any processing of Personal Data it carries out for the Customer, including but not limited to, the access, control, and security of the Personal Data, the subcontractors and affiliates, and the processing purposes (the “Records”).
    2. The Provider may provide access to the Records for review as reasonably requested by the Customer.

16. Audit

    1. The Provider may conduct audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this DPA.
    2. The Provider will use commercially reasonable efforts to address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by the Provider’s management.

17. Warranties

    1. The Customer warrants and represents that (i) the Provider’s expected use of the Personal Data for the Business Purpose and as specifically instructed by the Customer will comply with all Privacy and Data Protection Requirements.

18. Notice

    1. Any notice or other communication given to a party under or in connection with this DPA must be in writing (including electronic mail as permitted in this DPA) and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page, or to such e-mail address or address as subsequently modified by written notice given in accordance with this Section 1.

    EXHIBIT A

CATEGORIES OF PERSONAL DATA PROCESSED

1. Identifiers. Contact details, such as real name, alias, postal address, telephone or mobile contact number, unique personal identifier, online identifier, Internet Protocol address, email address, and account name.
2. Geolocation data. Device location.
3. Professional or employment-related information. Business contact details in order to provide you our Services at a business level or job title, income, work history, and professional qualifications if you apply for a job with us.

EXHIBIT B

LIST OF SUBPROCESSORS

Entity Name	Subprocessing activities	Entity Country
Amazon Web Services (AWS)	Cloud Hosted Infrastructure and Data Hosting	United States